The following discussion of our financial condition and results of operations
should be read together with our condensed consolidated financial statements and
the related notes, included in Part I, Item 1, "Financial Statements," within
this Quarterly Report, and the audited consolidated financial statements
included in Part II, Item 8, "Financial Statements and Supplementary Data," of
our 2022 Annual Report.

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

Overview



We are a global leader in designing, marketing, and distributing innovative
footwear, apparel, and accessories developed for both everyday casual lifestyles
use and high-performance activities. We market our products primarily under five
proprietary brands: UGG, HOKA, Teva, Sanuk, and Koolaburra. We believe that our
products are distinctive and appeal to a broad demographic. We sell our products
through quality domestic and international retailers, international
distributors, and directly to our global consumers through our DTC business,
which is comprised of our e-commerce websites and retail stores. We seek to
differentiate our brands and products by offering diverse lines that emphasize
authenticity, functionality, quality, and comfort, and products tailored to a
variety of activities, seasons, and demographic groups. All of our products are
currently manufactured by independent manufacturers.

Financial Highlights

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



•Net sales increased 21.5% to $1,490,075.
•Channel
?Wholesale channel net sales increased 19.8% to $1,065,907.
?DTC channel net sales increased 25.8% to $424,168.
•Geography
?Domestic net sales increased 17.8% to $1,002,224.
?International net sales increased 29.8% to $487,851.
•Gross margin decreased 310 basis points to 48.1%.
•Income from operations decreased 3.1% to $184,172.
•Diluted earnings per share increased by $0.09 per share to $5.46 per share.

Trends and Uncertainties Impacting Our Business and Industry

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

Supply Chain



•Similar to other companies in our industry, we continue to experience supply
chain delays related to container shortages and port congestion causing the
timing of container arrivals to be difficult to predict. However, we are
beginning to see improvements in transit lead times, which has led to lower
rates of inventory in transit as a percentage of total inventory, compared to
the prior period. While container costs have improved fiscal year to date, we
continued to incur higher ocean freight rates embedded within inventory sold,
compared to the prior period, which is expected to negatively impact our gross
margins throughout the second half of the current fiscal year.

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•We have reduced the need to airfreight product, compared to the prior period,
and expect to no longer use a material amount of airfreight during the second
half of our current fiscal year due to active management of product availability
in all channels through the earlier procurement of inventory in the country of
sale combined with the improvement of in transit lead times.

•With the strength of our brands and our ability to move through promotional
inventory during the three months ended September 30, 2022, we have experienced
a lower rate of inventory growth, compared to the prior period when inventories
were below normal operating levels. However, we expect to see inventory growth
outpace sales growth in future periods to support increasing demand for our
brands and mitigate the potential effects of future supply chain disruptions.

•We continue to be flexible in adapting to the fluid logistics environment,
including implementing additional measures to mitigate the effects of supply
chain disruptions. This includes expanding our warehousing, overland
transportation and distribution services through our Company-owned warehouses
and DCs and global 3PL arrangements, as well as diversifying and increasing the
number of our third-party manufacturers. However, we continue to encounter
headwinds transitioning to our new European 3PL as that provider refines its
system and delivery levels.

Brand and Omni-Channel Strategy



•We remain focused on accelerating 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 select Company-owned and operated retail stores. Fiscal
year to date, we have opened seven HOKA brand retail stores in China and are
planning to open additional retail stores in future periods in other regions.
Additionally, we plan to open our first US HOKA brand permanent location in New
York City during the second quarter of our next fiscal year, with an elevated
store design fit for our premier performance brand.

•Our marketplace strategies in Europe and Asia (international reset strategies)
have continued to drive UGG brand awareness and consumer acquisition by building
a foundation of diversified and counter-seasonal product acceptance through
localized marketing investments. However, we expect to continue to experience
mitigating impacts on both net sales and gross margin on UGG brand international
growth due to unfavorable foreign currency exchange rates.

•We continue to adopt selective price increases as appropriate by brand and product, which we believe can help mitigate gross margin pressures.

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

Reportable Operating Segment Overview



Our six reportable operating segments include the worldwide wholesale operations
of the UGG brand, HOKA brand, Teva brand, Sanuk brand, and Other brands, as well
as DTC. Information reported to the CODM, who is our CEO, President, and PEO, is
organized into these reportable operating segments and is consistent with how
the CODM evaluates our performance and allocates resources.

