DECKERS OUTDOOR CORP
For the period ended Mar 31, 2026. Filed May 22, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed May 22, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-03-31; filed 2025-05-23.
0000910521-25-000017
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2026-03-31; filed 2026-05-22.
0001628280-26-037664
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 149 previous paragraphs and 687 current paragraphs.
10 unchanged; 92 reworded; 338 added; 47 removed; 0 previous and 247 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (338)
Current report
depends on our ability to anticipate, understand, and respond promptly to evolving preferences, fashion trends, and
Current report
product offerings evolve, our products must appeal to a broader and more diverse range of consumers whose
Current report
preferences cannot be predicted with certainty. New products may not achieve market acceptance, including due to
Current report
pricing that consumers are unwilling to bear, or our brands may fall out of favor, which could impede our ability to
Current report
maintain or grow sales, adversely affect brand perception, and negatively impact our results of operations. If we do
Current report
not effectively respond to these changes, we could experience reduced sales and pressure on our gross profit as a
Current report
percentage of net sales (gross margin), including as a result of reduced pricing power and increased reliance on
Current report
materials (including sustainability), customer service, or the effectiveness of our brand loyalty initiatives, including
Current report
loyalty programs, could result in negative perceptions, diminished consumer engagement, and a loss of brand
Current report
loyalty or value. These risks may be amplified by adverse publicity concerning us or our products, brands, marketing
Current report
dissemination, amplification, or persistence of negative claims, regardless of their accuracy, which could harm our
Current report
reputation and sales and have a material adverse effect on our business. In addition, actions or statements by
Current report
third‑party partners, collaborators, or organizations with which we are associated, including in connection with social
Current report
or political issues, could lead to consumer backlash, operational disruptions, or reputational harm. If our brand-
Current report
related initiatives, including loyalty programs, fail to drive sustained consumer engagement or incremental demand,
Current report
or involve increased costs or operational complexity that negatively affect customer perceptions, we could
Current report
experience reduced sales and pressure on ourgross margin, adversely affecting our results of operations.
Current report
confidence and discretionary spending. A significant portion of our HOKA brand and UGG brand products are
Current report
premium, discretionary purchases, and demand for these products is sensitive to macroeconomic factors, including
Current report
inflation, wages and employment, consumer debt, declines in net worth driven by market conditions, interest rates,
Current report
tariffs, and public health issues such as a pandemic. During periods of economic uncertainty, consumers may
Current report
reduce discretionary purchases, trade down to lower-priced alternatives, or delay buying decisions, which could
Current report
require us to increase promotional activity or reduce prices, adversely affecting our sales and profitability.
Current report
marketplaces. These customers may be adversely affected by economic conditions, geopolitical instability, foreign
Current report
currency fluctuations, reduced demand for premium products, limited access to credit, and increased competition.
Current report
Financial difficulties among our customers could negatively affect our credit exposure, reserves, and relationships
Current report
with key customers, and could reduce orders or increase the risk of delayed payments or defaults.
Current report
preferences. If we are unable to compete effectively, we could experience a decline in market share, reduced
Current report
demand for our products, pricing pressure, or damage to our reputation, which could have a material adverse effect
Current report
on our financial condition and results of operations. Competition in our markets is influenced by factors such as
Current report
brand recognition, product innovation and performance, pricing, speed‑to‑market, marketing effectiveness, use of
Current report
data analytics and AI, access to manufacturing capacity, and control of distribution channels.
Current report
Our competitors include both established global brands and newer market entrants, including competitors whose
Current report
broader product assortments and higher sales volumes may be more important to certain customers. We believe
Current report
that the growth and visibility of our HOKA brand and UGG brand have attracted competitors specifically targeting
Showing the first 40 of 338 passages. Open the source sections for the rest.
Removed paragraphs (47)
Previous report
Failure to gain market acceptance for new products could impede our ability to maintain or grow current revenue levels, reduce profits, adversely affect the image of our brands, erode our competitive position, and result in long-term harm to our business and financial results.
Previous report
•the effects of unfavorable or unexpected weather patterns on consumer spending and demand for our products, as the sales of a majority of our UGG brand products are inherently seasonal and the effects of climate change may pronounce these conditions;
Previous report
•changes in consumer preferences, tastes, discretionary spending, and prevailing fashion trends;
Previous report
•market acceptance of our current products and new products, and of competitive products;
Previous report
•the competitive environment, including pricing pressure from reduced pricing of competitive products, which may cause consumers to shift their purchasing decisions away from our products;
Previous report
•delays in resource or product availability from supply chain disruptions; and
Previous report
•uncertain macroeconomic and political conditions.
Previous report
We believe our culture has been and will continue to be a key contributor to our success. If we do not maintain our culture and core values, the growth and success of our business may be harmed. Any failure to preserve our culture could negatively affect our ability to recruit and retain talent and to achieve our strategic objectives.
Previous report
We use sheepskin to manufacture a significant portion of our products, and if we are unable to obtain sufficient sheepskin at acceptable prices that meets our quality expectations, or if there are legal or social impediments to our ability to use sheepskin, it could have a material adverse effect on our business.
Previous report
We purchase certain raw materials that are affected by commodity prices, the most significant of which is sheepskin. The supply of sheepskin, which is used to manufacture a significant portion of our UGG brand products, is in high demand and there are limited suppliers that are able to provide the quantity and quality of sheepskin that we require. In addition, our unique product design and animal welfare standards require sheepskin that may be found only in certain geographies. Sheepskin used in our UGG brand products is sourced primarily from designated suppliers in Australia and processed by two tanneries in China. If this sheepskin and the resulting products we produce do not conform to our quality or sustainability specifications or fail to meet consumer expectations, we could experience reduced demand for our products, a higher rate of customer returns, and negative effects on the image of our brands, any of which could have a material adverse effect on our business. Similarly, if these tanneries are not able to deliver sheepskin in the quantities required, or were to cease operations, we may not be able to timely obtain suitable substitute materials, which would limit our ability to meet demand for our products, lead to inventory shortages, result in a loss of sales, strain our customer relationships, and harm our reputation. In addition, any factors that negatively affect the business of these tanneries, or the businesses of the suppliers that warehouse their inventories, such as loss of customers, financial instability, loss or destruction of property, work stoppages, political instability, or acts of terrorism or catastrophic events, could result in shortages in our supply of sheepskin.
