Skechers U.S.A. Annual Report 2020

FY2020 Annual Report · Skechers U.S.A.

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228 Manhattan Beach Blvd. Manhattan Beach, California 90266SKECHERS USA, INC.2020REPORTANNUAL 2020 ANNUAL REPORTTo our Shareholders,

February 2021

We would like to express our sincere hope that you and your loved ones are staying safe and healthy during this
on-going health crisis.

We began 2020 with the same positive momentum that drove record revenues in 2019. The ﬁrst quarter
showed signiﬁcant growth until COVID-19 leaped from Asia to Europe, the United States and virtually every
market around the globe. By the end of March, most of the world pressed pause as the pandemic took hold and
within weeks, we temporarily closed ofﬁces and stores, and faced a new normal of doing business and living.

At Skechers, the ability to pivot quickly has been a hallmark of our business and success since our beginning.
2020 put our ﬂexibility to the test as we adapted to this new reality. With the global infrastructure we have in
place, our teams around the world were able to effectively work from home. The speed of our actions early
on allowed us to weather the worst of the pandemic in the ﬁrst and second quarters with as minimal impact
as possible considering the unprecedented challenges. By the close of the second quarter, China had already
returned to sales growth of 11.5 percent, and many of our biggest international markets, including Germany and
the United Kingdom, showed meaningful recovery.

Our quick action and our efforts to efﬁciently manage both inventory and expenses also resulted in Skechers
emerging in a relatively strong position as markets began to re-open. As the COVID crisis remained throughout
2020, we continued to manage our business with the uncertainty of the pandemic in mind. And we were
prepared and ready to react when cases surged in the fourth quarter and stores in markets around the world
closed again.

Along with securing the safety of our entire team, key actions we implemented in 2020 to navigate this difﬁcult
year were: developing fresh product with a focus on comfort; managing our inventory ﬂow to meet demand
globally; targeting our marketing to when and where we could drive sales; upgrading our direct-to-consumer
channel; and investing in our infrastructure and supply chain capabilities.

During the difﬁcult year, consumers wanted comfort and familiarity, especially essential workers and those
working or attending school from home. We remained a natural and trusted choice as comfort is the
cornerstone of our product, and we have a history of delivering quality and value across our collections for men,
women and children. The enhanced comfort and technology features inherent in our athletic, casual and work
footwear resulted in Skechers being a sought-after brand. Two big initiatives that resonated with consumers
in 2020 were Max Cushioning within our Skechers Performance division, which offers consumers maximum
comfort, and Arch Fit, which is our patented and podiatrist-certiﬁed support technology, both of which are now
offered in many different product lines—from sneakers and slip-ons, to boots and sandals. In addition are our
innovations, we created several limited-edition collections and buzz-worthy collaborations with known brands
and properties, including renowned muralist James Goldcrown. These special collections position the brand as
trendy, with both inﬂuencers and a younger demographic.

Remaining top of mind with consumers during this challenging year was as important to us as it was pre-
pandemic. We reached out through social media and digital channels when the stores were mainly closed
and continued to share relevant campaigns on broadcast media, primarily those that spoke to the comfort of
our footwear. The intention throughout 2020 was to remain targeted in our messaging, in both medium and
approach, in order to drive awareness and sales as markets re-opened.

When most retail stores around the world closed last spring, we quickly pivoted with added support for our
e-commerce business. Consumers responded, illustrating the need for the comfort and style of Skechers while
working at home. While an important distribution channel prior to COVID-19, Skechers e-commerce became
central to our business. This effort resulted in triple-digit growth in our company-owned e-commerce platforms
for the year.

We relaunched our domestic website to enhance the customer journey and create synergy online by adding
BOPIS (buy online, pick-up instore) and BOPAC (buy online, pick-up curbside) integration at most of our
domestic Skechers stores. This is a convenient shopping experience that many consumers desired due to the
pandemic, and we expect they’ll continue to look for in a post-pandemic world. Skechers also began updating

POS (point-of-sale) systems to better connect with our e-commerce channel. We believe this, along with the
planned 2021 upgrade of our loyalty program, will further enhance our omni-channel offering.

We continue to view our e-commerce channel as an opportunity for meaningful growth, as sales increased
signiﬁcantly on our domestic and international sites that we currently operate. We plan to launch additional
Skechers e-commerce sites across Europe and South America in the coming year. This will provide both a better
brand experience for consumers as well as a new sales channel for Skechers in many regions.

