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 nine months ended December 31, 2022 (fiscal year to date), compared to the prior period, were as follows:



•Net sales increased 17.5% to $2,835,715.
•Channel
?Wholesale channel net sales increased 15.1% to $1,712,250.
?DTC channel net sales increased 21.3% to $1,123,465.
•Geography
?Domestic net sales increased 15.9% to $1,909,067.
?International net sales increased 20.7% to $926,648.
•Gross margin decreased 130 basis points to 50.4%.
•Income from operations increased 13.1% to $546,832.
•Diluted earnings per share increased by $2.17 per share to $15.90 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 monitor pressures in
the global supply chain, which has shifted the timing of shipments across our
brands compared to the prior period. However, we are beginning to see
improvements in transit lead times and related freight costs, compared to the
prior period, but these impacts do remain elevated compared to pre-pandemic
levels and we expect will continue in the near term.

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

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

Brand and Omni-Channel Strategy



•We remain focused on accelerating 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 in the current fiscal year.

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

•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.

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.
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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.

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.

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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.

Results of Operations

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



                                                        Three Months Ended December 31,
                                         2022                          2021                        Change
                                 Amount            %           Amount            %          Amount           %
Net sales                     $ 1,345,640       100.0  %    $ 1,187,752       100.0  %    $ 157,888        13.3  %
Cost of sales                     633,111        47.0           566,531        47.7         (66,580)      (11.8)
Gross profit                      712,529        53.0           621,221        52.3          91,308        14.7
Selling, general, and
administrative expenses           349,869        26.0           327,825        27.6         (22,044)       (6.7)
Income from operations            362,660        27.0           293,396        24.7          69,264        23.6
Total other (income) expense,
net                                (2,644)       (0.1)              439           -           3,083       702.3
Income before income taxes        365,304        27.1           292,957        24.7          72,347        24.7
Income tax expense                 86,642         6.4            60,014         5.1         (26,628)      (44.4)
Net income                        278,662        20.7           232,943        19.6          45,719        19.6
Total other comprehensive
income (loss), net of tax          12,086         0.9            (4,261)       (0.3)         16,347        383.6
Comprehensive income          $   290,748        21.6  %    $   228,682        19.3  %    $  62,066        27.1  %

Net income per share
Basic                         $     10.55                   $      8.49                   $    2.06
Diluted                       $     10.48                   $      8.42                   $    2.06

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



                                                    Three Months Ended December 31,
                                           2022             2021                  Change
                                          Amount           Amount          Amount           %
      Net sales by location
      Domestic                         $   906,843      $   796,149      $ 110,694        13.9  %
      International                        438,797          391,603         47,194        12.1
      Total                            $ 1,345,640      $ 1,187,752      $ 157,888        13.3  %

Net sales by brand and channel


      UGG brand
      Wholesale                        $   374,082      $   432,093      $ (58,011)      (13.4) %
      Direct-to-Consumer                   556,366          513,814         42,552         8.3
      Total                                930,448          945,907        (15,459)       (1.6)


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                                                 Three Months Ended December 31,
                                        2022             2021                  Change
                                       Amount           Amount          Amount           %
         HOKA brand
         Wholesale                      223,872          122,636        101,236        82.5
         Direct-to-Consumer             128,264           61,942         66,322       107.1
         Total                          352,136          184,578        167,558        90.8
         Teva brand
         Wholesale                       25,180           16,287          8,893        54.6
         Direct-to-Consumer               5,369            4,308          1,061        24.6
         Total                           30,549           20,595          9,954        48.3
         Sanuk brand
         Wholesale                        3,040            3,138            (98)       (3.1)
         Direct-to-Consumer               2,576            2,926           (350)      (12.0)
         Total                            5,616            6,064           (448)       (7.4)
         Other brands
         Wholesale                       20,169           24,247         (4,078)      (16.8)
         Direct-to-Consumer               6,722            6,361            361         5.7
         Total                           26,891           30,608         (3,717)      (12.1)
         Total                      $ 1,345,640      $ 1,187,752      $ 157,888        13.3  %
         Total Wholesale            $   646,343      $   598,401      $  47,942         8.0  %
         Total Direct-to-Consumer       699,297          589,351        109,946        18.7
         Total                      $ 1,345,640      $ 1,187,752      $ 157,888        13.3  %



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

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



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

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

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


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

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

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

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

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

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

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

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

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



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

                                                    Three Months Ended December 31,
                                          2022             2021                   Change
                                         Amount           Amount         Amount             %

