Deckers Outdoor (DECK) 10-K risk factor changes: FY2023 vs FY2022

[removed: Global supply chain disruptions during fiscal year 2022 negatively impacted] [added: In either case, these changes could reduce] our [removed: profitability] [added: sales] and [removed: could continue to do so in future periods,] [added: profitability,] which could have a material adverse effect on our financial condition and results of operations.

[removed: -] [added: Further, health epidemics, including] the [added: pandemic, may reduce demand for certain products, deteriorate our ability, or the ability of our customers, to operate in affected regions, and result in the] failure of key business partners to provide services for our efficient operations, including the inability of our manufacturers or third-party distributors to timely fulfill their obligations to [removed: us;] [added: us, any of which would adversely affect our business, results of operations] and [added: financial condition.]

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 demand and spending patterns, [added: including by successfully introducing new products,] we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished.

Consumer demand for our products depends in part on the continued strength of our brands, which in turn depends on our ability to anticipate, [removed: understand] [added: understand,] and promptly respond to the rapidly changing preferences and fashion tastes, as well as consumer spending [removed: patterns.][added: patterns, with appealing merchandise.]

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

These concerns may be exacerbated by legislation restricting our ability to use certain materials in our products, as well as negative publicity regarding us or our products, brands, marketing campaigns, [removed: partners] [added: partners,] or celebrity endorsers, which could adversely affect our reputation and sales regardless of the accuracy of such claims.

Social [removed: media,] [added: media and digital marketing campaigns,] which accelerates the dissemination of information, can increase the challenges of containing any such negative claims.

Sales of these products may be adversely affected by factors such as worsening economic conditions, consumer confidence in future economic conditions, changes to fuel and other energy costs, [removed: labor] [added: labor,] and healthcare costs, declines in income or asset values, and increases in consumer debt levels, inflation and interest rates, and unemployment rates.

Uncertainty in global economic conditions continues, particularly in light of [removed: the impacts of the pandemic, and trends] [added: an anticipated economic downturn, causing unpredictability] in consumer discretionary spending [removed: remain unpredictable.][added: trends.]

[added: In] either [removed: case,] [added: event,] these [removed: changes could reduce our sales and profitability, which] [added: factors] could have a material adverse effect on our financial condition and results of operations.

[removed: The businesses of these customers may be impacted by factors] such as changes in economic conditions, [added: recent failures in the US banking system,] reduced consumer demand for premium products, decreases in available credit, and increased competition.

If our customers face financial difficulties, it could have an adverse [removed: impact] [added: effect] on our estimated allowances and reserves, and potentially result in us losing key customers.

We face intense competition from both established companies and newer entrants into the market, and our failure to compete effectively could cause our market share to decline, which could harm our reputation and have a material adverse [removed: impact] [added: effect] on our financial condition and results of operations.

Our inability to compete effectively could cause our market share to decline, which could harm our reputation and have a material adverse [removed: impact] [added: effect] on our financial condition and results of operations.

Our competitors’ greater resources and capabilities in these areas may enable them to more effectively compete on the basis of price and production, develop new products more quickly or with superior technical capabilities, market their products and brands more successfully, identify or influence consumer preferences, increase their market share, withstand the [removed: impacts] [added: effects] of seasonality, and manage periodic downturns in the footwear, apparel, and accessories industry or in economic conditions generally.

Further, we believe that our key customers face intense competition from their competitors, which could negatively [removed: impact] [added: affect] the financial stability of their businesses and their ability to conduct business with us.

We use sheepskin to manufacture a significant portion of our products, and if we are unable to obtain a sufficient quantity of sheepskin at acceptable prices that meets our quality expectations, or if there are legal or social impediments to our ability to use sheepskin, it could have a material adverse [removed: impact] [added: effect] on our business.

If the sheepskin provided by these tanneries and the resulting products we produce do not conform to our quality or sustainability specifications or fail to meet consumer expectations, we could experience reduced demand for our products, a higher rate of customer returns and negative [removed: impacts] [added: effects] on the image of our brands, any of which could have a material adverse [removed: impact] [added: effect] on our business.

Similarly, if these tanneries are not able to deliver sheepskin in the quantities required, or were to cease operations, we may not be able to timely obtain suitable substitute materials, which would limit our ability to meet demand for our products, lead to inventory shortages, [removed: result in a loss of sales, strain our customer relationships, and harm our reputation.]

[added: In addition, any factors that] negatively [removed: impact] [added: affect] the business of these tanneries, or the businesses of the suppliers that warehouse their inventories, such as loss of customers, financial instability, loss or destruction of property, work stoppages, political instability, or acts of terrorism or catastrophic events, could result in shortages in our supply of sheepskin.

While we have experienced fairly stable pricing in recent years, fluctuations in the price of sheepskin could occur as a result of weather patterns, [added: supply conditions, transportation costs, energy prices, work stoppages, government regulation, sanctions and policy, economic climates, market speculation, compliance with our working condition, environmental protection and other standards,] 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, and global economic conditions.

While we use purchasing contracts and other pricing arrangements to reduce the [removed: impact] [added: effect] of sheepskin price fluctuations on our results of operations, these strategies may not be sufficient to offset the negative [removed: impact] [added: effect] of a prolonged increase in such prices on our results of operations.

In that event, it is unlikely we would be able to adjust our product prices sufficiently to eliminate the [removed: impact] [added: effect] on our gross margin and our financial results may suffer.

Because sheepskin is used to manufacture a significant portion of our UGG brand products, any legal or social impediments to the sale of sheepskin products, especially within our large target markets, could have a material adverse [removed: impact] [added: effect] on our business, financial condition, and results of operations.

If we are unsuccessful at improving our operational [removed: systems] [added: and IT systems] and our efforts do not result in the anticipated benefits to us or result in unanticipated disruption to our business, our financial condition and results of operations could be adversely affected, and our business may become less competitive.

We continually strive to improve, [removed: automate] [added: automate,] and streamline our operational [added: and IT] systems, [removed: processes] [added: processes,] and infrastructure as part of our ongoing effort to improve the overall efficiency and competitiveness of our business.

If our operational [added: or IT] system upgrades, improvements and associated change management efforts are not successful, our financial condition and results of operations could be adversely affected, and our business may become less competitive.

Our success [added: also] depends in part on the continued operation of our key business processes, including our [removed: information technology (IT)] [added: IT] and global communications systems.

Any disruption to these systems or networks could result in product fulfillment delays, key personnel being unable to perform duties or communicate throughout the organization, loss of sales, significant costs for data restoration, the inability to interpret data timely to enhance operations, and other adverse [removed: impacts] [added: effects] on our business and reputation.

If we are unsuccessful at managing product manufacturing [removed: decisions,] [added: decisions to offset the inherent seasonality of our business, especially given our evolving product offerings,] we may be unable to accurately forecast our inventory and working capital requirements, which may have a material adverse [removed: impact] [added: effect] on our financial condition and results of operations.

Like other companies in our industry, we have an extended design and manufacturing process, which involves the initial design of our products, the purchase of raw [added: and other] materials, the accumulation of inventories, the subsequent sale of the inventories, and the collection of the resulting accounts receivable.

This production cycle requires us to incur significant expenses relating to the design, [removed: manufacturing] [added: manufacturing,] and marketing of our products in advance of the realization of revenue from the sale of our products, and results in significant liquidity requirements and working capital fluctuations throughout our fiscal year.

Because this cycle involves long lead times, which require us to make manufacturing decisions months in advance of an anticipated purchasing decision by the consumer, it is challenging to estimate and manage our inventory and working capital [removed: requirements, which has been exacerbated by supply chain disruptions.][added: requirements.]

Further, once manufacturing decisions are made, it is difficult for our management to predict and timely adjust [removed: expenses] [added: expenses, accurately forecast our financial results, and meet the expectations of analysts and investors,] in reaction to various factors, including the following:

- delays in resource or product availability due to [removed: impacts] [added: effects] from the pandemic; and

For example, if we overestimate demand for any products or styles, we may be forced to incur significant markdowns or sell excess inventories at reduced prices, which would result in lower revenues and reduced gross [removed: margin.][added: margin, and we may not be able to recover our investment in the development of new styles and product lines.]

Global store openings involve substantial investments, including those relating to leasehold [removed: improvements, furniture and fixtures, equipment, information systems, inventory, and personnel.]

Furthermore, we license the right to operate [added: our brand] retail stores [removed: for our brands] to third parties through our partner retail program.

Although no single customer accounted for 10.0% or more of our net sales during fiscal year [removed: 2022,] [added: 2023,] the failure to increase or maintain our sales with our key customers as much as we anticipate would have a negative [removed: impact] [added: effect] on our growth prospects and any decrease or loss of these customers’ business could result in a material decrease in our net sales and net income or loss if we are unable to capture these sales through our DTC channel.

Further, as of March 31, [removed: 2022,] [added: 2023,] we have [removed: one customer] [added: no customers] that [removed: represents 11.2%] [added: represent 10.0%] of trade accounts receivable, net.

New footwear models that we introduce may not be successful with consumers or our brands may fall out of favor with consumers.

If we are unable to anticipate, identify, or react appropriately to changes in consumer preferences, our revenues may decrease, our brands’ image may suffer, our operating performance may decline, and we may not be able to execute our growth plans.

Even if we develop and manufacture new footwear products that consumers find appealing, the ultimate success of a new style may depend on our pricing, and we may set the prices of new styles too high for the market to bear.

Failure to gain market acceptance for new products could impede our ability to maintain or grow current revenue levels, reduce profits, adversely affect the image of our brands, erode our competitive position, and result in long-term harm to our business and financial results.

The businesses of these customers may be affected by factors

This may be exacerbated by supply chain disruptions that may drive higher inventory procurement positions that could negatively affect our gross margins resulting from a need to sell excess quantities though close out channels.

- the effects of unfavorable or unexpected weather patterns on consumer spending and demand for our products, as the sales of a majority of our UGG brand products are inherently seasonal and the further effects of climate change may pronounce these conditions;

Further, as part of our strategy to expand our DCs in the US, in February 2023, we began the build-out of a third US DC located in Mooresville, Indiana, and expect it to be operational during our next fiscal year ending March 31, 2024 (next fiscal year).

If any of these were to occur, we may not be able to timely source raw and other materials, manufacture product, or fill customer orders, or

Changes to our current and future office environments, adoption of new work models, and our business requirements or expectations about when or how often employees work either on-site or remotely may not meet the expectations of our employees.

As certain jobs and employers increasingly operate remotely, traditional geographic competition for talent may change in ways that cannot be fully predicted at this time.

If our employment proposition is not perceived as favorable compared to other companies’ policies, it could negatively affect our ability to attract, hire and retain our employees.

result in a loss of sales, strain our customer relationships, and harm our reputation.

Any and all of these factors may be exacerbated by global climate change.

We rely on technical innovation, as well as increased use of environmentally preferred materials, to compete in the market for our products.

Our success relies in part on our continued innovation in both the materials we use and the design of our footwear.

We continue to invest in research and development to drive our efforts to increasingly incorporate environmentally preferred materials in our products.

For example, we continue to leverage our proprietary UGGpure and UGGplush materials, which incorporate repurposed wool to reduce our use of virgin wool.

We also increasingly use preferred synthetics, such as recycled polyester, recycled nylon, recycled polyethylene, and bio-based ethylene, preferred regenerated or synthetic cellulosic fibers, such as TENCEL™ Lyocell and TENCEL™ Modal, and preferred plant fibers, such as cotton sourced through responsible cotton schemes, hemp, linen, ramie, and jute, as well as preferred wool, including UGGpure repurposed wool, and the responsible-down certified standard.

Although we continue to invest in research and development to refine our materials and develop new properties for specific applications, if we fail to introduce technical innovation in our products or experience issues with the quality of our products or materials, consumer demand for our products could decline and we may experience reputational damage.

Further, as our brands transition to suppliers with preferred materials, we may be subject to increased costs or supply constraints, which could reduce our sales and profitability and have a material adverse effect on our financial condition and results of operations.

Our future growth depends in part on our expansion efforts outside of North America (international growth strategy).

However, if we are unable to identify new retail locations with consumer traffic sufficient to support a profitable sales level, our retail growth may be limited.

improvements, furniture and fixtures, equipment, information systems, inventory, and personnel.

Successful operation of a retail store depends, in part, on the overall ability of the retail location to attract a consumer base sufficient to generate profitable store sales volumes, and if we have insufficient sales at a new store location, we may be unable to avoid losses or negative cash flows.

Additionally, we expanded our 3PL presence in Asia during fiscal year 2023.

Natural disasters or other catastrophic events, including the pandemic and the effects of climate change, may damage or disrupt our operations, international markets, and the global economy.

Our operations are subject to interruption from extreme weather events, power shortages, pandemics, terrorism, political instability, telecommunications failure, cyber-attacks, war, and other events beyond our control.