While store openings were delayed due to COVID, we did open several new Skechers locations in 2020. Among
the notable locations are ﬂagship stores on Via del Corso in Rome, Rue de Rivoli in Paris, and Oxford Street in
London, as well as our ﬁrst golf store at the famed Mission Hills golf resort in Shenzhen, China, and a store at
Shanghai Disney. At the end of 2020, there were 3,891 company- and third-party owned Skechers stores around
the world.

As we managed our business through the challenges of 2020, we looked to the future by upgrading and further
developing our global infrastructure. This included a new distribution facility in Colombia to better meet the
needs of our growing business in the country, as well as a facility in the United Kingdom to service the region
in the post-Brexit environment. The automation in our new 1.5 million square foot China distribution center
remains on track for full implementation in 2021, and we continue working on the expansion of our North
American distribution center, which will increase our facility size to 2.6 million square feet in 2022. These and
other improvements in our supply chain will ensure we are able to meet the growing needs of our business
around the world.

Despite the challenges of 2020, the Skechers brand performed exceptionally well where we were open with
strong sell-through and gross margins in the second half of the year. This resulted in improvements and even
growth in many markets and distribution channels. In the third quarter, sales increases included domestic
wholesale at 6.3 percent, China at 23.9 percent, and our total European business improving by 18.1 percent
with Germany producing the highest gains. And in the fourth quarter even with increased store closures, more
markets showed sales increases, including domestic wholesale at 1.2 percent and international wholesale at
2.5 percent. Driving the international growth was an increase of 29.7 percent in China, as well as our total
subsidiary business with an increase of 12.7 percent, led by Europe improving 22.9 percent, as well as Chile
also with signiﬁcant growth. Further, the fresh product we delivered contributed to full-year improvements in
many markets—including some of our largest such as China, Germany, and Chile, as well as our company-owned
e-commerce platforms.

Through the challenges of this pandemic, we have evolved into a more agile and focused company than ever
in our nearly 30-year history. We continue to invest for long-term growth, including improving our supply
chain in the United States, Asia and Europe and other select markets, scaling innovation within our operations,
and further enhancing our digital capabilities with the planned rollout of e-commerce platforms around the
world. Though we remain cautious due to the ongoing global health crisis, we are conﬁdent in the strength
and resilience of the Skechers brand as we see momentum building around the world as countries return to
normalcy. We believe that as markets re-open and foot trafﬁc improves in 2021, we will see more opportunities
and be able to meet the needs of consumers globally with our relevant product and enhanced infrastructure.

With our strong ﬁnancial position, plus the execution of our growth strategy, we believe we can drive expansion
of our international footprint and our direct-to-consumer relationships, thus delivering shareholder value.

Importantly, we would like to acknowledge the hard work of the entire Skechers organization, especially during
this most unique year. We couldn’t have weathered the storm in such good shape without all their hard work.
Managing a business in the midst of a global health crisis requires dedication and resilience at all levels. We are
proud of the Skechers global team as they faced the incredible challenges with understanding, professionalism
and care for the brand and one another.

Robert Greenberg
Robert Greenberg
Chairman and CEO

Michael Greenberg
Michael Greenb
President

This annual report contains forward-looking statements that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, without limitation, our future domestic and
international growth, ﬁnancial results and operations including expected net sales, margins, cash ﬂow and earnings, liquidity and capital resources, inventory levels
and orders, our development of new products, future demand for our products, our planned domestic and international expansion and opening of new stores and our
advertising and marketing initiatives. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or simply state future
results, performance or achievements of our company, and can be identiﬁed by the use of forward-looking language such as “believe,” “anticipate,” “expect,” “estimate,”
“intend,” “plan,” “project,” “will be,” “will continue,” “will result,” “could,” “may,” “might,” or any variations of such words with similar meanings. Any such statements are
subject to risks and uncertainties that could cause our actual results to differ materially from those which are management’s current expectations or forecasts. Such
information is subject to the risk that such expectations or forecasts, or the assumptions underlying such expectations or forecasts, become inaccurate. Please see “Special
Note on Forward-Looking Statements” on page one of our 2020 annual report on Form 10-K for a discussion of some of the risk factors that could cause actual results to
materially differ. The risks included there are not exhaustive. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time and
we cannot predict all such risk factors, nor can we assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance
on forward-looking statements as a prediction of actual results. Moreover, reported results should not be considered an indication of our future performance.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(cid:3)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

(cid:4) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-14429

SKECHERS U.S.A., INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

95-4376145
(I.R.S. Employer Identification No.)

228 Manhattan Beach Blvd.,
Manhattan Beach, California 90266
(310) 318-3100
(Address, including zip code, and telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Class A Common Stock, par value $0.001 per share
(Title of each class)

SKX
(Trading symbol)

New York Stock Exchange
(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3) No (cid:4)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No (cid:3)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes (cid:3) No (cid:4)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes (cid:3) No (cid:4)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth
company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.