Income (loss) from operations


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


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


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

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



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

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



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

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



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

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

20.5 %





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

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

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

Total Other Comprehensive Income (Loss), Net of Tax. The increase in total other
comprehensive income (loss), net of tax, compared to the prior period, was due
to higher foreign currency translation gains relating to changes to our net
asset position for favorable Asian and European foreign currency exchange rates
against the US dollar.
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Nine Months Ended December 31, 2022, Compared to Nine Months Ended December 31, 2021. Results of operations were as follows:


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

Net income per share
Basic                         $     16.00                   $     13.87                   $    2.13
Diluted                       $     15.90                   $     13.73                   $    2.17

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


                                                     Nine Months Ended December 31,
                                           2022             2021                  Change
                                          Amount           Amount          Amount           %
      Net sales by location
      Domestic                         $ 1,909,067      $ 1,646,843      $ 262,224        15.9  %
      International                        926,648          767,489        159,159        20.7
      Total                            $ 2,835,715      $ 2,414,332      $ 421,383        17.5  %

Net sales by brand and channel


      UGG brand
      Wholesale                        $   873,249      $   915,925      $ (42,676)       (4.7) %
      Direct-to-Consumer                   741,635          691,439         50,196         7.3
      Total                              1,614,884        1,607,364          7,520         0.5
      HOKA brand
      Wholesale                            678,792          420,763        258,029        61.3
      Direct-to-Consumer                   336,386          187,351        149,035        79.5
      Total                              1,015,178          608,114        407,064        66.9
      Teva brand
      Wholesale                             91,662           78,857         12,805        16.2
      Direct-to-Consumer                    28,557           29,036           (479)       (1.6)
      Total                                120,219          107,893         12,326        11.4
      Sanuk brand
      Wholesale                             18,826           20,540         (1,714)       (8.3)
      Direct-to-Consumer                     8,475           10,635         (2,160)      (20.3)
      Total                                 27,301           31,175         (3,874)      (12.4)


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

         Total Direct-to-Consumer     1,123,465          926,441       

197,024        21.3
         Total                      $ 2,835,715      $ 2,414,332      $ 421,383        17.5  %



Total net sales increased primarily due to higher HOKA brand wholesale and DTC
channel sales for the HOKA and UGG brands, as well as higher Teva brand
international net sales in the wholesale channel, partially offset by lower UGG
brand net sales in the wholesale channel. Further, we experienced an increase of
19.6% in the total volume of pairs sold to 45,800 from 38,300 compared to the
prior period. On a constant currency basis, net sales increased by 20.9%
compared to the prior period.

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



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

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

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

•Wholesale net sales of the Teva brand increased due to higher international net sales primarily driven by earlier distributor shipments.



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

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

•Increased payroll and related costs of approximately $40,000, including for outside services, partially offset by lower performance-based compensation.

•Increased other variable net selling expenses of approximately $30,700, primarily due to higher materials and supplies costs, rent and occupancy expenses, sales commissions, credit card fees, and warehousing fees.



•Increased variable advertising and promotion expenses of approximately $20,800,
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, partially offset by lower
advertising and promotion expenses for the UGG brand.

•Increased other operating expenses of approximately $16,700, primarily due to
higher travel, IT, depreciation, and sample expenses, partially offset by lower
legal expenses and net insurance premiums.

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

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

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



Income from Operations. Income (loss) from operations by reportable operating
segment was as follows:
                                                    Nine Months Ended December 31,
                                           2022            2021                 Change
                                          Amount          Amount         Amount           %

Income (loss) from operations


       UGG brand wholesale             $   257,120      $ 283,624      $ (26,504)       (9.3) %
       HOKA brand wholesale                201,850        107,696         94,154        87.4
       Teva brand wholesale                 19,206         21,599         (2,393)      (11.1)
       Sanuk brand wholesale                 1,768          4,896         (3,128)      (63.9)
       Other brands wholesale                3,517         12,004         (8,487)      (70.7)
       Direct-to-Consumer                  393,849        335,934         57,915        17.2
       Unallocated overhead costs         (330,478)      (282,344)       (48,134)      (17.0)
       Total                           $   546,832      $ 483,409      $  63,423        13.1  %



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

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

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



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

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

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

•The increase in unallocated overhead costs was due to higher payroll costs,
higher other operating expenses, including depreciation, IT, and travel
expenses, higher other variable net selling expenses, including materials and
supplies costs and warehousing fees, and higher foreign currency-related
remeasurement losses.