Although we maintain disaster recovery plans, such events could disrupt our operations or those of our independent manufacturers, suppliers and customers, including through the inability of personnel to work, destruction of facilities, loss of life, and adverse effects on supply chains, power, infrastructure and the integrity of information technology (IT) systems, all of which could materially increase our costs and expenses, delay or decrease sales and disrupt our ability to maintain business continuity.

We could incur significant costs to improve the climate-related resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate the effects of climate change.

We could also experience increased costs for energy, production, transportation, and raw and other materials, which could adversely affect our operations.

Our insurance may not be sufficient to cover losses that we may sustain.

A significant natural disaster or other event that disrupts our operations or those of our partners or customers could have a material adverse effect on our business, results of operations and financial condition.

health and safety practices, human capital management, product quality, supply chain management, and workforce inclusion and diversity.

Increasing focus on ESG matters has resulted in, and is expected to continue to result in, the adoption of legal and regulatory requirements designed to mitigate the effects of climate change on the environment, as well as legal and regulatory requirements requiring climate-related disclosures.

If new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations.

Our processes and controls for reporting ESG matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC, European, and other regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.

Elevated inventory levels, combined with the uneven flow of receipts and shipments, could cause further capacity pressures within our US DCs and 3PLs, resulting in higher costs and limiting our ability to efficiently fulfill orders for our wholesale partners and consumers.

We continue to actively manage our inventory positions, including by investing in supply chain and related tools, and transit lead times and related freight costs during fiscal year 2023 have improved compared to fiscal year 2022.

However, these disruptions remain elevated compared to pre-pandemic levels and we expect supply chain constraints to continue into our next fiscal year.

Health epidemics, including the pandemic, have had, and 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 we, our customers, and our partners operate.

Since 2020, the pandemic has had, and in the future other public health crises or epidemics could have, repercussions across local, regional, and global economies and financial markets.

The pandemic has driven global uncertainty, disrupted consumer spending and consumer supply chains, contributed to global shipping delays and port congestions, and created significant volatility and disruption of financial markets.

In addition, the demand for our products and our financial condition could be adversely impacted due to a number of other factors in connection with this or other pandemics, including the following:

- reduced demand for certain products, including as a result of decreased store traffic due to retail store closures, social distancing restrictions or changes in consumer behavior;

- a deterioration in our ability, or the ability of our customers, to operate in affected regions;

- reduced availability of our supply of raw materials;

- the impact on and recovery time of our supply chain, including consequential staffing shortages and manufacturing and shipping delays;

- financial difficulties facing our customers, which could cause them to be unable to make or delay making payments to us or result in order cancellations for our product offerings.

We expect any further spread of the pandemic or the threat or perception that this could occur, or any protracted duration of decreased economic activity, could have a material adverse effect on our business, operations and financial results.

Further, we 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 travel restrictions are relaxed.

Many of our products are inherently seasonal, and the sales of certain of our products are highly sensitive to weather conditions, which makes it difficult to anticipate consumer demand for our products, manage our expenses, and forecast our financial results.

Due to the nature of our product offerings, sales of our products are inherently seasonal.

Historically, the highest percentage of UGG and Koolaburra brand net sales have occurred during the fall and winter (our second and third fiscal quarters), and the highest percentage of Teva and Sanuk brand net sales have occurred during the spring and summer (our first and fourth fiscal quarters).

Net sales for the HOKA brand occur more evenly throughout the year reflecting the brand’s year-round performance product offerings.

Due to the magnitude of the UGG brand relative to our other brands, seasonal trends have resulted in our net sales for the second and third

fiscal quarters significantly exceeding that of the first and fourth fiscal quarters.

While we continue to diversify and expand our product offerings by creating more year-round styles and focus on increasing HOKA brand net sales as a percentage of our aggregate net sales to positively impact our seasonality trends, we expect our quarterly net sales to fluctuate for the foreseeable future.

Sales of certain of our products are highly sensitive to weather conditions, which are difficult to predict and beyond our control.

For example, extended periods of unseasonably warm weather during the fall or winter 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 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 meet the expectations of analysts and investors.

Due to the relative concentration of our sales in certain months of the year, factors impacting consumer spending patterns in those months, such as unexpected weather patterns, declines in consumer confidence, changing consumer preferences, uncertain economic conditions, or inflation will disproportionately impact 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 due to these or other factors could increase the volatility of our stock price, which could cause our stock price to decline.

In

If we fail to compete effectively in the future, our sales could decline, and our margins could be impacted, either of which could have a negative impact on our financial condition and results of operations.

In addition, any factors that

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

For example, our inventory in transit as of the end of our third and fourth fiscal quarters ended December 31, 2021, and March 31, 2022, respectively, was significantly higher than our inventory in transit in the comparable periods during fiscal year 2021, and these pressures have negatively impacted our gross margin and may continue to do so in future periods.

- the impacts of unfavorable weather patterns on consumer spending and demand for our products;

In either event, these factors could have a material adverse impact on our financial condition and results of operations.

It may be difficult to identify new retail store locations that meet our requirements, and any new retail stores may not realize returns on our investments.

We expect to continually review our retail store fleet and may simultaneously identify opportunities for closure of underperforming locations while opening new retail stores at different locations.

Because a certain amount of our retail store costs are fixed, if we have insufficient sales at a new store location, we may be unable to avoid losses or negative cash flows.

The closure of a retail store can result in a significant negative financial impact, including lost sales, write-offs of retail store assets and inventory, lease termination costs, and severance costs.

In light of these costs and impairments, we conduct a thorough diligence process and apply stringent financial parameters when assessing whether to open a new retail store location.

However, there can be no assurance that any new retail location will generate a positive return on our investment or increase our sales.

We 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 we are unable to attract, retain, and motivate the personnel necessary to execute our growth plan or successfully operate our business, we may be unable to achieve our long-term strategic objectives, our results of operations may suffer, and it may damage our reputation as a preferred employer which would challenge our ability to effectively compete across the global labor market.

terminate their employment with us at any time.

This discussion includes an analysis of our financial condition and results of operations for the years ended March 31, [removed: 2022,] [added: 2023,] and [removed: 2021] [added: 2022] and year-over-year comparisons between those periods.

For year-over-year comparisons between the years ended March 31, [removed: 2021,] [added: 2022,] and [removed: 2020,] [added: 2021,] refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2021,] [added: 2022,] filed with the SEC on May [removed: 28, 2021.*][added: 27, 2022.*]

Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” [added: and Part I, Item 1A, "Risk Factors,"] within this Annual Report for additional information.*

We believe [removed: that] our products are distinctive and appeal to a broad demographic.

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

Consolidated financial performance highlights [removed: of] [added: for] fiscal year [removed: 2022] [added: 2023] compared to [removed: the prior period,] [added: fiscal year 2022,] are as follows:

▪Wholesale channel net sales increased [removed: 31.0%] [added: 11.6%] to [removed: $1,936,739.][added: $2,160,675.]

▪DTC channel net sales increased [removed: 13.8%] [added: 20.8%] to [removed: $1,213,600.][added: $1,466,611.]

▪Domestic net sales increased [removed: 23.1%] [added: 13.1%] to [removed: $2,167,793.][added: $2,451,497.]

▪International net sales increased [removed: 25.3%] [added: 19.7%] to [removed: $982,546.][added: $1,175,789.]

- Gross margin decreased [removed: 300] [added: 70] basis points to [removed: 51.0%.][added: 50.3%.]

- Income from operations increased [removed: 12.0%] [added: 15.6%] to [removed: $564,707.][added: $652,751.]

- Diluted earnings per share increased [removed: by $2.79 per share] [added: 19.1%] to [removed: $16.26] [added: $19.37] per share.

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

[removed: The HOKA brand’s growth has been balanced across its ecosystem] [added: - We remain focused on increasing consumer adoption] of [removed: access points,] [added: the HOKA brand] with all geographic regions and distribution channels experiencing significant year-round growth, which has positively impacted our [added: financial results and] seasonality trends.

- Our marketplace strategies in Europe and Asia (international reset strategies) have continued to drive UGG brand awareness and consumer acquisition [removed: through] [added: by] building [removed: a foundation of diversified and counter-seasonal product acceptance, especially with younger consumers,] [added: brand acceptance] through localized marketing [removed: investments, which is fueling a healthier product mix and reducing the need for promotional activity.][added: investments.]

[added: -] Our long-term growth strategy remains focused on building our DTC channel to represent an [removed: increasing] [added: increased] portion of our total net sales, [removed: as we prioritize] [added: and prioritizing] consumer acquisition and experience [added: to sustain] strong demand [removed: for the HOKA] and [removed: UGG] [added: market positions for our] brands.

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

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

- High consumer brand loyalty due to consistent delivery of [removed: quality] [added: crafted; purposefully built] and luxuriously comfortable footwear, apparel, and accessories.

- Diversification of our footwear product offerings, such as [removed: Women's] [added: our] spring and summer lines, as well as expanded category offerings for Men's products, and more [removed: fashionable] [added: iconic fashion] product for our Classics line.

Strong marketing has fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is [removed: rapidly] growing within selective key accounts.

- Increasing brand awareness in key major global markets due to outdoor lifestyle participation [removed: amongst] [added: among] younger consumers.

- Introducing a broader and more premium range of [added: comfortable and easy slip-on] product, including through category extensions in [added: comfort] casual footwear for the younger [removed: consumer, including slippers] [added: consumer] and [removed: boots.][added: establishing a year-round product offering, from sandals to slippers to winterized casual comfort.]

Other [removed: Brands.] [added: Brands.] Other brands consist primarily of the Koolaburra brand.

- Increasing brand awareness with [removed: younger] [added: fashion focused] consumers.

- Evolution of key franchises and [removed: further] [added: purpose-built] expansion in fashion casual boots, [removed: sneakers,] [added: slippers,] and [removed: slippers.][added: sandals.]

Direct-to-Consumer. Our DTC business encompasses all our brands and is comprised of our [added: e-commerce business and] retail stores [added: that are intertwined] and [removed: e-commerce websites which,] [added: interdependent] in an omni-channel [removed: marketplace, are intertwined and interdependent.][added: marketplace.]

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

As of March 31, [removed: 2022,] [added: 2023,] we operate our e-commerce business through Company-owned websites and mobile platforms in [removed: 59] [added: 57] different [removed: countries, for which the net sales are recorded in our DTC reportable operating segment.][added: countries.]

*Retail Business.* Our global Company-owned [added: mono branded] retail stores are predominantly UGG brand concept stores and UGG brand outlet stores, [removed: though also include recent] [added: as well as new] openings [removed: in our retail store fleet for the] [added: of] HOKA [removed: brand.][added: brand stores.]

As of March 31, [removed: 2022,] [added: 2023,] we have a total of [removed: 149] [added: 164] global retail [removed: stores,] [added: stores (including 18 HOKA brand stores),] which includes [removed: 75] [added: 81] concept stores and [removed: 74] [added: 83] outlet stores.

We will continue to evaluate our retail store fleet strategy in response to [added: brand strategy] changes in consumer demand and retail store traffic patterns.

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

[removed: We anticipate continuing to operate a curated fleet of flagship] [added: Flagship] stores [removed: to] [added: provide broader product offerings and generate greater traffic that] enhance our interaction with [removed: our] consumers and increase brand loyalty.

*Shop-in-Shop Stores.* Included in the total count of global concept stores are [removed: 27] [added: 29] shop-in-shop (SIS) stores, [removed: 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.

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

[removed: When a partner retail store is opened, or a store is converted into a partner retail store, the] [added: Our net sales] related [added: to the e-commerce business and retail stores discussed above are recorded in our DTC reportable operating segment, except for] net sales [added: generated by partner retail stores, which] are recorded in each respective [removed: brand’s] [added: brand's] wholesale reportable operating segment, as applicable.

Throughout this Annual Report we provide certain financial information on a constant currency basis, excluding the effect of foreign currency exchange rate fluctuations, which we disclose in addition to [removed: the] [added: certain] financial measures calculated and presented in accordance with generally accepted accounting principles in the United States (US GAAP).

We provide these non-GAAP financial measures to provide information that may assist investors in understanding our [removed: financial] results [added: of operations] and assessing our prospects for future performance.

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

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

- Similar to other companies in our industry, we continue to monitor pressures on the global supply chain, which have shifted the timing of shipments across our brands compared to the prior period, resulting in inventory levels outpacing sales growth.

However, we have seen improvements in transit lead times and related freight costs compared to the prior period, which has had a positive impact on results of operations through fiscal year 2023.

- We continue to be flexible in adapting to the fluid logistics environment by implementing additional measures to mitigate the effects of supply chain disruptions, which has resulted in and may continue to result in higher costs.

Our efforts include expanding our global warehouses and DCs, as well as our 3PL arrangements, and diversifying and increasing the number of our third-party manufacturers.

Our efforts to drive HOKA brand performance are primarily focused on distribution management, launching innovative product offerings and global marketing campaigns to drive brand awareness, and further expanding the HOKA brand presence through our DTC channel.