Large accelerated filer
Non-accelerated filer

(cid:3)
(cid:4)

Accelerated filer
Smaller reporting company
Emerging growth company

(cid:4)
(cid:4)
(cid:4)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:4)

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. (cid:3)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:4) No (cid:3)
As of June 30, 2020, the aggregate market value of the voting and non-voting Class A and Class B Common Stock held by non-affiliates of the registrant was
approximately $4.3 billion based upon the closing price of $31.38 of the Class A Common Stock on the New York Stock Exchange on such date.

The number of shares of Class A Common Stock outstanding as of February 15, 2021: 136,729,982.

The number of shares of Class B Common Stock outstanding as of February 15, 2021: 21,016,133.

Portions of the registrant’s Definitive Proxy Statement issued in connection with the 2021 Annual Meeting of the Stockholders of the registrant are incorporated by
reference into Part III.

DOCUMENTS INCORPORATED BY REFERENCE

SKECHERS U.S.A., INC. AND SUBSIDIARIES
TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2020

PART I

BUSINESS......................................................................................................................................................................
ITEM 1.
ITEM 1A. RISK FACTORS ............................................................................................................................................................
ITEM 1B. UNRESOLVED STAFF COMMENTS .........................................................................................................................
PROPERTIES.................................................................................................................................................................
ITEM 2.
LEGAL PROCEEDINGS...............................................................................................................................................
ITEM 3.
ITEM 4. MINE SAFETY DISCLOSURES ..................................................................................................................................

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES...............................................................................................................
SELECTED FINANCIAL DATA..................................................................................................................................

ITEM 6.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS...........................................................................................................................................................
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..............................................
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............................................................................
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
ITEM 9.

DISCLOSURE...........................................................................................................................................................
ITEM 9A. CONTROLS AND PROCEDURES...............................................................................................................................
ITEM 9B. OTHER INFORMATION ..............................................................................................................................................

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .......................................................
ITEM 11. EXECUTIVE COMPENSATION..................................................................................................................................
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS ..................................................................................................................................
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE............
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES ................................................................................................

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES..............................................................................................
ITEM 16. FORM 10-K SUMMARY ..............................................................................................................................................
SIGNATURES................................................................................................................................................................

PART IV

2
9
18
18
19
20

21
22
23

29
30
55

55
58

58
58
58

58
58

58
58
63

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that are made pursuant to the safe harbor provisions of
the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), including statements with regards to future revenue, projected operating results, earnings,
spending, margins, cash flow, orders, expected timing of shipment of products, inventory levels, future growth or success in specific
countries, categories or market sectors, continued or expected distribution to specific retailers, liquidity, capital resources and market
risk, strategies and objectives. Forward-looking statements include, without limitation, any statement that may predict, forecast,
indicate or simply state future results, performance or achievements, and can be identified by the use of forward-looking language
such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will be,” “will continue,” “will result,” “could,”
“may,” “might,” or any variations of such words with similar meanings. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those projected in forward-looking statements, and reported
results shall not be considered an indication of our future performance. Factors that might cause or contribute to such differences
include:

•

the COVID-19 pandemic and its adverse impact on our business, our operations, and our sales and results of operations
around the world;

global economic, political and market conditions, including the challenging consumer retail market;

our ability to maintain our brand image and to anticipate, forecast, identify, and respond to changes in fashion trends,
consumer demand for the products and other market factors;

our ability to remain competitive among sellers of footwear for consumers, including in the highly competitive
performance footwear market;

our ability to sustain, manage and forecast our costs and proper inventory levels;

the loss of any significant customers, decreased demand by industry retailers and the cancellation of order commitments;

our ability to continue to manufacture and ship our products that are sourced in China and Vietnam, which could be
adversely affected by various economic, political, health or trade conditions, or a natural disaster in China or Vietnam;

our ability to predict our revenues, which have varied significantly in the past and can be expected to fluctuate in the
future due to a number of reasons, many of which are beyond our control; and

sales levels during the spring, back-to-school and holiday selling seasons.

The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely
impact our business, financial condition and results of operations. Moreover, we operate in a very competitive and rapidly changing
environment, and new risk factors emerge from time to time. We cannot predict all such risk factors, nor can we assess the impact of
all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ
materially from those contained in any forward-looking statements. Given these inherent and changing risks and uncertainties,
investors should not place undue reliance on forward-looking statements, which reflect our opinions only as of the date of this annual
report, as a prediction of actual results. We undertake no obligation to publicly release any revisions to the forward-looking statements
after the date of this document, except as otherwise required by reporting requirements of applicable federal and state securities laws.