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



Income Tax Expense. Income tax expense and our effective income tax rate were as
follows:
                                             Nine Months Ended December 31,
                                             2022                          2021

        Income tax expense            $       126,189                   $

99,158


        Effective income tax rate                22.9   %                   20.6  %



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

Foreign income before income taxes was $173,598 and $165,643 and worldwide
income before income taxes was $551,224 and $482,288 during the nine months
ended December 31, 2022, and 2021, respectively. The decrease in foreign income
before income taxes as a percentage of worldwide income before income taxes,
compared to the prior period, was primarily due to lower foreign gross profit as
a percentage of foreign net sales compared to domestic gross profit as a
percentage of domestic net sales, partially offset by lower foreign operating
expenses as a percentage of worldwide sales.

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

Total Other Comprehensive Loss, Net of Tax. The increase 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, primarily for unfavorable Asian 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 December 31, 2022, our cash and cash equivalents are $1,057,843. 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.

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

If there are unexpected material impacts on our business in future periods from
the pandemic and we need to raise or conserve additional cash to fund our
operations, we may seek to borrow under our revolving credit facilities, seek
new or modified borrowing arrangements, or sell additional debt or equity
securities. The sale of convertible debt or equity securities could result in
additional dilution to our stockholders, and equity securities may have rights
or preferences that are superior to those of our existing stockholders. The
incurrence of additional indebtedness would result in additional debt service
obligations, as well as covenants that would restrict our operations and further
encumber our assets. In addition, there can be no assurance that any additional
financing will be available on acceptable terms, if at all. Although we believe
we have adequate sources of liquidity over the long term, 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
nine months ended December 31, 2022, and 2021, no cash and cash equivalents were
repatriated. As of December 31, 2022, and March 31, 2022, we have $276,834 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 December 31, 2022 is $33,761. We continue to evaluate our cash
repatriation strategy and we currently anticipate repatriating current and
future unremitted earnings of non-US subsidiaries only to the extent they
already have been subject to US 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
oblige us to acquire any amount of common stock and may be suspended at any time
at our discretion. On July 27, 2022, our Board of Directors approved an increase
of $1,200,000 to our stock repurchase authorization. As of December 31, 2022,
the aggregate remaining approved amount under our stock repurchase program is
$1,459,145.

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Capital Resources

Revolving Credit Facilities. We maintain bank credit facilities for working capital and general corporate purposes. In December 2022, we refinanced our Primary Credit Facility, which provides for a five-year, $400,000 unsecured revolving credit facility, contains a $25,000 sublimit for the issuance of letters of credit, and matures on December 19, 2027.



During the nine months ended December 31, 2022, we made no borrowings or
repayments under our revolving credit facilities. As of December 31, 2022, we
have no outstanding balances and no outstanding letters of credit under the
Primary Credit Facility and Japan Credit Facility, outstanding bank guarantees
of $29 under the China Credit Facility, and available borrowings of $466,330 for
all revolving credit facilities. However, the Company has outstanding letters of
credit of $940 under the Prior Credit Agreement as of December 31, 2022.

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

Debt Covenants. As of December 31, 2022, we are in compliance with all financial
covenants under our Primary Credit Facility, China Credit Facility, and Japan
Credit Facility.

Refer to Note 5, "Revolving Credit Facilities," of our condensed consolidated
financial statements in Part I, Item 1 within this Quarterly Report and Note 6,
"Revolving Credit Facilities and Mortgage Payable," of our consolidated
financial statements in Part IV of our 2022 Annual Report for further
information on our revolving credit facilities.

Cash Flows

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


                                                          Nine Months Ended December 31,
                                                 2022            2021                 Change
                                                Amount          Amount         Amount           %

Net cash provided by operating activities $ 477,883 $ 227,370

  $ 250,513        110.2  %
Net cash used in investing activities            (56,053)       (41,315)       (14,738)       (35.7)
Net cash used in financing activities           (198,897)      (278,342)        79,445         28.5
Effect of foreign currency exchange rates on
cash and cash equivalents                         (8,617)         1,187         (9,804)      (825.9)
Net change in cash and cash equivalents      $   214,316      $ (91,100)

$ 305,416 335.3 %





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

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

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

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

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

Contractual Obligations



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

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



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

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

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

Critical Accounting Policies and Estimates



Management must make certain estimates and assumptions that affect the amounts
reported in the condensed consolidated financial statements, based on historical
experience, existing and known circumstances, authoritative accounting
pronouncements, and other factors that we believe to be reasonable, but actual
results could differ materially from these estimates. The full impact of the
ongoing pandemic and related macroeconomic factors on our business and
operations, including inflationary pressures, foreign currency exchange rate
volatility, changes in interest rates, changes in commodity pricing, and
recessionary concerns, is unknown and cannot be reasonably estimated for certain
key estimates. 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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