UGG Brand. The UGG brand is one of the most iconic and recognized brands in our
industry, which highlights our successful track record of building niche brands
into lifestyle and fashion market leaders. With loyal consumers around the
world, the UGG brand has proven to be a highly resilient line of premium
footwear, apparel, and accessories with expanded product offerings and a growing
global audience that appeals to a broad demographic.

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HOKA Brand. The HOKA brand is an authentic premium line of year-round
performance footwear that offers enhanced cushioning and inherent stability with
minimal weight, apparel, and accessories. Originally designed for ultra-runners,
the brand now appeals to world champions, taste makers, and everyday athletes.
Strong marketing has fueled both domestic and international sales growth of the
HOKA brand, which has quickly become a leading brand within run and outdoor
specialty wholesale accounts and is rapidly growing within selective key
accounts. As a result, the HOKA brand is bolstering its net sales, which
continue to increase as a percentage of our aggregate net sales.

Teva Brand. The Teva brand created the very first sport sandal when it was
founded in the Grand Canyon in 1984. Since then, the Teva brand has grown into a
multi-category modern outdoor lifestyle brand offering a range of performance,
casual, and trail lifestyle products, and has emerged as a leader in footwear
sustainability observed through recent growth fueled by young and diverse
consumers passionate for the outdoors and the planet.

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

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

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

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



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

•Retail Business. Our global Company-owned retail stores are predominantly UGG
brand concept stores and UGG brand outlet stores, as well as new openings for
HOKA brand stores.

•Flagship Stores. Primarily located in major tourist locations, these are lead
stores in prominent locations designed to showcase UGG and HOKA brand products
in mono branded stores that are typically larger than our general concept stores
with broader product offerings and greater traffic that enhance our interaction
with our consumers and increase brand loyalty.

•Shop-in-Shop Stores (SIS). Concept stores for which we own the inventory and
that are operated by us or non-employees within a department store, which we
lease from the store owner by paying a percentage of SIS store sales.

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

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


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Use of Non-GAAP Financial Measures

Throughout this Quarterly Report we provide certain financial information on a
constant currency basis, excluding the effect of foreign currency exchange rate
fluctuations, which we disclose in addition to certain financial measures
calculated and presented in accordance with US GAAP. We provide these non-GAAP
financial measures to provide information that may assist investors in
understanding our results of operations, and assessing our prospects for future
performance. However, the information presented on a constant currency basis, as
we present such information, may not necessarily be comparable to similarly
titled information, presented by other companies, and may not be appropriate
measures for comparing our performance relative to other companies. For example,
in order to calculate our constant currency information, we calculate the
current period financial information using the foreign currency exchange rates
that were in effect during the previous comparable period, excluding the effects
of foreign currency exchange rate hedges and remeasurements in the condensed
consolidated financial statements. Further, we report comparable DTC sales on a
constant currency basis for DTC operations that were open throughout the current
and prior reporting periods, and we may adjust prior reporting periods to
conform to current year accounting policies.

These non-GAAP financial measures are not intended to represent and should not
be considered to be more meaningful measures than, or alternatives to, measures
of operating performance as determined in accordance with US GAAP. Constant
currency measures should not be considered in isolation as an alternative to US
dollar measures that reflect current period foreign currency exchange rates or
to other financial measures presented in accordance with US GAAP. We believe
evaluating certain financial and operating measures on a constant currency basis
is important as it excludes the impact of foreign currency exchange rate
fluctuations that are not indicative of our core results of operations and are
largely outside of our control.

Seasonality



Our business is seasonal, with the highest percentage of UGG and Koolaburra
brand net sales occurring in the quarters ending September 30th and December
31st and the highest percentage of Teva and Sanuk brand net sales occurring in
the quarters ending March 31st and June 30th. Net sales for the HOKA brand occur
more evenly throughout the year reflecting the brand's year-round performance
product offerings. Due to the magnitude of the UGG brand relative to our other
brands, our aggregate net sales in the quarters ending September 30th and
December 31st have historically significantly exceeded our aggregate net sales
in the quarters ending March 31st and June 30th. However, as we continue to take
steps to diversify and expand our product offerings by creating more year-round
styles, and as net sales of the HOKA brand continue to increase as a percentage
of our aggregate net sales, we expect the impact from seasonality to continue to
decrease over time. However, our seasonality has recently been impacted by
supply chain challenges and the impact of these challenges on future periods is
uncertain.