ITEM 1.

BUSINESS

PART I

Skechers U.S.A., Inc. was incorporated in California in 1992 and reincorporated in Delaware in 1999. Skechers U.S.A., Inc., its
consolidated subsidiaries and certain variable interest entities (“VIEs”) of which it is the primary beneficiary, is referred to throughout
this annual report as “we,” “us,” “our,” “the Company” and “Skechers” unless otherwise indicated. Reference in this annual report to
“sales” refers to Skechers’ net sales reported under generally accepted accounting principles in the United States (“U.S.”). Our internet
address is www.skechers.com. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Form
3’s, 4’s and 5’s filed on behalf of directors, officers and 10% stockholders, and any amendments to those reports filed or furnished
pursuant
the Exchange Act are available free of charge on our corporate website,
www.investors.skechers.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.
Securities and Exchange Commission
filings at
www.investors.skechers.com or at the SEC’s website at www.sec.gov.

to Section 13(a) or 15(d) of

learn more about us by

(“SEC”). You can

reviewing

such

GENERAL

We design and market Skechers-branded lifestyle footwear for men, women and children, and performance footwear for men
and women under the Skechers Performance brand name. We also design and market men’s and women’s Skechers branded lifestyle
apparel, and license the Skechers brand to others for accessories, pet accessories, leather goods, eyewear and scrub manufacturers,
among others. Skechers footwear reflects a combination of innovation, style, comfort, quality and value that appeals to a broad range
of consumers. Our product offering is sold through department and specialty stores, athletic and independent retailers, boutiques and
online retailers. In addition to wholesale distribution, our footwear is available on our direct-to-consumer websites and in our own
retail stores. Our objective is to profitably grow our operations worldwide while leveraging our recognizable Skechers brand through
our diversified product lines, innovative advertising and diversified distribution channels.

We seek to offer consumers a vast array of footwear that satisfies their active, casual, dress casual and athletic footwear needs.
Our core consumers are attracted to our relevant brand image, fashion-forward designs, affordable and comfortable product, as well as
athletes and fitness enthusiasts attracted to our performance footwear. Many of our best-selling and core styles are also developed for
children with colors and materials that reflect a playful image appropriate for this demographic. Further, we offer children a unique
collection of footwear designed just for them, including those with innovative light technology.

We believe that brand recognition is an important element for success in the footwear business. We have aggressively marketed
our brands through comprehensive marketing campaigns for men, women and children. During 2020, the Skechers brand was
supported by print, television, digital, radio and outdoor campaigns as well as donation events for BOBS from Skechers. To further
drive recognition, we have enlisted numerous celebrities, former and current athletes, and influencers to appear in our campaigns. In
2020, our brand ambassadors included Sugar Ray Leonard, Tony Romo, Howie Long, and Brooke Burke, along with athletes Edward
Cheserek, Meb Keflezighi, Matt Kuchar and Brooke Henderson.

Since 1992, when we introduced our first line, Skechers USA Sport Utility Footwear, we have expanded our product offering
and grown our sales while substantially increasing the breadth and penetration of our account base. Our men’s, women’s and
children’s product lines benefit from the Skechers reputation for style, quality, comfort, innovation and affordability. Our Performance
lines benefit from our marketing, product development, technology, and feedback from athletes and wear testers. To promote
innovation and brand relevance, we manage our product lines through separate dedicated sales and design teams.

SKECHERS LINES

We offer a wide array of Skechers-branded footwear lines for men, women and children, many of which have categories that
have developed into well-known names. Most of these categories are marketed and packaged with unique shoe boxes, hangtags and
in-store support.

Lifestyle Brands. Our lifestyle offering includes multiple categories such as Skechers USA, Skechers Sport, Skechers Active,
Modern Comfort, Skechers Street, Mark Nason, the charity-minded BOBS from Skechers collection, among others. Comfort, style
and value are at the cornerstone of our vast lifestyle collections. Types of footwear sold under this division include casual, casual
athletic, sport athletic, trail, sandals, boots, and retro fashion. Innovation is also important within our lifestyle offering and select styles
across many lines include a patented Arch Fit insole design for podiatrist-certified arch support and Goodyear Performance Outsoles
for enhanced traction, stability and durability. Also within our lifestyle collections are collaborations with known brands and
properties—including street artists, influential boutiques and manga characters.