Previous report
While we have experienced stable pricing in recent years, fluctuations in the price of sheepskin could occur as a result of any factors that increase the demand for, or decrease the supply of, sheepskin, including weather patterns, supply conditions, energy prices, work stoppages, increased logistics costs, government regulation, sanctions and policy, market speculation, compliance with our standards, harvesting decisions, incidence of disease, the price of other commodities, such as wool and leather, the demand for our products and the products of our competitors, and global economic conditions, any of which would increase our manufacturing costs and reduce our gross margin. The impacts of any of these factors may be exacerbated by global climate change. While we use purchasing contracts and other pricing arrangements to reduce the effect of sheepskin price fluctuations on our results of operations, we may be unable to offset the negative effect of a prolonged increase in such prices on our results of operations. In that event, it is unlikely we will be able to adjust our product prices sufficiently to eliminate the effect on our gross margin and our financial results may suffer.
Previous report
In addition, our industry is characterized by rapidly changing fashion trends and consumer preferences, and we believe there is a growing trend to eliminate the use of certain animal products, most notably fur, in footwear, apparel, and accessories. For example, the sale of fur is banned in certain US cities, and similar legislation is being considered in other geographies. While the use of leather and sheepskin has typically not been subject to these restrictions, it is possible that future legislation could restrict our ability to use sheepskin in the products we sell in certain geographies. In addition, notwithstanding whether specific legislation is passed, it is possible that consumer preferences may change based on evolving ethical or social standards, such that our products may potentially become less desirable to certain consumers. Because sheepskin is used to manufacture a significant portion of our UGG brand products, any legal or social impediments to the sale of sheepskin products, especially within our large target markets, could have a material adverse effect on our business, financial condition, and results of operations.
Previous report
Natural disasters or other catastrophic events, including the effects of climate change or a pandemic, may damage or disrupt our operations, international markets, and the global economy. Our operations are subject to interruption from extreme weather events, power shortages, pandemics, terrorism, political instability, telecommunications failures, cyber-attacks, war, and other events beyond our control. Although we maintain disaster recovery plans, such events could disrupt our operations, including through the inability of talent to work, loss of life, and adverse effects on supply chains, power, infrastructure and the integrity of IT systems, any of which could materially increase our costs and expenses, decrease sales, and disrupt our business continuity. We could incur significant capital expenditures and other costs to improve the climate-related resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate the effects of climate change, including compliance with evolving, and at times inconsistent, laws and regulations. We could also experience increased costs for energy, production, transportation, raw and other materials, as well as higher insurance premiums and deductibles, which could adversely affect our operations. Our insurance may not be sufficient to cover losses that we may sustain. Any event that disrupts our operations or those of our partners or customers could have a material adverse effect on our business, results of operations and financial condition. Any assessment of the potential impact of future climate change legislation, regulations, or industry standards, as well as any international treaties and accords, is uncertain given the wide scope of potential regulatory change in the countries in which we operate.
Previous report
These events could also adversely affect the supply of raw materials, including sheepskin and leather, disrupt the operation of our supply chain and the productivity of our contract manufacturers, increase our production costs, impose capacity restraints, and affect the types of products consumers purchase. Further, public health issues and related regulatory responses may reduce demand for certain products, deteriorate our ability, or the ability of our customers, to operate in affected regions, and result in the failure of key business partners to provide services for our efficient operations, including the inability of our manufacturers or third-party distributors to timely fulfill their obligations to us, any of which would adversely affect our business, results of operations and financial condition.
Previous report
•encounter difficulties managing and implementing acquired assets;
Previous report
RISKS RELATED TO OUR GLOBAL BUSINESS STRATEGY AND OPERATIONS, AND INTERNATIONAL COMMERCE
Previous report
Our international operations and independent manufacturers are also subject to other risks and uncertainties, including:
Previous report
•poor infrastructure and equipment shortages, which can disrupt transportation and utilities;
Previous report
•restrictions on the transfer of funds from foreign jurisdictions or volatile foreign exchange rates;
Previous report
•customary business traditions in certain countries such as local holidays, which are traditionally accompanied by elevated levels of turnover in the factories;
Previous report
•decreased scrutiny by custom officials for counterfeit products;
Previous report
•social instability and corruption, extortion, bribery, pay-offs, theft, and other fraudulent activity;
Previous report
•use of unauthorized or prohibited materials or reclassification of materials;
Previous report
•health-related disruptions, such as disease outbreaks or raw material shortages, which could impact our workforce or scarcity of raw and other materials; and
Previous report
Transportation and distribution costs may also be adversely affected by fluctuating demand, fuel cost volatility, labor disputes, inflation, and political, social, and economic instability. For example, we continue to experience port congestion, increased lead times, and rising freight and energy costs. Continued global geopolitical uncertainty, rising labor tensions, or climate-related disruptions further add to the complexity of global supply chain planning and resilience, and could increase distribution costs, create further capacity constraints in Europe and adversely affect our results of operations. Additionally, the increased threat of terrorist activity and heightened customs inspections have created delays in bringing imported goods to market and increased our logistics expenses.
Previous report
Supply chain disruptions could interrupt product manufacturing and global logistics and increase product and transportation costs.