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Results of Operations

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



                                                         Three Months Ended September 30,
                                           2022                         2021                       Change
                                   Amount            %          Amount           %          Amount           %
Net sales                       $   875,614       100.0  %    $ 721,902       100.0  %    $ 153,712        21.3  %
Cost of sales                       453,693        51.8         354,814        49.1         (98,879)      (27.9)
Gross profit                        421,921        48.2         367,088        50.9          54,833        14.9
Selling, general, and
administrative expenses             294,090        33.6         238,907        33.1         (55,183)      (23.1)
Income from operations              127,831        14.6         128,181        17.8            (350)       (0.3)
Total other (income) expense,
net                                  (1,087)       (0.1)            501         0.1           1,588       317.0
Income before income taxes          128,918        14.7         127,680        17.7           1,238         1.0
Income tax expense                   27,394         3.1          25,617         3.6          (1,777)       (6.9)
Net income                          101,524        11.6         102,063        14.1            (539)       (0.5)
Total other comprehensive
(loss), net of tax                  (12,441)       (1.4)         (1,504)       (0.2)        (10,937)      (727.2)
Comprehensive income            $    89,083        10.2  %    $ 100,559        13.9  %    $ (11,476)      (11.4) %
Net income per share
Basic                           $      3.83                   $    3.69                   $    0.14
Diluted                         $      3.80                   $    3.66                   $    0.14

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



                                                   Three Months Ended September 30,
                                            2022              2021                 Change
                                           Amount            Amount         Amount           %
    Net sales by location
    Domestic                         $    617,709          $ 514,635      $ 103,074        20.0  %
    International                         257,905            207,267         50,638        24.4
    Total                            $    875,614          $ 721,902      $ 153,712        21.3  %

Net sales by brand and channel


    UGG brand
    Wholesale                        $    361,305          $ 348,776      $  12,529         3.6  %
    Direct-to-Consumer                    115,210             99,639         15,571        15.6
    Total                                 476,515            448,415         28,100         6.3
    HOKA brand
    Wholesale                             223,035            146,980         76,055        51.7
    Direct-to-Consumer                    109,981             63,443         46,538        73.4
    Total                                 333,016            210,423        122,593        58.3
    Teva brand
    Wholesale                              19,587             19,211            376         2.0
    Direct-to-Consumer                     10,463              9,610            853         8.9
    Total                                  30,050             28,821          1,229         4.3


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                                                Three Months Ended September 30,
                                         2022              2021                 Change
                                        Amount            Amount         Amount           %
       Sanuk brand
       Wholesale                         5,060              7,020         (1,960)      (27.9)
       Direct-to-Consumer                2,468              3,045           (577)      (18.9)
       Total                             7,528             10,065         (2,537)      (25.2)
       Other brands
       Wholesale                        27,559             23,253          4,306        18.5
       Direct-to-Consumer                  946                925             21         2.3
       Total                            28,505             24,178          4,327        17.9
       Total                      $    875,614          $ 721,902      $ 153,712        21.3  %
       Total Wholesale            $    636,546          $ 545,240      $  91,306        16.7  %

       Total Direct-to-Consumer        239,068            176,662        

62,406        35.3
       Total                      $    875,614          $ 721,902      $ 153,712        21.3  %



Total net sales increased primarily due to increased HOKA brand wholesale, DTC
channel sales, and UGG brand international wholesale. Further, we experienced an
increase of 19.5% in total volume of pairs sold to 14,700 from 12,300, compared
to the prior period. On a constant currency basis, net sales increased by 24.8%,
compared to the prior period. Drivers of significant changes in net sales,
compared to the prior period, were as follows:

•Wholesale net sales of the HOKA brand increased globally, resulting primarily
from gaining market share with existing customer accounts along with door
expansion within select strategic accounts, driven by higher demand across an
assortment of franchise road running updates as well as trail and hiking
categories.

•DTC net sales increased primarily due to higher global net sales for the HOKA
brand, driven by consumer acquisition and retention through higher demand across
an assortment of franchise road running updates. Our DTC channel also had higher
global net sales for the UGG brand, primarily due to higher demand for our
Classics franchise derivatives, as well as hybrid products such as the Tasman
style. Comparable DTC net sales for the 13 weeks ended October 2, 2022 increased
by 38.2%, compared to the prior period.

