Deckers Outdoor (DECK) 10-K risk factor changes: FY2024 vs FY2023
The 2024-03-31 10-K against the 2023-03-31 one, compared heading by heading and sentence by sentence.
Item 1A147 rewritten35 added38 removed227 unchanged
All filing items959 rewritten478 added440 removed1,587 unchanged
Summary
counted, not written
- Item 1A lists 26 risk factor headings: 0 new, 7 reworded and 19 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 478 added, 440 removed, 959 rewritten and 1,587 unchanged across 19 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (7)
- If we are unsuccessful at managing product manufacturing decisions to offset the inherent seasonality of our business,
[removed: 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 effect on our financial condition and results of operations. - We rely on technical innovation, as well as increased use of
[removed: environmentally]preferred materials, to compete in the market for our products. [removed: Natural disasters, the effects of][added: Global] climate change,[removed: health epidemics,]including[removed: the pandemic, and][added: extreme weather conditions, natural disasters, public health issues, or] other events beyond our control, as well as related regulations, have adversely affected, and could in the future adversely affect, our business.- Increasing expectations from
[removed: investors][added: investors, regulators,] and other key stakeholders with respect to our ESG practices may impose additional costs on us or expose us to new or additional risks. - We face risks associated with pursuing strategic
[removed: acquisitions,][added: acquisitions] and [added: divestitures, and] our failure to successfully integrate any acquired business or product could have a material adverse effect on our results of operations and financial position. - Supply chain disruptions could interrupt product manufacturing and global logistics and increase product [added: and transportation] costs.
- If the technology-based systems that give our customers the ability to shop or interact with us online do not function effectively, our results of operations, as well as our ability to grow our e-commerce
[removed: business][added: operations] globally or to retain our customer base, could be materially adversely affected.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
147 rewritten, 35 added, 38 removed, 227 unchanged
Even if we develop and manufacture new footwear products that consumers find appealing, [removed: the] [added: their] ultimate success [removed: 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.
Further, the value of our brands is [removed: largely] based on evolving consumer perceptions, including as a result of shifting ethical, political or social standards, and concerns with respect [removed: to factors such as] product quality, [removed: product] design, technical performance, [removed: product] components or [removed: materials, including the sustainability of products or materials,] [added: materials (including their sustainability),] or customer [removed: service,] [added: service] could result in negative perceptions and [removed: a corresponding] [added: the] loss of brand loyalty and value.
These concerns may be exacerbated by [removed: legislation restricting our ability to use certain materials in our products, as well as] negative publicity regarding us or our products, brands, marketing campaigns, partners, or [removed: celebrity] endorsers, which could adversely affect our reputation and sales regardless of the accuracy of such claims.
Social media and digital marketing campaigns, which [removed: accelerates] [added: accelerate] the dissemination of information, can increase the challenges of containing [removed: any such] negative claims.
If consumers [removed: begin to have negative perceptions of] [added: perceive] our [removed: brands,] [added: brands negatively,] whether or not warranted, our brand image would become tarnished and our products would become less desirable, which could have a material adverse effect on our business.
Volatile economic conditions and [removed: general] changes in the market have affected, and [removed: will likely] [added: may] continue to affect, consumer spending generally and the buying habits and preferences of consumers.
The purchase of these products [removed: by consumers] is [removed: largely] discretionary and is therefore highly dependent upon the level of consumer confidence and discretionary [removed: spending, particularly among affluent consumers.][added: spending.]
Sales of these products may be adversely affected by [removed: factors such as] [added: variable economic factors, including] worsening economic conditions, consumer confidence in future economic conditions, changes to [removed: fuel and other energy costs,] [added: fuel, energy,] 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 [removed: continues, particularly in light of an anticipated economic downturn, causing unpredictability] [added: may result] in [added: unpredictable] consumer discretionary spending trends.
During an actual or perceived economic downturn, fewer consumers may shop for our products, and those who do may limit the amount of their purchases or [removed: substitute] [added: seek] less costly [removed: products] [added: substitutes] for our products.
We sell a [removed: large] [added: significant] portion of our products through higher-end specialty and department store retailers, as well as through online [removed: marketplaces such as Amazon.com.][added: marketplaces.]
[added: The businesses of these customers may be affected by factors] such as changes in economic conditions, [removed: recent] [added: ongoing geopolitical conflicts and uncertainties, fluctuations in foreign currency exchange rates,] failures [added: or instability] in the US banking system, reduced consumer demand for premium products, decreases in available credit, and increased competition.
In particular, we believe that, as a result of the growth of the UGG and HOKA brands, certain competitors have entered the marketplace specifically in response to the success of our brands, and other competitors may do so in the [removed: future.][added: future, particularly as access to offshore manufacturing and changes in technology make it easier and more cost effective to compete.]
[removed: Further, these] [added: These] competitors may have relationships with our key retail customers that are [removed: potentially] more important to those customers because of the significantly larger volume and product mix that our competitors sell to them.
[removed: Our competitors’ greater resources and capabilities in these areas may enable them to more effectively compete on the basis of price] [added: data analytics, artificial intelligence,] and [removed: production, develop new products more quickly or with superior technical capabilities,] [added: machine learning,] market their products and brands more successfully, identify or influence consumer preferences, increase their market share, withstand the effects of seasonality, and manage periodic downturns in the footwear, apparel, and accessories industry or in economic [removed: conditions generally.][added: conditions.]
As a result of [removed: the competitive environment in which we operate,] [added: these pressures,] we have faced, and expect to continue to face, intense pricing pressure.
Efforts by our competitors to dispose of [removed: their] excess inventories may significantly reduce prices of competitive products, which may [removed: put] pressure [removed: on] us to reduce the pricing of our products to compete, or cause consumers to shift their purchasing decisions away from our products entirely.
[removed: We] [added: As a result, we] have [removed: also] faced, and expect to continue to face, intense pressure with respect to competition for key customer accounts and distribution channels.
If we are unsuccessful at managing product manufacturing decisions to offset the inherent seasonality of our business, [removed: 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 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 [removed: the initial design of our products, the purchase of raw and other materials, the] [added: product design, material purchases, inventory] accumulation [removed: of inventories,] [added: and] the subsequent sale of the inventories, and [removed: the collection of the resulting] accounts [removed: receivable.][added: receivable collection.]
This [removed: production] cycle requires us to incur significant [removed: expenses] [added: expense] relating to the design, manufacturing, and marketing of our products in advance of the realization of revenue from [removed: the sale of our products,] [added: sales,] 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 [removed: estimate and] manage our inventory and working capital requirements.
[removed: This may be exacerbated by] [added: Further,] supply chain disruptions [removed: that] may drive higher inventory procurement positions that could negatively affect our gross margins [removed: resulting from] [added: as] a [removed: need to sell] [added: result of selling] excess quantities though close out channels.
Further, once manufacturing decisions are made, it is difficult [removed: for our management] to predict and timely adjust expenses, accurately forecast our financial results, and meet the expectations of analysts and investors, [removed: in reaction to various factors,] including [removed: the following:][added: as a result of:]
- 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 [removed: further] effects of climate change may pronounce these conditions;
[removed: - delays] [added: *•*delays] in resource or product availability [removed: due to effects] from [removed: the pandemic;] [added: supply chain disruptions;] and
The evolution and expansion of our brands and product offerings [removed: has] [added: have] made our inventory management activities more challenging.
In the US, we distribute products primarily through self-managed US [removed: DCs, including] [added: DCs] in Moreno Valley, California, and in Mooresville, [removed: Indiana,] [added: Indiana (including the recent expansion to a second location that became operational in October 2023),] which feature a complex warehouse management system that enables us to efficiently pack products for direct shipment to our [removed: customers.][added: customers and consumers.]
We expect our [added: recent] domestic DC expansion to create long-term capacity for the domestic growth of the UGG and HOKA brands.
[removed: In addition, if our domestic DC operations] and scaling efforts are impeded or delayed for any reason, it could result in shipment delays or the inability to deliver product at all, which would result in lost sales, strain our relationships with [removed: customers,] [added: customers] and [added: consumers, and] cause harm to our reputation, any of which could have a material adverse effect on our business.
We rely [removed: on] [added: upon] independent manufacturers and their respective material suppliers for most of our production needs, the majority of which are located in China and Vietnam, and we do not have direct control over these manufacturers or their suppliers.
We expect these manufacturers to finance the production of goods ordered, maintain manufacturing capacity, comply with our policies, [removed: including our Supplier Code of Conduct] and [removed: restricted substances policy, and] store finished goods in a safe location pending shipment.
Further, because most of our independent manufacturers are concentrated in Asia, we may be subject to an increased risk of supply chain disruption, particularly in the event of a natural disaster, epidemic, geopolitical tensions, or other event [removed: affecting the region] outside of our [removed: control.][added: control affecting the region.]
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 [added: product delivered may not meet our quality standards, which would result in lost sales and harm to our relationships with customers.]
[removed: We do not currently have long-term contracts with our independent manufacturers, and there] [added: There] can be no assurance of a long-term, uninterrupted supply of products from [removed: them.][added: our independent manufacturers.]
While we [removed: do] have long-standing relationships with most of these manufacturers, any of them may unilaterally terminate their relationship with us at any time, seek to increase the prices they charge, or extract other concessions from us, and we may not be able to substitute alternative manufacturers that are capable of providing products of a comparable quality, in a sufficient quantity, at an acceptable price, or on a timely basis.
If we are required to find alternative manufacturers, we could experience [removed: a delay in the] manufacturing [removed: of our products,] [added: delays,] increased manufacturing costs, [removed: as well as] [added: and] substantial disruption to our business, any of which could negatively affect our results of operations.
Interruptions in the supply of our products can also result from adverse events that impair [removed: the operations of] our [removed: manufacturers.][added: manufacturers’ operations.]
For example, we keep proprietary materials [removed: that are required for the production of] [added: necessary to produce] our products, such as shoe molds and other materials, [removed: under] [added: in] the custody of our independent manufacturers.
Much of our financial success is [removed: directly] related to the ability of our [added: customers, which include our] retailer and distributor [removed: partners] [added: partners,] to successfully market and sell our brands [removed: directly] to consumers.
Our competitors’ greater resources may enable them to more effectively compete on the basis of price and production, develop new products more quickly or with superior technical capabilities, adapt to changes in technology, including the successful utilization of
In addition, if our domestic DC operations
If our 3PLs fail to manage these responsibilities, or if their operations are disrupted as a result of factors outside of their control, such as sanctions that could in the future be imposed on China by the US government, our distribution operations could face significant disruption.
Any disruption to these relationships may result in increased costs or loss of customers.
Although no single customer accounted for 10.0% or more of our total net sales during fiscal year 2024, our top ten customers made up 24.2% of total net sales.
Trade accounts receivable, net are typically
These trends have been, and may in the future be, intensified by a pandemic or other public health emergency.
Further, the recent strength of our results of operations and growing market capitalization may result in other companies and competitors perceiving our employees as more desirable.
As discussed in the section titled “Recent Developments” under Part I, Item 1, “Business” within this Annual Report, we announced that Stefano Caroti will be replacing Dave Powers as CEO and President upon Mr. Powers’ retirement, effective August 1, 2024.
While we have confidence in Mr. Caroti and the rest of our team, the uncertainty inherent in this leadership transition could adversely disrupt our business.
In particular, our HOKA brand maintains its competitiveness through continuous product innovation and timely introduction of new features and technologies that align with current and emerging consumer expectations.
EVA, as opposed to petroleum-derived EVA, within certain UGG brand products.
Flagship stores play a crucial role in brand market positioning, and are operated to have neutral operating profitability, are typically greater in size, and involve more extensive leasehold improvements and furniture and fixtures compared to our other concept retail stores.
Furthermore, our future growth also depends in part on our ability to effectively manage the profitability of our existing retail locations.
For example, our failure to successfully identify and close underperforming stores in a timely manner could have a number of material adverse effects, such as impairments and a negative impact on our financial condition and results of operations.
Most of the partner retail stores are operated in international markets.
our costs and expenses, delay or decrease sales, and disrupt our ability to maintain business continuity.
Any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate.
The establishment of ESG criteria and key metrics, as well as the collection of relevant ESG data subject to developing internal controls and processes, can be costly, challenging, and time consuming, and is subject to evolving ESG reporting standards and regulations.
As part of our overall strategy to allocate resources that best align with our long-term objectives, we may seek to sell one or more brands.
For example, during October 2023, we announced that we intend to divest the Sanuk brand.
These transactions involve financial and operational risks, including diverting management and employee time and attention away from other aspects of our business, separating personnel and financial and other systems, impairments, and adversely affecting relationships with existing suppliers and customers.
Further, during the fourth fiscal quarter for the year ended March 31, 2024, we recorded an impairment loss of $8,164 in SG&A expenses in the consolidated statements of comprehensive income for the Sanuk brand definite-lived trademark, driven by lower-than-expected results of operations for the wholesale channel.
Refer to the subsection “Definite-Lived Intangible and Other Long-Lived Assets” in the “Critical Accounting Policies” section in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report for further information.
The process of completing any acquisitions or divestitures may be time-consuming, involve significant costs and expenses, and may not yield a benefit if the transactions are not completed successfully.
In situations where acquisitions or divestitures are not successfully implemented or completed, or the expected benefits of such acquisitions or divestitures are not otherwise realized, our business or financial results could be negatively impacted.