Previous report
Our business depends on our ability to source and distribute products in a timely manner. We continue to proactively mitigate any effects of future disruptions by expanding and reallocating production capacity with our existing sourcing partners and onboarding new long-term partners to diversify our country-level manufacturing and sourcing lines. We plan to continue growing our distribution network to support our long-term strategic objectives but have experienced and may continue to experience headwinds in connection with these efforts. Failure to adequately produce and timely ship our products to customers could lead to lost potential revenue, failure to meet consumer demand, strained relationships with customers and diminished brand loyalty.
Previous report
Port congestion, temporary closures, vessel availability and reliability, worker shortages, government-imposed restrictions, such as border closures and shipment restrictions, as well as trade policy changes, may disrupt the operations of our independent manufacturers and 3PLs, as well as those of our warehouses and DCs, and may increase the global lead-time for shipments of our products. For example, certain tariffs from Canada could change shipment routing of product to our Mooresville, Indiana warehouses and DCs, which would increase lead times and impact our ability to timely fulfill orders from that facility. In addition, geopolitical conflicts have and could in the future bring about disruption, and volatility in global markets, supply chains, and logistics, which could in turn adversely affect our business operations and financial performance.
Previous report
Elevated inventory levels, combined with the uneven flow of receipts and shipments, could cause further capacity pressures within our US warehouses and DCs and international 3PLs. These pressures may be exacerbated by labor disputes that affect our partners, which create significant risk for our business, particularly if such disputes result in work slowdowns, strikes, or other disruptions. As we manage product availability from disruptions, the timing of sales to our wholesale partners and consumers may be affected, which may result in an increased risk of order cancellations.
Previous report
In addition, while we have historically used more expensive air freight to ship our products to meet demand, we continued to reduce our use of air freight into fiscal year 2025. However, if we experience fluctuations in consumer demand or product availability and costs in future periods, we may be required to leverage air freight to maintain service levels.
Previous report
•supply chain logistics disruptions, such as shipping disruptions in the Red Sea;
Previous report
•changes in unemployment rates and consumer spending;
Previous report
RISKS RELATED TO TECHNOLOGY, DATA SECURITY AND PRIVACY
Previous report
Our success also depends in part on the continued operation of our key business processes, including our IT and global communications systems. We rely on third-party IT service providers for many of our worldwide IT functions, including network, hardware, and software configuration, and on internal networks to support business processes. Any disruption to these systems or networks could, among other things, delay product fulfillment, impede personnel from performing their duties, adversely impact sales, and expose us to significant costs. Further, we could experience information silos and inefficiencies across our organization if we do not invest in appropriate operational systems and processes. If we are unable to structure our systems and processes to respond to changing business needs, or if we or our third-party providers experience a failure in these systems, our ability to accurately forecast sales, report our financial position and results of operations, or otherwise manage and operate our business could be adversely affected.
Previous report
The frequency, intensity, and sophistication of cyber and data security incidents have significantly increased in recent years. Like other businesses, we have experienced, and are continually at risk of, attacks and incidents. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, the current global economic and political environment, our prominent size and scale, the advances in computer capabilities and AI, and the interconnectivity and interdependence of third parties to our systems. We expend significant resources on IT and data security tools, and processes designed to protect our IT systems and information, and to ensure an effective response to any attack or incident. Whether these measures are successful, these expenditures could adversely affect on our financial condition and results of operations.
Previous report
Although we take the security of our IT systems seriously, there can be no assurance the measures we employ will prevent unauthorized access to our systems and information. Because the techniques used to obtain unauthorized access to IT systems are constantly evolving, we may be unable to anticipate these techniques or implement adequate protective measures in response. Cyber-attacks or data incidents could remain undetected for some period, which could result in significant harm to our systems, as well as unauthorized access to the information stored on and transmitted by our systems. A cyber-attack or other data security incident could result in significant disruption of our business such that:
Previous report
•it results in the loss, theft, misuse, or unauthorized disclosure of confidential information;
Previous report
•we are prevented from accessing information necessary to conduct our business;
Showing the first 40 of 47 passages. Open the source sections for the rest.
Reworded paragraphs (92)
Previous wording
Our short and long-term success is subject to numerous risks and uncertainties, many of which involve factors that are difficult to predict or beyond our control. As a result, investing in our common stock involves substantial risk. Before deciding to purchase, hold or sell our common stock, stockholders and potential stockholders should carefully consider the risks and uncertainties described below, in addition to the other information contained in or incorporated by reference into this Annual Report, as well as the other information we file with the SEC. If any of these risks are realized, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that case, the value of our common stock could decline, and stockholders may lose all or part of their investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which we currently consider to be immaterial, could have a material adverse effect on our business.
Current wording
Our short and long-term success is subject to numerous risks and uncertainties, many of which involve factors that
Previous wording
Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous risks and uncertainties including those described in this section. Refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” within this Annual Report for additional information.
Current wording
Certain statements made in this section constitute “forward-looking statements,” which are subject to numerous
Previous wording
The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences, and if we do not accurately anticipate and promptly respond to consumer demand and spending patterns, including by successfully introducing new products, we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished.
Current wording
The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences, and
Previous wording
The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences and fashion tastes, which make it difficult to anticipate demand for our products and forecast our financial results. Our success is driven to some extent by brand loyalty, and there can be no assurance consumers will continue to prefer our brands. Consumer demand for our products depends in part on the continued strength of our brands, which in turn depends on our ability to anticipate, understand, and promptly respond to the rapidly changing preferences and fashion tastes, as well as consumer spending patterns, with appealing merchandise. As our brands and product offerings evolve, it is necessary for our products to appeal to an even broader range of consumers whose preferences cannot be predicted with certainty. New footwear models that we introduce may not be successful with consumers or our brands may fall out of favor with consumers. If we are unable to anticipate, identify, or react appropriately to changes in consumer preferences, our revenues may decrease, our brands’ image may suffer, our operating performance may decline, and we may not be able to execute our growth plans. Even if we develop and manufacture new footwear products and collaborations that consumers find appealing, their ultimate success may depend on our pricing, and we may set the prices of new styles too high for the market to bear.