However, unfavorable foreign currency exchange rates have partially offset international growth of the UGG brand during fiscal year 2023.

- We continue to adopt selective price increases as appropriate by brand and product, which we believe can help mitigate increased costs.

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

*Flagship Stores.* Included in the total count of global concept stores are seven flagship stores, which are primarily located in major tourist locations.

We anticipate opening four additional flagship stores in Europe and Asia during our next fiscal year.

| Net sales | | | $ | 3,627,286 | | | | | 100.0 | | % | | | | $ | 3,150,339 | | | | | 100.0 | | % | | | | $ | 476,947 | | | | | 15.1 | | % |

| Cost of sales | | | 1,801,916 | | | | | | 49.7 | | | | | | 1,542,788 | | | | | | 49.0 | | | | | | (259,128) | | | | | | (16.8) | | |

| Gross profit | | | 1,825,370 | | | | | | 50.3 | | | | | | 1,607,551 | | | | | | 51.0 | | | | | | 217,819 | | | | | | 13.5 | | |

| Income from operations | | | 652,751 | | | | | | 18.0 | | | | | | 564,707 | | | | | | 17.9 | | | | | | 88,044 | | | | | | 15.6 | | |

| Total other (income) expense, net | | | (13,331) | | | | | | (0.4) | | | | | | 69 | | | | | | — | | | | | | 13,400 | | | | | | 19,420.3 | | |

| Income before income taxes | | | 666,082 | | | | | | 18.4 | | | | | | 564,638 | | | | | | 17.9 | | | | | | 101,444 | | | | | | 18.0 | | |

| Income tax expense | | | 149,260 | | | | | | 4.1 | | | | | | 112,689 | | | | | | 3.6 | | | | | | (36,571) | | | | | | (32.5) | | |

| Net income | | | 516,822 | | | | | | 14.3 | | | | | | 451,949 | | | | | | 14.3 | | | | | | 64,873 | | | | | | 14.4 | | |

| Comprehensive income | | | $ | 502,742 | | | | | 13.9 | | % | | | | $ | 443,737 | | | | | 14.1 | | % | | | | $ | 59,005 | | | | | 13.3 | | % |

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

| Basic | | | $ | 19.50 | | | | | | | | | | | $ | 16.43 | | | | | | | | | | | $ | 3.07 | | | | | 18.7 | | % |

| Diluted | | | $ | 19.37 | | | | | | | | | | | $ | 16.26 | | | | | | | | | | | $ | 3.11 | | | | | 19.1 | | % |

| Domestic | | | $ | 2,451,497 | | | | | $ | 2,167,793 | | | | | $ | 283,704 | | | | | 13.1 | | % |

| International | | | 1,175,789 | | | | | | 982,546 | | | | | | 193,243 | | | | | | 19.7 | | |

| Total | | | $ | 3,627,286 | | | | | $ | 3,150,339 | | | | | $ | 476,947 | | | | | 15.1 | | % |

| | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | | | | |

| Wholesale | | | $ | 1,004,356 | | | | | $ | 1,088,082 | | | | | $ | (83,726) | | | | | (7.7) | | % |

| Direct-to-Consumer | | | 924,855 | | | | | | 893,887 | | | | | | 30,968 | | | | | | 3.5 | | |

| *Total* | | | 1,929,211 | | | | | | 1,981,969 | | | | | | (52,758) | | | | | | (2.7) | | |

| Wholesale | | | 925,877 | | | | | | 628,674 | | | | | | 297,203 | | | | | | 47.3 | | |

| Direct-to-Consumer | | | 487,039 | | | | | | 262,920 | | | | | | 224,119 | | | | | | 85.2 | | |

| *Total* | | | 1,412,916 | | | | | | 891,594 | | | | | | 521,322 | | | | | | 58.5 | | |

| Wholesale | | | 149,111 | | | | | | 129,094 | | | | | | 20,017 | | | | | | 15.5 | | |

| Direct-to-Consumer | | | 33,950 | | | | | | 33,643 | | | | | | 307 | | | | | | 0.9 | | |

| *Total* | | | 183,061 | | | | | | 162,737 | | | | | | 20,324 | | | | | | 12.5 | | |

| Wholesale | | | 27,678 | | | | | | 30,316 | | | | | | (2,638) | | | | | | (8.7) | | |

| Direct-to-Consumer | | | 10,288 | | | | | | 12,779 | | | | | | (2,491) | | | | | | (19.5) | | |

| *Total* | | | 37,966 | | | | | | 43,095 | | | | | | (5,129) | | | | | | (11.9) | | |

- Net sales increased 23.8% to $3,150,339.

- Similar to other companies in our industry, we continue to experience supply chain challenges across each of the geographies in which we operate.

The most significant macro-level supply chain impacts continue to be extended transit lead times and cost pressures, including from inflation, due primarily to container shortages, port congestion, and trucking and labor scarcity, which have created negative downstream impacts on our results of operations.

To offset the impacts of these ongoing constraints, we have used a substantial amount of air freight.

These costs, together with higher ocean container shipment and trucking costs, have elevated our transportation and logistics costs and negatively impacted our gross margin during fiscal year 2022, and we expect will continue to do so in future periods, particularly as we seek to maintain strategic product launch timelines and customer service levels.

As we manage product availability, we remain focused on mitigating the impacts of ongoing disruptions in both the wholesale and DTC channels into our next

fiscal year, including through the use of air freight (almost exclusively for the HOKA brand) and the early procurement of inventory in the country of sale, which will likely result in higher levels of inventory to allow us to maintain expected service levels into our next fiscal year.

We anticipate these global supply chain pressures will continue, and we remain focused on ensuring our long-term growth strategy remains flexible to adapt to fluid conditions.

- Although our owned DCs and 3PL providers are currently operating and supporting ongoing logistics, certain of these facilities continue to experience operational challenges, which have resulted in delays distributing our products, as well as cost pressures.

Further, the headwinds we have encountered transitioning to our new European 3PL as that provider refines its system and delivery levels have exacerbated supply chain pressures.

While this transition has been difficult in the current logistics environment, we believe this is a critical investment to create long-term capacity that will facilitate future growth.

We continue to invest in infrastructure, including in our global distribution and logistics capabilities, end-to-end planning systems, and e-commerce platforms, as well as in expanding our sourcing capabilities and distribution points, to ensure we scale our operations commensurate with consumer demand.

Inflation

*•*Due to recent heightened inflation in key global markets, including the United States, we experienced impacts from inflation during fiscal year 2022, primarily related to supply chain challenges including higher freight costs, discussed above.

We expect our business will be impacted by continued or increasing inflation in future periods, including impacts to costs for finished goods, freight, and commodities, which will impact our gross margin in our next fiscal year, as well as potential impacts to our operating expenses, foreign currency exchange rates, wages in a competitive job market, interest rates on borrowings, and customer demand.

- We remain focused on accelerating consumer adoption of the HOKA brand globally to execute our long-term growth strategy, including through an optimized digital marketing strategy.

In our next fiscal year, we intend to focus our efforts to drive HOKA brand performance on distribution management to drive new consumer acquisition in key markets and launching innovative product offerings to increase category adoption and market share gains with existing consumers.

For example, we’re looking at volume expansion with new and existing global strategic wholesale partners to drive new consumer acquisition.

Further, we recently opened the HOKA brand's first owned and operated retail stores in Asia and launched pop-up stores in North America to build upon our retail strategy and define the optimal consumer experience and concept for the HOKA brand.

We plan to open additional retail stores for the HOKA brand and to continue exploring opportunities to strategically expand our HOKA brand retail store fleet.

- While we experienced a channel mix shift to wholesale in fiscal year 2022 as we refilled customer inventory levels, our aggregated DTC channel mix continues to be above our historical pre-pandemic levels.

- We continue to make selective price increases as appropriate by brand and product, taking into consideration, for example, the competitive landscape of our brands, our segmentation strategy, and higher costs, including for inflationary pressures on materials used in the production of our products, as well as ocean freight costs, which we believe can be mitigated by these price increases.

However, we do not expect price increases to cover the significant use of air freight in our next fiscal year.

Primarily located in major tourist locations, these stores are typically larger than our general concept stores with broader product offerings and greater traffic.

The net sales for these stores are recorded in our DTC reportable operating segment.

*Partner Retail Stores.* We rely on partner retail stores for the UGG and HOKA brands.

| Net sales | | | $ | 3,150,339 | | | | | 100.0 | | % | | | | $ | 2,545,641 | | | | | 100.0 | | % | | | | $ | 604,698 | | | | | 23.8 | | % |

| Cost of sales | | | 1,542,788 | | | | | | 49.0 | | | | | | 1,171,551 | | | | | | 46.0 | | | | | | (371,237) | | | | | | (31.7) | | |

| Gross profit | | | 1,607,551 | | | | | | 51.0 | | | | | | 1,374,090 | | | | | | 54.0 | | | | | | 233,461 | | | | | | 17.0 | | |

| Income from operations | | | 564,707 | | | | | | 17.9 | | | | | | 504,205 | | | | | | 19.8 | | | | | | 60,502 | | | | | | 12.0 | | |

| Other expense, net | | | 69 | | | | | | — | | | | | | 2,691 | | | | | | 0.1 | | | | | | 2,622 | | | | | | 97.4 | | |

| Income before income taxes | | | 564,638 | | | | | | 17.9 | | | | | | 501,514 | | | | | | 19.7 | | | | | | 63,124 | | | | | | 12.6 | | |

| Income tax expense | | | 112,689 | | | | | | 3.6 | | | | | | 118,939 | | | | | | 4.7 | | | | | | 6,250 | | | | | | 5.3 | | |

| Net income | | | 451,949 | | | | | | 14.3 | | | | | | 382,575 | | | | | | 15.0 | | | | | | 69,374 | | | | | | 18.1 | | |

| Comprehensive income | | | $ | 443,737 | | | | | 14.1 | | % | | | | $ | 391,391 | | | | | 15.3 | | % | | | | $ | 52,346 | | | | | 13.4 | | % |

| Basic | | | $ | 16.43 | | | | | | | | | | | $ | 13.64 | | | | | | | | | | | $ | 2.79 | | | | | | | |

| Diluted | | | $ | 16.26 | | | | | | | | | | | $ | 13.47 | | | | | | | | | | | $ | 2.79 | | | | | | | |

| Domestic | | | $ | 2,167,793 | | | | | $ | 1,761,477 | | | | | $ | 406,316 | | | | | 23.1 | | % |

| International | | | 982,546 | | | | | | 784,164 | | | | | | 198,382 | | | | | | 25.3 | | |

| Total | | | $ | 3,150,339 | | | | | $ | 2,545,641 | | | | | $ | 604,698 | | | | | 23.8 | | % |

For the manufacturing of our products, we purchase [added: from suppliers] certain raw materials that are affected by commodity prices, which include sheepskin, [added: wool (primarily for UGGpure),] leather, and [removed: wool.][added: sugarcane derived resin or EVA.]

Most of our sheepskin is purchased from two tanneries in China, which is sourced primarily from Australia and the [removed: United Kingdom.][added: UK.]

We typically fix prices for all of our raw [added: and other] materials with firm pricing agreements on a seasonal basis.

For [removed: sheepskin and] [added: sheepskin,] leather, [added: and repurposed wool (or UGGpure),] we use purchasing contracts [removed: and] [added: (and] refundable deposits [added: for certain sheepskin supply agreements)] to attempt to manage price volatility as an alternative to hedging commodity prices.

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

[removed: With respect to sheepskin and leather, in] [added: In] the event of significant price increases for these commodities, we will likely not be able to adjust our selling prices sufficiently to eliminate the impact of such increases on our profitability.

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, [removed: “Leases] [added: "Commitments] and [removed: Other Commitments,”] [added: Contingencies,"] of our consolidated financial statements in Part IV within this Annual Report for further information on our minimum [removed: commodity] purchase [removed: commitments.][added: obligations for commodities.]

Fluctuations in currency exchange rates, primarily between the US dollar and the currencies of Europe, Asia, Canada, and Latin [removed: America where we operate,] [added: America,] may affect our results of operations, financial position, and cash flows.

We face market risk to the extent [removed: that] foreign currency exchange rate fluctuations affect our foreign assets, liabilities, revenues, and expenses.

We are exposed to financial statement transaction gains and losses as a result of remeasuring our monetary assets and liabilities that are denominated in currencies other than [removed: the] [added: our] subsidiaries’ functional currencies.

Foreign currency exchange rate fluctuations affect our [removed: reported profits] [added: results of operations] and can make comparisons from year to year more difficult.

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

As our international operations grow and we increase purchases and sales in foreign currencies, we will continue to evaluate our hedging strategy and may utilize additional derivative [removed: instruments, as needed,] [added: instruments] to hedge our foreign currency exchange rate risk.