Performance Brands. Skechers Performance encompasses several technical footwear lines, each designed with a focus on
specific activities to maximize performance and promote comfort. The Skechers Performance division designs footwear to utilize the
latest advancements in materials and innovative design, including lightweight ULTRA GO and HYPER BURST midsole compounds
for comfort and responsive feedback. Skechers Performance includes the lines of Skechers GOrun, Skechers GOwalk, Skechers
GOtrain, Skechers GOtrail, and Skechers GO Golf. Additional features found in select styles across multiple categories include Arch
Fit insoles, Goodyear Performance Outsoles, and Max Cushioning designs.

Skechers Kids. Skechers Kids is comprised of a wide range of sneakers, casuals, boots, and sandals for boys and girls of all ages
– pairing the latest trends with innovative comfort technology. The Skechers Kids offering includes its namesake collection; Skechers
Mega-Craft; S-Lights; SKECH-AIR; Foamies, Twinkle Toes; Z-Strap; Skechers Stretch Fit; and Skechers Street. Skechers Kids also
includes shoes that are designed as “takedowns” of their adult counterparts, allowing younger consumers the opportunity to wear the
same popular styles as their older siblings and schoolmates. This “takedown” strategy maintains the product’s integrity by offering
premium leathers, hardware and outsoles without the costs involved in designing and developing new products. In addition, we adapt
current fashions from our men’s and women’s lines by modifying designs and choosing colors and materials that are more suitable for
the playful image that we have established in the children’s footwear market.

Skechers Work. Skechers Work offers a complete line of men’s and women’s slip-resistant and safety-toe casuals, boots, hikers
and athletic shoes for professionals who use protective footwear across a wide range of work environments. Skechers Work styles
include safety features such as steel, composite and lightweight safety toes; puncture resistance; waterproofing and electrostatic-
dissipative technology, as well as Skechers’ comfort technologies such as Relaxed Fit construction; Max Cushioning; Skechers
Memory Foam insoles and Arch Fit insoles. Designed for men and women working in jobs with certain safety requirements, these
durable styles are constructed on high-abrasion, long-wearing soles for prolonged durability.

In addition, Skechers designs and markets a collection of lifestyle apparel for men, women and kids. The collection features the
same Skechers characteristics that consumers around the world have come to expect from the brand. The activewear garments are
designed to directly coordinate with the brand’s footwear initiatives. The Skechers apparel collection is sold at Skechers retail stores,
to our domestic wholesale accounts and select international partners.

PRODUCT DESIGN AND DEVELOPMENT

Our principal goal in product design is to develop innovative, comfortable, stylish, quality footwear at a reasonable price for the
entire family. Our footwear is designed for active lifestyles and consumers needing comfort in their footwear from fashionable 18- to
34-year-olds, to a broader base of 5- to 50-year-olds, and even an exclusive selection for infants and toddlers. Designed by the
Skechers Performance Division, our performance products are for professional and recreational athletes who want a technical shoe
that performs under the demands of competition.

We believe that our products’ success is related to our ability to recognize trends in the footwear markets and to design products
that anticipate and accommodate consumers’ ever-evolving preferences. Lifestyle trend information is compiled and analyzed by our
designers in various ways, including reviewing and analyzing pop culture, clothing, and trend-setting media; traveling to domestic and
international fashion markets to identify and confirm current trends; consulting with our customers for information on current retail
selling trends; participating in major footwear trade shows to stay abreast of popular brands, fashions and styles; and subscribing to
various fashion and color information services. In addition, a key component of our design philosophy is to continually reinterpret and
develop our successful styles in our brands’ images.

SOURCING

Factories. Our products are produced by independent contract manufacturers located primarily in Asia. We do not own or
operate any manufacturing facilities. We believe that the use of independent manufacturers substantially increases our production
flexibility and capacity, while reducing capital expenditures and avoiding the costs of managing a large production work force.

When possible, we seek to use manufacturers that have previously produced our footwear, which we believe enhances
continuity and quality while controlling production costs. To help avoid disruption of our product supply due to political instability,
civil unrest, economic instability, changes in government policies or regulations, natural and manmade disasters, and other risks, we
source product from multiple facilities across multiple countries. We believe that the existing production capacity at our third-party
manufacturers’ facilities is sufficient to handle expected volume in the foreseeable future.

We finance our production activities in part through the use of interest-bearing open purchase arrangements with certain of our
contract manufacturers. These facilities currently bear interest at a rate between 0.0% and 0.4% for 30- to 60-day financing, depending
on the factory. We believe that the use of these arrangements affords us additional liquidity and flexibility. We do not have any long-
term contracts with any of our manufacturers. However, we have long-standing relationships with many of our contract manufacturers
and believe our relationships to be good.