Failure to adequately
Further, while our operations in the regions are not significant, the Russia-Ukraine and Israel-Hamas conflicts are sources of uncertainty.
These conflicts could grow and bring about disruption, instability, and volatility in global markets, supply chains, and logistics, and have contributed to shipping disruptions in the Red Sea and surrounding waterways, which could in turn adversely affect our business operations and financial performance.
For example, we are in the process of expanding our distribution network for HOKA brand wholesale operations to our DC in Mooresville, Indiana.
If we are unsuccessful in achieving our transition timelines, we may be limiting our ability to efficiently fulfill orders for our wholesale partners and consumers.
For example, labor disputes are escalating in Canada as well as the US East Coast.
If a labor strike occurs in the future, we may experience trucking capacity constraints and potentially higher related costs, as well as port congestion on the US West Coast.
The Panama Canal is experiencing capacity constraints as well due to drought.
Although we are aggressive in legal and other actions in pursuing those who infringe on our intellectual property rights, we cannot guarantee that
Many of our products, particularly from our UGG brand, include a fashion element and could go out of style at any time.
The businesses of these customers may be affected by factors
With respect to newer entrants into the market, we believe that factors such as access to offshore manufacturing and changes in technology will make it easier and more cost effective for these companies to compete with us.
- future sales demand from our customers;
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).
We also distribute our products through a domestic 3PL located in Pennsylvania.
If our 3PLs fail to manage these responsibilities, our distribution operations could face significant disruptions.
If these manufacturers fail to manage these responsibilities, or if they experience significant disruption to their business, we may be unable to ensure timely delivery of products, products may not be delivered in sufficient quantities, or products may fail to meet our quality standards.
product delivered may not meet our quality standards, which would result in lost sales and harm to our relationships with customers.
If we determine that it is necessary to make a change, we may experience increased costs, loss of customers, or increased credit or inventory risk.
We currently do not have long-term contracts with our customers.
Further, while we have distributor contracts with terms of up to five years, these contracts may have annual purchase minimums which must be met to retain the distribution rights, and these distributors are not otherwise obligated to purchase our products.
These trends have been further intensified by the pandemic.
Further, our domestic headquarters are located in Goleta, California, which is not generally recognized as a prominent commercial center, and it is difficult to attract qualified professionals due to our location.
result in a loss of sales, strain our customer relationships, and harm our reputation.
Any factors that increase the demand for, or decrease the supply of, sheepskin could cause significant increases in the price of sheepskin, which would increase our manufacturing costs and reduce our gross margin.
improvements, furniture and fixtures, equipment, information systems, inventory, and personnel.
We currently plan for most of the partner retail stores to be operated in international markets, with the largest number anticipated to be in China.
Additionally, we expanded our 3PL presence in Asia during fiscal year 2023.
health and safety practices, human capital management, product quality, supply chain management, and workforce inclusion and diversity.
Moreover, the preparation of sustainability metrics requires management to establish criteria, make determinations as to the relevancy of information to be included, and make assumptions that affect reported information.
The selection by management of different but acceptable measurement techniques could result in materially different amounts or metrics being reported.
The pandemic and related governmental and port facility actions in recent years have caused delays in product shipments.
Due to the pandemic, reductions in the number of ocean carrier voyages and capacity have delayed the arrival of imports and increased ocean transport costs globally and the conflict between Russia and Ukraine continues to result in higher energy and transportation costs.
Ongoing ocean carrier consolidation, reduced capacity, congestion at major international gateways and other economic factors are challenging ocean transportation, and labor disputes at US shipping ports have historically affected the delivery of our products.
In addition, global inflation has contributed to already higher incremental freight costs, and such inflation may continue to fuel these costs.
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.
Our short-term priority remains meeting customer demand and expectations on service levels, which may result in inventory levels outpacing sales growth in the near term.
In addition to logistical supply chain pressures, our network of strategic sourcing partners, which includes material vendors and manufacturers, has navigated delays and disruptions due to the lingering impacts of the pandemic.
While we experienced significant increases in ocean shipping rates resulting in reductions to our gross margin during fiscal year 2022, we began to see improvement during fiscal year 2023 and reduced our use of air freight.
Further, if our manufacturers or suppliers violate US or foreign trade laws or regulations, we may
dollars and the Company's margins may be negatively affected.
For example, during fiscal year 2023, unfavorable changes in foreign currency exchange rates against the US dollar negatively affected our gross margin.
significant resources attempting to secure and protect such information and respond to incidents, any of which could materially adversely affect our business, financial condition, or results of operations.
data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits.
income tax liability or adversely affect our long-term effective tax rates and net income.
- our stock repurchase activity or announcements regarding the same;
An excerpt. Shown here: 40 of 147 rewritten, all 35 added and all 38 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2024 filing and the FY2023 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
154 rewritten, 107 added, 103 removed, 180 unchanged
This discussion includes an analysis of our financial condition and results of operations for the years ended March 31, [removed: 2023,] [added: 2024,] and [removed: 2022] [added: 2023] and year-over-year comparisons between those periods.
For year-over-year comparisons between the years ended March 31, [removed: 2022,] [added: 2023,] and [removed: 2021,] [added: 2022,] refer to Part II, Item 7, [removed: “Management's] [added: “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: 2022,] [added: 2023,] filed with the SEC on May [removed: 27, 2022.*][added: 26, 2023, which is available free of charge on the SEC’s website at* *www.sec.gov* *and our website at* *ir.deckers.com.*]
*Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and [removed: uncertainties including those described in this section.][added: uncertainties.]
*Unless otherwise [removed: specifically] indicated, all figures [removed: included within this Annual Report] [added: herein] are expressed in thousands, except for per share [removed: or] [added: and] share data.*
We market our products primarily under [removed: five] [added: six] proprietary brands: UGG, HOKA, Teva, Sanuk, [added: Koolaburra,] and [removed: Koolaburra.][added: AHNU.]
We sell our products through quality domestic and international retailers, international distributors, and directly to our global consumers through our DTC business, which is comprised of our [added: Company-owned] e-commerce websites and retail stores.
We seek to differentiate our brands and products by offering diverse lines that emphasize [added: fashion,] authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups.
Consolidated financial performance highlights for fiscal year [removed: 2023] [added: 2024] compared to fiscal year [removed: 2022, are] [added: 2023, were] as follows:
[removed: ◦Channel][added: *◦*Channel]
▪Wholesale channel net sales increased [removed: 11.6%] [added: 12.6%] to [removed: $2,160,675.][added: $2,432,307.]
▪DTC channel net sales increased [removed: 20.8%] [added: 26.5%] to [removed: $1,466,611.][added: $1,855,456.]
[removed: ◦Geography][added: *◦*Geography]
▪Domestic net sales increased [removed: 13.1%] [added: 16.8%] to [removed: $2,451,497.][added: $2,863,674.]
▪International net sales increased [removed: 19.7%] [added: 21.1%] to [removed: $1,175,789.][added: $1,424,089.]
- Gross margin [removed: decreased 70] [added: increased 530] basis points to [removed: 50.3%.][added: 55.6%.]
- Income from operations increased [removed: 15.6%] [added: 42.1%] to [removed: $652,751.][added: $927,514.]
- Diluted earnings per share increased [removed: 19.1%] [added: 50.5%] to [removed: $19.37] [added: $29.16] per share.
- Our long-term [removed: growth] strategy remains focused on building our DTC channel to represent an increased portion of our total net sales, [removed: and prioritizing] [added: which includes differentiating the] consumer [added: experience from the wholesale channel to drive increases in] acquisition and [removed: experience] [added: retention] to sustain strong [removed: demand and] market positions [added: and a high level of demand] 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: Chief Executive Officer (CEO),] [added: CEO,] President, and Principal Executive Officer (PEO), is organized into these reportable operating segments and is consistent with how the CODM evaluates our performance and allocates resources.
UGG Brand. The UGG brand is one of the most iconic and recognized [added: footwear] brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders.
With loyal consumers around the world, the UGG brand has proven to be a highly resilient line of premium footwear, apparel, and accessories with expanded product offerings [removed: and] [added: that appeal to] a growing global audience [removed: that appeals to] [added: and] a broad demographic.
- Successful acquisition of a diverse [added: global] consumer [removed: base that resonates globally] [added: base,] and [removed: with] [added: in particular focusing on] key markets, [removed: including for a younger, fashionable consumer,] through strategic marketing activations and [removed: collaborations.][added: collaborations that resonate with a fashionable consumer.]
- High consumer brand loyalty due to [added: elevated brand experiences and] consistent delivery of crafted; purposefully built and luxuriously comfortable footwear, apparel, and accessories.
- Diversification of our footwear product offerings, such as our spring and summer lines, as well as expanded category offerings for [removed: Men's products,] [added: Men’s products such as the slip on shoe] and [added: sneaker category, and] more iconic fashion product for our Classics [removed: line.][added: line, including reimagining existing iconic styles into new categories.]
HOKA Brand. The HOKA brand is an authentic premium line of year-round performance [removed: footwear that] [added: footwear, which] offers enhanced cushioning and inherent stability with minimal [removed: weight, apparel, and accessories.][added: weight.]
[removed: Strong] [added: Expanded] marketing [removed: has] [added: and strategic marketplace presence have] fueled both domestic and international sales growth of the HOKA brand, which has quickly become a leading brand within run and outdoor specialty wholesale accounts and is growing [removed: within selective key accounts.][added: across its ecosystem of access points.]
[removed: As a result,] [added: However, as net sales of] the HOKA brand [removed: is bolstering its net sales, which] continue to increase as a percentage of our aggregate net [removed: sales.][added: sales, we expect to continue to see the impact from seasonality decrease over time.]
Sanuk Brand. The Sanuk brand originated in Southern California surf culture and has emerged [removed: into] [added: as] a lifestyle brand with a presence in the relaxed casual shoe and sandal categories with a focus on innovation in comfort and sustainability.
The Sanuk brand’s use of unexpected materials and unconventional [removed: constructions,] [added: construction,] combined with its fun and playful branding, are key elements of the [removed: brand's] [added: brand’s] identity.
Other Brands. Other brands consist primarily of the Koolaburra [removed: brand.][added: brand, as well as the AHNU brand we launched in March 2024.]
The Koolaburra brand is a casual footwear fashion line [removed: using] [added: that uses] plush materials and is intended to target the value-oriented consumer in order to complement the UGG brand offering.
Direct-to-Consumer. Our DTC business encompasses all [added: of] our brands and is comprised of our [added: Company-owned] e-commerce [removed: business] [added: websites] and retail [removed: stores that] [added: stores, which] are intertwined and interdependent in an omni-channel [removed: marketplace.][added: marketplace as we believe many of our consumers interact with both before making purchasing decisions in store and online.]
*E-Commerce [removed: Business.*] [added: Websites.*] Our global e-commerce [removed: business] [added: operations] provides us with an opportunity to directly engage [added: and connect] with [added: our consumers] and communicate a consistent [removed: brand] message [removed: to consumers] that [removed: is in line with our brands’ promises,] promotes awareness of [added: our brands’ promises and] key [removed: brand] initiatives, offers targeted information to specific consumer demographics, and drives consumers to our retail stores.
As of March 31, [removed: 2023,] [added: 2024,] we operate [removed: our e-commerce business through] Company-owned [added: e-commerce] websites [removed: and mobile platforms] in [removed: 57] [added: 56] different countries.
*Retail [removed: Business.*] [added: Stores.*] Our global Company-owned [removed: mono branded] [added: mono-branded] retail stores are predominantly UGG brand concept [removed: stores] and [removed: UGG brand] outlet stores, as well as [removed: new openings of] HOKA brand [removed: stores.][added: concept stores, which we continue to launch in strategic locations.]
As of March 31, [removed: 2023,] [added: 2024,] we have a total of 164 global retail stores (including [removed: 18] [added: 26] HOKA brand [added: retail] stores), which includes [removed: 81] [added: 83] concept stores and [removed: 83] [added: 81] outlet stores.
We will continue to evaluate our retail store fleet strategy in response to [removed: brand strategy] changes in [added: brand strategy,] consumer [removed: demand] [added: behavior,] and retail store traffic patterns.
*Flagship Stores.* [removed: Included in the total count of global] [added: Global] concept stores [removed: are seven] [added: include nine] flagship stores, which are primarily located in major tourist locations.
These are premium [removed: mono branded] [added: mono-branded] stores in key [added: global] markets designed to showcase UGG and HOKA brand products.
Our actual results of operations may differ materially from those expressed or implied by these forward-looking statements as a result of many factors, including those set forth in the section titled “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, “Risk Factors,” within this Annual Report.*
Independent third-party contractors manufacture all of our products.
- Net sales increased 18.2% to $4,287,763.
RECENT DEVELOPMENTS
On February 1, 2024, Dave Powers announced his intention to retire from his position as CEO and President of the Company, effective August 1, 2024.
Following this date, we expect Mr. Powers will continue to serve as a member of our Board of Directors.
Also on February 1, 2024, we announced that Stefano Caroti, our Chief Commercial Officer, will be appointed as CEO and President, effective August 1, 2024.
Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report for further discussion on executive officer leadership transition risks.
- We remain focused on increasing global consumer awareness and adoption of our brands, which has continued to positively impact our financial results.