•Wholesale net sales of the UGG brand increased due to higher international
sales growth, including as a result of our international reset strategies,
driven by higher demand for our Classics franchise derivatives, as well as
hybrid products and lapping disrupted international shipments in the prior
period. These effects were partially offset by domestic sales lapping heightened
replenishment shipments for depleted wholesale customer inventories in the prior
period, as well as unfavorable impacts from the strengthening of the US dollar
on foreign sales.
•International net sales, which are included in the reportable operating segment
sales presented above, increased by 24.4% and represented 29.5% and 28.7% of
total net sales for the three months ended September 30, 2022 and 2021,
respectively. These increases were primarily driven by higher sales for the UGG
brand in Europe in the wholesale channel and in Asia in all channels, as well as
higher sales for the HOKA brand in Asia in the wholesale channel. These effects
were partially offset by unfavorable impacts from the strengthening of the US
dollar on foreign sales.

Gross Profit. Gross margin decreased to 48.2% from 50.9%, compared to the prior
period, primarily due to a return to more normalized domestic promotional
activity for the UGG brand, unfavorable changes in foreign currency exchange
rates, and higher ocean freight rates embedded within inventory sold. These
unfavorable margin pressures were partially offset by a decrease in airfreight
usage, favorable HOKA brand domestic price increases and a favorable brand mix
shift with increased HOKA brand penetration, and a favorable channel mix shift
to DTC.
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Selling, General and Administrative Expenses. The net increase in SG&A expenses, compared to the prior period, was primarily the result of:



•Increased variable advertising and promotion expenses of approximately $16,900,
primarily due to higher promotional marketing expenses for the HOKA brand to
drive global brand awareness and market share gains, highlight new product
categories, and provide localized marketing.

•Increased payroll and related costs of approximately $15,200, primarily due to higher headcount, including for warehouse teams and outside services.

•Increased other variable net selling expenses of approximately $8,400, primarily due to higher materials and supplies costs, sales commissions, credit card fees, warehousing fees, and rent and occupancy expenses.

•Increased net foreign currency-related losses of $7,200, primarily driven by unfavorable changes in Asian and Canadian exchange rates against the US dollar.

•Increased other operating expenses of approximately $5,700, primarily due to higher travel and entertainment expenses, and higher depreciation and IT expenses for our warehouses.

•Increased allowances for trade accounts receivable of approximately $1,800, primarily due to an increase in bad debt expense to account for higher open accounts receivable balances on higher UGG brand wholesale net sales.



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

                                                   Three Months Ended September 30,
                                            2022               2021                Change
                                           Amount             Amount         Amount          %

Income (loss) from operations


    UGG brand wholesale              $    112,083           $ 121,701      $ (9,618)       (7.9) %
    HOKA brand wholesale                   63,576              43,294        20,282        46.8
    Teva brand wholesale                    2,737               4,908        (2,171)      (44.2)
    Sanuk brand wholesale                     350               1,523        (1,173)      (77.0)
    Other brands wholesale                  5,837               8,158        (2,321)      (28.5)
    Direct-to-Consumer                     59,936              38,734        21,202        54.7

    Unallocated overhead costs           (116,688)            (90,137)     

(26,551)      (29.5)
    Total                            $    127,831           $ 128,181      $   (350)       (0.3) %



The decrease in total income from operations, compared to the prior period, was
primarily due to lower gross margins and higher SG&A expenses as percentage of
net sales, partially offset by higher net sales.

Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:



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

•The increase in income from operations of HOKA brand wholesale was due to
higher net sales, partially offset by higher SG&A expenses as a percentage of
net sales, primarily related to advertising and promotion costs.

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


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•The increase in unallocated overhead costs was primarily due to higher warehousing payroll costs, foreign currency related losses, warehousing fees, travel and entertainment expenses, and depreciation expenses.

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



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

                                            Three Months Ended September 30,
                                           2022                             2021
      Income tax expense            $        27,394                      $ 25,617

      Effective income tax rate                21.2   %                    

20.1 %





The net increase in our effective income tax rate, compared to the prior period,
was primarily due to changes in jurisdictional mix of worldwide income before
income taxes as well as reduced net discrete tax benefits, primarily due to
deductions for stock-based compensation.