As of March 31, [removed: 2022,] [added: 2023,] there are no known factors that we would expect to result in a material change in the general nature of our foreign currency exchange rate risk exposure.

Our market risk exposure with respect to our revolving credit facilities is tied to changes in applicable interest rates, including the [added: adjusted] Alternate Base Rate, the [removed: federal funds effective rate, currency-specific London Interbank] [added: Secured Overnight Financing Rate, the adjusted Euro InterBank] Offered [removed: Rate] [added: Rate, the Sterling Overnight Index Average,] and [added: the] Canadian [removed: deposit offering rate] [added: Dollar Offered Rate] for our Primary Credit Facility, [added: and the] People’s Bank of China market rate for our China Credit [removed: Facility, and Tokyo 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: 2022,] [added: 2023,] due to no outstanding balances under our revolving credit facilities.

Recently, we have begun to enter into purchasing contracts for sugarcane derived resin or EVA, which is used to manufacture a significant portion of UGG brand products.

While EVA purchasing contracts do not typically require deposits when minimum volumes are not fully consumed; they are typically non-cancellable and subject to fees.

We continue to evaluate our pricing agreement strategy for our commodities, including alternative bio-based materials.

Foreign currency exchange rate fluctuations had an incremental negative impact on our results of operations for the year ended March 31, 2023, when compared to the year ended March 31, 2022.

As of March 31, 2023, a hypothetical 10.0% foreign currency exchange rate fluctuation would have resulted in an immaterial aggregate change to our consolidated statements of comprehensive income during the year ended March 31, 2023, due to no outstanding balances for derivative instruments.

We believe [removed: that] our products are distinctive and appeal to a broad demographic.

Strong marketing has fueled both domestic and international sales growth for the HOKA brand, which has quickly become a leading brand within our run and outdoor specialty wholesale accounts and is [removed: rapidly] growing within selective key accounts.

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

UGG Wholesale. We sell our UGG brand products primarily through fashion lifestyle retailers such as Urban [removed: Outfitters and ASOS,] [added: Outfitters,] domestic higher-end department stores such as Nordstrom, Dillard’s, and Macy’s, streetwear and sports style [removed: partners] [added: partners,] such as Footlocker and Journey’s, [removed: as well as] [added: and] online [removed: retailers] [added: 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 such as Fleet [removed: Feet, JackRabbit,] [added: Feet and] Road Runner Sports, [added: outdoor retailers, such as] REI, select online retailers such as Zappos.com, [removed: and] other strategic partners, such as DICK’s Sporting [removed: Goods,] [added: Goods and] Running Warehouse, [added: streetwear] and [added: sports style partners, such as Footlocker, and higher-end department stores, such as] Nordstrom.

Teva Wholesale. We sell our Teva brand footwear primarily through [removed: specialty] outdoor retailers, [removed: sporting goods and department stores, including] [added: such as] REI, [removed: Famous Footwear, United Arrows, ABC Mart, Aeon Sports,] [added: fashion lifestyle retailers, such as] Urban Outfitters, [added: other strategic partners, such as] DICK’s Sporting Goods, [removed: DSW,] [added: large national retail chains, such as Famous Footwear] and [added: DSW, higher-end department stores such as] Nordstrom, and online retailers such as Amazon.com and Zappos.com.

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

[removed: Key accounts of the] [added: We sell our] Koolaburra brand [removed: include] [added: footwear primarily through] larger national retail chains, including Kohl’s, DSW, [removed: Macy’s, QVC,] Shoe Carnival, and Famous Footwear, [removed: as well] [added: certain higher-end department stores, such] as [added: Macy’s, and] online retailers such as Amazon.com and Zappos.com.

Our [added: Company-owned mono branded] retail stores are predominantly UGG brand concept stores and UGG brand outlet stores, [removed: though also include recent] [added: as well as new] openings [removed: in our retail store fleet for the] [added: of] HOKA [removed: brand.][added: brand retail stores.]

We also have several UGG brand flagship stores and [removed: recently opened] a HOKA brand flagship store, which are [removed: lead] [added: Company-owned premium mono branded] concept stores in key markets designed to showcase the UGG and HOKA brand [removed: products, respectively.][added: products.]

As of March 31, [removed: 2022,] [added: 2023,] we operate our e-commerce business through Company-owned websites and mobile platforms in [removed: 59] [added: 57] different [removed: countries,] [added: countries] and have a total of [removed: 149] [added: 164] global retail [removed: stores,] [added: stores (including 18 HOKA brand retail stores),] which includes [removed: 75] [added: 81] concept stores and [removed: 74] [added: 83] outlet stores.

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

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

We also enter into fixed purchasing contracts and other pricing arrangements with certain [added: suppliers of] sheepskin, [added: wool (primarily for UGGpure, further discussed below),] leather, and [removed: UGGpure suppliers] [added: sugarcane derived ethylene vinyl acetate (EVA)] to manage price volatility.

Refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Note 7, [removed: “Leases] [added: "Commitments] and [removed: Other Commitments,”] [added: Contingencies,"] of our consolidated financial statements in Part IV within this Annual Report for further information on our minimum purchase commitments.

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

We use a proprietary [removed: raw] material, UGGpure, which is almost entirely repurposed wool woven into a durable backing, and UGGplush, which is almost entirely repurposed wool and lyocell woven into a durable backing, in some of our UGG brand products.

[removed: As part of] [added: In] an [removed: ongoing] effort to eliminate waste as part of our corporate sustainability efforts, at this time, all of the wool in UGGpure and UGGplush is sheared from the sheepskin we are already using in our products.

In addition, we are continuing to drive our strategy of introducing counter-seasonal products through category expansion, including the UGG brand’s spring and summer products, as well as the year-round performance footwear product offering of the HOKA brand, which we believe will [removed: help] further reduce our [removed: dependency] [added: dependence] on sheepskin.

Excluding sheepskin, UGGpure, [removed: and] UGGplush, [added: and sugarcane derived resin or EVA,] we believe that substantially all raw materials and components used to manufacture our products, including wool, rubber, leather, and nylon webbing, are generally available from multiple sources at competitive prices.

We have an extended design and manufacturing process, which involves the initial design of our products, the purchase of raw [added: and other] materials, the accumulation of inventories, the subsequent sale of the inventories, and the collection of the resulting accounts receivable.

Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report for further information on the [removed: associated risks and] impacts on our business [removed: for] [added: of] supply chain [removed: disruptions.][added: disruptions and the associated risks.]

As a global leader in designing, [removed: marketing] [added: marketing,] and distributing innovative footwear, apparel, and accessories, our worldwide reach and impact is significant.

We believe consumers are increasingly buying brands that [removed: advance sustainable business practices and] deliver quality products while striving for minimal environmental impact by employing [removed: socially conscious operations.][added: sustainable business practices.]

Our sustainability policies and strategies are [removed: aligned with, and] informed [removed: by,] [added: by] our ongoing efforts with multi-stakeholder initiatives, which involve our stockholders, employees, suppliers, and [removed: our] customers, as well as other brands and non-governmental organizations.

Through our holistic [removed: environmental, social and governance] [added: ESG] program, which has been in existence since 2010, we are committed to advancing our sustainable business initiatives.

As a result of our efforts, we have been recognized by [added: Investor’s Business Daily as one of the Best ESG Companies, by Sustainalytics as one of the Top-Rated ESG Companies, by] Newsweek as one of America’s Most Responsible [removed: Companies] [added: Companies,] and included on the Bloomberg Gender Equality Index during fiscal year [removed: 2022.][added: 2023.]

ESG Oversight. Our Board of Directors, through its Corporate [added: Responsibility, Sustainability &] Governance [removed: Committee,] [added: Committee (Corporate Governance Committee),] which is comprised of four independent [removed: directors, oversees our ESG efforts.][added: directors.]

The Corporate Governance Committee and [removed: full] Board of Directors regularly [removed: receives] [added: receive] updates on the status of our ESG program.

Our ESG program aligns our internal teams with our Sustainable Development Goals [removed: (SDGs)] [added: (SDGs), detailed below,] and establishes policies to encourage our partners and suppliers to employ sustainable business practices.

In addition, our internal audit team provides periodic targeted reviews of our ESG-related policies and procedures to the Audit [removed: & Risk Management] Committee.

We highly value stakeholder input and have consistently demonstrated our commitment to maintaining open and interactive dialogue on ESG matters with our stakeholders, including non-governmental organizations, employees, [added: stockholders,] suppliers, industry groups, [removed: communities] [added: communities,] and governments, to ensure their views are actively considered in executing our ESG program.

Additionally, we actively engage with our employees to obtain valuable feedback and track [removed: progress.][added: progress, including through regular employee engagement surveys.]

Sustainable Development Goals. Achieving measurable sustainability success is critical to our future economic and business growth, and we work to establish SDGs that we believe [removed: will make] [added: are] the most [removed: significant impact for] [added: relevant to] our business, our [added: operations, our] stockholders, and the communities in which we operate.

Our CAO identifies specific SDGs established by the UNGC, which we adopt to guide our [removed: efforts to address environmental and social challenges.][added: ESG strategy.]

The following is a brief overview of our SDGs and related achievements during fiscal year [removed: 2022:][added: 2023:]

- *Materials.* We strive to maximize the amount of environmentally preferred materials [removed: in our products (including] [added: (which we define as] recycled, renewable, regenerated, and natural [removed: materials).][added: materials) in our products.]

During fiscal year [removed: 2022,] [added: 2023,] we sourced [removed: the vast majority] [added: all] of our leather supplies [added: used in our footwear] from Leather Working Group-certified tanneries, which promote sustainable and environmentally friendly business practices within the leather industry.

We [removed: continued] [added: also continue] to utilize our third-party, science-based Lifecycle Assessment (LCA) tool to guide our brands toward leveraging preferred materials.

[removed: *•Waste*.][added: - *Waste*.]

We are further expanding our DCs and are in the early stages of building out a third US DC located in Mooresville, Indiana.

We continue to expand our Teva brand wholesale distribution in international markets, including through strategic partners such as United Arrows and ABC Mart in Japan.

Other Brands Wholesale. Other brands is primarily made up of the Koolaburra brand.

Production by our independent manufacturers is performed in accordance

Refer to the “Environmental, Social, and Governance” section below for further information.

Similar to other companies in our industry, we continue to monitor pressures on the global supply chain, which have shifted the timing of shipments across our brands compared to the fiscal year ended March 31, 2022 (the prior period).

However, we have seen improvements in transit lead times and related freight costs, compared to the prior period.

Our Board of Directors oversees our ESG strategy and has ultimate oversight over all sustainability initiatives, strategies, and programs, including economic, social, and environmental risks.

In addition, the Audit & Risk Management Committee (Audit Committee) of the Board periodically assesses risk management, including climate-related risks and policies to ensure a consistent corporate strategy.

The Board of Directors considers whether the ESG program adequately identifies material risks in a timely fashion, implements appropriate responsive risk management strategies, and transmits necessary information with respect to material risks within the organization.

ESG Education*.* During fiscal year 2023, our Corporate Governance Committee, together with our CAO, enrolled in the Diligent ESG and Climate Leadership Certificate Program.

Additionally, as set forth in our Corporate Governance Guidelines, our Board of Directors is required to complete annual training on our Code of Ethics.

Together, we believe these efforts further evidence our ongoing commitment to sustainable business practices and strong ESG performance.

ESG Performance Metrics*.* Our pay-for-performance philosophy demands that we offer performance-based compensation that is directly linked to factors that the Talent & Compensation Committee of our Board of Directors believes will lead to the creation of stockholder value.

During fiscal year 2023, for our executive leadership team, our annual cash incentive award program included a 10% modifier tied to specific ESG initiatives.

Environment Indicators

Many of our facilities were designed with sustainability in mind.

Our corporate headquarters and our Moreno Valley, California, DC are Leadership in Energy and Environmental Design (LEED)-certified silver and our first Mooresville, Indiana, DC is LEED-certified gold.

To further our commitment to monitoring the environmental performance of our supply chain partners, in fiscal year 2023 we began utilizing the HIGG Facility Environmental Module, a sustainability assessment tool used by our factory partners to collect detailed and standardized information about a partner’s waste, water, and energy consumption and identify and prioritize opportunities for sustainability performance improvements.

Where possible, we utilize third-party certifications to assess our environmentally preferred materials, such as the Leather Working Group, Forest Stewardship Council, Responsible Wool Standard, and the Global Recycling Standard.

During fiscal year 2023, all wool used in our footwear products was sourced from preferred sources, including Responsible Wool Standard certified or upcycled from certain sheepskin product.

Our strict policy requires that we only use hides that are the byproduct of the meat industry and, in fiscal year 2023, we continued our evolution moving away from virgin wool by transitioning from UGGpure in support of UGGplush which utilizes TENCEL™ Lyocell rather than virgin wool.