Our efforts to drive brand adoption is focused on building brand acceptance and heat through continued launches of innovative product offerings, coupled with marketing investments across multiple geographic markets and channels of distribution.
- We remain focused on our marketplace inventory management strategy for our brands through segmentation and differentiation.
During fiscal year 2024, we experienced alignment on product assortments that resulted in higher full-price sell through.
This, combined with selective price increases, has benefited our gross margins during fiscal year 2024 across all channels of distribution.
While gross margins continue to be an area of strategic focus, we expect a more normalized promotional environment for our results of operations during our next fiscal year ending March 31, 2025 (next fiscal year).
We expect increased sales in the DTC channel will continue to positively impact our gross margins.
- We continue to implement our international growth strategies for the HOKA and UGG brands.
We have expanded our HOKA brand presence within our DTC channel through targeted investments in certain regions that provide influential market presence to drive brand awareness, and we expect to continue making these investments, including in our next fiscal year.
We continue to emphasize elevating the customer experience for the UGG brand through localized marketing investments.
- In alignment with effective resource allocation and the execution of our long-term objectives, we intend to divest the Sanuk brand.
During the fourth quarter of fiscal year 2024, we recorded an impairment on the Sanuk definite-lived intangible asset.
Please refer to the section “Critical Accounting Policies” below for further information.
*•*To support our growing business, we continue to expand our network of global warehouses, DCs, and 3PLs.
We also are diversifying the number of third-party manufacturers with whom we engage and the regions in which they operate.
We expect to continue to invest in and build upon these infrastructure capabilities to continue meeting customer and consumer demand, which may result in higher costs in future periods.
Macroeconomic and Geopolitical Factors
*•*Macroeconomic factors, including inflationary pressures, increased interest rates, fluctuations in foreign currency exchange rates, the lapsing of government stimulus, increased consumer debt levels, decreased savings rates, resumption of student loan repayments, geopolitical unrest, escalating global conflicts and their potential impact on logistic lead times and freight costs, and increased risks of a recession, continue to create a complex and challenging environment for our business.
While these macroeconomic factors did not materially impact our business or results of operations during fiscal year 2024, the impact of these macroeconomic factors is difficult to quantify and could negatively impact our business and results of operations during our next fiscal year.
The HOKA brand’s product line includes running, trail, hiking, fitness and lifestyle footwear offerings, as well as select apparel and accessories.
Teva Brand. The Teva brand, born in the depths of the Grand Canyon, has long been a favored brand among outdoor adventurers across the globe.
Today, building on its foundation as a leader in sport sandals and its authentic outdoor heritage, the Teva brand’s thoughtfully designed, and accessible products are built for a range of outdoor pursuits, connecting with a vibrant, diverse audience passionate about exploration.
The Teva brand’s collection includes a variety of footwear options, from classic sandals and shoes to boots; all crafted for the demands of the outdoors.
The AHNU brand’s footwear products fuse high-performance technology with timeless style crafted for everyday wear.
RESULTS OF OPERATIONS
| Net sales | | | $ | 4,287,763 | | | | | 100.0 | | % | | | | $ | 3,627,286 | | | | | 100.0 | | % | | | | $ | 660,477 | | | | | 18.2 | | % |
| Cost of sales | | | 1,902,275 | | | | | | 44.4 | | | | | | 1,801,916 | | | | | | 49.7 | | | | | | (100,359) | | | | | | (5.6) | | |
| Gross profit | | | 2,385,488 | | | | | | 55.6 | | | | | | 1,825,370 | | | | | | 50.3 | | | | | | 560,118 | | | | | | 30.7 | | |
| Income from operations | | | 927,514 | | | | | | 21.6 | | | | | | 652,751 | | | | | | 18.0 | | | | | | 274,763 | | | | | | 42.1 | | |
| Income before income taxes | | | 978,941 | | | | | | 22.8 | | | | | | 666,082 | | | | | | 18.4 | | | | | | 312,859 | | | | | | 47.0 | | |
| Income tax expense | | | 219,378 | | | | | | 5.1 | | | | | | 149,260 | | | | | | 4.1 | | | | | | (70,118) | | | | | | (47.0) | | |
| Net income | | | 759,563 | | | | | | 17.7 | | | | | | 516,822 | | | | | | 14.3 | | | | | | 242,741 | | | | | | 47.0 | | |
Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” and Part I, Item 1A, "Risk Factors," within this Annual Report for additional information.*
All of our products are manufactured by independent manufacturers.
- 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.
- We remain focused on increasing consumer adoption of the HOKA brand with all geographic regions and distribution channels experiencing significant year-round growth, which has positively impacted our financial results and seasonality trends.
Our efforts to drive HOKA brand performance are primarily focused on distribution management, launching innovative product offerings and global marketing campaigns to drive brand awareness, and further expanding the HOKA brand presence through our DTC channel.
- Our marketplace strategies in Europe and Asia (international reset strategies) have continued to drive UGG brand awareness and consumer acquisition by building brand acceptance through localized marketing investments.
However, unfavorable foreign currency exchange rates have partially offset international growth of the UGG brand during fiscal year 2023.
- We continue to adopt selective price increases as appropriate by brand and product, which we believe can help mitigate increased costs.
Teva Brand. The Teva brand created the very first sport sandal when it was founded in the Grand Canyon in 1984.
Since then, the Teva brand has grown into a multi-category modern outdoor lifestyle brand offering a range of performance, casual, and trail lifestyle products, and has emerged as a leader in footwear sustainability observed through recent growth fueled by young and diverse consumers passionate for the outdoors and the planet.
We believe demand for Sanuk brand products will continue to be driven by the following:
- Introducing a broader and more premium range of comfortable and easy slip-on product, including through category extensions in comfort casual footwear for the younger consumer and establishing a year-round product offering, from sandals to slippers to winterized casual comfort.
We believe demand for Koolaburra brand products will continue to be driven by the following:
- Increasing brand awareness with fashion focused consumers.
- Evolution of key franchises and purpose-built expansion in fashion casual boots, slippers, and sandals.
We believe many of our consumers interact with both our retail stores and websites before making purchasing decisions in store and online.
We continue to open outlet stores in key markets to further grow our brand presence and appeal to a broader consumer base.
While we generally open retail store locations during our second or third fiscal quarters and consider closures of retail stores during our fourth fiscal quarter, the timing of such openings and closures may vary.
We anticipate opening four additional flagship stores in Europe and Asia during our next fiscal year.
However, as we continue to take steps to diversify and expand our product offerings by creating more year-round styles, and as net sales of the HOKA brand continue to increase as a percentage of our aggregate net sales, we have seen and expect to continue to see the impact from seasonality decrease over time.
However, our seasonality has been impacted by supply chain challenges and it is unclear whether these impacts will be minimized or exaggerated in future periods as a result of these disruptions.
Result of Operations
| 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 | | |
| 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 | | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Years Ended March 31, | | | | | | | | | | | | | | | | | | | | |
| | | | Amount | | | | | | Amount | | | | | | Amount | | | | | | % | | |
An excerpt. Shown here: 40 of 154 rewritten, 40 of 107 added and 40 of 103 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11 rewritten, 12 added, 15 removed, 8 unchanged
[removed: While EVA] [added: Our fixed pricing agreements are non-cancellable and may be subject to fees, including certain sheepskin] purchasing contracts [removed: do not typically require] [added: requiring] deposits when minimum volumes are not fully [removed: consumed; they are typically non-cancellable and subject to fees.][added: consumed.]
In the event of significant price increases for [removed: these] [added: our] commodities, we will likely not be able to adjust our selling prices sufficiently to eliminate the impact of such increases on our profitability.
We continue to evaluate our [added: firm] pricing agreement strategy for our commodities, including [removed: alternative bio-based] [added: other preferred] materials.
Refer to the [removed: section] [added: subsection] titled “Contractual Obligations” [removed: above] [added: under section “Liquidity”] within Part II, Item 7, [removed: “Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of Operations,” and Note 7, [removed: "Commitments] [added: “Commitments] and [removed: Contingencies,"] [added: Contingencies,”] of our consolidated financial statements in Part IV within this Annual Report for further information on our minimum purchase obligations for commodities.
Although most of our sales and inventory purchases are denominated in US dollars, [removed: these sales and inventory purchases may be impacted by fluctuations in the exchange rates between the US dollar and local currencies] [added: our global operations] in the international markets where our products are sold and [removed: manufactured.][added: manufactured expose us to risk of foreign currency exchange rate fluctuations between the US dollar and primarily the currencies of Europe, Asia, Canada, and Latin America.]
Foreign currency exchange rate fluctuations had [removed: an incremental negative] [added: a net positive] impact on our results of operations for the year ended March 31, [removed: 2023,] [added: 2024,] when compared to the year ended March 31, [removed: 2022.][added: 2023.]
As [added: there are no outstanding balances for our derivative instruments as] of March 31, [removed: 2023,] [added: 2024,] a hypothetical 10.0% [added: change in] foreign currency exchange [removed: rate fluctuation] [added: rates] would [removed: have resulted] [added: result] in an immaterial aggregate change to our consolidated statements of comprehensive income during the year ended March 31, [removed: 2023, due to no outstanding balances for derivative instruments.][added: 2024.]
As of March 31, [removed: 2023,] [added: 2024,] there are no known factors that we would expect to result in a material change in the general nature of our foreign currency exchange rate risk exposure.
Refer to Note [added: 1, “General,” and Note] 9, [removed: "Derivative Instruments,"] [added: “Derivative Instruments,”] of our consolidated financial statements in Part IV within this Annual Report for further information on our use of derivative [removed: contracts.][added: contracts and related accounting policies.]
[removed: A] [added: As there were no outstanding balances under our revolving credit facilities as of March 31, 2024, the] hypothetical [removed: 1.0% increase] [added: effect of a 100 basis point change] in interest rates for borrowings made under our revolving credit facilities would have resulted in [removed: an immaterial aggregate] [added: no] change to interest expense recorded in our consolidated statements of comprehensive income during the year ended March 31, [removed: 2023, due to no outstanding balances under our revolving credit facilities.][added: 2024.]
Refer to Note 6, [removed: "Revolving] [added: “Revolving] Credit [removed: Facilities,"] [added: Facilities,”] of our consolidated financial statements in Part IV within this Annual Report for further information on our revolving credit [removed: facilities.][added: facilities and types of interest rates.]
In the normal course of business, our financial position and results of operations are subject to a variety of risks, including risks associated with commodity pricing, foreign currency exchange rates and, to a lesser extent, interest rates.
We regularly assess these risks and have established policies and business practices designed to mitigate their effects.
Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report for further discussion of risks to our business and results of operations.
We are exposed to commodity price fluctuations from the cost of raw materials used in our manufacturing process that includes sheepskin, UGGplush, and sugarcane-derived EVA (collectively, commodities).
To manage price volatility and ensure availability for our commodities, we typically enter into fixed purchasing contracts with designated suppliers of sheepskin and sugarcane-derived EVA, as well as other pricing agreements for UGGplush.
Our exposure to market risk for interest rates relates to our cash and cash equivalents, including cash from highly rated money market funds, and our revolving credit facilities.
Cash and cash equivalents held by us are affected by variable, short-term interest rates.
Using our average invested cash equivalents balance as of March 31, 2024, the hypothetical effect of a 100 basis point change in short-term interest rates would be impactful to the interest income recorded in our consolidated statements of comprehensive income, along with our operating cash flows, but would not impact the fair market value of the related underlying instruments.
However, the impact on interest income would not be material to our results of operations.
Refer to Note 1, “General,” and Note 4, “Fair Value Measurements,” of our consolidated financial statements in Part IV within this Annual Report for further information on our cash and cash equivalents.
Our revolving credit facilities bear interest at variable rates.
As a result, we are exposed to changes in market interest rates that could impact the cost of servicing debt.
For the manufacturing of our products, we purchase from suppliers certain raw materials that are affected by commodity prices, which include sheepskin, wool (primarily for UGGpure), leather, and sugarcane derived resin or EVA.
The supply of sheepskin, which is used to manufacture a significant portion of the UGG brand products, is in high demand and there are a limited number of suppliers that can meet our expectations for the quantity and quality of sheepskin that we require.
Most of our sheepskin is purchased from two tanneries in China, which is sourced primarily from Australia and the UK.
While we have experienced fairly stable pricing in recent years, historically there have been significant fluctuations in the price of sheepskin as the demand for this commodity from our consumers and our competitors has changed.
We believe significant factors affecting the price of sheepskin include weather patterns, harvesting decisions, incidence of disease, the price of other commodities such as wool and leather, the demand for our products and the products of our competitors, use of substitute products or components, and global economic conditions.
Any factors that increase the demand for, or decrease the supply of, sheepskin could cause significant increases in the price of sheepskin.
We typically fix prices for all of our raw and other materials with firm pricing agreements on a seasonal basis.
For sheepskin, leather, and repurposed wool (or UGGpure), we use purchasing contracts (and refundable deposits for certain sheepskin supply agreements) to attempt to manage price volatility as an alternative to hedging commodity prices.
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.
The purchasing contracts and other pricing arrangements we use for our commodities typically result in purchase obligations which are not recorded in our consolidated balance sheets.
Fluctuations in currency exchange rates, primarily between the US dollar and the currencies of Europe, Asia, Canada, and Latin America, may affect our results of operations, financial position, and cash flows.