Foreign income before income taxes was $28,473 and $37,393 and worldwide income
before income taxes was $128,918 and $127,680 during the three months ended
September 30, 2022 and 2021, respectively. The decrease in foreign income before
income taxes as a percentage of worldwide income before income taxes, compared
to the prior period, was primarily due to lower foreign gross profit as a
percentage of foreign net sales compared to domestic gross profit as a
percentage of domestic net sales.

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

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

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Six Months Ended September 30, 2022, Compared to Six Months Ended September 30, 2021. Results of operations were as follows:


                                                        Six Months Ended September 30,
                                       2022                          2021                         Change
                               Amount            %           Amount            %          Amount            %
Net sales                   $ 1,490,075       100.0  %    $ 1,226,580       100.0  %    $ 263,495          21.5  %
Cost of sales                   773,402        51.9           598,989        48.8        (174,413)        (29.1)
Gross profit                    716,673        48.1           627,591        51.2          89,082          14.2
Selling, general, and
administrative expenses         532,501        35.7           437,578        35.7         (94,923)        (21.7)
Income from operations          184,172        12.4           190,013        15.5          (5,841)         (3.1)
Total other (income)
expense, net                     (1,748)       (0.1)              682         0.1           2,430         356.3
Income before income taxes      185,920        12.5           189,331        15.4          (3,411)         (1.8)
Income tax expense               39,547         2.7            39,144         3.2            (403)         (1.0)
Net income                      146,373         9.8           150,187        12.2          (3,814)         (2.5)
Total other comprehensive
(loss) income, net of tax       (27,407)       (1.8)            1,847         0.2         (29,254)      (1,583.9)
Comprehensive income        $   118,966         8.0  %    $   152,034        12.4  %    $ (33,068)        (21.8) %
Net income per share
Basic                       $      5.49                   $      5.42                   $    0.07
Diluted                     $      5.46                   $      5.37                   $    0.09

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


                                                     Six Months Ended September 30,
                                           2022             2021                  Change
                                          Amount           Amount          Amount           %
      Net sales by location
      Domestic                         $ 1,002,224      $   850,694      $ 151,530        17.8  %
      International                        487,851          375,886        111,965        29.8
      Total                            $ 1,490,075      $ 1,226,580      $ 263,495        21.5  %

Net sales by brand and channel


      UGG brand
      Wholesale                        $   499,167      $   483,832      $  15,335         3.2  %
      Direct-to-Consumer                   185,269          177,625          7,644         4.3
      Total                                684,436          661,457         22,979         3.5
      HOKA brand
      Wholesale                            454,920          298,127        156,793        52.6
      Direct-to-Consumer                   208,122          125,409         82,713        66.0
      Total                                663,042          423,536        239,506        56.5
      Teva brand
      Wholesale                             66,482           62,570          3,912         6.3
      Direct-to-Consumer                    23,188           24,728         (1,540)       (6.2)
      Total                                 89,670           87,298          2,372         2.7
      Sanuk brand
      Wholesale                             15,786           17,402         (1,616)       (9.3)
      Direct-to-Consumer                     5,899            7,709         (1,810)      (23.5)
      Total                                 21,685           25,111         (3,426)      (13.6)


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                                                 Six Months Ended September 30,
                                        2022             2021                 Change
                                       Amount           Amount          Amount          %
         Other brands
         Wholesale                       29,552           27,559          1,993        7.2
         Direct-to-Consumer               1,690            1,619             71        4.4
         Total                           31,242           29,178          2,064        7.1
         Total                      $ 1,490,075      $ 1,226,580      $ 263,495       21.5  %
         Total Wholesale            $ 1,065,907      $   889,490      $ 176,417       19.8  %
         Total Direct-to-Consumer       424,168          337,090         87,078       25.8
         Total                      $ 1,490,075      $ 1,226,580      $ 263,495       21.5  %



Total net sales increased primarily due to increased HOKA brand wholesale, DTC
channel sales, and UGG brand international wholesale. Further, we experienced an
increase of 19.8% in total volume of pairs sold to 26,600 from 22,200 compared
to the prior period. On a constant currency basis, net sales increased by 24.2%
compared to the prior period. Drivers of significant changes in net sales,
compared to the prior period, were as follows:

•Wholesale net sales of the HOKA brand increased globally, resulting primarily from gaining market share with existing customer accounts along with door expansion with select strategic accounts, driven by higher demand across an assortment of franchise road running updates as well as trail and hiking categories.