Current wording
The footwear, apparel, and accessories industry is subject to rapid changes in consumer preferences and fashion
Previous wording
Further, the value of our brands is based on evolving consumer perceptions, including as a result of shifting ethical, political or social standards, and concerns with respect to product pricing, quality, design, technical performance, components or materials (including their sustainability), or customer service could result in negative perceptions and the loss of brand loyalty and value. These concerns may be exacerbated by negative publicity regarding us or our products, brands, marketing campaigns, partners, or endorsers, which could adversely affect our reputation and sales regardless of the accuracy of such claims. Social media and digital marketing campaigns, which accelerate the dissemination of information, can increase the challenges of containing negative claims. If consumers perceive our brands negatively, whether or not warranted, our brand image would become tarnished and our products would become less desirable, which could have a material adverse effect on our business.
Current wording
The value of our brands is also driven by evolving consumer perceptions, including shifting ethical, political, or
Previous wording
Volatile economic conditions and changes in the market have affected, and may continue to affect, consumer spending generally and the buying habits and preferences of consumers. A significant portion of the products we sell, especially those sold under the UGG and HOKA brands, are premium retail products. The purchase of these products is discretionary and is therefore highly dependent upon the level of consumer confidence and discretionary spending. Sales of these products may be adversely affected by variable economic factors, including worsening economic conditions, consumer confidence in future economic conditions, including recessionary concerns, changes to fuel, energy, labor, and healthcare costs, declines in income or asset values, and increases in consumer debt levels, inflation and interest rates, tariffs, and unemployment rates. Uncertainty in global economic conditions may result in unpredictable consumer discretionary spending trends. During an actual or perceived economic downturn, fewer consumers may shop for our products, and those who do may limit the amount of their purchases or seek less costly substitutes for our products. As a result, we could be required to reduce the price we can charge for our products or increase our marketing and promotional expenses to generate additional demand for our products. In either case, these changes could reduce our sales and profitability, which could have a material adverse effect on our financial condition and results of operations.
Current wording
Volatile economic conditions and changes in the market have affected, and may continue to affect, consumer
Previous wording
We sell a significant portion of our products through higher-end specialty and department store retailers, as well as through online marketplaces. The businesses of these customers may be affected by factors such as changes in economic conditions, ongoing geopolitical conflicts and uncertainties, fluctuations in foreign currency exchange rates, failures or instability in the US banking system, reduced consumer demand for premium products, decreases in available credit, and increased competition. If our customers face financial difficulties, it could have an adverse effect on our estimated allowances and reserves, and potentially result in us losing key customers.
Current wording
We sell a significant portion of our products through higher-end specialty anddepartment store retailers and online
Previous wording
We face intense competition from both established companies and newer entrants into the market, and our failure to compete effectively could cause our market share to decline, which could harm our reputation and have a material adverse effect on our financial condition and results of operations.
Current wording
We face intense competition from both established companies and newer entrants into the market, and our
Previous wording
The footwear, apparel, and accessories industry is highly competitive and subject to changing consumer preferences and tastes. Our inability to compete effectively could cause our market share to decline, which could harm our reputation and have a material adverse effect on our financial condition and results of operations. Our competitors include both established companies and newer entrants into the market. In particular, we believe that, as a result of the growth of the UGG and HOKA brands, competitors have entered the marketplace specifically in response to the success of our brands, and other competitors may do so in the future, particularly as access to offshore manufacturing and changes in technology make it easier and more cost effective to compete. A number of our larger competitors have significantly greater financial, technological, engineering, manufacturing, marketing, and distribution resources than we do, as well as greater brand awareness in the footwear, apparel, and accessories markets among consumers. As a result, we have faced, and expect to continue to face, intense pressure with respect to competition for key customer accounts and distribution channels. These competitors may have relationships with our key retail customers that are more important to those customers because of the significantly larger volume and product mix that our competitors sell to them. Our competitors’ greater resources may enable them to more effectively compete on the basis of price and production, develop new products more quickly or with superior technical capabilities, adapt to changes in technology, including the successful utilization of data analytics, artificial intelligence, and machine learning, market their products and brands more successfully, identify or influence consumer preferences, increase their market share, withstand the effects of seasonality, and manage periodic downturns in the footwear, apparel, and accessories industry or in economic conditions. As a result of these pressures, we have faced, and expect to continue to face, intense pricing pressure. Efforts by our competitors to dispose of excess inventories may significantly reduce prices of competitive products, which may pressure us to reduce the pricing of our products to compete, or cause consumers to shift their purchasing decisions away from our products entirely. Further, we believe that our key customers face intense competition from their competitors, which could negatively affect the financial stability of their businesses and their ability to conduct business with us.
Current wording
The footwear, apparel, and accessories industry is highly competitive and subject to rapidly changing consumer
Previous wording
If we are unsuccessful at managing product manufacturing decisions to offset the inherent seasonality of our business, we may be unable to accurately forecast our inventory and working capital requirements, which may have a material adverse effect on our financial condition and results of operations.