We face market risk to the extent foreign currency exchange rate fluctuations affect our foreign assets, liabilities, revenues, and expenses.
We translate all assets and liabilities denominated in foreign currencies into US dollars using the exchange rate as of the end of the reporting period.
Gains and losses resulting from translating assets and liabilities from our subsidiaries' functional currencies to US dollars are recorded in other comprehensive income.
Our market risk exposure with respect to our revolving credit facilities is tied to changes in applicable interest rates, including the adjusted Alternate Base Rate, the Secured Overnight Financing Rate, the adjusted Euro InterBank Offered Rate, the Sterling Overnight Index Average, and the Canadian Dollar Offered Rate for our Primary Credit Facility, and the People’s Bank of China market rate for our China Credit Facility.
Item 1. BUSINESS
108 rewritten, 25 added, 49 removed, 119 unchanged
We market our products primarily under [removed: five] [added: six] proprietary brands: UGG, HOKA, Teva, Sanuk, [added: Koolaburra,] and [removed: Koolaburra.][added: AHNU.]
We sell our products through quality domestic and international retailers, international distributors, and directly to our global consumers through our DTC business, which is comprised of our [added: Company-owned] e-commerce websites and retail stores.
We seek to differentiate our brands and products by offering diverse lines that emphasize [added: fashion,] authenticity, functionality, quality, and comfort, and products tailored to a variety of activities, seasons, and demographic groups.
UGG. The UGG brand is one of the most iconic and recognized [added: footwear] brands in our industry, which highlights our successful track record of building niche brands into lifestyle and fashion market leaders.
With loyal consumers around the world, the UGG brand has proven to be a highly resilient line of premium footwear, apparel, and accessories with expanded product offerings [removed: and] [added: that appeal to] a growing global audience [removed: that appeals to] [added: and] a broad demographic.
HOKA. The HOKA brand is an [removed: authentic,] [added: authentic] premium line of year-round performance [removed: footwear and apparel that] [added: footwear, which] offers enhanced cushioning and inherent stability with minimal weight.
[removed: Strong] [added: Expanded] marketing [removed: has] [added: and strategic marketplace presence have] fueled both domestic and international sales growth [removed: for] [added: of] the HOKA brand, which has quickly become a leading brand within [removed: our] run and outdoor specialty wholesale accounts and is growing [removed: within selective key accounts.][added: across its ecosystem of access points.]
The HOKA brand’s product line includes running, trail, hiking, [removed: fitness,] [added: fitness] and [removed: lifestyle.][added: lifestyle footwear offerings, as well as select apparel and accessories.]
Sanuk. The Sanuk brand originated in Southern California surf culture and has [removed: manifested into] [added: emerged as] a lifestyle brand with a presence in the relaxed casual shoe and sandal [removed: categories, focusing] [added: categories with a focus] on [removed: innovations] [added: innovation] in comfort and sustainability.
The Sanuk brand’s use of unexpected materials and unconventional [removed: constructions,] [added: construction,] combined with its fun and playful branding, are key elements of the brand’s identity.
Other Brands. Other brands consist primarily of the Koolaburra [removed: brand.][added: brand, as well as the AHNU brand we launched in March 2024.]
The Koolaburra brand is a casual footwear fashion line [removed: using] [added: that uses] plush materials and is intended to target the value-oriented consumer to complement the UGG brand offering.
US Distribution. In our wholesale channel, we [removed: distribute] [added: sell] our products in the US through sales representatives, who are organized by account type or geographically and by brand.
Our sales force is [removed: separated] [added: organized] by brand, as each brand generally has certain specialty customers that expect a dedicated sales team with specialized knowledge of the brand’s product offerings.
We currently distribute products sold in the US through our DCs in Moreno Valley, California, and Mooresville, [removed: Indiana, as well as through a 3PL in Pennsylvania.][added: Indiana.]
Our DCs feature a warehouse management system that enables us to efficiently pick and pack products for direct shipment to [removed: customers.][added: customers and consumers.]
International Distribution. [removed: Internationally,] [added: We sell our products internationally] in our wholesale [removed: channel, we distribute our products] [added: channel] through independent distributors and [added: our] wholly owned [removed: subsidiaries in many regions and countries,] [added: subsidiaries,] including [added: in] Canada, Europe, Asia-Pacific, and Latin [removed: America, among others.][added: America.]
Our six reportable operating segments include the [removed: five strategic business units responsible for the] worldwide [added: wholesale] operations of the [removed: wholesale divisions of our brands (UGG, HOKA, Teva, Sanuk,] [added: UGG brand, HOKA brand, Teva brand, Sanuk brand,] and Other [removed: brands), plus our] [added: brands, as well as] DTC [removed: business (reportable] [added: (collectively, our reportable] operating segments).
UGG Wholesale. We sell our UGG brand products primarily through fashion lifestyle [removed: retailers such as Urban Outfitters, domestic] [added: retailers,] higher-end department [removed: stores such as Nordstrom, Dillard’s, and Macy’s,] [added: stores,] streetwear and sports style partners, [removed: such as Footlocker] and [removed: Journey’s, and] online [removed: retailers, such as Amazon.com, Zappos.com, and Zalando.com.][added: retailers.]
For example, as the UGG brand continues to amplify its audience [removed: with younger consumers,] [added: within key consumer segments,] our distribution to [removed: these] consumers [added: in these segments] is expanding faster through our lifestyle and sports style partners.
HOKA Wholesale. We sell [removed: select] HOKA brand [removed: footwear] [added: products] primarily through full-service [removed: domestic] specialty [removed: retailers such as Fleet Feet and Road Runner Sports,] [added: retailers,] outdoor [added: and sporting goods] retailers, [removed: such as REI,] select online [removed: retailers such as Zappos.com, other strategic partners, such as DICK’s Sporting Goods and Running Warehouse, streetwear and] [added: retailers, fashion lifestyle retailers,] sports style partners, [removed: such as Footlocker,] and higher-end department [removed: stores, such as Nordstrom.][added: stores.]
We continue to expand our HOKA brand wholesale distribution in international markets, including through strategic partners [removed: such as Intersport and Sport 2000] in Europe and [removed: Xebio Group and Himaraya in] Japan.
Teva Wholesale. We sell our Teva brand footwear primarily through outdoor [added: and sporting goods] retailers, [removed: such as REI,] fashion lifestyle retailers, [removed: such as Urban Outfitters, other strategic partners, such as DICK’s Sporting Goods,] large national retail chains, [removed: such as Famous Footwear and DSW,] higher-end department [removed: stores such as Nordstrom,] [added: stores,] and online [removed: retailers such as Amazon.com and Zappos.com.][added: retailers.]
We continue to expand our Teva brand wholesale distribution in international markets, including through strategic partners [removed: such as United Arrows and ABC Mart] in Japan.
Sanuk Wholesale. We sell our Sanuk brand footwear primarily through domestic [removed: sports style] [added: streetwear] partners, [removed: such as Journey’s,] higher-end department stores, [removed: such as Dillard’s, larger] [added: large] national retail chains, [removed: such as DSW,] and online [removed: retailers such as Amazon.com and Zappos.com.][added: retailers.]
Other Brands Wholesale. Other brands is primarily made up of the Koolaburra [added: brand, as well as the recently launched AHNU] brand.
We sell our Koolaburra brand footwear primarily through [removed: larger] [added: large] national retail chains, [removed: including Kohl’s, DSW, Shoe Carnival, and Famous Footwear, certain] higher-end department stores, [removed: such as Macy’s,] and online [removed: retailers such as Amazon.com and Zappos.com.][added: retailers.]
[removed: In] [added: Direct-to-Consumer. Our DTC business encompasses all of our brands and is comprised of our Company-owned e-commerce websites and retail stores, which are intertwined and interdependent in] an omni-channel [removed: marketplace,] [added: marketplace as] we believe many of our consumers interact with both [removed: our retail stores and our websites] before making purchasing [removed: decisions.][added: decisions in store and online.]
Our retail stores enable us to expose consumers to a [removed: more] curated selection of products, directly [removed: impact] [added: influence] our consumers’ experience with our brands, and sell our products at retail [removed: prices] [added: prices;] thereby generating larger gross profit as a percentage of net sales (gross margin).
Our Company-owned [removed: mono branded] [added: mono-branded] retail stores are predominantly UGG brand concept [removed: stores] and [removed: UGG brand] outlet stores, as well as [removed: new openings of] HOKA brand [removed: retail stores.][added: concept stores, which we continue to launch in strategic locations.]
Through our outlet stores, we sell [removed: some of our] [added: certain] discontinued styles from prior seasons, full price in-line products, [removed: as well as] [added: and] products made specifically for the outlet stores.
We continue to open [removed: outlet] [added: retail] stores in key markets to further grow our brand presence and appeal to a broader consumer base.
We also have several [removed: UGG brand] flagship [removed: stores and a HOKA brand flagship store,] [added: stores,] which are Company-owned premium [removed: mono branded] [added: mono-branded] concept stores in key [added: global] markets designed to showcase the UGG and HOKA brand products.
As of March 31, [removed: 2023,] [added: 2024,] we operate [removed: our e-commerce business through] Company-owned [added: e-commerce] websites [removed: and mobile platforms] in [removed: 57] [added: 56] different countries and have a total of 164 global retail stores (including [removed: 18] [added: 26] HOKA brand retail stores), which includes [removed: 81] [added: 83] concept stores and [removed: 83] [added: 81] outlet stores.
Refer to Part II, Item 7, [removed: “Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report for further [removed: disclosure and] discussion of our DTC [removed: business.][added: business, including the various retail store types and definitions.]
Refer to Note 12, [removed: "Reportable] [added: “Reportable] Operating [removed: Segments,"] [added: Segments,” and Note 13, “Concentration] of [added: Business,” of] our consolidated financial statements in Part IV within this Annual Report for [removed: further] [added: additional] information regarding our reportable operating [removed: segments.][added: segments, as well as our geographic areas and concentration of related business risks, respectively.]
Our design and development [removed: staff] [added: teams] work closely with [removed: brand] [added: each brand’s product] management [added: teams] to [removed: develop new styles and] [added: create seasonal] product [removed: lines.][added: lines designed to meet and exceed consumer expectations.]
Throughout the [removed: development process, we have] [added: creation process there are] multiple [removed: design] [added: concept] and [removed: development reviews,] [added: design reviews to develop prototypes] which [removed: we then coordinate with] [added: are assembled through] our independent manufacturers.
[removed: To ensure quality, consistency, and efficiency in our product] [added: Throughout the entire] design and development [removed: process,] [added: process] we [removed: continually] evaluate the availability and [removed: cost] [added: costs] of raw materials, the capabilities and [removed: capacity] [added: capacities] of our independent manufacturers, and the target [removed: retail price] [added: pricing] of [removed: new] [added: our] products.
We generally purchase products from our manufacturers on the basis of individual purchase [removed: orders or short-term purchase commitments,] [added: orders,] rather than maintaining long-term purchase commitments, which provides us greater flexibility to adapt to changing consumer preferences, changes in international trade relations, and evolving inventory management requirements.
Independent third-party contractors manufacture all of our products (independent manufacturers).
RECENT DEVELOPMENTS
On February 1, 2024, Dave Powers announced his intention to retire from his position as Chief Executive Officer (CEO) and President of the Company, effective August 1, 2024.
Following this date, we expect Mr. Powers will continue to serve as a member of our Board of Directors.
Also on February 1, 2024, we announced that Stefano Caroti, our Chief Commercial Officer, will be appointed as CEO and President, effective August 1, 2024.
BRANDS
Teva. The Teva brand, born in the depths of the Grand Canyon, has long been a favored brand among outdoor adventurers across the globe.
Today, building on its foundation as a leader in sport sandals and its authentic outdoor heritage, the Teva brand’s thoughtfully designed, and accessible products are built for a range of outdoor pursuits, connecting with a vibrant, diverse audience passionate about exploration.
The Teva brand’s collection now includes a variety of footwear options, from classic sandals and shoes to boots; all crafted for the demands of the outdoors.
In alignment with effective resource allocation and the execution of our long-term objectives, we intend to divest the Sanuk brand.
The AHNU brand’s footwear products fuse high-performance technology with timeless style crafted for everyday wear.
Currently, we sell our AHNU brand footwear through domestic streetwear and lifestyle boutiques and retailers.
Flagship stores provide broader product offerings and generate greater traffic that enhance our interaction with consumers and increase brand loyalty.
Each brand follows a similar product creation path starting with consumer insights, including color, trend, material research, and in-depth market analysis.
Depending on the brand and product application, there may be multiple rounds of samples for fit, dynamic or athlete testing, and on occasion, we may contract with external laboratories for additional research needs.
Our diverse product offering enables us to leverage learnings across each of our brands, enabling innovation and economies of scale.
Key materials and components include sheepskin, UGGplush, and sugarcane-derived ethylene vinyl acetate (sugarcane-derived EVA).
Sugarcane-derived EVA is utilized within certain UGG brand products.
Sugarcane-derived EVA is predominately purchased from a Brazilian company by our independent manufacturers for the production of soles.
Leveraging sugarcane-derived EVA, as opposed to petroleum-derived EVA, is part of our on-going commitment to sustainability.