Production Oversight. To safeguard product quality and consistency, we oversee the key aspects of production from initial
prototype manufacture, through initial production runs, to final manufacture. Monitoring of all production is performed in the U.S. by
our in-house production department and in Asia through staff working from our offices in China and Vietnam. We believe that our
Asia presence allows us to negotiate supplier and manufacturer arrangements more effectively, decrease product turnaround time, and
ensure timely delivery of finished footwear. In addition, we require our manufacturers to operate in a manner consistent with the
Skechers Supplier Code of Conduct posted on our corporate website. We partner with factories that ensure humane conditions for their
employees and we engage in routine auditing and monitoring procedures to ensure that those who contribute to our product are treated
with the civility and respect they deserve.

Quality Control. We believe that quality control is an important and effective means of maintaining the quality and reputation of
our products. Our quality control program is designed to ensure that not only finished goods meet our established design
specifications, but also that all goods bearing our trademarks meet our standards for quality. Our quality control personnel located in
China and Vietnam perform an array of inspection procedures at various stages of the production process, including examination and
testing of prototypes of key raw materials prior to manufacture, samples and materials at various stages of production and final
products prior to shipment. Our employees are on-site at each of our major manufacturers to oversee production. For some of our
lower volume manufacturers, our staff is on-site during significant production runs, or we will perform unannounced visits to their
manufacturing sites to further monitor compliance with our manufacturing specifications.

Sustainability. We believe that sustainability is an important responsibility in managing our business. We have worked to make
our packaging more sustainable for the more-than-150 million pairs of Skechers that consumers purchase every year. Since 2016,
we’ve reduced our products’ packaging plastics by 85% down to 10% of our foot forms, and have made remaining plastics completely
recyclable. Many facilities can now recycle 93% of Skechers-branded shoeboxes, and all of our foot forms and tissue paper packaging
is also recyclable and printed with soy-or water-based ink. We are proud to have 99% of our shoes packaged in shoeboxes that meet
the FSC® standard for responsible resources, and we are continually looking out for new ways to improve with green materials,
regular assessments, and assurance that our items are FSC-certified, recycled or ethically harvested.

Our shipping methods reflect our green-minded approach to sustainability: master cartons are printed with soy-or-water-based
ink and are 100% recyclable, and at the distribution centers managing more than 90% of our business, our outbound shipping cartons
are made with 96%-100% recyclable materials and are 100% recyclable.

Many of our facilities are designed and operated with sustainability in mind, including America’s largest LEED Gold certified
distribution facility in Rancho Belago, California. Our new corporate headquarters in Manhattan Beach, California are also being
designed and developed to qualify for LEED certification.

Product Styles. We closely monitor sales activity after initial introduction of a product in our concept stores and on-line to
determine whether there is substantial demand for a style, thereby aiding us in our sourcing decisions. Styles that have substantial
consumer appeal are highlighted in upcoming collections or offered as part of our periodic style offerings, while less popular styles
can be discontinued after a limited production run. We believe that sales in our concept stores can also help forecast sales in national
retail stores, and we share this sales information with our wholesale customers. Sales, merchandising, production and allocations
management analyze historical and current sales along with market data from our wholesale account base and our own retail stores to
develop an internal product quantity forecast that allows us to manage our future production and inventory levels. For those styles
with high sell-through percentages, we maintain an in-stock position to minimize the time necessary to fill customer orders by placing
orders with our manufacturers prior to the time we receive customers’ orders for such footwear.

ADVERTISING AND MARKETING

With a marketing philosophy of “Unseen, Untold, Unsold,” we take a targeted approach to marketing to drive traffic, build
brand recognition and properly position our diverse lines within the marketplace. Senior management is directly involved in shaping
our image and the conception, development and implementation of our advertising and marketing activities. Our marketing plan has
an omni-channel approach, and we utilize print, outdoor, television, radio, and digital, along with public relations, influencers and
social media, promotions, and in-store events. In addition, we utilize celebrity endorsers in some of our advertisements. We also
believe our websites are effective marketing tools to consumers. We have historically budgeted advertising as a percentage of
projected sales.

PRODUCT DISTRIBUTION CHANNELS

We have three reportable segments: Domestic Wholesale, International Wholesale, and Direct-to-Consumer. In the U.S., our
products are available through a network of wholesale customers comprised of department, athletic and specialty stores and online
retailers. Internationally, our products are available through wholesale customers in more than 170 countries and territories via our
global network of distributors as well as through our subsidiaries in Asia, Europe, Canada, Central America and South America.
Skechers owns and operates retail stores both domestically and internationally through three integrated retail formats—concept,
factory outlet and warehouse outlet stores. Each of these channels serves an integral function in the global distribution of our products.