Current wording
may be unable to accurately forecast our inventory and working capital requirements, which may have a
Previous wording
Like other companies in our industry, we have an extended design and manufacturing process, which involves product design, material purchases, inventory accumulation and the subsequent sale of the inventories, and accounts receivable collection. This cycle requires us to incur significant expenses relating to the design, manufacturing, and marketing of our products in advance of the realization of revenue from sales, and results in significant liquidity requirements and working capital fluctuations throughout our fiscal year. Because this cycle involves long lead times, which require us to make manufacturing decisions months in advance of an anticipated purchasing decision by the consumer, it is challenging to manage our inventory and working capital requirements. Further, supply chain disruptions may drive higher inventory procurement positions that could negatively affect our gross profit as a percentage of net sales (gross margin) as a result of selling excess quantities though close out channels. Further, once manufacturing decisions are made, it is difficult to predict and timely adjust expenses, accurately forecast our financial results, and meet the expectations of analysts and investors, including as a result of:
Current wording
Like other companies in our industry, we have an extended design and manufacturing process, which involves
Previous wording
The evolution and expansion of our brands and product offerings have made our inventory management activities more challenging. For example, if we overestimate demand for any products or styles, we may be forced to incur significant markdowns or sell excess inventories at reduced prices, which would result in lower revenues and reduced gross margin, and we may not be able to recover our investment in the development of new styles and product lines. On the other hand, if we underestimate demand, or if our independent manufacturing facilities are unable to supply products in sufficient quantities, we may experience inventory shortages that may prevent us from fulfilling customer orders or result in us delaying shipments to customers. If that occurred, we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished. In either event, these factors could have a material adverse effect on our financial condition and results of operations.
Current wording
The evolution and expansion of our brands and product offerings have made our inventory management activities
Previous wording
We rely upon a number of warehouse and distribution facilities to operate our business, and any damage to one of these facilities, or any disruptions caused by incorporating new facilities into our operations, could have a material adverse effect on our business.
Current wording
We rely upon a number of warehouse and distribution facilities to operate our business, and any damage to
Previous wording
We rely upon a broad network of warehouses and distribution facilities to store, sort, package and distribute our products. In the US, we distribute products primarily through self-managed warehouses and DCs in Moreno Valley, California, and in Mooresville, Indiana, which feature a complex warehouse management system that enables us to efficiently pack products for direct shipment to our customers and consumers. We expect our recent domestic warehouse and DC expansion to create long-term capacity for the domestic growth of the UGG and HOKA brands. We could face a significant disruption in our domestic warehouse and DC operations if our warehouse management system does not perform as anticipated or ceases to function for an extended period of time, which could occur due to damage to the facility, failure of software or equipment, cyber-security incidents, power outages or similar problems. In addition, if our domestic warehouse and DC operations and scaling efforts are impeded or delayed for any reason, it could result in shipment delays or the inability to deliver product at all, which would result in lost sales, strain our relationships with customers and consumers, and cause harm to our reputation, any of which could have a material adverse effect on our business.
Current wording
We rely upon a broad network of warehouses and distribution facilities to store, sort, package and distribute our
Previous wording
Internationally, we distribute our products through warehouses and DCs managed by 3PLs in certain international locations. For example, we are currently in the process of transitioning one of our international 3PLs to a new partner with an upgraded warehouse management system beginning in October 2025. We depend on 3PLs to manage the operation of their warehouses and DCs to meet our business needs, performance standards, and expectations, including with respect to data security, compliance with data protection and privacy laws, and provision of quality services on a timely basis at the prices we expect. While we believe we conduct appropriate diligence before entering into service agreements with 3PLs, if our 3PLs fail to manage these responsibilities, or if their operations are disrupted as a result of factors outside of their control, such as sanctions that could in the future be imposed on other countries by the US government, our distribution operations could face significant disruption. The loss of or disruption to the operations of any one or more of these facilities could materially adversely affect our sales, business performance, and results of operations. Although we believe we possess adequate insurance to cover the potential effect of a disruption to the operations of these facilities, such insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.
Current wording
Internationally, we distribute our products through warehouses and DCs managed by 3PLs in certain international
Previous wording
We rely upon independent manufacturers for most of our production needs, and the failure of these manufacturers to manage these responsibilities would prevent us from filling customer orders, which would result in loss of sales and harm our relationships with customers.
Current wording
We rely upon independent manufacturers for all of our production needs, and the failure of these
Previous wording
We rely upon independent manufacturers and their respective material suppliers for most of our production needs, the majority of which are located in Southeast Asia, predominately in Vietnam, and we do not have direct control over these manufacturers or their suppliers. We expect our independent manufacturers to finance the production of goods ordered, maintain manufacturing capacity, comply with our policies, and store finished goods in a safe location pending shipment. Further, because most of our independent manufacturers are in Southeast Asia, we are subject to risks associated with natural disasters, epidemics, geopolitical tensions, or other events outside of our control affecting the region. If any of these were to occur, we may not be able to timely source raw and other materials, manufacture products, or fill customer orders, or products delivered may not meet our quality standards, which would result in lost sales and harm to our relationships with customers.
Current wording
We rely upon independent manufacturers and their respective material suppliers for all of our production needs, the
Previous wording
There can be no assurance of a long-term, uninterrupted supply of products from our independent manufacturers. While we have long-standing relationships with most of these manufacturers, they could terminate our engagement, seek to increase their prices, or extract other concessions from us, and we may not be able to timely engage a suitable alternative. If we are required to find alternative manufacturers, we could experience manufacturing delays, increased manufacturing costs, and substantial disruption to our business, any of which could negatively affect our results of operations.
Current wording
There can be no assurance of a long-term, uninterrupted supply of products from ourindependent manufacturers.
Previous wording
Interruptions in the supply of our products can also result from adverse events that impair our manufacturers’ operations. For example, we keep proprietary materials necessary to produce our products, such as shoe molds and other materials, in the custody of our independent manufacturers. If these independent manufacturers were to lose or damage these proprietary materials, we cannot be assured that the manufacturers would have adequate insurance to cover such loss or damage, and, in any event, the replacement of such materials would likely result in significant delays in the production of our products, which could result in a loss of sales and earnings.