Specifically, we strive to reduce absolute GHG emissions (Scope 1 and 2) and Scope 3 emissions per million dollars of gross profit.
protection, social dialogue, innovation, gender equality and diversity, sustainable development, and the future of work.
3% compared to the prior period, and an increase of nearly 16% since fiscal year 2020.
We publish additional DEI metrics in our annual Equal Employment Opportunity filing (EEO-1) which is publicly available at *deckers.com/responsibility/policies*.
The content of our website, including our annual EEO-1 filing, is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC.
All of our products are manufactured by independent manufacturers.
Products and Brands
Teva. The Teva brand was born in the Grand Canyon and for decades has served as a trusted companion for outdoor adventure seekers around the world.
Today, Teva builds upon sport sandal leadership, authentic outdoor heritage, and a commitment to sustainability to drive growth through category expansion and a young, diverse, and adventurous consumer.
The Teva brand’s product line includes sandals, shoes, and boots.
We are further expanding our DCs and are in the early stages of building out a third US DC located in Mooresville, Indiana.
Direct-to-Consumer. Our DTC business is comprised of our e-commerce business, which we operate through various websites and platforms, and retail stores.
Our websites and retail stores are largely intertwined and interdependent.
Further, our domestic and international consumer loyalty programs allow our consumers to earn points and awards across the DTC business, which has contributed to higher brand demand.
Additionally, refer to Note 13, "Concentration of Business," of our consolidated financial statements in Part IV within this Annual Report for further information about geographic areas and concentration of related business risks.
The design and development functions for all of our brands are performed by a combination of internal design and development staff and outside freelance designers.
Production by our independent manufacturers is performed in accordance
In an 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 further reduce our dependence on sheepskin.
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.
Refer to Part I, Item 1A, “Risk Factors,” within this Annual Report for further information on the impacts on our business of supply chain disruptions and the associated risks.
ESG Oversight. Our Board of Directors, through its Corporate Responsibility, Sustainability & Governance Committee (Corporate Governance Committee), which is comprised of four independent directors.
During fiscal year 2023, we sourced all of our leather supplies used in our footwear from Leather Working Group-certified tanneries, which promote sustainable and environmentally friendly business practices within the leather industry.
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.
We require our supply chain partners to comply with our Ethical Sourcing and Animal Welfare Policy and have amplified our requirements for leathers sourced from South America by implementing detailed traceability standards to address deforestation.
In addition, we do not believe in the exploitation or killing of animals solely for the purpose of their fur.
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.
Further, we have taken steps to remove most single-use plastic from our packaging at our corporate headquarters, strive to use minimal plastic in our product packaging, and have eliminated single-use plastic bags from our retail stores.
Since fiscal year 2021, our Restricted Substances team manages and controls over 1,600 restricted substances and continues to explore cleaner chemistries where possible.
- *Climate and Clean Energy.* We aim to reduce energy consumption and carbon emissions throughout our operations.
During fiscal year 2023, we established a long-term grant with Savory Institute to support regenerative farming practices on sheep farms in Australia, influencing over 300,000 acres and 80 farms.
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 HOKA brand continues to focus on integrating more environmentally preferred materials in its footwear and apparel collections.
Teva continues to work with TerraCycle® to give well-worn Teva sandals new life as downcycled materials.
The Sanuk brand’s Veg Out Collection features 100% plant-based sneakers crafted using plant-based and recycled materials.
During fiscal year 2023, we once again appeared on the Bloomberg Gender-Equality Index, which helps bring transparency to gender-related practices and policies at publicly-listed companies around the world.
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.
Partners who underperform are placed on corrective action plans and monitored more frequently.
We are members of the Transparency Pledge to promote a standard for supply chain disclosure in the garment and footwear industry.
We publish a list that includes all of our Tier 1 and Tier 2 supply chain partners and ensure it is regularly updated to include key details like number of employees at each site, location, and types of products made.
We are also members of The Social & Labor Convergence Program, a multi-stakeholder initiative whose goal is to increase the effectiveness of factory audits.
An excerpt. Shown here: 40 of 108 rewritten, all 25 added and 40 of 49 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Item 3. LEGAL PROCEEDINGS
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These actions may result in seizure of counterfeit merchandise, [removed: out of court] [added: out-of-court] settlements with defendants, or other outcomes.
Furthermore, we are aware of many instances throughout the world in which a third-party is using our UGG brand and HOKA brand trademarks within its internet domain [removed: name, and we have discovered and are investigating several manufacturers and distributors of counterfeit UGG brand products, and we are also investigating various markets for indications of counterfeit HOKA brand manufacturing.][added: name.]
We are investigating several manufacturers and distributors of counterfeit UGG and HOKA brand products, as well as various markets for indications of counterfeit UGG and HOKA brand products.
Cover and table of contents
9 rewritten, 4 added, 1 removed, 56 unchanged
For the Fiscal Year Ended March 31, [removed: 2023][added: 2024]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or [added: Section] 15(d) of the Act.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such [removed: reports)] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.
At September 30, [removed: 2022,] [added: 2023,] 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: $8,242,483,771,] [added: $13,217,047,750,] 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: $312.61.][added: $514.09.]
As of the close of business on May [removed: 11, 2023,] [added: 9, 2024,] the number of outstanding shares of the registrant’s common stock, par value $0.01 per share, was [removed: 26,159,846.][added: 25,442,495.]
Portions of the registrant’s definitive Proxy Statement on Schedule 14A relating to the registrant’s [removed: 2023] [added: 2024] 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](#i5998ad65a6d941549fd94aa3a8565881_10)] [added: Statements](#i114bb980a76d4374b88719941ffdde4d_10)] | | | [removed: [2](#i5998ad65a6d941549fd94aa3a8565881_10)] [added: [2](#i114bb980a76d4374b88719941ffdde4d_10)] | | |
| [Item [removed: 1.](#i5998ad65a6d941549fd94aa3a8565881_16)] [added: 1.](#i114bb980a76d4374b88719941ffdde4d_16)] | | | [removed: [Business](#i5998ad65a6d941549fd94aa3a8565881_16)] [added: [Business](#i114bb980a76d4374b88719941ffdde4d_16)] | | | [removed: [3](#i5998ad65a6d941549fd94aa3a8565881_16)] [added: [3](#i114bb980a76d4374b88719941ffdde4d_16)] | | |
| [Item [removed: 1A.](#i5998ad65a6d941549fd94aa3a8565881_19)] [added: 1A.](#i114bb980a76d4374b88719941ffdde4d_19)] | | | [Risk [removed: Factors](#i5998ad65a6d941549fd94aa3a8565881_19)] [added: Factors](#i114bb980a76d4374b88719941ffdde4d_19)] | | | [removed: [13](#i5998ad65a6d941549fd94aa3a8565881_19)] [added: [13](#i114bb980a76d4374b88719941ffdde4d_19)] | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
For the Fiscal Year Ended March 31, 2024
| | | | [PART I](#i114bb980a76d4374b88719941ffdde4d_13) | | | | | |
| | | | [PART I](#i5998ad65a6d941549fd94aa3a8565881_13) | | | | | |
Item 1B. Unresolved Staff Comments
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| [Item [removed: 2.](#i5998ad65a6d941549fd94aa3a8565881_22)] [added: 2.](#i114bb980a76d4374b88719941ffdde4d_22)] | | | [removed: [Properties](#i5998ad65a6d941549fd94aa3a8565881_22)] [added: [Properties](#i114bb980a76d4374b88719941ffdde4d_22)] | | | [removed: [29](#i5998ad65a6d941549fd94aa3a8565881_22)] [added: [30](#i114bb980a76d4374b88719941ffdde4d_22)] | | |
| [Item [removed: 3.](#i5998ad65a6d941549fd94aa3a8565881_25)] [added: 3.](#i114bb980a76d4374b88719941ffdde4d_25)] | | | [Legal [removed: Proceedings](#i5998ad65a6d941549fd94aa3a8565881_25)] [added: Proceedings](#i114bb980a76d4374b88719941ffdde4d_25)] | | | [removed: [29](#i5998ad65a6d941549fd94aa3a8565881_25)] [added: [31](#i114bb980a76d4374b88719941ffdde4d_25)] | | |
| [I](#i114bb980a76d4374b88719941ffdde4d_1497)[tem 1C.](#i114bb980a76d4374b88719941ffdde4d_1497) | | | [C](#i114bb980a76d4374b88719941ffdde4d_1497)[yber](#i114bb980a76d4374b88719941ffdde4d_1497)[security](#i114bb980a76d4374b88719941ffdde4d_1497) | | | [29](#i114bb980a76d4374b88719941ffdde4d_1497) | | |
Item 4. Mine Safety Disclosures
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| [Item [removed: 5.](#i5998ad65a6d941549fd94aa3a8565881_31)] [added: 5.](#i114bb980a76d4374b88719941ffdde4d_31)] | | | [Market for [removed: Registrant's] [added: Registrant](#i114bb980a76d4374b88719941ffdde4d_31)[’](#i114bb980a76d4374b88719941ffdde4d_31)[s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5998ad65a6d941549fd94aa3a8565881_31)] [added: Securities](#i114bb980a76d4374b88719941ffdde4d_31)] | | | [removed: [30](#i5998ad65a6d941549fd94aa3a8565881_31)] [added: [31](#i114bb980a76d4374b88719941ffdde4d_31)] | | |
| | | | [PART II](#i114bb980a76d4374b88719941ffdde4d_28) | | | | | |
| | | | [PART II](#i5998ad65a6d941549fd94aa3a8565881_28) | | | | | |
Item 6. [Reserved]
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| [Item [removed: 7.](#i5998ad65a6d941549fd94aa3a8565881_34)] [added: 7.](#i114bb980a76d4374b88719941ffdde4d_34)] | | | [removed: [Management's] [added: [Management](#i114bb980a76d4374b88719941ffdde4d_34)[’](#i114bb980a76d4374b88719941ffdde4d_34)[s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5998ad65a6d941549fd94aa3a8565881_34)] [added: Operations](#i114bb980a76d4374b88719941ffdde4d_34)] | | | [removed: [32](#i5998ad65a6d941549fd94aa3a8565881_34)] [added: [34](#i114bb980a76d4374b88719941ffdde4d_34)] | | |
| [Item [removed: 7A.](#i5998ad65a6d941549fd94aa3a8565881_55)] [added: 7A.](#i114bb980a76d4374b88719941ffdde4d_55)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i5998ad65a6d941549fd94aa3a8565881_55)] [added: Risk](#i114bb980a76d4374b88719941ffdde4d_55)] | | | [removed: [47](#i5998ad65a6d941549fd94aa3a8565881_55)] [added: [49](#i114bb980a76d4374b88719941ffdde4d_55)] | | |
| [Item [removed: 8.](#i5998ad65a6d941549fd94aa3a8565881_58)] [added: 8.](#i114bb980a76d4374b88719941ffdde4d_58)] | | | [Financial Statements and Supplementary [removed: Data](#i5998ad65a6d941549fd94aa3a8565881_58)] [added: Data](#i114bb980a76d4374b88719941ffdde4d_58)] | | | [removed: [48](#i5998ad65a6d941549fd94aa3a8565881_58)] [added: [50](#i114bb980a76d4374b88719941ffdde4d_58)] | | |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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| [Item [removed: 9A.](#i5998ad65a6d941549fd94aa3a8565881_61)] [added: 9A.](#i114bb980a76d4374b88719941ffdde4d_61)] | | | [Controls and [removed: Procedures](#i5998ad65a6d941549fd94aa3a8565881_61)] [added: Procedures](#i114bb980a76d4374b88719941ffdde4d_61)] | | | [removed: [49](#i5998ad65a6d941549fd94aa3a8565881_61)] [added: [51](#i114bb980a76d4374b88719941ffdde4d_61)] | | |
| [Item 9B.](#i114bb980a76d4374b88719941ffdde4d_1528) | | | [Other Information](#i114bb980a76d4374b88719941ffdde4d_1528) | | | [52](#i114bb980a76d4374b88719941ffdde4d_1528) | | |
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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| | | | [PART [removed: III](#i5998ad65a6d941549fd94aa3a8565881_64)] [added: III](#i114bb980a76d4374b88719941ffdde4d_64)] | | | | | |
| [Item [removed: 10.](#i5998ad65a6d941549fd94aa3a8565881_67)] [added: 10.](#i114bb980a76d4374b88719941ffdde4d_67)] | | | [Directors, Executive [removed: Officers](#i5998ad65a6d941549fd94aa3a8565881_67)[,](#i5998ad65a6d941549fd94aa3a8565881_67) [and] [added: Officers, and] Corporate [removed: Governance](#i5998ad65a6d941549fd94aa3a8565881_67)] [added: Governance](#i114bb980a76d4374b88719941ffdde4d_67)] | | | [removed: [50](#i5998ad65a6d941549fd94aa3a8565881_67)] [added: [53](#i114bb980a76d4374b88719941ffdde4d_67)] | | |
| [Item [removed: 11.](#i5998ad65a6d941549fd94aa3a8565881_70)] [added: 11.](#i114bb980a76d4374b88719941ffdde4d_70)] | | | [Executive [removed: Compensation](#i5998ad65a6d941549fd94aa3a8565881_70)] [added: Compensation](#i114bb980a76d4374b88719941ffdde4d_70)] | | | [removed: [50](#i5998ad65a6d941549fd94aa3a8565881_70)] [added: [53](#i114bb980a76d4374b88719941ffdde4d_70)] | | |
| [Item [removed: 12.](#i5998ad65a6d941549fd94aa3a8565881_73)] [added: 12.](#i114bb980a76d4374b88719941ffdde4d_73)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5998ad65a6d941549fd94aa3a8565881_73)] [added: Matters](#i114bb980a76d4374b88719941ffdde4d_73)] | | | [removed: [50](#i5998ad65a6d941549fd94aa3a8565881_73)] [added: [53](#i114bb980a76d4374b88719941ffdde4d_73)] | | |
| [Item [removed: 13.](#i5998ad65a6d941549fd94aa3a8565881_76)] [added: 13.](#i114bb980a76d4374b88719941ffdde4d_76)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5998ad65a6d941549fd94aa3a8565881_76)] [added: Independence](#i114bb980a76d4374b88719941ffdde4d_76)] | | | [removed: [50](#i5998ad65a6d941549fd94aa3a8565881_76)] [added: [53](#i114bb980a76d4374b88719941ffdde4d_76)] | | |
| [Item [removed: 14.](#i5998ad65a6d941549fd94aa3a8565881_79)] [added: 14.](#i114bb980a76d4374b88719941ffdde4d_79)] | | | [Principal [removed: Accounting] [added: Accountant] Fees and [removed: Services](#i5998ad65a6d941549fd94aa3a8565881_79)] [added: Services](#i114bb980a76d4374b88719941ffdde4d_79)] | | | [removed: [50](#i5998ad65a6d941549fd94aa3a8565881_79)] [added: [53](#i114bb980a76d4374b88719941ffdde4d_79)] | | |