In addition, 18 distributors and 51 licensees have opened and operate 799 distributor-owned or -licensed Skechers retail stores and
1,771 licensee-owned Skechers retail stores, respectively, as of December 31, 2020.

Domestic Wholesale. We distribute our footwear through the following domestic wholesale distribution channels: big-box
footwear stores, department stores, wholesale clubs, specialty stores, athletic specialty shoe stores, independent retailers, and internet
retailers. Skechers footwear is available in a variety of wholesale customers, many of whom may operate stores within the same retail
location due to our distinct product lines, variety of styles and the price criteria of their specific customers. Management has a clearly
defined growth strategy for each of our channels of distribution. An integral component of our strategy is to offer our accounts the
highest level of customer service so that our products will be fully represented in existing and new customer retail locations.

In an effort to provide knowledgeable and personalized service to our wholesale customers, the sales force is segregated by
product line, each of which is headed by a vice president or national sales manager. Reporting to each sales manager are
knowledgeable account executives and territory managers. The vice presidents and national sales managers report to our senior vice
president of sales. All of our vice presidents and national sales managers are compensated on a salary basis, while our account
executives and territory managers are compensated on a commission basis. None of our domestic sales personnel sells competing
products.

International Wholesale. Our products are sold in more than 170 countries and territories throughout the world. We generate
revenues from outside the U.S. from three principal sources: (i) sales to department stores and specialty retail stores through our joint
ventures in Mexico, Asia and the Middle East, as well as through our subsidiaries in the Americas, Europe, and Asia; (ii) sales to
international distributors who deliver our footwear to department stores, specialty retail stores and third-party-owned Skechers stores
in select countries and territories across Asia, South America, Africa, the Middle East and Australia; and (iii) to a lesser extent,
royalties from licensees who manufacture and distribute our non-footwear products abroad.

We believe that international distribution of our products represents a significant opportunity to increase sales and profits. We
intend to further increase our share of the international footwear market by heightening our marketing in those countries in which we
currently have a presence through our international advertising campaigns, which are designed to establish Skechers as a global
lifestyle and performance brand.

The following subsidiaries and joint ventures merchandise, market and distribute product to generate sales in their named

countries, and we consolidate their results in our financial statements:

•

International Subsidiaries

Canada – We currently operate through Skechers USA Canada, Inc. with its offices and showrooms outside Toronto in
Mississauga, Ontario. Product sold in Canada is primarily sourced from our U.S. distribution center in California. We have
company-owned retail stores in key locations across Canada.

Europe – We currently operate in Europe through the following subsidiaries: Skechers USA Ltd., with its offices and
showrooms in London, England; Skechers S.a.r.l., with its offices in Lausanne, Switzerland; Skechers USA France S.A.S., with
its offices and showrooms in Paris, France; Skechers USA Deutschland GmbH, with its offices and showrooms in Dietzenbach,
Germany; Skechers USA Iberia, S.L., with its offices and showrooms in Madrid, Spain; Skechers USA Benelux B.V., with its
offices and showrooms in Waalwijk, the Netherlands; Skechers USA Italia S.r.l., with its offices and showrooms in Milan, Italy;
and Skechers CEE, Kft. with its offices and showrooms in Budapest, Hungary as well as regional showrooms in Albania,
Bosnia-Herzegovina, Bulgaria, Croatia, the Czech Republic, Kosovo, Macedonia, Moldova, Montenegro, Romania, Serbia,
Slovakia and Slovenia. To accommodate our European subsidiaries’ operations, we operate a 1.8 million square-foot
distribution center in Liege, Belgium.

India – We currently operate through Skechers South Asia Private Limited and Skechers Retail India Private Limited.

Japan – We currently operate through our subsidiary, Skechers Japan GK, with its offices and showrooms located in

Tokyo, Japan. Product sold in Japan is primarily shipped directly from our contract manufacturers’ factories in China.

South America and Central America – We currently operate in South America and Central America through the following
subsidiaries: Skechers Do Brasil Calcados LTDA, with its offices and showrooms located in Sao Paulo, Brazil;
Comercializadora Skechers Chile Limitada, with its offices and showrooms located in Santiago, Chile; and Skechers Latin
America LLC, with its offices and showrooms in Panama City, Panama as well as regional showrooms in Panama, Peru,
Colombia and Costa Rica. Our Latin America subsidiary also distributes products in the Caribbean, Ecuador, Guatemala, El
Salvador, Honduras and Nicaragua. Product sold in South America and Central America is primarily shipped directly from our
contract manufacturers’ factories in China and Vietnam.