Current wording
Interruptions in the supply of our products can also result from adverse events that impair our manufacturers’
Previous wording
Our financial success is influenced by the success of our customers, and the loss of a key customer could have a material adverse effect on our financial condition and results of operations.
Current wording
Our financial success is influenced by the success of our customers, and the loss of a key customer could
Previous wording
Much of our financial success is related to the ability of our customers, which include our retailer and distributor partners, to successfully market and sell our brands to consumers. If a customer fails to satisfy contractual obligations or meet our expectations, or experiences operational issues, it may be difficult to locate an acceptable alternative. Any disruption to these relationships may result in increased costs or loss of customers. In addition, there is no guarantee a new customer will generate results that are more favorable than the terminated party.
Current wording
Much of our financial success is related to the ability of our customers in the wholesale channel, including
Previous wording
We face a risk that key customers may not increase their business with us as we expect or may significantly decrease their business with us or terminate our relationship. Although no single customer accounted for 10.0% or more of our total net sales during fiscal year 2025, our top ten customers made up 23.7% of total net sales. The failure to increase sales with our key customers would have a negative effect on our growth prospects, and any decrease or loss of these customers’ business could result in a material decrease in our net sales and net income if we are unable to capture these sales through our DTC channel. Further, as of March 31, 2025, we have one customer that represents 13.6% of trade accounts receivable, net. Trade accounts receivable, net are typically unsecured and thus subject us to a risk that we will be unable to timely collect on amounts owed, which could affect our revenue and liquidity. Sales to our customers are on an order-by-order basis and may be cancelled or rescheduled by our customers. We rely on purchase order delivery dates as a key factor in forecasting our sales and earnings, and if our customers postpone, reduce, or discontinue purchases from us, we could fail to meet our forecasted results. These risks have been exacerbated as our key customers are impacted by significant structural changes to the retail industry fueled by changing technology, consumer and wholesale partner purchasing behavior, and economic conditions, as well as a shrinking retail footprint. These trends have been, and may in the future be, intensified by a pandemic or other public health emergency. We may lose key customers if they fail to manage the effect of this rapidly changing retail environment. Any loss of one of these key customers, or a significant reduction in purchases from one of these customers, could result in a significant decline in sales, write-downs of excess inventory, or pressure to discount our products, any of which could have a material adverse effect on our financial condition or results of operations. Further, a key customer may dispose of their excess inventories to consumers or unauthorized sellers at significantly reduced prices, which may put pressure on us to reduce our prices to compete, or cause consumers to shift their purchasing decisions away from our authorized sellers entirely.
Current wording
We face the risk that key customers may not increase their business with us as anticipated, may significantly reduce
Previous wording
We depend on qualified talent and, if we are unable to retain or hire executive officers, key employees, and skilled talent, we may not be able to achieve our strategic objectives, and our results of operations may be adversely impacted.
Current wording
We depend on qualified talent and, if we are unable to retain or hire executive officers, key employees, and
Previous wording
To execute our growth plan, we must continue to attract and retain highly qualified talent, including executive officers and key employees. Further, to continue to develop new products and successfully operate and grow our key business processes, it is important for us to continue hiring and retaining talent in highly skilled footwear, apparel and accessories design, marketing, merchandising, sourcing, technology, operations, and support functions. Competition for executive officers, key employees, and skilled talent is intense within our industry and there continues to be upward pressure on the compensation paid to these professionals. Changes to our office environment or work models may not meet our employees’ expectations. Many of the companies with which we compete for experienced talent have greater name recognition and financial resources than we have. Further, continued strength of our results may result in other companies and competitors perceiving our employees as more desirable. If our employment proposition is not perceived as favorable compared to other companies’, it could negatively affect our ability to attract, hire, and retain our employees. We are committed to offering competitive compensation and benefits to employees across our business to positively affect attrition, which impacts our selling, general, and administrative (SG&A) expenses. Our domestic headquarters are located in Goleta, California, which is not generally recognized as a prominent commercial center, and it is difficult to attract qualified professionals due to our location. If we hire employees from competitors, their former employers may assert that we or these employees have breached legal obligations, resulting in a diversion of our time and resources. In addition, prospective and existing employees often consider the value of the stock-based compensation when deciding whether to take a job. If our stock price is volatile, it may adversely affect our ability to recruit and retain qualified talent and we may be unable to achieve our long-term strategic objectives, our results of operations may suffer, and it may damage our reputation as a preferred employer, which would challenge our ability to effectively compete across the global labor market.
Current wording
To execute our growth plan, we must continue to attract and retain highly qualified talent, including executive
Previous wording
The continued service of our executive officers and key employees is particularly important, and the departure of such talent may disrupt our business or result in the depletion of significant institutional knowledge. Our executive officers and key employees are employed on an at-will basis, which means that they can terminate their employment with us at any time. The loss of one or more of our executive officers or other key employees or significant turnover in our senior management, and the often-extensive process of identifying and hiring other talent to fill those key positions, could have a material adverse effect on our business.
Current wording
The continued service of our executive officers and key employees is particularly important, and the departure of
Previous wording
We rely on technical innovation to compete in the market for our products.
Current wording
We rely on technical innovation to compete in the market for our products, and if we fail to innovate
Previous wording
Our success relies in part on our continued innovation in both the materials we use and the design of our footwear. In particular, our HOKA brand maintains its competitiveness through continuous product innovation and timely introduction of new features and technologies that align with current and emerging consumer expectations. Also, we continue to invest in research and development to increasingly incorporate preferred materials in our products as part of our sustainability efforts. We also increasingly use preferred synthetics, preferred regenerated or synthetic cellulosic fibers, and preferred plant fibers. Although we continue to refine our materials and develop new properties for specific applications, if we fail to introduce technical innovation in our products or experience issues with the quality of our products or materials, consumer demand for our products could decline and we may experience reputational damage. Further, as our brands transition to suppliers with recycled, renewable, regenerated, and certified/natural materials (preferred materials), we may be subject to increased costs or supply constraints, which could reduce our sales and profitability and have a material adverse effect on our financial condition and results of operations.