| [Item [removed: 15.](#i5998ad65a6d941549fd94aa3a8565881_85)] [added: 15.](#i114bb980a76d4374b88719941ffdde4d_85)] | | | [Exhibits and Financial Statement [removed: Schedule](#i5998ad65a6d941549fd94aa3a8565881_85)] [added: Schedule](#i114bb980a76d4374b88719941ffdde4d_85)] | | | [removed: [51](#i5998ad65a6d941549fd94aa3a8565881_85)] [added: [53](#i114bb980a76d4374b88719941ffdde4d_85)] | | |
| | | | [Index to Consolidated Financial Statements and Financial Statement [removed: Schedule](#i5998ad65a6d941549fd94aa3a8565881_91)] [added: Schedule](#i114bb980a76d4374b88719941ffdde4d_91)] | | | [removed: F-[1](#i5998ad65a6d941549fd94aa3a8565881_91)] [added: F-[1](#i114bb980a76d4374b88719941ffdde4d_91)] | | |
| | | | [PART IV](#i114bb980a76d4374b88719941ffdde4d_82) | | | | | |
| | | | [Signatures](#i114bb980a76d4374b88719941ffdde4d_88) | | | [56](#i114bb980a76d4374b88719941ffdde4d_88) | | |
| | | | [PART IV](#i5998ad65a6d941549fd94aa3a8565881_82) | | | | | |
| | | | [Signatures](#i5998ad65a6d941549fd94aa3a8565881_88) | | | [54](#i5998ad65a6d941549fd94aa3a8565881_88) | | |
Item 16. Form 10-K Summary
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This Annual Report on Form 10-K for our fiscal year ended March 31, [removed: 2023] [added: 2024] (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: trends] [added: trends, seasonality, and weather] impacting the [added: demand for our products and the] purchasing behavior of wholesale partners and consumers;
- expansion of [added: our brands, product offerings,] and investments in our Direct-to-Consumer (DTC) capabilities, including our distribution [removed: facilities and] [added: facilities,] e-commerce [removed: platforms;][added: websites, and our retail store footprint;]
- the effects of climate change, [removed: including] [added: natural disasters, and the impacts of public health issues, and the related] changes in the regulatory environment and consumer demand to mitigate these effects, and the resulting impact on our [removed: business;][added: business and the businesses of our customers, consumers, suppliers, and business partners;]
- the impact of our efforts to continue to advance sustainable and socially conscious business operations, and [added: to meet] the expectations [removed: and standards] that our investors and other stakeholders have with respect to our environmental, social and governance practices;
- our interpretation of [added: applicable] global tax regulations and changes in tax laws [added: and audits] that may impact our tax liability and effective tax rates;
Some of the risks and uncertainties that may cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in Part I, Item 1A, [removed: "Risk Factors,"] [added: “Risk Factors,”] and Part II, Item 7, [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,"] [added: Operations,”] within this Annual Report, as well as in our other filings with the Securities and Exchange Commission [removed: (SEC).][added: (SEC), which are available free of charge on the SEC’s website at *www.sec.gov* and our website at *ir.deckers.com.* You should read this Annual Report, including the information and documents incorporated by reference herein, in its entirety and with the understanding that our actual future results may be materially different from the results expressed or implied by these forward-looking statements.]
UGG® (UGG), HOKA® (HOKA), Teva® (Teva), Sanuk® (Sanuk), Koolaburra by UGG® [removed: brand] (Koolaburra), [added: AHNU® (AHNU),] UGGpure® (UGGpure), and UGGplushTM* *(UGGplush) are some of our trademarks.
Other trademarks or trade names appearing elsewhere within this Annual Report are the property of their respective owners.* [removed: *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 [removed: indicator] [added: indication] that their respective owners will not assert their rights to the fullest extent under applicable law.*
*Unless otherwise [removed: specifically] indicated, all figures [removed: included within this Annual Report] [added: herein] are expressed in thousands, except for per share [removed: or] [added: and] share data.
The defined periods for the fiscal years ended March 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] are stated herein as “year ended” or “years ended.” We also refer to these fiscal years as “fiscal year [removed: 2023,”] [added: 2024,”] “fiscal year [removed: 2022,”] [added: 2023,”] and “fiscal year [removed: 2021,”] [added: 2022,”] respectively.*
- the ability to effectively compete in a highly competitive footwear, apparel, and accessories industry;
- our plans to divest the Sanuk brand and the related terms and timing;
- security breach or other disruption to our information technology (IT) systems, or those of our vendors;
- the expansion of our brands and product offerings;
- the impact of seasonality and weather on consumer behavior and the demand for our products;
*•*the impacts of the COVID-19 global pandemic (pandemic) and other incidence of disease on our business and the businesses of our customers, consumers, suppliers, and business partners;
You should read this Annual Report, including the information and documents incorporated by reference herein, in its entirety and with the understanding that our actual future results may be materially different from the results expressed or implied by these forward-looking statements.
Item 1C. CYBERSECURITY
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New section this year
CYBERSECURITY RISK MANAGEMENT AND STRATEGY
We maintain a comprehensive cybersecurity program, recognizing the critical importance of safeguarding our operations, employees, customers, and other business partners from the constantly evolving risks associated with cybersecurity threats.
These risks include, among other things, operational risks, reputational risks, financial risks, and litigation and legal risks.
As a part of our comprehensive cybersecurity program, we have developed an incident response plan (IRP) designed to quickly respond to, mitigate, and recover from cybersecurity incidents.
The IRP includes procedures for incident detection and reporting, initial assessment, containment, eradication, recovery, post-incident activities, and continuous improvement.
We also integrated cybersecurity risk management into our overall risk management framework to ensure that cybersecurity risks are considered in all aspects of our business.
The integration ensures that cybersecurity considerations are integral to our strategic and operational decision-making.
Our management team works closely with our Chief Technology Officer (CTO) and Chief Information Security Officer (CISO), ensuring that our cybersecurity efforts align with our business objectives and operational needs.
Key components of our cybersecurity approach include, among other things:
- establishing a dedicated action team, led by our CTO and CISO, to oversee and manage cybersecurity risks;
- implementing a comprehensive cybersecurity risk assessment process and strategy based on industry standards and established frameworks such as the National Institute of Standards and Technology (NIST) Special Publication 800-61;
- implementing a vendor risk management program, which includes cybersecurity and data privacy audits, evaluating vendor risk level, and monitoring risk mitigation efforts;
- conducting penetration tests and security maturity assessments throughout the year;
- periodically engaging independent third-party assessors to audit our cybersecurity and information system programs to evaluate their effectiveness;
- implementing industry-standard technologies and processes to protect our system and data and to help detect potential suspicious activity;
- maintaining access controls to safeguard data and systems;
- providing annual trainings to employees on responsible information security, data security and cybersecurity practices including appropriate action to take against cybersecurity threats;
- conducting periodic phishing simulations to our employees;
- engaging in cybersecurity incident tabletop exercises and scenario planning exercises;
- maintaining a cybersecurity and information security risk insurance policy, which insures for data incidents or breaches and other technology related exposures; and
- periodically reviewing and updating our IRP, privacy policy, and other relevant policies/procedures.
These approaches are not exhaustive, and we plan to continuously improve our approaches to cybersecurity risk management.
In the three-year period ended March 31, 2024, our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats or incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks and any future material threats or incidents.
Refer to Part I, Item 1A, “Risk Factors - Risks Related to Technology, Data Security and Privacy” within this Annual Report for further information.
CYBERSECURITY GOVERNANCE
Our Board of Directors has delegated to the Audit Committee primary responsibility for oversight of risk assessment and risk management, including risks related to cybersecurity and information security issues.
Our CTO and CISO, who head our cybersecurity and information security initiatives, provide quarterly updates to the Audit Committee, and annual updates to the full Board of Directors.
These updates cover various topics, such as efforts to
enhance our cybersecurity posture, operational and incident metrics, mitigation actions, and key performance indicators like cybersecurity maturity, program health, and audit and compliance activities.
In addition to these regular updates, significant cybersecurity incidents and updates are escalated on an as-needed basis in accordance with our IRP.
Our CTO and CISO have extensive experience in cybersecurity.
Our CTO has served in his role since 2014.
He has also served in various roles in Information Technology for over 25 years, including the oversight of Information Security for 15 years.
Our CISO has served in various roles in Information Technology for over 25 years, including 15 years in Information Security.
He holds a B.S. in Cybersecurity and Information Assurance, along with industry certifications that include the Information Systems Audit and Control Association Certified in Risk and Information Systems Control, Certified Information Security Manager, and International Information System Security Certification Consortium Certified Information Systems Security Professional certifications.
Item 2. PROPERTIES
11 rewritten, 6 added, 4 removed, 2 unchanged
[added: Corporate Headquarters.] We have owned our 14-acre corporate headquarters located in Goleta, California since 2014.
[added: Warehouses and DCs.] We have a warehouse and DC located in Moreno Valley, California, which began operations during the fourth quarter of fiscal year 2015 and have since continued optimizing and expanding our operations at this location.
[added: Regional Offices.] We [removed: also] have offices in Belgium, Canada, China, France, Germany, Hong Kong, Indonesia, Italy, Japan, the Netherlands, Switzerland, the UK, [added: the US,] and Vietnam, to perform a variety of functions, which include overseeing the quality and manufacturing standards of our products, [added: design, product development, distribution, customer service,] coordinating regional sales, operations, marketing, [removed: and administration; as well as offices in Macau] [added: IT,] and [removed: Hong Kong to coordinate logistics.][added: administration.]
[removed: Internationally,] [added: Retail Stores. As of March 31, 2024,] we have [removed: 112] [added: 49 US] retail stores [added: and 115 international retail stores, including] in Austria, Belgium, Canada, China, France, Germany, Japan, the Netherlands, Switzerland, and the UK.
With the exception of [added: certain retail stores in] our DTC [removed: business facilities,] [added: business, cost associated with] our [removed: facilities] [added: facilities, flagship retail stores, and other office spaces] are attributable to multiple reportable operating segments and are not allocated to [added: them; but instead reflected in unallocated overhead costs in] our [removed: reportable operating segments.][added: results of operations.]
We believe our [removed: space is] [added: properties are] adequate for our current needs and that suitable additional or substitute space will be available to accommodate the foreseeable expansion of our business and operations.
[added: Significant Properties.] The following table provides details regarding our significant physical properties that are operational as of March 31, [removed: 2023:][added: 2024:]
| Facility Location | | | | | | Description | | | | | | Lease or Own | | | | | | Facility Size (Square Footage) | | | [removed: | | |]
| Moreno Valley, California | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 1,530,944 | | | [removed: | | |]
| Mooresville, Indiana (1st location) | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 507,600 | | | [removed: | | |]
| Goleta, California | | | | | | Corporate Headquarters | | | | | | Own | | | | | | 185,094 | | | [removed: | | |]
In October 2023, we began operations in a third US warehouse and DC in Mooresville, Indiana.
We also have offices in Macau and Hong Kong to coordinate logistics.
Refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” within this Annual Report for further discussion and results of operations for our reportable operating segments.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mooresville, Indiana (2nd location) | | | | | | Warehouse and Distribution Center | | | | | | Lease | | | | | | 1,015,902 | | |
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.
As of March 31, 2023, we have 52 retail stores in the US ranging from approximately 1,000 to 13,000 square feet.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
17 rewritten, 14 added, 6 removed, 14 unchanged
As of May [removed: 11, 2023,] [added: 9, 2024,] we had [removed: 37] [added: 31] stockholders of record based on the records of our transfer agent, which does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.
We did not sell any equity securities [removed: during the year ended March 31, 2023,] that were not registered under the Securities [removed: Act.][added: Act during the year ended March 31, 2024.]