Additionally, our brands continue to seek more preferred sources (either recycled or sugarcane) of EVA, and, during fiscal year 2023, we saw a significant increase in the use of preferred sources of EVA, largely influenced by the UGG brand’s decision to transition away from petroleum-based ethylene to sugarcane-based ethylene in certain high volume, classic silhouette styles.

For example, the UGG brand’s Classic Mini Regenerate and Tasman Regenerate are crafted with raw materials from ranches that practice regenerative agriculture, a conservation and rehabilitation approach focused on topsoil regeneration, encouraging wildlife diversity, and supporting carbon capture in the ground.

UGG also offers a consumer-facing repair service, UGGrenew, to extend the life of Classic Boots.

The Sanuk brand’s Veg Out Collection features 100% plant-based sneakers crafted using plant-based and recycled materials.

Social Indicators

We also partner with Better Work to provide anti-harassment training to key supply chain partners and the International Labour Organization (ILO) training program covering topics such as international labour standards, social protection, social dialogue, innovation, gender equality and diversity, sustainable development, and the future of work.

Our current goal is to empower 100,000 women through workplace-based education and training.

Since setting our target in fiscal year 2020, we have empowered approximately 87,000 women through our engagement efforts and working with valued third-party programs, including HERproject, Better Work and the ILO.

At Deckers, we believe our culture makes us unique.

We regularly conduct employee surveys to understand our employee’s experiences on a variety of topics focused on employee engagement.

Our latest survey completed in February 2023 had a participation rate of 88%.

Of those employees who completed the survey, 87% noted they were proud to work for Deckers.

Further, as of March 31, 2023, over 24% of our director-level and above employees in the US are from BIPOC communities, which represents an increase of over 3% compared to fiscal year 2022 and an overall increase of more than 12% since fiscal year 2020.

At Deckers, we strive to have gender parity in leadership positions and our Board of Directors.

As of March 31, 2023, over 49% of our director-level and above employees are female and 40% of the members of our Board of Directors are female.

We have ten ERGs as of March 31, 2023.

For example, we offer a week fully dedicated to employee learning, connection, and development across the globe (Explore Week), a monthly global employee gathering dedicated to peer sharing and learning about different parts of the organization and careers in each space (Biz Breaks), and a global leadership development program for new leaders (Trailblazers).

We are proud to offer a wide range of programs intended to support global employee development and retention.

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

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 all of our brands.

Further, we intend to expand our DCs in the US.

Other Brands Wholesale. We sell our Other brands’ footwear primarily through department stores and online retailers.

We continue to evaluate future locations for a curated fleet of mono branded retail stores for the UGG and HOKA brands to continue interacting with our consumers and enhancing brand loyalty.

Similar to other companies in our industry, we continue to experience supply chain challenges across each of the geographies in which we operate.

The most significant macro-level supply chain impacts continue to be extended transit lead times and cost pressures due primarily to container shortages, port congestion, and trucking and labor scarcity.

As we manage product availability, we are focused on mitigating the impacts of ongoing supply chain disruptions in both the wholesale and DTC channels, including through the early procurement of inventory in the country of sale, which will likely result in higher levels of inventory, to allow us to maintain expected service levels into our next fiscal year ending March 31, 2023 (next fiscal year).

Our SDGs are currently focused on categories where we believe we can make substantial impacts.

Our goal through calendar year 2022 is for any virgin market wool to be certified by the Responsible Wool Standard, which addresses the welfare of sheep and the land they graze on.

We only use hides that are the byproduct of the meat industry and, with our innovative UGGpure and UGGplush technologies, the wool used in our UGG brand footwear is almost entirely repurposed from sheepskin we are already using.

For example, the UGG brand’s Plant Power Collection features carbon-neutral, plant-based materials, and the brand’s Icon Impact Collection leverages environmentally preferred materials, such as lyocell, renewable sugarcane EVA, cotton, hemp, repurposed wool and recycled polyester made from recycled plastic bottles.

The Sanuk brand continues to offer the SustainaSole™ Collection featuring styles comprised of 55% total recycled material by weight and undyed uppers.

For a variety of reasons, we believe that our relationship with our employees is generally favorable.

As of March 31, 2022, 21% of our director-level and above employees in the US are from BIPOC communities.

This represents an increase of 6% compared to fiscal year 2021 and an overall increase of more than 9% since fiscal year 2020.

We have nine ERGs with approximately 300 employee members as of March 31, 2022.

- All director-level and above positions are interviewed by a panel that includes individuals from underrepresented communities.

- We are continuing to utilize software that optimizes job descriptions to help ensure a more diverse applicant pool, as well as redacting certain resume information that may lead to unconscious bias.

- We are expanding the pool from which we source our talent, including partnering with Historically Black Colleges and Universities, as well as local and national professional organizations.

- We have joined The Valuable 500, which is a business-to-business initiative comprised of companies committed to disability inclusion, the Civic Alliance, which is a nonpartisan business coalition that champions democracy and civic participation, and we are part of the Bloomberg Gender-Equality Index.

- We host Coffee & Conversations, monthly small-group facilitated discussions on DEI-related topics.

Further, our supply chain partners followed our lead and volunteered in their local communities during fiscal year 2022.

We were also one of the first companies to increase the minimum wage in all retail stores across the US to $15 dollars per hour, since November 2020.

We operate in modern, efficient, and safe facilities.

In an effort to protect the health and safety of our employees during the pandemic, as part of our new FWM, we continue to allow those employees who could perform their jobs remotely to have a virtual work environment, and we are limiting the number of employees on-site relative to our typical personnel office capacity.

We have also implemented enhanced safety measures and protocols at our facilities where on-site work is necessary, including enhanced cleaning protocols and mask requirements where locally mandated.

net sales, we expect the impact from seasonality to continue to decrease over time and we have begun to experience shifts during fiscal year 2022 for higher sales in the quarter ending March 31st.

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

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

However, regardless of the [added: merit of the claims raised or the] outcome, [removed: resolving legal proceedings and other disputes] [added: these ordinary course matters] can have an adverse impact on us [removed: because] [added: as a result] of legal costs, diversion of management's time and resources, and other factors.

Although the results of these ordinary course matters cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition, or cash flows.

For the Fiscal Year Ended March 31, [removed: 2022][added: 2023]

At September 30, [removed: 2021,] [added: 2022,] 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: $9,890,267,142,] [added: $8,242,483,771,] 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: $360.20.][added: $312.61.]

As of the close of business on May [removed: 5, 2022,] [added: 11, 2023,] the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was [removed: 26,789,861.][added: 26,159,846.]

Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s [removed: 2022] [added: 2023] 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.

| | | | [Cautionary Note Regarding Forward-Looking [removed: Statements](#i0c5f0ed2472e4296913d760c8b3f3ac4_10)] [added: Statements](#i5998ad65a6d941549fd94aa3a8565881_10)] | | | [removed: [2](#i0c5f0ed2472e4296913d760c8b3f3ac4_10)] [added: [2](#i5998ad65a6d941549fd94aa3a8565881_10)] | | |

| [Item [removed: 1.](#i0c5f0ed2472e4296913d760c8b3f3ac4_16)] [added: 1.](#i5998ad65a6d941549fd94aa3a8565881_16)] | | | [removed: [Business](#i0c5f0ed2472e4296913d760c8b3f3ac4_16)] [added: [Business](#i5998ad65a6d941549fd94aa3a8565881_16)] | | | [removed: [3](#i0c5f0ed2472e4296913d760c8b3f3ac4_16)] [added: [3](#i5998ad65a6d941549fd94aa3a8565881_16)] | | |

| [Item [removed: 1A.](#i0c5f0ed2472e4296913d760c8b3f3ac4_19)] [added: 1A.](#i5998ad65a6d941549fd94aa3a8565881_19)] | | | [Risk [removed: Factors](#i0c5f0ed2472e4296913d760c8b3f3ac4_19)] [added: Factors](#i5998ad65a6d941549fd94aa3a8565881_19)] | | | [removed: [13](#i0c5f0ed2472e4296913d760c8b3f3ac4_19)] [added: [13](#i5998ad65a6d941549fd94aa3a8565881_19)] | | |

For the Fiscal Year Ended March 31, 2023

| | | | [PART I](#i5998ad65a6d941549fd94aa3a8565881_13) | | | | | |

| | | | [PART I](#i0c5f0ed2472e4296913d760c8b3f3ac4_13) | | | | | |

| [Item [removed: 2.](#i0c5f0ed2472e4296913d760c8b3f3ac4_22)] [added: 2.](#i5998ad65a6d941549fd94aa3a8565881_22)] | | | [removed: [Properties](#i0c5f0ed2472e4296913d760c8b3f3ac4_22)] [added: [Properties](#i5998ad65a6d941549fd94aa3a8565881_22)] | | | [removed: [28](#i0c5f0ed2472e4296913d760c8b3f3ac4_22)] [added: [29](#i5998ad65a6d941549fd94aa3a8565881_22)] | | |

| [Item [removed: 3.](#i0c5f0ed2472e4296913d760c8b3f3ac4_25)] [added: 3.](#i5998ad65a6d941549fd94aa3a8565881_25)] | | | [Legal [removed: Proceedings](#i0c5f0ed2472e4296913d760c8b3f3ac4_25)] [added: Proceedings](#i5998ad65a6d941549fd94aa3a8565881_25)] | | | [removed: [28](#i0c5f0ed2472e4296913d760c8b3f3ac4_25)] [added: [29](#i5998ad65a6d941549fd94aa3a8565881_25)] | | |

| [Item [removed: 5.](#i0c5f0ed2472e4296913d760c8b3f3ac4_31)] [added: 5.](#i5998ad65a6d941549fd94aa3a8565881_31)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0c5f0ed2472e4296913d760c8b3f3ac4_31)] [added: Securities](#i5998ad65a6d941549fd94aa3a8565881_31)] | | | [removed: [29](#i0c5f0ed2472e4296913d760c8b3f3ac4_31)] [added: [30](#i5998ad65a6d941549fd94aa3a8565881_31)] | | |

| | | | [PART II](#i5998ad65a6d941549fd94aa3a8565881_28) | | | | | |

| | | | [PART II](#i0c5f0ed2472e4296913d760c8b3f3ac4_28) | | | | | |

| [Item [removed: 7.](#i0c5f0ed2472e4296913d760c8b3f3ac4_34)] [added: 7.](#i5998ad65a6d941549fd94aa3a8565881_34)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0c5f0ed2472e4296913d760c8b3f3ac4_34)] [added: Operations](#i5998ad65a6d941549fd94aa3a8565881_34)] | | | [removed: [31](#i0c5f0ed2472e4296913d760c8b3f3ac4_34)] [added: [32](#i5998ad65a6d941549fd94aa3a8565881_34)] | | |

| [Item [removed: 7A.](#i0c5f0ed2472e4296913d760c8b3f3ac4_61)] [added: 7A.](#i5998ad65a6d941549fd94aa3a8565881_55)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i0c5f0ed2472e4296913d760c8b3f3ac4_61)] [added: Risk](#i5998ad65a6d941549fd94aa3a8565881_55)] | | | [removed: [48](#i0c5f0ed2472e4296913d760c8b3f3ac4_61)] [added: [47](#i5998ad65a6d941549fd94aa3a8565881_55)] | | |

| [Item [removed: 8.](#i0c5f0ed2472e4296913d760c8b3f3ac4_64)] [added: 8.](#i5998ad65a6d941549fd94aa3a8565881_58)] | | | [Financial Statements and Supplementary [removed: Data](#i0c5f0ed2472e4296913d760c8b3f3ac4_64)] [added: Data](#i5998ad65a6d941549fd94aa3a8565881_58)] | | | [removed: [49](#i0c5f0ed2472e4296913d760c8b3f3ac4_64)] [added: [48](#i5998ad65a6d941549fd94aa3a8565881_58)] | | |

| [Item [removed: 9A.](#i0c5f0ed2472e4296913d760c8b3f3ac4_67)] [added: 9A.](#i5998ad65a6d941549fd94aa3a8565881_61)] | | | [Controls and [removed: Procedures](#i0c5f0ed2472e4296913d760c8b3f3ac4_67)] [added: Procedures](#i5998ad65a6d941549fd94aa3a8565881_61)] | | | [removed: [49](#i0c5f0ed2472e4296913d760c8b3f3ac4_67)] [added: [49](#i5998ad65a6d941549fd94aa3a8565881_61)] | | |

| | | | [PART [removed: III](#i0c5f0ed2472e4296913d760c8b3f3ac4_70)] [added: III](#i5998ad65a6d941549fd94aa3a8565881_64)] | | | | | |

| [Item [removed: 10.](#i0c5f0ed2472e4296913d760c8b3f3ac4_73)] [added: 10.](#i5998ad65a6d941549fd94aa3a8565881_67)] | | | [Directors, Executive [removed: Officers and] [added: Officers](#i5998ad65a6d941549fd94aa3a8565881_67)[,](#i5998ad65a6d941549fd94aa3a8565881_67) [and] Corporate [removed: Governance](#i0c5f0ed2472e4296913d760c8b3f3ac4_73)] [added: Governance](#i5998ad65a6d941549fd94aa3a8565881_67)] | | | [removed: [50](#i0c5f0ed2472e4296913d760c8b3f3ac4_73)] [added: [50](#i5998ad65a6d941549fd94aa3a8565881_67)] | | |