•DTC net sales increased primarily due to higher global net sales for the HOKA
brand, driven by consumer acquisition and retention through higher demand across
an assortment of franchise road running updates. Our DTC channel also had an
increase in global sales for the UGG brand, primarily due to higher demand for
our Classics franchise derivatives, as well as hybrid products such as the
Tasman style. Comparable DTC net sales for the 26 weeks ended October 2, 2022,
increased by 27.3%, compared to the prior period.

•Wholesale net sales of the UGG brand increased due to higher international
sales growth, including as a result of our international reset strategies,
driven by higher demand for our Classics franchise derivatives, as well as
hybrid products and lapping disrupted international shipments in the prior
period. These effects were partially offset by domestic sales lapping heightened
replenishment shipments for depleted wholesale customer inventories in the prior
period, as well as unfavorable impacts from the strengthening of the US dollar
on foreign sales.

•International net sales, which are included in the reportable operating segment
net sales presented above, increased by 29.8% and represented 32.7% and 30.6% of
total net sales for the six months ended September 30, 2022, and 2021,
respectively. These increases were primarily driven by higher sales for the HOKA
brand in Europe in the wholesale channel, which includes earlier distributor
shipments, and Asia in all channels, as well as an increase in the UGG brand in
Europe in the wholesale channel and Asia in all channels. These effects were
partially offset by unfavorable impacts from the strengthening of the US dollar
on foreign sales.

Gross Profit. Gross margin decreased to 48.1% from 51.2%, compared to the prior
period, primarily due to unfavorable product mix shift and a return to more
normalized domestic promotional activity for the UGG brand, higher ocean freight
rates embedded in the inventory sold, and unfavorable changes in foreign
currency exchange rates. These unfavorable margin pressures were partially
offset by favorable HOKA brand domestic price increases and a favorable brand
mix shift with increased HOKA brand penetration.

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



•Increased payroll and related costs of approximately $21,900, primarily due to
higher headcount, including for warehouse teams, and partially offset by lower
performance-based compensation and stock-based compensation.
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•Increased other variable net selling expenses of approximately $21,000, primarily due to higher materials and supplies costs, rent and occupancy expenses, warehousing fees, credit card fees, sales commissions, and net insurance costs.



•Increased variable advertising and promotion expenses of approximately $18,800,
primarily due to higher promotional marketing expenses for the HOKA brand to
drive global brand awareness and market share gains, highlight new product
categories, and provide localized marketing.

•Increased net foreign currency-related losses of $16,100, primarily driven by unfavorable changes in Asian and Canadian exchange rates against the US dollar.



•Increased other operating expenses of approximately $11,500, primarily due to
higher travel and entertainment expenses, higher depreciation and IT expenses
for our warehouses, and sample expenses.

•Increased allowances for trade accounts receivable of approximately $4,500,
primarily due to an increase in bad debt expense to account for higher open
accounts receivable balances on higher UGG brand and HOKA brand wholesale net
sales.

•Increased impairments of operating lease and other long-lived assets of approximately $1,100.



Income from Operations. Income (loss) from operations by reportable operating
segment was as follows:
                                                    Six Months Ended September 30,
                                           2022            2021                 Change
                                          Amount          Amount         Amount           %

Income (loss) from operations


       UGG brand wholesale             $   142,748      $ 157,539      $ (14,791)       (9.4) %
       HOKA brand wholesale                133,192         89,657         43,535        48.6
       Teva brand wholesale                 15,230         19,411         (4,181)      (21.5)
       Sanuk brand wholesale                 2,816          4,927         (2,111)      (42.8)
       Other brands wholesale                5,368         10,865         (5,497)      (50.6)
       Direct-to-Consumer                  101,156         78,417         22,739        29.0
       Unallocated overhead costs         (216,338)      (170,803)       (45,535)      (26.7)
       Total                           $   184,172      $ 190,013      $  (5,841)       (3.1) %


The decrease in total income from operations, compared to the prior period, was primarily due to lower gross margins, partially offset by higher net sales.

Drivers of significant net changes in total income from operations, compared to the prior period, were as follows:



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

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

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



•The increase in unallocated overhead costs was primarily due to higher foreign
currency related losses, warehousing payroll costs, warehousing fees, travel and
entertainment expenses, and depreciation expenses.