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 [added: Index, the S&P 500] Apparel, Accessories & Luxury Goods Index, and the NYSE Composite Index for the five fiscal-year periods commencing March 31, [removed: 2018,] [added: 2019,] and ended March 31, [removed: 2023.][added: 2024.]
The data represented in the graph [removed: below] assumes one hundred dollars invested in our common [removed: stock, the S&P 500 Apparel, Accessories & Luxury Goods Index,] [added: stock] and [added: in each of] the [removed: NYSE Composite Index] [added: referenced indices] on March 31, [removed: 2018.][added: 2019.]
[removed: ][added: ]
| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |
| S&P 500 Apparel, Accessories & Luxury Goods Index | | | 100.0 | | | | | | [removed: 96.9] [added: 49.8] | | | | | | [removed: 48.2] [added: 101.5] | | | | | | [removed: 98.3] [added: 80.3] | | | | | | [removed: 77.7] [added: 55.6] | | | | | | [removed: 53.9] [added: 47.3] | | |
[removed: Stock Repurchase Programs][added: STOCK REPURCHASE PROGRAM]
Our Board of Directors [added: last] approved an additional authorization of $1,200,000 on July 27, 2022, to repurchase our common stock under the same conditions as the prior stock repurchase programs (collectively, the stock repurchase program).
[removed: Our current] [added: The agreements under our] revolving credit [removed: agreements] [added: facilities] allow us to make stock repurchases under this program, so long as we do not exceed certain leverage ratios.
As of March 31, [removed: 2023,] [added: 2024, we have not exceeded the stated leverage ratios and] no defaults have occurred under our credit agreements.
[removed: Below is a summary of stock repurchasing] [added: Stock repurchase] activity under our stock repurchase program during the [removed: fourth fiscal quarter] [added: three months] ended March 31, [removed: 2023:][added: 2024, was as follows:]
| | | | | | | Total number of shares [removed: repurchased (3)] [added: repurchased (1)] | | | | | | Weighted average price [removed: paid] per [removed: share] [added: share paid] | | | | | | Dollar value of shares [removed: repurchased (1) (2)] [added: repurchased (2) (3)] | | | | | | Dollar value of shares remaining for [removed: repurchase (3) (2)] [added: repurchase (3)] | | |
[removed: (1)] [added: (2)] The dollar value of shares repurchased excludes the cost of broker commissions, excise taxes, and other [removed: costs associated with our program.][added: costs.]
[removed: (2)] [added: (3)] May not calculate on rounded dollars.
[removed: (3)] [added: (1)] All share repurchases were made pursuant to our [removed: publicly announced] stock repurchase program in open-market transactions.
Refer to [added: the section titled “Liquidity” under] Part II, Item 7, [removed: “Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of Operations,” [removed: under the heading “Liquidity”] and Note 10, [removed: "Stockholders' Equity,"] [added: “Stockholders’ Equity,”] of our consolidated financial statements [removed: 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.
On March 18, 2024, we were added to the Standard & Poor’s 500 Stock Index (S&P 500 Index).
We replaced the NYSE Composite Index (NYSE Composite Index) with the S&P 500 Index for the purposes of our stock performance graph, as we believe this index is a more relevant benchmark to measure our performance.
We have continued to present the NYSE Composite Index within this Annual Report as a transitional measure.
The stock performance shown on the below graph is not necessarily indicative of future performance.
We will not make or endorse any prediction as to future stock performance.
| Deckers Outdoor Corporation | | | $ | 100.0 | | | | | $ | 91.2 | | | | | $ | 224.8 | | | | | $ | 186.3 | | | | | $ | 305.8 | | | | | $ | 640.2 | |
| S&P 500 Index | | | 100.0 | | | | | | 93.0 | | | | | | 145.4 | | | | | | 168.2 | | | | | | 155.2 | | | | | | 201.6 | | |
| The NYSE Composite Index | | | 100.0 | | | | | | 83.4 | | | | | | 129.3 | | | | | | 141.0 | | | | | | 133.3 | | | | | | 162.7 | | |
The stock performance graph above is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section.
Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
| January 1 - January 31, 2024 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,046,000 | |
| February 1 - February 29, 2024 | | | | | | 87,196 | | | | | | 859.94 | | | | | | 74,983 | | | | | | 971,017 | | |
| March 1 - March 31, 2024 | | | | | | 31,998 | | | | | | 916.10 | | | | | | 29,313 | | | | | | 941,704 | | |
Subsequent to March 31, 2024, through May 9, 2024, we repurchased 130,927 shares at a weighted average price of $836.20 per share for $109,481, and had $832,223 remaining authorized under the stock repurchase program.
| 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 | | |
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 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.
| 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 | | |
Item 9A. CONTROLS AND PROCEDURES
4 rewritten, 0 added, 3 removed, 18 unchanged
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: 2023.][added: 2024.]
Based on that evaluation, our [removed: Principal Executive Officer (PEO)] [added: 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: 2023.][added: 2024.]
As of March 31, [removed: 2023,] [added: 2024,] 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).
There were no changes in our internal control over financial reporting [added: identified in management’s evaluation pursuant to Rule 13a-15(d) of the Exchange Act] during the [removed: year] [added: three months] ended March 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Although we have modified our workplace practices globally due to the pandemic, resulting in most of our employees working remotely, this has not materially affected our internal control over financial reporting.
We are continually monitoring and assessing the impacts and disruptions caused by the pandemic to ensure there are no material effects on the design and operating effectiveness of our internal control over financial reporting.
PART III
Item 9B. OTHER INFORMATION
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DIRECTOR AND OFFICER TRADING PLANS AND ARRANGEMENTS
Our directors and officers may enter into trading plans or other arrangements with financial institutions to purchase or sell shares of our common stock, which plans or arrangements are intended to comply with the affirmative defense provisions of Rule 10b5-1 of the Exchange Act or which may represent a non-Rule 10b5-1 trading arrangement as defined under Item 408(a) of Regulation S-K.
Set forth below is a summary of the adoption, modification, and termination activity of our directors and officers in respect of their Rule 10b5-1 trading plans during the three months ended March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name & Title | | | | | | Adoption Date | | | | | | Termination Date | | | | | | Contract End Date | | | | | | Aggregate Shares Covered (in ones) | | |
| Stefano Caroti, Chief Commercial Officer | | | | | | March 7, 2024 | | | | | | * | | | | | | August 31, 2024 | | | | | | 10,000 | | |
| Steven Fasching, Chief Financial Officer | | | | | | November 6, 2023 | | | | | | February 9, 2024 (1) | | | | | | May 31, 2024 | | | | | | 5,000 | | |
(1) This trading plan was terminated automatically prior to the contract end date upon the sale of all shares covered by the plan.
*Not applicable.
During the three months ended March 31, 2024, no non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by our directors or officers.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
2 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item will be disclosed in our definitive proxy statement on Schedule 14A (Proxy Statement) for our [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] pursuant to Regulation 14A under the Exchange Act.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
468 rewritten, 219 added, 214 removed, 924 unchanged
| 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, 2010, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000110465910043090/a10-11328_1ex3d1.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000110465910043090/a10-11328_1ex3d1.htm)] | | |
| 3.2 | | | | | | [Amended and Restated Bylaws of Deckers Outdoor Corporation, as amended through June 5, 2018 (Exhibit 3.1 to the Registrant’s Form 8-K filed on June 5, 2018, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000018/ex31amendedandrestatedbyla.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052118000018/ex31amendedandrestatedbyla.htm)] | | |
| 4.1 | | | | | | [Description of the Capital Stock of Deckers Outdoor [removed: Corporation](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[(Exhibit] [added: Corporation (Exhibit] 4.1 to the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[’](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[s] [added: Registrant’s] Form 10-K filed on May 27, 2022, and [removed: inco](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm)[rporated] [added: incorporated] by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit41.htm) | | |
| 10.1 | | | | | | [Credit Agreement, [removed: dated](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [December] [added: dated December] 19, 2022, by and among Deckers Outdoor Corporation, Deckers Europe Limited, Deckers UK Ltd., Deckers Benelux B.V., Deckers Outdoor Canada ULC, Deckers Outdoor International Limited, Deckers Coromar, LLC, DBrands SGP Pte. Ltd., Citibank, N.A., as administrative agent, joint lead arranger and joint bookrunner, Comerica Bank, as sole syndication agent, joint lead arranger and joint bookrunner, HSBC Bank USA, National Association, as joint lead arranger and joint bookrunner, and the lenders party [removed: thereto](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) [(Exhibit] [added: thereto (Exhibit] 10.1 to the Registrant’s Form 8-K filed [removed: 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)[,] [added: on December 21, 2022,] and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000041/creditagreementdateddecemb.htm) | | |
| [removed: †10.2] [added: †10.3] | | | | | | [First Amendment to Standard Industrial Lease (Net), dated June 6, 2017, by and between Moreno Knox, [removed: LLC](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm) [and] [added: LLC, 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, 2018, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovalleyfirstamendme.htm)] | | |
| [removed: 10.3] [added: 10.4] | | | | | | [Second Amendment to Standard Industrial Lease (Net), dated July 17, 2017, by and between Moreno Knox, [removed: LLC](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)[,](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm) [and] [added: LLC, 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, 2018, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052118000015/morenovallyesecondamendm.htm)] | | |
| [removed: †10.4] [added: †10.5] | | | | | | [Standard Industrial Lease (Net), dated February 10, 2021, by and [removed: between](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [Westpoint] [added: between Westpoint] Building II, [removed: LLC](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [and] [added: LLC and] Deckers Outdoor Corporation for distribution center at 2633 Westpoint Blvd., Mooresville, IN [removed: 46158](https://www.sec.gov/Archives/edgar/data/910521/000091052121000017/deck3312021exhibit104.htm) [(Exhibit] [added: 46158 (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: †10.6] | | | | | | [Standard Industrial Lease (Net), dated April 20, 2022, by and between Westpoint Building V, [removed: LLC](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[,](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [and] [added: LLC, and] Deckers Outdoor Corporation for distribution center at 2723 Westpoint [removed: Blvd](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[.](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[,] [added: Blvd.,] Mooresville, IN [removed: 46158](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm) [](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] [added: 46158 (Exhibit 10.5 to] the Registrant’s Form 10-K filed on May 27, [removed: 2022](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)[,] [added: 2022,] and incorporated by reference [removed: 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)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit105.htm)] | | |
| [removed: †10.6] [added: †10.2] | | | | | | [Standard Industrial Lease (Net), dated December 5, 2013, by and between Moreno Knox, [removed: 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] [added: LLC, 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, 2014, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000144530514000820/deck-20131231exhibit106.htm)] | | |
| #10.9 | | | | | | [Deckers Outdoor Corporation 2006 Equity Incentive Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on April 21, 2006, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000095012906004208/v19151ddef14a.htm#010)] | | |
| #10.10 | | | | | | [First Amendment to Deckers Outdoor Corporation 2006 Equity Incentive Plan, as amended through May 9, 2007 (Appendix A to the Registrant's Definitive Proxy Statement filed on April 9, 2007, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000095012407002064/v28718def14a.htm)] | | |
| #10.11 | | | | | | [Deckers Outdoor Corporation Second Amended and Restated Deferred Stock Unit Compensation Plan, effective December 16, 2015 (Exhibit 10.1 to the Registrant's Form 10-Q filed on November 9, 2017, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit101.htm)] | | |
| #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, 2017, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000027/deck930201710-qexhibit102.htm)] | | |
| [removed: #10.13] [added: #10.14] | | | | | | [Deckers Outdoor Corporation 2015 Employee Stock Purchase Plan (Appendix A to the Registrant's Definitive Proxy Statement filed on July 29, 2015, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#sa33040bc020d4b56b9872b54ca5bf927)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#sa33040bc020d4b56b9872b54ca5bf927)] | | |
| [removed: #10.14] [added: #10.15] | | | | | | [Deckers Outdoor Corporation 2015 Stock Incentive Plan (Appendix B to the Registrant's Definitive Proxy Statement filed on July 29, 2015, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000026/deck-def14ax2015.htm#s83a0de074d6a4bf4a60acbba8fd582f6)] | | |
| [removed: #10.15] [added: #10.13] | | | | | | [Deckers Outdoor Corporation Management Incentive Plan (Exhibit 10.1 to the Registrant’s Form 10-Q filed on August 10, 2015, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052115000032/deck6302015exhibit101.htm) | | |
| †#10.17 | | | | | | [removed: [Form of] [added: [Form](https://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)[of] Performance Stock Option Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan (Exhibit 10.3 to the Registrant’s Form 10-Q filed on August 9, 2017, and incorporated by reference [removed: herein)](http://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052117000018/deck630201710-qexhibit103.htm)] | | |
| #10.18 | | | | | | [Form of Stock Unit Award Agreement [removed: (2020] [added: (2022] Time-Based RSU) under Deckers Outdoor Corporation 2015 Stock Incentive Plan (Exhibit [removed: 10.1 to] [added: 10.2](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm)[7](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm) [to] the Registrant’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 8, 2019,] [added: May 27, 2022,] 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/910521/000091052122000017/deck3312022exhibit1027.htm)] | | |
| †#10.19 | | | | | | [Form of [added: Restricted] Stock Unit Award Agreement [removed: (2020 Performance-Based PSU)] under Deckers Outdoor Corporation 2015 Stock Incentive Plan [added: FY 2022 LTIP Financial Performance Award] (Exhibit [removed: 10.2] [added: 10.28] to the Registrant’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 8, 2019,] [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/deck3312022exhibit1028.htm)] | | |
| [removed: †#10.20] [added: †#10.21] | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY [removed: 2020] [added: 2023] LTIP Financial Performance [removed: Award (Exhibit 10.1 to] [added: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[(Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[7](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm) [to] the Registrant’s Form [removed: 8-K] [added: 10-K] filed on [removed: September 25, 2019,] [added: May 2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[3](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm)[,] 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/910521/000091052123000016/deck3312023exhibit1027.htm)] | | |
| [removed: #10.21] [added: #10.20] | | | | | | [Form of Stock Unit Award Agreement [removed: (2021] [added: (2023] Time-Based RSU) under Deckers Outdoor Corporation 2015 Stock Incentive [removed: Plan (Exhibit 10.1 to] [added: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[(Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm) [to] the Registrant’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 6, 2020,] [added: May 2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[, 202](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[3](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)[,] and incorporated by reference [removed: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052120000033/deck06302020exhibit101.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm)] | | |
| †#10.22 | | | | | | [Form of Restricted Stock Unit Award Agreement under [removed: 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] [added: Deckers Outdoor] Corporation 2015 Stock Incentive Plan FY [removed: 2021] [added: 2023] LTIP Financial Performance [removed: Award (Exhibit 10.26] [added: Award, 2-year term](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm) [](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[(Exhibit 10.28] to the Registrant’s Form 10-K filed on May [removed: 28, 2021](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)[,] [added: 2](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[6](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[, 20](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[23](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)[,] and incorporated by reference [removed: herein](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)[)](https://www.sec.gov/Archives/edgar/data/0000910521/000091052121000017/deck3312021exhibit1026.htm)] [added: herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm)] | | |
| [removed: †#10.23] [added: †*#10.24] | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY [removed: 2021 LTIP] [added: 202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm) [LTIP] Financial Performance [removed: 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 10.29 to the Registrant’s Form 10-K filed on May 27, 2022, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1029.htm)] [added: Award](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1024.htm)] | | |
| [removed: #10.24] [added: *#10.23] | | | | | | [Form of Stock Unit Award Agreement [removed: (2022 Time-Based] [added: (202](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)[4](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm) [Time-Based] RSU) under Deckers Outdoor Corporation 2015 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm) [(Exhibit 10.27 to the Registrant’s Form 10-K filed on May 27, 2022, and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1027.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit1023.htm)] | | |
| *21.1 | | | | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit211.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit211.htm)] | | |
| *23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit231.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/910521/000091052123000016/deck3312023exhibit311.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit311.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/910521/000091052123000016/deck3312023exhibit312.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit312.htm)] | | |
| 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/910521/000091052123000016/deck3312023exhibit321.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit321.htm)] | | |
Date: May [removed: 26, 2023][added: 24, 2024]
| /s/ DAVE POWERS | | | Chief Executive Officer, President, and Director (Principal Executive Officer) | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ STEVEN J. FASCHING | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ MICHAEL F. DEVINE, III | | | [removed: Chairman] [added: Chair] of the Board | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ DAVID A. BURWICK | | | Director | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ NELSON C. CHAN | | | Director | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ CYNTHIA (CINDY) L. DAVIS | | | Director | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ JUAN R. FIGUEREO | | | Director | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ MAHA S. IBRAHIM | | | Director | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ VICTOR LUIS | | | Director | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| /s/ LAURI M. SHANAHAN | | | Director | | | May [removed: 26, 2023] [added: 24, 2024] | | |
| *19.1 | | | | | | [I](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm)[nsider](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) [Trading Pol](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm)[icy](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit191.htm) | | |
| *97.1 | | | | | | [C](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm)[lawback and Forfeiture Policy](https://www.sec.gov/Archives/edgar/data/910521/000091052124000017/deck3312024exhibit971.htm) | | |
recent trends, and actual and historical known information.