Current wording
Our success relies in part on our continued innovation in both the materials we use and the design of our footwear.
Previous wording
We may not succeed in implementing our growth strategies, in which case we may not be able to take advantage of certain market opportunities and may become less competitive.
Current wording
We may not succeed in implementing our growth strategies, in which case we may not be able to take
Previous wording
As part of our overall growth strategy, we are continually seeking out opportunities to enhance the positioning of our brands, diversify our product offerings, extend our brands into complementary product categories and markets, expand geographically, optimize our retail presence both in stores and online, and improve our financial performance and operational efficiency. Our future growth depends in part on our expansion efforts outside of North America (international growth strategy). For example, we have opened UGG and HOKA brand retail locations in international markets through Company-owned stores and through third-party retailers. Flagship stores play a crucial role in brand market positioning, are operated to have neutral operating profitability, are typically greater in size, and involve more extensive leasehold improvements and furniture and fixtures compared to our other concept retail stores. If we are unable to identify new retail locations with consumer traffic sufficient to support a profitable sales level or elevate our brand market positioning, our retail growth may be limited, and we may be unable to avoid losses or negative cash flows. Furthermore, our future growth depends in part on our ability to effectively manage the profitability of our existing retail locations. For example, our failure to successfully identify and close underperforming stores in a timely manner could have a number of material adverse effects, such as impairments and a negative impact on our financial condition and results of operations.
Current wording
As part of our overall growth strategy, we seek to enhance the positioning of our brands, diversify our product
Previous wording
We also license the right to operate our brand retail stores to third parties through our partner retail program. All of the partner retail stores are operated in international markets. We provide training to support these stores and set and monitor operational standards. However, the quality of these store operations may decline due to the failure of these third parties to operate the stores in a manner consistent with our standards or our failure to adequately monitor these third parties, which could result in reduced sales and cause our brand image to suffer.
Current wording
We also license the right to operate our brand retail stores to third parties through our partner retail program. All of
Previous wording
As part of our international growth strategy, we may transition certain brands in certain geographies from a third-party distribution model to a direct distribution model or vice versa. Failure to effectively implement our growth strategies and develop our business in new international markets, or disappointing growth within existing markets, could negatively affect our revenues and rate of growth and result in our business becoming less competitive. In addition, taking steps to implement our growth strategies could have a number of negative effects, including increasing our working capital needs, causing us to incur costs without any corresponding benefits, and diverting management time and resources away from our existing business.
Current wording
As part of ourinternational growth strategy, we may transition certain brands in certain geographies from a third-
Previous wording
Increasing expectations from investors, regulators, and other key stakeholders with respect to our ESG practices may impose additional costs on us or expose us to new or additional risks.
Current wording
Increasing expectations from investors, regulators, and other key stakeholders with respect to our ESG
Previous wording
Investor advocacy groups, certain institutional investors, investment funds, stockholders, customers, consumers, employees, non-governmental organizations, the media, including social media, and regulators, such as the SEC, are increasingly scrutinizing corporate responsibility, specifically related to ESG practices and disclosures of companies and the implications of the social and environmental costs of their investments. From time to time, we communicate certain ESG initiatives to market participants and our customers and business partners, including through our annual Creating Change Report. Any ESG disclosure we make may include our policies, practices, initiatives, and goals on a variety of human rights, corporate governance, environmental compliance, sustainability, employee health and safety practices, human capital management, product quality, supply chain management, and workforce inclusion and diversity. Although we have undertaken expansive efforts to improve and implement our ESG initiatives, it is possible stakeholders may not be satisfied with such disclosures, or our ESG practices or the speed of their adoption. In addition, negative perception of diversity, equity, and inclusion initiatives, whether due to perceived over or under pursuit of such initiatives, could result in reduced customer demand, stockholder activism, regulatory inquiries, and litigation or other adverse impacts. The establishment of ESG criteria and key metrics, as well as the collection of relevant data subject to evolving internal controls and processes, can be costly, complex, and time consuming, and is subject to evolving reporting standards and regulations. If our ESG practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, or if we are perceived to have not appropriately responded to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, it may negatively affect our employee retention and recruitment, or we may suffer from reputational damage and our business and financial condition could be materially and adversely affected. We may also incur additional costs or require additional resources to monitor such stakeholder expectations and standards and to meet our targets and commitments. Further, we could fail, or be perceived to fail, to achieve our ESG initiatives or goals, or we could fail to report our progress fully and accurately on such initiatives and goals, which could negatively affect our reputation, employee retention and recruitment, and the willingness of our customers and suppliers to do business with us.
Current wording
operations. We periodically communicate ESG initiatives, including through our annual Creating Change Report and
Previous wording
Increasing focus on ESG matters has resulted in, and is expected to continue to result in, the adoption of legal and regulatory requirements designed to mitigate the effects of climate change on the environment and requiring climate-related disclosures. If new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations. Our processes and controls for reporting ESG matters and related data across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures required by the SEC, European, and other regulators, such as those in California, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Current wording
regimes, including ESG-related disclosure requirements of the SEC, European, and other regulators, such as those
Previous wording
Climate change, natural disasters, public health issues, or other events beyond our control, as well as related regulations, have adversely affected, and could in the future adversely affect, our business.
Current wording
Climate change, natural disasters, public health issues, or other events beyond our control, as well as
Previous wording
We face risks associated with strategic acquisitions and divestitures, and our failure to successfully integrate any acquired business could have a material adverse effect on our results of operations and financial condition.