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

Income Tax Expense. Income tax expense and our effective income tax rate were as
follows:
                                             Six Months Ended September 30,
                                             2022                          2021

        Income tax expense            $       39,547                    $

39,144


        Effective income tax rate               21.3   %                    20.7  %



The increase in our effective income tax rate, compared to the prior period, was
primarily due to changes in jurisdictional mix of worldwide income before income
taxes, partially offset by increased net discrete tax benefits, primarily due to
foreign return to provision adjustments and deductions for stock-based
compensation.

Foreign income before income taxes was $61,496 and $58,571 and worldwide income
before income taxes was $185,920 and $189,331 during the six months ended
September 30, 2022, and 2021, respectively. The increase in foreign income
before income taxes as a percentage of worldwide income before income taxes,
compared to the prior period, was primarily due to a lower rate of decline for
foreign gross profit as a percentage of worldwide sales compared to domestic
gross profit, as well as lower foreign operating expenses as a percentage of
worldwide sales.

Net Income. The decrease in net income, compared to the prior period, was
primarily due to lower gross margins on higher net sales. Net income per share
increased, compared to the prior period, primarily due to lower weighted-average
common shares outstanding driven by further stock repurchases.

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

Liquidity



We finance our working capital and operating requirements using a combination of
our cash and cash equivalents balances, cash provided from ongoing operating
activities, and, to a lesser extent, available borrowings under our revolving
credit facilities. Our working capital requirements begin when we purchase raw
materials and inventories and continue until we ultimately collect the resulting
trade accounts receivable. Given the historical seasonality of our business, our
working capital requirements fluctuate significantly throughout the fiscal year,
and we utilize available cash to build inventory levels during certain quarters
in our fiscal year to support higher selling seasons. While the impact of
seasonality has been mitigated to some extent, we expect our working capital
requirements will continue to fluctuate from period to period.

As of September 30, 2022, our cash and cash equivalents are $419,259. While we
are subject to uncertainty surrounding the pandemic and related macroeconomic
factors, we believe our cash and cash equivalents balances, cash provided from
ongoing operating activities, and available borrowings under our revolving
credit facilities, will provide sufficient liquidity to enable us to meet our
working capital requirements and contractual obligations for at least the next
12 months.

Our liquidity may be impacted by additional factors, including our results of
operations, the strength of our brands, impacts of seasonality and weather
conditions, our ability to respond to changes in consumer preferences and
tastes, the timing of capital expenditures and lease payments, our ability to
collect our trade accounts receivables in a timely manner and effectively manage
our inventories, including estimating inventory requirements that require
earlier purchasing windows to manage supply chain constraints, our ability to
respond to the impacts and disruptions caused by the pandemic, and our ability
to respond to economic, political, and legislative developments. Furthermore, we
may require additional cash resources due to changes in business conditions,
strategic initiatives, or stock repurchase strategy, a national or global
economic recession, or other future developments, including any investments or
acquisitions we may decide to pursue, although we do not have any present
commitments with respect to any such investments or acquisitions.

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

Repatriation of Cash. Our cash repatriation strategy, and by extension, our
liquidity, may be impacted by several additional considerations, which include
clarifications of, future changes to, or interpretations of global tax law and
regulations, and our actual earnings for current and future periods. During the
six months ended September 30, 2022, and 2021, no cash and cash equivalents were
repatriated. As of September 30, 2022, and March 31, 2022, we have $93,860 and
$133,053, respectively, of cash and cash equivalents held by foreign
subsidiaries, a portion of which may be subject to additional foreign
withholding taxes if it were to be repatriated. Beginning with the tax year
ended March 31, 2018, pursuant to the Tax Reform Act, an installment election
was made to pay the one-time transition tax on the deemed repatriation of
foreign subsidiaries' earnings over eight years. The cumulative remaining
balance as of September 30, 2022, is $33,761. We continue to evaluate our cash
repatriation strategy and we currently anticipate repatriating current and
future unremitted earnings of non-US subsidiaries only to the extent they
already have been subject to US tax, if such cash is not required to fund
ongoing foreign operations.

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

Stock Repurchase Program. We continue to evaluate our capital allocation
strategy and to consider further opportunities to utilize our global cash
resources in a way that will profitably grow our business, meet our strategic
objectives, and drive stockholder value, including by potentially repurchasing
additional shares of our common stock. The stock repurchase program does not
obligate us to acquire any amount of common stock and may be suspended at any
time at our discretion. On July 27, 2022, our Board of Directors approved an
increase of $1,200,000 to our stock repurchase authorization. As of September
30, 2022, the aggregate remaining approved amount under our stock repurchase
program is $1,503,767.