| [Item [removed: 11.](#i0c5f0ed2472e4296913d760c8b3f3ac4_76)] [added: 11.](#i5998ad65a6d941549fd94aa3a8565881_70)] | | | [Executive [removed: Compensation](#i0c5f0ed2472e4296913d760c8b3f3ac4_76)] [added: Compensation](#i5998ad65a6d941549fd94aa3a8565881_70)] | | | [removed: [50](#i0c5f0ed2472e4296913d760c8b3f3ac4_76)] [added: [50](#i5998ad65a6d941549fd94aa3a8565881_70)] | | |

| [Item [removed: 12.](#i0c5f0ed2472e4296913d760c8b3f3ac4_79)] [added: 12.](#i5998ad65a6d941549fd94aa3a8565881_73)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0c5f0ed2472e4296913d760c8b3f3ac4_79)] [added: Matters](#i5998ad65a6d941549fd94aa3a8565881_73)] | | | [removed: [50](#i0c5f0ed2472e4296913d760c8b3f3ac4_79)] [added: [50](#i5998ad65a6d941549fd94aa3a8565881_73)] | | |

| [Item [removed: 13.](#i0c5f0ed2472e4296913d760c8b3f3ac4_82)] [added: 13.](#i5998ad65a6d941549fd94aa3a8565881_76)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0c5f0ed2472e4296913d760c8b3f3ac4_82)] [added: Independence](#i5998ad65a6d941549fd94aa3a8565881_76)] | | | [removed: [50](#i0c5f0ed2472e4296913d760c8b3f3ac4_82)] [added: [50](#i5998ad65a6d941549fd94aa3a8565881_76)] | | |

| [Item [removed: 14.](#i0c5f0ed2472e4296913d760c8b3f3ac4_85)] [added: 14.](#i5998ad65a6d941549fd94aa3a8565881_79)] | | | [Principal Accounting Fees and [removed: Services](#i0c5f0ed2472e4296913d760c8b3f3ac4_85)] [added: Services](#i5998ad65a6d941549fd94aa3a8565881_79)] | | | [removed: [50](#i0c5f0ed2472e4296913d760c8b3f3ac4_85)] [added: [50](#i5998ad65a6d941549fd94aa3a8565881_79)] | | |

| [Item [removed: 15.](#i0c5f0ed2472e4296913d760c8b3f3ac4_91)] [added: 15.](#i5998ad65a6d941549fd94aa3a8565881_85)] | | | [Exhibits and Financial Statement [removed: Schedule](#i0c5f0ed2472e4296913d760c8b3f3ac4_91)] [added: Schedule](#i5998ad65a6d941549fd94aa3a8565881_85)] | | | [removed: [51](#i0c5f0ed2472e4296913d760c8b3f3ac4_91)] [added: [51](#i5998ad65a6d941549fd94aa3a8565881_85)] | | |

| | | | [Index to Consolidated Financial Statements and Financial Statement [removed: Schedule](#i0c5f0ed2472e4296913d760c8b3f3ac4_97)] [added: Schedule](#i5998ad65a6d941549fd94aa3a8565881_91)] | | | [removed: F-[1](#i0c5f0ed2472e4296913d760c8b3f3ac4_97)] [added: F-[1](#i5998ad65a6d941549fd94aa3a8565881_91)] | | |

| | | | [PART IV](#i5998ad65a6d941549fd94aa3a8565881_82) | | | | | |

| | | | [Signatures](#i5998ad65a6d941549fd94aa3a8565881_88) | | | [54](#i5998ad65a6d941549fd94aa3a8565881_88) | | |

| | | | [PART IV](#i0c5f0ed2472e4296913d760c8b3f3ac4_88) | | | | | |

| | | | [Signatures](#i0c5f0ed2472e4296913d760c8b3f3ac4_94) | | | [54](#i0c5f0ed2472e4296913d760c8b3f3ac4_94) | | |

This Annual Report on Form 10-K for our fiscal year ended March 31, [removed: 2022] [added: 2023] (Annual Report), and the information and documents incorporated by reference 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.

[removed: - the] [added: *•*the] impacts of the COVID-19 global pandemic (pandemic) [added: and other incidence of disease] on our [removed: business, financial condition, results of operations and liquidity,] [added: business] and the [removed: business, financial condition, results of operations and liquidity] [added: businesses] of our customers, [added: consumers,] suppliers, and business partners;

- changes to our product distribution strategies, including [removed: the implementation of our] product allocation and segmentation strategies;

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

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

- the operational challenges faced by our [removed: warehouse] [added: warehouses] and distribution centers (DCs), [removed: our] wholesale partners, [removed: our] global third-party logistics providers (3PLs), and third-party carriers, including as a result of global supply chain disruptions and labor [removed: shortages, and the related impacts on our ability to timely deliver products;][added: shortages;]

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

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

- [added: our interpretation of global tax regulations and] changes [removed: impacting] [added: in tax laws that may impact] our tax liability and effective tax rates;

- [added: our cash] repatriation [removed: of] [added: strategy regarding] earnings of non-United States (US) subsidiaries and [removed: any related] [added: the resulting] tax impacts; [removed: and]

- [removed: overall] global [removed: economic, political, and social] [added: economic] trends, including foreign currency exchange rate fluctuations, changes in interest rates, [removed: and] [added: inflationary pressures,] changes in commodity [removed: pricing.][added: pricing, and recessionary concerns;]

Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements predicted, [removed: assumed] [added: assumed,] or implied by the forward-looking statements.

Moreover, new risks and uncertainties emerge [removed: from time to time,] [added: occasionally,] and it is not possible for management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual future results to be materially different from any results expressed or implied by any forward-looking statements.

Other trademarks or trade names appearing elsewhere within this Annual Report are the property of their respective owners.* [removed: *Solely for convenience, the] [added: *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 [removed: assert,] [added: assert their rights] to the fullest extent under applicable [removed: law, their rights thereto.*][added: law.*]

The defined periods for the fiscal years ended March 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] are stated herein as “year ended” or “years ended.” We also refer to these fiscal years as “fiscal year [removed: 2022,”] [added: 2023,”] “fiscal year [removed: 2021,”] [added: 2022,”] and “fiscal year [removed: 2020,”] [added: 2021,”] respectively.*

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

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

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

[Table of Conten](#i0c5f0ed2472e4296913d760c8b3f3ac4_7)[t](#i0c5f0ed2472e4296913d760c8b3f3ac4_7)[s](#i0c5f0ed2472e4296913d760c8b3f3ac4_7)

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

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

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

- the impact of climate change and related regulations on our business and results of operations;

- global uncertainty resulting from Russia’s invasion of Ukraine, including financial and economic sanctions resulting in higher transportation and energy costs, as well as other implications;

- inflationary pressures, including on labor costs and our raw material costs;

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

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

[removed: Our] [added: We have owned our 14-acre] corporate headquarters [removed: is] located in Goleta, [removed: California.][added: California since 2014.]

We have a warehouse and DC located in Moreno Valley, California, which [removed: we] began operations during the fourth quarter of fiscal year 2015 and have since continued optimizing and expanding our operations at this location.

[removed: Further, since] [added: In] October [removed: 2021] [added: 2021,] we [removed: opened and] began operations [removed: for] [added: in] a second US [added: warehouse and] DC located in Mooresville, Indiana.

We also have offices in [added: Belgium, Canada,] China, [added: France, Germany,] Hong Kong, [removed: Vietnam,] [added: Indonesia, Italy,] Japan, [removed: France, Germany,] the Netherlands, [removed: and] [added: Switzerland,] the [removed: UK] [added: UK, and Vietnam,] to [removed: oversee] [added: perform a variety of functions, which include overseeing] the quality and manufacturing standards of our products, [removed: and for] [added: coordinating] regional sales, operations, marketing, and [removed: administration,] [added: administration;] as well as offices in Macau and Hong Kong to coordinate logistics.

As of March 31, [removed: 2022,] [added: 2023,] we have [removed: 50] [added: 52] retail stores in the US ranging from approximately 1,000 to 13,000 square feet.

Internationally, we have [removed: 99] [added: 112] 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 that are operational as of March 31, [removed: 2022:][added: 2023:]

| Mooresville, Indiana [added: (1st location)] | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 507,600 | | | | | |

In February 2023, we took possession of a third US warehouse and DC in Mooresville, Indiana with up to approximately 1,015,902 square feet over the lease term, which we expect to be operational during our next fiscal year.

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

The construction of our 14-acre corporate headquarters in Goleta, California was substantially completed in January 2014.

In April 2022, we signed a lease for additional space at our US DC in Mooresville, Indiana for up to 1,015,192 square feet over the duration of the lease term.

We expect the expanded space to be operational in the third quarter of our fiscal year ending March 31, 2024.

As of May [removed: 5, 2022,] [added: 11, 2023,] we had [removed: 38] [added: 37] 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, [removed: dealers] [added: dealers,] and registered clearing agencies.

We did not sell any equity securities during the year ended March 31, [removed: 2022,] [added: 2023,] 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 [removed: Index] [added: Index,] and the NYSE Composite Index for the five fiscal-year periods commencing [removed: April 1, 2017,] [added: March 31, 2018,] and ended March 31, [removed: 2022.][added: 2023.]

The data represented in the graph below assumes one hundred dollars invested in our common stock, the S&P 500 Apparel, Accessories & Luxury Goods [removed: Index] [added: Index,] and the NYSE Composite Index on [removed: April 1, 2017.][added: March 31, 2018.]

[removed: ][added: ]

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

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| S&P 500 Apparel, Accessories & Luxury Goods Index | | | 100.0 | | | | | | [removed: 128.3] [added: 96.9] | | | | | | [removed: 124.2] [added: 48.2] | | | | | | [removed: 61.8] [added: 98.3] | | | | | | [removed: 126.1] [added: 77.7] | | | | | | [removed: 99.7] [added: 53.9] | | |

The stock performance graph and related information shall not be deemed incorporated by reference by any general statement incorporating by reference into this Annual Report [removed: 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: We] [added: However, we] currently do not anticipate declaring or paying any cash dividends.

[removed: In January 2019, our] [added: Our] Board of Directors [added: has] approved [removed: a] [added: various authorizations under our] stock repurchase program [removed: that authorized us] to repurchase [removed: $261,000] [added: shares] of our common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors.

Our Board of Directors approved an additional authorization of [removed: $750,000 during April 2021] [added: $1,200,000 on July 27, 2022,] to repurchase our common stock under the same conditions as the prior stock repurchase [removed: program] [added: programs] (collectively, the stock repurchase [removed: programs).][added: program).]

Our stock repurchase [removed: programs do] [added: program does] not obligate us to acquire any amount of common stock and may be suspended at any time at our discretion.

Our current revolving credit agreements allow us to make stock repurchases under [removed: these programs,] [added: this program,] so long as we do not exceed certain leverage [removed: ratios and no event of default has occurred under these agreements.][added: ratios.]

As of March 31, [removed: 2022,] [added: 2023,] no defaults have occurred under our credit agreements.

Below is a summary of stock repurchasing activity under our stock repurchase [removed: programs] [added: program] during the fourth fiscal quarter ended March 31, [removed: 2022:][added: 2023:]

| | | | | | | Total number of shares [removed: repurchased*] [added: repurchased (3)] | | | | | | [removed: Average] [added: Weighted average] price paid per share | | | | | | Dollar value of shares [removed: repurchased] [added: repurchased (1) (2)] | | | | | | Dollar value of shares remaining for [removed: repurchase] [added: repurchase (3) (2)] | | |

[removed: *Any] [added: (3) All] share repurchases [removed: are] [added: were] made [removed: as part of] [added: pursuant to our] publicly announced [removed: programs] [added: stock repurchase program] in open-market transactions.

[added: (2)] May not calculate on rounded dollars.