Current wording
integrate any acquired business could have a material adverse effect on our results of operations and
Previous wording
As part of our overall strategy, we may periodically consider strategic acquisitions to expand our brands into complementary product categories and markets, or to acquire new brands, technologies, intellectual property, or other assets. Our ability to do so depends on our ability to identify and successfully pursue suitable acquisition opportunities. Such acquisitions involve numerous risks, challenges, and uncertainties, including the potential to:
Current wording
As part of our overall strategy, we may periodically consider strategic acquisitions to expand our brands into
Previous wording
•expose us to risks inherent in entering into a new market or geographic region;
Current wording
•expose us to risks inherent in entering into new markets or geographic regions;
Previous wording
•encounter difficulties marketing to new consumers or managing geographically remote operations;
Current wording
•encounter difficulties marketing to new consumers or managing geographically dispersed
Previous wording
•incur costs relating to a potential acquisition that we fail to consummate, which we may not recover.
Current wording
•incur costs relating to potential acquisitions that we fail to consummate, which we may not recover.
Showing the first 40 of 92 pairs. Open the source sections for the rest.
Rearranged current paragraphs (247)
Current report — wording carried from elsewhere
are difficult to predict or beyond our control. As a result, investing in our common stock involves substantial risk.
Current report — wording carried from elsewhere
Before deciding to purchase, hold or sell our common stock, stockholders and potential stockholders should
Current report — wording carried from elsewhere
carefully consider the risks and uncertainties described below, in addition to the other information contained in or
Current report — wording carried from elsewhere
incorporated by reference into this Annual Report, as well as the other information we file with the SEC. If any of
Current report — wording carried from elsewhere
these risks are realized, our business, financial condition, results of operations, and prospects could be materially
Current report — wording carried from elsewhere
and adversely affected. In that case, the value of our common stock could decline, and stockholders may lose all or
Current report — wording carried from elsewhere
part of their investment. Furthermore, additional risks and uncertainties of which we are currently unaware, or which
Current report — wording carried from elsewhere
we currently consider to be immaterial, could have a material adverse effect on our business.
Current report — wording carried from elsewhere
risks and uncertainties including those described in this section. Refer to the section entitled“Cautionary Note
Current report — wording carried from elsewhere
Regarding Forward-Looking Statements” within this Annual Report for further information.
Current report — wording carried from elsewhere
if we do not accurately anticipate and promptly respond to consumer demand and spending patterns, we
Current report — wording carried from elsewhere
could lose sales, our relationships with customers could be harmed, and our brand loyalty could be
Current report — wording carried from elsewhere
tastes, which makes it difficult to anticipate demand for our products and forecast our results of operations. Our
Current report — wording carried from elsewhere
success depends, in part, on brand loyalty, and there can be no assurance that consumers will continue to prefer
Current report — wording carried from elsewhere
our brands. Consumer demand for our products relies on the continued strength of our brands, which in turn
Current report — wording carried from elsewhere
consumer spending patterns with appealing merchandise and effective brand-building initiatives. As our brands and
Current report — wording carried from elsewhere
social standards. Concerns related to product pricing, quality, design, technical performance, components or
Current report — wording carried from elsewhere
campaigns, partners, or endorsers, particularly where social media and digital marketing channels accelerate the
Current report — wording carried from elsewhere
failure to compete effectively could cause our market share to decline, which could harm our reputation and
Current report — wording carried from elsewhere
have a material adverse effect on our financial condition and results of operations.
Current report — wording carried from elsewhere
distribution resources than we do, as well as broader brand awareness, which may enable them to compete more
Current report — wording carried from elsewhere
material adverse effect on our financial condition and results of operations.
Current report — wording carried from elsewhere
product design, material purchases, inventory accumulation and the subsequent sale of the inventories, and
Current report — wording carried from elsewhere
accounts receivable collection. This cycle requires us to incur significant expenses relating to the design,
Current report — wording carried from elsewhere
manufacturing, and marketing of our products in advance of the realization of sales, and results in significant
Current report — wording carried from elsewhere
liquidity requirements and working capital fluctuations throughout our fiscal year, which may be amplified by supplier
Current report — wording carried from elsewhere
our global supply chain may drive higher inventory procurement positions that could negatively affect our working
Current report — wording carried from elsewhere
capital and gross margin as a result of selling excess quantities through close out channels. As a result, our
Current report — wording carried from elsewhere
more challenging. For example, if we overestimate demand for any products or styles, we may be forced to increase
Current report — wording carried from elsewhere
margin, and we may not be able to recover our investment in the development of new styles and product lines. On
Current report — wording carried from elsewhere
the other hand, if we underestimate demand, or if our independent manufacturing facilities are unable to supply
Current report — wording carried from elsewhere
products in sufficient quantities or on a timely basis, we may experience inventory shortages that may prevent us
Current report — wording carried from elsewhere
from fulfilling customer orders or result in delays in shipments to customers. If that occurred, we could lose sales,
Current report — wording carried from elsewhere
our relationships with customers could be harmed, and our brand loyalty could be diminished. In either event, these
Current report — wording carried from elsewhere
factors could have a material adverse effect on our results of operations.
Current report — wording carried from elsewhere
one of these facilities, or any disruptions caused by incorporating new facilities into our operations, could
Current report — wording carried from elsewhere
have a material adverse effect on our business.
Current report — wording carried from elsewhere
In the US, we distribute products primarily through self-managed warehouses and DCs in Moreno Valley, California,
Current report — wording carried from elsewhere
and in Mooresville, Indiana, which feature a complex warehouse management system that enables us to efficiently
Current report — wording carried from elsewhere
pack products for direct shipment to our customers and consumers. We could face a significant disruption in our
Showing the first 40 of 247 passages. Open the source sections for the rest.