May 24, 2024
May 24, 2024
| | | | 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | $ | 1,502,051 | | | | | $ | 981,795 | |
| Other accrued expenses | | | 106,785 | | | | | | 86,753 | | |
| Repurchases of common stock ([Note](#i114bb980a76d4374b88719941ffdde4d_145) 10) | | | (715) | | | | | | (7) | | | | | | — | | | | | | (414,924) | | | | | | — | | | | | | (414,931) | | |
| Excise taxes related to repurchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | (3,416) | | | | | | — | | | | | | (3,416) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 759,563 | | | | | | — | | | | | | 759,563 | | |
| Balance, March 31, 2024 | | | 25,593 | | | | | | $ | 255 | | | | | $ | 245,149 | | | | | $ | 1,912,797 | | | | | $ | (50,733) | | | | | $ | 2,107,468 | |
| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |
| Income taxes | | | $ | 234,062 | | | | | $ | 135,986 | | | | | $ | 192,090 | |
During October 2023, the Company announced that it intends to divest the Sanuk brand as it focuses on allocating resources that best align with its long-term objectives.
| ASU 2022-04 - Supplier Finance Program (SFP) | | | | | | The ASU requires that a buyer in a SFP disclose qualitative and quantitative information about its program on an interim basis, including the nature of the SFP and key terms, outstanding amounts as of the end of the reporting period, and presentation in its financial statements. The interim portion of this ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The annual requirement that requires a buyer in a SFP disclose an activity roll forward of outstanding balances as of the end of the reporting period has not yet been adopted. This annual portion of this ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023. Early adoption is not permitted. | | | | | | This ASU did not have a material impact on the recognition, measurement, or presentation of supplier finance programs in the Company’s annual and interim consolidated financial statements. However, it did result in additional disclosure. The Company retrospectively adopted this ASU beginning on April 1, 2023, except for the roll forward requirements. Refer to Note 14, “Supplier Finance Program,” for further information on the Company’s SFP. key terms and outstanding balances recorded in the consolidated balance sheets. The Company plans to adopt the annual roll forward requirement beginning with its fiscal year (FY) ending March 31, 2025, and does not expect the adoption to have a material impact on its annual and interim consolidated financial statements. | | |
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
| ASU 2023-07 - Improvements to Reportable Segment Disclosures | | | | | | The ASU requires annual and interim disclosures of significant segment expenses, including an amount and composition description for other segment items, and how reported measures of profit or loss are used by the chief operating decision maker (CODM) in assessing segment performance and deciding how to allocate resources. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. | | | | | | Q4 FY 2025 and Q1 FY 2026 | | | | | | The Company is currently evaluating the impact of the adoption of this ASU on its annual and interim consolidated financial statements. | | |
| ASU 2023-09 - Improvements to Income Tax Disclosures | | | | | | The ASU requires annual disclosures of prescribed standard categories for the components of the effective tax rate reconciliation, disclosure of income taxes paid disaggregated by jurisdiction, and other income-tax related disclosures. The ASU is effective on a prospective basis, with retrospective application permitted, for fiscal years beginning after December 15, 2024. Early adoption is permitted. | | | | | | Q4 FY 2026 | | | | | | The Company is currently evaluating the impact of the adoption of this ASU on its annual and interim consolidated financial statements. | | |
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
Depreciation was $54,958, $45,117, and $40,303 during the years ended March 31, 2024, 2023, and 2022, respectively.
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
| | | | 2024 | | | | | | 2023 | | |
| Beginning balance | | | $ | 24,556 | | | | | $ | 16,802 | |
| Ending balance | | | $ | 25,686 | | | | | $ | 24,556 | |
Indefinite-lived intangible assets consist of the Teva brand trademark.
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
Refer to Note 3, “Goodwill and Other Intangible Assets,” for discussion on the Sanuk brand impairment charge recorded during the year ended March 31, 2024, and for further information on remaining amortization expense for definite-lived intangible assets.
Refer to Note 7, “Commitments and Contingencies,” for further information on the Company’s operating lease assets and liabilities.
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
*Distribution Costs.* Distribution expenses include costs for warehousing, third-party logistic provider service fees, receiving, inspecting, allocating, and packaging product, which are expensed as incurred.
Such costs amounted to $238,312, $206,191, and $172,385 for the years ended March 31, 2024, 2023, and 2022, respectively, and are recorded in SG&A expenses in the consolidated statements of comprehensive income.
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
For the Fiscal Years Ended March 31, 2024, 2023, and 2022
Disaggregated Revenue.
The following table summarizes changes in the estimated sales returns for the periods presented:
| Actual returns | | | (62,608) | | | | | | 266,081 | | |
| Balance, March 31, 2024 | | | $ | 13,866 | | | | | $ | (55,327) | |
| †#10.25 | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan 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 10-K filed on 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 herein](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm)[)](https://www.sec.gov/Archives/edgar/data/910521/000091052122000017/deck3312022exhibit1028.htm) | | |
| *#10.26 | | | | | | [Form of Stock Unit Award Agreement (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 Plan](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1026.htm) | | |
| †*#10.27 | | | | | | [Form of Restricted Stock Unit Award Agreement under Deckers Outdoor Corporation 2015 Stock Incentive Plan FY 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 Award](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1027.htm) | | |
| †*#10.28 | | | | | | [Form of Restricted Stock Unit Award Agreement under 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 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 term](https://www.sec.gov/Archives/edgar/data/910521/000091052123000016/deck3312023exhibit1028.htm) | | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
May 26, 2023
| | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, March 31, 2020 | | | 27,999 | | | | | | $ | 280 | | | | | $ | 191,451 | | | | | $ | 973,948 | | | | | $ | (25,559) | | | | | $ | 1,140,120 | |
| Repurchases of common stock ([Note](#i5998ad65a6d941549fd94aa3a8565881_145) 10) | | | (307) | | | | | | (3) | | | | | | — | | | | | | (99,144) | | | | | | — | | | | | | (99,147) | | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 382,575 | | | | | | — | | | | | | 382,575 | | |
| Gain on settlement of asset retirement obligations | | | — | | | | | | — | | | | | | (207) | | |
| Proceeds from short-term borrowings | | | — | | | | | | — | | | | | | 9,100 | | |
| Repayments of short-term borrowings | | | — | | | | | | — | | | | | | (9,478) | | |
| Repayments of mortgage principal | | | — | | | | | | — | | | | | | (30,901) | | |
| Cash and cash equivalents at beginning of period | | | 843,527 | | | | | | 1,089,361 | | | | | | 649,436 | | |
| Income taxes, net of refunds of $1,421, $77, and $1,564, as of March 31, 2023, 2022, and 2021, respectively | | | $ | 134,565 | | | | | $ | 192,013 | | | | | $ | 104,068 | |
gains and losses that are recorded in selling, general, and administrative (SG&A) expenses in the consolidated statements of comprehensive income as incurred.
| ASU No. 2020-04, *Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting* (as amended by ASUs 2021-01 and 2022-06) | | | | | | London Interbank Offered Rate (LIBOR) is a benchmark interest rate referenced in a variety of agreements that are used by all types of entities. At the end of calendar year 2021, banks will no longer be required to report information that is used to determine LIBOR. As a result, LIBOR could be discontinued. Other interest rates used globally could also be discontinued for similar reasons. This ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. Guidance is limited for adoption through December 31, 2022; however, this was deferred to December 31, 2024, to provide relief and allow flexibility until the cessation of USD LIBOR. | | | | | | While the sunset date was deferred with a recent amendment to this ASU, the Company elected to adopt this ASU as of January 1, 2023. The Company has evaluated the impact of the adoption of this ASU on its revolving credit facilities, lease agreements, cash flow hedges and other relevant agreements; however, the adoption did not have a material impact on its consolidated financial statements. During December 2022, the Company entered into a new credit agreement with Secured Overnight Financing Rate (SOFR) interest terms and the previous credit agreement with LIBOR interest terms was terminated. Refer to Note 6, "Revolving Credit Facilities," for further information on the Company's Revolving Credit Facilities. | | |
| | | | | | | | | | | | | | | | | | | | | |
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| Standard | | | | | | Description | | | | | | Planned Period of Adoption | | | | | | Expected Impact on Adoption | | |
| 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. | | |
| 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. | | |
The increase in net capitalized costs for CCAs during the year ended March 31, 2023, are primarily due to gross additions of $4,909.
| | | | Amounts | | |
| Balance, March 31, 2021 | | | $ | 12,983 | |
| Additions and changes in estimate | | | 9,724 | | |
| Liabilities settled during the period | | | (2,284) | | |
| Accretion expenses | | | 513 | | |
Indefinite-lived intangible assets consist primarily of trademarks, customer and distributor relationships, patents, lease rights and non-compete agreements arising from the application of purchase accounting.
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.
The Company recognizes expense only for those awards for which management deems achievement of the performance criteria and service conditions to be probable.
grant.
| Balance, March 31, 2021 | | | $ | 10,704 | | | | | $ | (37,717) | |
| Actual returns | | | (42,768) | | | | | | 176,572 | | |
| Balance, March 31, 2022 | | | 11,491 | | | | | | (39,867) | | |
| Balance, March 31, 2023 | | | $ | 15,685 | | | | | $ | (45,322) | |
An excerpt. Shown here: 40 of 468 rewritten, 40 of 219 added and 40 of 214 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE in the FY2024 filing and the FY2023 filing.