Refer to Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” under the heading [removed: “Liquidity and Capital Resources”] [added: “Liquidity”] and Note 10, [removed: “Stockholders' Equity,”] [added: "Stockholders' Equity,"] of our consolidated financial statements and accompanying notes thereto (referred to herein as the consolidated financial statements) in Part IV within this Annual Report for further information on repurchases of our common stock.

| Deckers Outdoor Corporation | | | $ | 100.0 | | | | | $ | 163.3 | | | | | $ | 148.8 | | | | | $ | 367.0 | | | | | $ | 304.1 | | | | | $ | 499.3 | |

| The NYSE Composite Index | | | 100.0 | | | | | | 104.8 | | | | | | 87.4 | | | | | | 135.5 | | | | | | 147.9 | | | | | | 139.8 | | |

| January 1 - January 31, 2023 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,459,145 | |

| February 1 - February 28, 2023 | | | | | | 101,722 | | | | | | 412.86 | | | | | | 41,997 | | | | | | 1,417,148 | | |

| March 1 - March 31, 2023 | | | | | | 141,465 | | | | | | 427.76 | | | | | | 60,513 | | | | | | 1,356,635 | | |

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

| Deckers Outdoor Corporation | | | $ | 100.0 | | | | | $ | 150.7 | | | | | $ | 246.1 | | | | | $ | 224.3 | | | | | $ | 553.2 | | | | | $ | 458.3 | |

| The NYSE Composite Index | | | 100.0 | | | | | | 111.2 | | | | | | 116.6 | | | | | | 97.2 | | | | | | 150.7 | | | | | | 164.4 | | |

| January 1 - January 31, 2022 | | | | | | 2,643 | | | | | | $ | 368.25 | | | | | $ | 973 | | | | | $ | 543,003 | |

| February 1 - February 28, 2022 | | | | | | 194,912 | | | | | | 302.69 | | | | | | 58,998 | | | | | | 484,005 | | |

| March 1 - March 31, 2022 | | | | | | 110,023 | | | | | | 272.65 | | | | | | 29,998 | | | | | | 454,007 | | |

Subsequent to March 31, 2022, through May 5, 2022, we repurchased 176,046 shares for $47,997 at an average price of $272.64 per share and had $406,010 remaining authorized under the stock repurchase program.

[removed: a) Disclosure] [added: Disclosure] Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, [removed: summarized] [added: summarized,] and reported within the time periods specified in the SEC’s rules and forms.

Under the supervision and with the participation of management, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, [removed: 2022.][added: 2023.]

Based on that evaluation, our Principal Executive Officer (PEO) and Principal Financial and Accounting Officer (PFAO) concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of March 31, [removed: 2022.][added: 2023.]

[removed: b) Management’s] [added: Management’s] Report on Internal Control Over Financial Reporting

As of March 31, [removed: 2022,] [added: 2023,] 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).

[removed: c) Internal] [added: Internal] Control Over Financial Reporting

There were no changes in our internal control over financial reporting [removed: identified in management’s evaluation pursuant to Rule 13a-15(d) of the Exchange Act] during the year ended March 31, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: d) Principal] [added: Principal] Executive Officer and Principal Financial and Accounting Officer Certifications

The certifications of our PEO and PFAO required by Rule 13a-14(a) of the Exchange Act are filed [removed: herewith] as Exhibit 31.1 and Exhibit 31.2, and furnished as Exhibit 32, [removed: within] [added: to] this Annual Report.

The information required by this item will be disclosed in our definitive proxy statement on Schedule 14A (Proxy Statement) for our [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] pursuant to Regulation 14A under the Exchange Act.

| 3.1 | | | | | | [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, [removed: 2010](http://www.sec.gov/Archives/edgar/data/910521/000110465910043090/a10-11328_1ex3d1.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000110465910043090/a10-11328_1ex3d1.htm) [and] [added: 2010, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000110465910043090/a10-11328_1ex3d1.htm) | | |

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

| [removed: *4.1] [added: 4.1] | | | | | | [Description [removed: of](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm) [the](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm) [Capital] [added: of the Capital] Stock [removed: of](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm) [Deckers] [added: of Deckers] Outdoor Corporation](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm) [added: [](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[(Exhibit 4.1 to the Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[s Form 10-K filed on May 27, 2022, and inco](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[rporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)] | | |

| [removed: †10.1] [added: †10.6] | | | | | | [Standard Industrial [removed: Lease](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) [(](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)[Net)](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)[,] [added: Lease (Net),] dated December 5, 2013, by and between Moreno Knox, [removed: LLC and] [added: LLC](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) [and] Deckers Outdoor Corporation for distribution center at 17791 Perris Blvd., Moreno Valley, CA 92551 (Exhibit 10.6 to the Registrant’s Form 10-K filed on March 3, [removed: 2014](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) [and] [added: 2014, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm) | | |

| †10.2 | | | | | | [First Amendment [removed: to](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [Standard Industrial](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [Lease](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [(Net)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)[,] [added: to Standard Industrial Lease (Net),] dated June 6, 2017, by and between Moreno Knox, [removed: LLC and] [added: LLC](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [and] Deckers Outdoor Corporation for distribution center at 17791 Perris Blvd., Moreno Valley, CA 92551 (Exhibit 10.6 to the Registrant’s Form 10-K filed on May 30, [removed: 2018](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [and] [added: 2018, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) | | |

| 10.3 | | | | | | [Second Amendment [removed: to](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [Standard Industrial](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [Lease](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [(Net)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)[,] [added: to Standard Industrial Lease (Net),] dated July 17, 2017, by and between Moreno Knox, [removed: LLC and] [added: LLC](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [and] Deckers Outdoor Corporation for distribution center at 17791 Perris Blvd., Moreno Valley, CA 92551 (Exhibit 10.7 to the Registrant’s Form 10-K filed on May 30, [removed: 2018](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [and] [added: 2018, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) | | |

| †10.4 | | | | | | [Standard Industrial Lease (Net), dated February 10, 2021, by and [removed: between Seven Oaks Shopping Center L.P. and Kingstown Parcel O L.P. and] [added: between](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [Westpoint Building II, LLC](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [and] Deckers Outdoor Corporation for distribution center at 2633 Westpoint Blvd., Mooresville, IN [removed: 46158 (Exhibit] [added: 46158](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [(Exhibit] 10.4 to the Registrant’s Form 10-K filed on May 28, 2021, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) | | |

| [removed: †*10.5] [added: †10.5] | | | | | | [Standard Industrial Lease (Net), dated April 20, 2022, by and between Westpoint Building V, [removed: LLC and] [added: LLC](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [and] Deckers Outdoor Corporation for distribution center at 2723 Westpoint [removed: Blvd,] [added: Blvd](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[.](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[,] Mooresville, IN 46158](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [added: [](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[(Exhibit 10.](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[5](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [to the Registrant’s Form 10-K filed on May 27, 2022](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[, and incorporated by reference he](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[rein](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)] | | |

| [removed: 10.6] [added: 10.1] | | | | | | [Credit Agreement, [removed: dated](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh101-deckersxfullyxcompi.htm) [September 20, 2018,] [added: dated](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [December 19, 2022,] by and among Deckers Outdoor Corporation, Deckers Europe Limited, Deckers UK Ltd., Deckers Benelux B.V., Deckers Outdoor Canada [removed: ULC and] [added: ULC,] Deckers Outdoor International Limited, [removed: as borrowers, JP Morgan Chase Bank, N.A. as Administrative Agent,] [added: Deckers Coromar, LLC, DBrands SGP Pte. Ltd.,] Citibank, N.A., [added: as administrative agent, joint lead arranger and joint bookrunner,] Comerica [removed: Bank] [added: Bank, as sole syndication agent, joint lead arranger] and [added: joint bookrunner,] HSBC Bank USA, National Association, as [removed: Co-Syndication Agents, MUFG Bank, Ltd.] [added: joint lead arranger] and [removed: U.S. Bank National Association, as Co-Documentation Agents,] [added: joint bookrunner,] and the lenders party [removed: thereto (Exhibit] [added: thereto](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [(Exhibit] 10.1 to the Registrant’s Form 8-K filed [removed: on September 25, 2018](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh101-deckersxfullyxcompi.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh101-deckersxfullyxcompi.htm) [and] [added: on](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [December](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [2](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[1](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[2022](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)[, and] incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh101-deckersxfullyxcompi.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm)] | | |

| [removed: #10.8] [added: #10.7] | | | | | | [Form of Indemnification Agreement (Exhibit 10.1 to the Registrant’s Form 8-K filed on June 2, [removed: 2008](https://www.sec.gov/Archives/edgar/data/910521/000110465908037270/a08-15768_1ex10d1.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000110465908037270/a08-15768_1ex10d1.htm) [and] [added: 2008, and] incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000110465908037270/a08-15768_1ex10d1.htm) | | |

| [removed: #10.9] [added: #10.8] | | | | | | [Form of Change in Control and Severance Agreement (Exhibit 10.2 to the Registrant’s Form 10-Q filed on August 6, [removed: 2020](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm) [and] [added: 2020, and] incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit102.htm) | | |

| [removed: #10.10] [added: #10.9] | | | | | | [Deckers Outdoor Corporation 2006 Equity Incentive Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on April 21, [removed: 2006](http://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010)[,](http://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010) [and] [added: 2006, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010) | | |

| [removed: #10.11] [added: #10.10] | | | | | | [First Amendment to Deckers Outdoor Corporation 2006 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)[,] [added: Plan,] as amended through May 9, [removed: 2007](http://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm) [(Appendix] [added: 2007 (Appendix] A to the Registrant's Definitive Proxy Statement filed on April 9, [removed: 2007](http://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm) [and] [added: 2007, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm) | | |

| [removed: #10.12] [added: #10.11] | | | | | | [Deckers Outdoor Corporation Second Amended and Restated Deferred Stock Unit Compensation Plan, [removed: effective](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) [December] [added: effective December] 16, 2015 (Exhibit 10.1 to the Registrant's Form 10-Q filed on November 9, [removed: 2017](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) [and] [added: 2017, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm) | | |

| [removed: #10.13] [added: #10.12] | | | | | | [Deckers Outdoor Corporation Amended and Restated Deferred Compensation Plan, effective July 1, 2016 (Exhibit 10.2 to the Registrant’s Form 10-Q filed on November 9, [removed: 2017](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm) [and] [added: 2017, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm) | | |

| [removed: #10.14] [added: #10.13] | | | | | | [Deckers Outdoor Corporation 2015 Employee Stock Purchase Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on July 29, [removed: 2015](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#sa33040bc020d4b56b9872b54ca5bf927)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#sa33040bc020d4b56b9872b54ca5bf927) [and] [added: 2015, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#sa33040bc020d4b56b9872b54ca5bf927) | | |

| [removed: #10.15] [added: #10.14] | | | | | | [Deckers Outdoor Corporation 2015 Stock Incentive Plan (Appendix B to the Registrant's Definitive Proxy Statement filed on July 29, [removed: 2015](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6) [and] [added: 2015, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6) | | |

| [removed: #10.16] [added: #10.15] | | | | | | [Deckers Outdoor Corporation Management Incentive Plan (Exhibit 10.1 to the Registrant’s Form 10-Q filed on August 10, [removed: 2015](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) [and] [added: 2015, and] incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) | | |

| [removed: #10.17] [added: #10.16] | | | | | | [Form of Performance Stock Option Agreement under 2015 Stock Incentive Plan (Exhibit 10.1 to the Registrant’s Form 8-K filed on November 28, [removed: 2016](https://www.sec.gov/Archives/edgar/data/910521/000091052116000077/performancestockoptionagre.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052116000077/performancestockoptionagre.htm) [and] [added: 2016, and] incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052116000077/performancestockoptionagre.htm) | | |

| [removed: †#10.18] [added: †#10.17] | | | | | | [Form of Performance Stock Option Agreement [removed: under](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm) [Deckers] [added: under Deckers] Outdoor [removed: Corporation](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm) [2015] [added: Corporation 2015] Stock Incentive Plan (Exhibit 10.3 to the Registrant’s Form 10-Q filed on August 9, [removed: 2017](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm) [and] [added: 2017, and] incorporated by reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm) | | |

| †#10.19 | | | | | | [Form of Stock Unit Award Agreement [removed: (2019] [added: (2020] Performance-Based PSU) [removed: under](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit101.htm) [Deckers] [added: under Deckers] Outdoor [removed: Corporation](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit101.htm) [2015] [added: Corporation 2015] Stock Incentive Plan (Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s Form 10-Q filed on August [removed: 9, 2018](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit101.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit101.htm) [and] [added: 8, 2019, and] incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit101.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit102.htm)] | | |

| [removed: #10.20] [added: #10.18] | | | | | | [Form of Stock Unit Award Agreement [removed: (2019] [added: (2020] Time-Based RSU) [removed: under](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit102.htm) [Deckers] [added: under Deckers] Outdoor [removed: Corporation](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit102.htm) [2015] [added: Corporation 2015] Stock Incentive Plan (Exhibit [removed: 10.2] [added: 10.1] to the Registrant’s Form 10-Q filed on August [removed: 9, 2018](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit102.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit102.htm) [and] [added: 8, 2019, and] incorporated by [removed: reference herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000029/deck6302018exhibit102.htm)] [added: referenced herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)] | | |

| [removed: †#10.21] [added: †#10.20] | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: under](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm) [Deckers] [added: under Deckers] Outdoor [removed: Corporation](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm) [2015] [added: Corporation 2015] Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm) [FY 2019](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm) [LTIP](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm) [Financial] [added: Plan FY 2020 LTIP Financial] Performance [removed: Report](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm) [(Exhibit 10.2] [added: Award (Exhibit 10.1] to the Registrant’s Form 8-K filed on September 25, [removed: 2018](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm) [and] [added: 2019, and] incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000033/exh102-fy2019ltipfinancial.htm)] [added: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm)] | | |