Capital Resources

Revolving Credit Facilities. During the six months ended September 30, 2022, we
made no borrowings or repayments under our revolving credit facilities. As of
September 30, 2022, we have no outstanding balances, outstanding letters of
credit of $926, outstanding bank guarantees of $28, and available borrowings of
$461,948 for all revolving credit facilities. There were no amendments to the
terms and borrowing availability under our revolving credit facilities during
the six months ended September 30, 2022.

Refer to Note 6, "Revolving Credit Facilities and Mortgage Payable," of our consolidated financial statements in Part IV of our 2022 Annual Report for further information on our revolving credit facilities.

Debt Covenants. As of September 30, 2022, we are in compliance with all financial covenants under our revolving credit facilities.


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Cash Flows

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


                                                         Six Months Ended September 30,
                                              2022            2021                   Change
                                             Amount          Amount         Amount             %

Net cash used in operating activities $ (236,846) $ (172,674) $ (64,172) (37.2) % Net cash used in investing activities (24,254) (26,719)

         2,465             9.2

Net cash used in financing activities (152,466) (144,270)

  (8,196)           (5.7)
Effect of foreign currency exchange rates
on cash and cash equivalents                 (10,702)            513        

(11,215) (2,186.2) Net change in cash and cash equivalents $ (424,268) $ (343,150) $ (81,118) (23.6) %





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

The increase in net cash used in operating activities during the six months
ended September 30, 2022, compared to the prior period, was primarily due to
$71,987 of unfavorable changes in operating assets and liabilities, partially
offset by $7,815 of favorable net income after non-cash adjustments resulting
from changes in bad debt expense, deferred tax expense, and depreciation,
amortization, and accretion. The changes in operating assets and liabilities
were due to net unfavorable changes in trade accounts payable, inventories,
prepaid expenses and other current assets, net operating lease assets and
liabilities, and long-term liabilities, partially offset by net favorable
changes in income tax payable, other assets, other accrued expenses, and trade
accounts receivable, net.

Significant impacts to working capital compared to the prior period were
primarily due to changes in (1) net trade accounts payable due to timing of
payments, (2) purchases of inventories to support higher demand for the HOKA
brand and to maintain global service levels to mitigate the impacts of supply
chain disruptions, and (3) a higher rate of collections for trade accounts
receivable, net, on higher net sales, partially offset by higher trade accounts
receivable allowances.

Investing Activities. The decrease in net cash used in investing activities
during the six months ended September 30, 2022, compared to the prior period,
was primarily due to lower capital expenditures for our warehouses and DC's,
partially offset by higher capital expenditures for IT infrastructure, system,
and other technology costs and refreshes of existing and new retail stores.

Financing Activities. The increase in net cash used in financing activities during the six months ended September 30, 2022, compared to the prior period, was primarily due to higher stock repurchases.

Contractual Obligations



As previously disclosed in our 2022 Annual Report as a subsequent event, during
the six months ended September 30, 2022, we signed a lease for additional space,
which we expect to be operational in the third quarter of our next fiscal year,
at our US warehouse and DC in Mooresville, Indiana with an initial lease term of
ten years for a minimum commitment of approximately $46,000.

Except as described above, there were no material changes outside the ordinary course of business during the six months ended September 30, 2022 to the contractual obligations and other commitments as of March 31, 2022.



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

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Critical Accounting Policies and Estimates

Management must make certain estimates and assumptions that affect the amounts
reported in the condensed consolidated financial statements, based on historical
experience, existing and known circumstances, authoritative accounting
pronouncements, and other factors that management believes to be reasonable, but
actual results could differ materially from these estimates. The full impact of
the ongoing pandemic and related macroeconomic factors, including inflation,
rising interest rates, and recessionary pressures, are unknown and cannot be
reasonably estimated for certain key estimates. However, we made appropriate
accounting estimates based on the facts and circumstances available as of the
reporting date. To the extent there are differences between these estimates and
actual results, our condensed consolidated financial statements may be
materially affected.

Refer to the section "Use of Estimates" within Note 1, "General," of our condensed consolidated financial statements in Part I, Item 1 within this Quarterly Report, for a summary of applicable key estimates and assumptions.



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

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