| [removed: #10.22] [added: #10.21] | | | | | | [Form of Stock Unit Award Agreement [removed: (2020] [added: (2021] Time-Based RSU) [removed: under](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [Deckers] [added: under Deckers] Outdoor [removed: Corporation](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [2015] [added: Corporation 2015] Stock Incentive Plan (Exhibit 10.1 to the Registrant’s Form 10-Q filed on August [removed: 8, 2019](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm) [and] [added: 6, 2020, and] incorporated by [removed: referenced herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit101.htm)] [added: reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm)] | | |

| [removed: †#10.23] [added: #10.24] | | | | | | [Form of Stock Unit Award Agreement [removed: (2020 Performance-Based PSU)] [added: (2022 Time-Based RSU)] under Deckers Outdoor Corporation 2015 Stock Incentive [removed: Plan (Exhibit 10.2] [added: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm) [(Exhibit 10.27] to the Registrant’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 8, 2019](https://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit102.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit102.htm) [and] [added: May 27, 2022, and] incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052119000024/deck6302019exhibit102.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm)] | | |

| [removed: †#10.24] [added: †#10.23] | | | | | | [Form [removed: of](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [Restricted](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [Stock] [added: of Restricted Stock] Unit Award Agreement [removed: under](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [Deckers] [added: under Deckers] Outdoor [removed: Corporation](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [2015] [added: Corporation 2015] Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [FY 2020](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [LTIP](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [Financial Performance](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [Award](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm)] [added: Plan FY 2021 LTIP Financial Performance Award](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1029.htm)[, 2-year term](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1029.htm)] [(Exhibit [removed: 10.1] [added: 10.29] to the Registrant’s Form [removed: 8-K] [added: 10-K] filed on [removed: September 25, 2019](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm) [and] [added: May 27, 2022, and] incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052119000029/exhibit101fy20ltiprsua.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1029.htm)] | | |

| [removed: #10.25] [added: †#10.25] | | | | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm) [Stock] [added: of Restricted Stock] Unit Award Agreement [removed: (2021 Time-Based RSU) under](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm) [Deckers Out](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm)[door](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm) [Corporation](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm) [2015] [added: under Deckers Outdoor Corporation 2015] Stock Incentive Plan [removed: (Exhibit 10.1 to] [added: FY 2022 LTIP Financial Performance Award](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)[(Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)[8](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm) [to] the Registrant’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 6, 2020](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm) [and incorporated] [added: May 27, 2022](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)[, and inc](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)[orporated] by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm)] [added: herein](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)[)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)] | | |

| [removed: †#10.26] [added: †#10.22] | | | | | | [Form of Restricted Stock Unit Award Agreement under [removed: Decker Outdoor] [added: Decker](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)[s](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm) [Outdoor] Corporation 2015 Stock Incentive Plan FY 2021 LTIP Financial Performance Award (Exhibit 10.26 to the Registrant’s Form 10-K filed on May 28, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)[, and incorporated by reference herein](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)[)](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)] | | |

| [removed: *#10.27] [added: *#10.26] | | | | | | [Form of Stock Unit Award Agreement [removed: (2022 Time-Based] [added: (202](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[3](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm) [Time-Based] RSU) under Deckers Outdoor Corporation 2015 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)] | | |

| [removed: †*#10.28] [added: †*#10.27] | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY [removed: 2022 LTIP] [added: 202](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[3](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm) [LTIP] Financial Performance [removed: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)] [added: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)] | | |

| [removed: †*#10.29] [added: †*#10.28] | | | | | | [Form of Restricted Stock Unit Award Agreement under [removed: Decker Outdoor] [added: Decker](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[s](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm) [Outdoor] Corporation 2015 Stock Incentive Plan FY [removed: 2021 LTIP] [added: 202](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[3](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm) [LTIP] Financial Performance Award, 2-year [removed: term](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1029.htm)] [added: term](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)] | | |

| *21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit211.htm)] | | |

| *23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit231.htm)] | | |

| *31.1 | | | | | | [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/910521/000091052122000017/deck3312022exhibit311.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit311.htm)] | | |

| *31.2 | | | | | | [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/910521/000091052122000017/deck3312022exhibit312.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit312.htm)] | | |

| [removed: 32] [added: 32.1] | | | | | | [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/910521/000091052122000017/deck3312022exhibit32.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit321.htm)] | | |

| *101.INS | | | | | | [added: Inline] XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | |

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

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

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

| [Notes to Consolidated Financial Statements](#i5998ad65a6d941549fd94aa3a8565881_115) | | | F-[10](#i5998ad65a6d941549fd94aa3a8565881_115) | | |

May 26, 2023

May 26, 2023

| | | | 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | 981,795 | | | | | $ | 843,527 | |

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

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

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

| Repurchases of common stock ([Note](#i5998ad65a6d941549fd94aa3a8565881_145) 10) | | | (928) | | | | | | (8) | | | | | | — | | | | | | (297,364) | | | | | | — | | | | | | (297,372) | | |

| Excise taxes related to repurchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | (569) | | | | | | — | | | | | | (569) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 516,822 | | | | | | — | | | | | | 516,822 | | |

| Balance, March 31, 2023 | | | 26,176 | | | | | | $ | 262 | | | | | $ | 232,932 | | | | | $ | 1,571,574 | | | | | $ | (39,035) | | | | | $ | 1,765,733 | |

| Loss on extinguishment of debt | | | 226 | | | | | | — | | | | | | — | | |

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

| Accrued excise taxes related to repurchases of common stock | | | 569 | | | | | | — | | | | | | — | | |

In addition, the Company has considered macroeconomic factors, including inflation, foreign currency exchange rate volatility, changes in interest rates, changes in commodity pricing, and recessionary concerns, on its business and operations.

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

gains and losses that are recorded in selling, general, and administrative (SG&A) expenses in the consolidated statements of comprehensive income as incurred.

| ASU 2022-04 - Supplier Finance Program (SFP) | | | | | | The ASU requires that a buyer in an SFP disclose qualitative and quantitative information about its program, including the nature and potential magnitude. Interim and annual requirements include disclosure of outstanding amounts under the SFP. Annual requirements include an activity roll forward of outstanding amounts under the SFP. This ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, except for the disclosure of roll forward information. | | | | | | Q1 FY 2024 and Q1 FY 2025 | | | | | | The Company currently has an SFP program with a third-party financial institution that allows certain participating suppliers to finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution. The Company evaluated this ASU and its implications on the presentation of its SFP program on its consolidated balance sheets and determined no reclassification on adoption in Q1 FY 2024 is required from trade accounts payable to short-term debt as the payment terms under the SFP program are less than 90 days. The Company is continuing to evaluate the impact of this ASU for the new disclosure requirements. | | |

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

| Standard | | | | | | Description | | | | | | Planned Period of Adoption | | | | | | Expected Impact on Adoption | | |

| ASU 2023-01 - Common Control Arrangements | | | | | | A lessee is generally required to amortize leasehold improvements over the shorter of the useful life or the lease term. The ASU amends the amortization period for leasehold improvements in common control lease arrangements to the useful life of the common control group, as long as the lessee continues to control the use of the underlying asset throughout the lease term. This ASU is effective on a retrospective basis for the fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. | | | | | | Q1 FY 2025 | | | | | | The Company is currently evaluating the impact of this ASU on the Company. | | |

Cash and cash equivalents include cash on hand, demand deposits, and all highly liquid investments, such as money-market funds, with an original maturity of three months or less.

The carrying value of money-market funds approximates the fair value as it is considered a highly liquid investment when purchased.

Money-market funds are recorded in cash and cash equivalents in the consolidated balance sheets.

Refer to Note 13, "Concentration of Business," for further information on credit risks in cash.

The Company regularly reviews inventory for excess, obsolete, and impaired inventory to evaluate write-downs to the lower of cost or realizable value.

The increase in net capitalized costs for CCAs during the year ended March 31, 2023, are primarily due to gross additions of $4,909.

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

| Balance, March 31, 2023 | | | $ | 24,556 | |

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

These impairment charges were due to the underperformance of certain retail stores that resulted in the carrying value exceeding the estimated fair value, which is determined based on an estimate of the future discounted cash flows.

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

Purchase costs exclude depreciation and amortization costs of leasehold improvements, equipment and other assets in the Company’s retail locations, outlets, and distribution centers (DCs), as well as warehousing and distribution and sourcing costs, as these are collectively expensed as incurred and are recorded in SG&A expenses in the consolidated statements of comprehensive income.

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

grant.

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

For the Fiscal Years Ended March 31, 2023, 2022, and 2021

| †10.7 | | | | | | [Amendment No. 1 to Credit Agreement, dated September 17, 2021, 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 Registrants Form 10-Q filed on November 4, 2021](https://www.sec.gov/Archives/edgar/data/910521/000091052121000039/deck9302021exhibit101.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052121000039/deck9302021exhibit101.htm) [and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052121000039/deck9302021exhibit101.htm) | | |

historical known information.

May 27, 2022

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

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

| Balance, March 31, 2019 | | | 29,141 | | | | | | $ | 291 | | | | | $ | 178,227 | | | | | $ | 889,266 | | | | | $ | (22,654) | | | | | $ | 1,045,130 | |

| Cumulative adjustment from adoption of recent accounting pronouncements | | | — | | | | | | — | | | | | | — | | | | | | (1,068) | | | | | | — | | | | | | (1,068) | | |

| Repurchases of common stock ([Note 10](#i0c5f0ed2472e4296913d760c8b3f3ac4_148)) | | | (1,296) | | | | | | (13) | | | | | | — | | | | | | (190,392) | | | | | | — | | | | | | (190,405) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 276,142 | | | | | | — | | | | | | 276,142 | | |

| Total other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (8,212) | | | | | | (8,212) | | |

| Cash and cash equivalents at beginning of period | | | 1,089,361 | | | | | | 649,436 | | | | | | 589,692 | | |

In addition, the Company has considered the potential impact of the COVID-19 global pandemic (pandemic) on its business and operations.

| ASU No. 2019-12, *Income Taxes: Simplifying the Accounting for Income Taxes* | | | | | | Removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods, and reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. | | | | | | The Company adopted this ASU on a retrospective basis beginning April 1, 2021, and concluded that this ASU did not have a material impact on its consolidated financial statements. | | |

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

A rabbi trust was established as a reserve for benefits payable under the NQDC Plan, with the assets invested in Company-owned life insurance policies.

This is consistent with the presentation of such amounts during the prior period.

Refer to Schedule II, “Total Valuation and Qualifying Accounts,” for further information regarding the Company’s allowance for sales discounts.

Refer to Schedule II, “Total Valuation and Qualifying Accounts,” for further information regarding the Company’s allowance for chargebacks.

| Actual returns | | | (38,898) | | | | | | 141,692 | | |

| Balance, March 31, 2020 | | | $ | (6,950) | | | | | | | |

As of March 31, 2022, and 2021, the Company’s contract liability for deferred revenue is $15,804 and $5,425, respectively, which is recorded in other accrued expenses in the consolidated balance sheets.

The increase in deferred revenue during the year ended March 31, 2022, compared to the prior period, was due to net additions of $9,700 related to customer prepayments and $679 related to other deferred revenue.

| Balance, March 31, 2019 | | | $ | 51,494 | |

| Balance, March 31, 2020 | | | 48,016 | | |

| 2023 | | | | | | $ | 2,220 | |

| 2024 | | | | | | 2,208 | | |

| Thereafter | | | | | | 14,683 | | |

| Total | | | | | | $ | 24,234 | |

| Return to provision adjustments | | | (3,736) | | | | | | — | | | | | | — | | |

| Dividends from previously taxed earnings | | | (4,240) | | | | | | (5,313) | | | | | | (4,584) | | |

| Nondeductible executive compensation | | | 11,059 | | | | | | 11,070 | | | | | | 4,162 | | |

| Tax audit settlements | | | 795 | | | | | | 1,147 | | | | | | (3,956) | | |

| Employee stock-based compensation excess tax benefits | | | (10,916) | | | | | | (6,846) | | | | | | (2,477) | | |

| Other | | | 2,611 | | | | | | 707 | | | | | | (2,117) | | |

| Bad debt allowance and other reserves | | | 26,627 | | | | | | 19,321 | | |

| Accrued bonuses | | | 7,572 | | | | | | 8,491 | | |

| Foreign currency translation | | | 649 | | | | | | 646 | | |

| Other | | | 1,375 | | | | | | 2,231 | | |

In order to fully realize the deferred tax assets, the Company will need to generate future taxable income of $243,217.

Beginning with the tax year ended March 31, 2018, pursuant to the Tax Reform Act, an installment election was made to pay the transition tax on the deemed repatriation of foreign subsidiaries’ earnings over eight years.