•

International Joint Ventures

China and Hong Kong – We have a 50% interest in a joint venture in China and a minority interest in a joint venture in
Hong Kong. Under the joint venture agreements, the joint venture partners contribute capital in proportion to their respective
ownership interests.

Israel – We have a 51% interest in Skechers Ltd. (Israel). Under the joint venture agreement, the joint venture partners

contribute capital in proportion to their respective ownership interests.

Mexico – We have a 60% interest in Manhattan SKMX, S. de R.L. de C.V. (“Skechers Mexico”). Under the joint venture

agreement, the joint venture partners contribute capital in proportion to their respective ownership interests.

South Korea – We have a 65% interest in Skechers Korea Co., Ltd. Under the joint venture agreement, the joint venture

partners contribute capital in proportion to their respective ownership interests.

Malaysia, Singapore and Thailand – We have a 50% interest in a joint venture in Malaysia and Singapore, and a 51%
interest in a joint venture in Thailand. Under the joint venture agreements, the joint venture partners contribute capital in
proportion to their respective ownership interests.

•

Distributors and Licensees

Where we do not sell directly through our international subsidiaries and joint ventures, our footwear is distributed through
a network of more than 23 distributors who sell our products to department, athletic and specialty stores. As of December 31,
2020, we also had agreements with 18 of these distributors and 51 licensees regarding 799 distributor-owned or licensed
Skechers retail stores and 1,771 licensee-owned Skechers retail stores. Our distributors, licensees and franchisees own and
operate the following retail stores in more than 170 countries around the world:

Number of Store
Locations at
December 31,
2019

Opened during
2020

Closed during
2020

Number of Store
Locations at
December 31,
2020

Distributor, licensee and franchise stores

Africa............................................................................................
Asia...............................................................................................
Australasia ....................................................................................
Central America ...........................................................................
Europe ..........................................................................................
Middle East...................................................................................
North America ..............................................................................
South America ..............................................................................
Total distributor, licensee and franchise stores ............................

60
1,694
109
16
303
164
12
35
2,393

8
350
12
3
53
2
—
2
430

(1)
(247)
—
—
(4)
(1)
—
—
(253)

67
1,797
121
19
352
165
12
37
2,570

Distributors and licensees are responsible for their respective stores’ operations, have ownership of their respective stores’
assets, and select the broad collection of our products to sell to consumers in their regions. In order to maintain a globally consistent
image, we provide architectural, graphic and visual guidance and materials for the design of the stores, and we train the local staff on
our products and corporate culture. We intend to expand our international presence and global recognition of the Skechers brand name
by continuing to sell our footwear to foreign distributors and by opening retail stores with distributors that have local market expertise.

Direct-to-Consumer. We pursue our direct-to-consumer strategy through our integrated retail formats: e-commerce, concept
stores, factory outlet and warehouse outlet stores. Our formats enable us to promote the full Skechers product offering in an attractive
environment that appeals to a broad group of consumers.

•

E-commerce – Our company-owned e-commerce business enable consumers to shop, browse, find store locations,
socially interact, post a shoe review, and immerse themselves in our brands. Additionally, the e-commerce business
provides an efficient and effective retail distribution channel, which has improved our customer service and brand
experience.

Concept Stores – Our concept stores are located at high street locations, major tourist areas or in key shopping malls in
metropolitan cities. Our concept stores have a threefold purpose in our operating strategy. First, concept stores serve as a
showcase for a wide range of our product offering for the current season, as we estimate that our average wholesale
customer carries no more than 5% of the complete Skechers line in any one location. Our concept stores showcase our
products in an attractive, easy-to-shop open-floor setting, providing the consumer with the complete Skechers story.
Second, retail locations are generally chosen to generate maximum marketing value for the Skechers brand name through
signage, store front presentation and interior design. Domestic locations include concept stores at Times Square, and
34th Street, in New York; Powell Street in San Francisco: Santa Monica’s Third Street Promenade; Ala Moana Center in

Hawaii; South Beach Miami’s Lincoln Road and Las Vegas’ Grand Canal Shoppes at the Venetian. International locations
include Oxford Street and Covent Garden in London; Rue de Rivoli in Paris; Via del Corso in Rome; Kaufingerstraße in
Munich; Toronto’s Eaton Centre; and the Shinsaibashi shopping district of Osaka, Harajuku and Shibuya in Tokyo. The
stores are typically designed to create a distinctive Skechers look and feel, and enhance customer association of the
Skechers brand name with current youthful lifestyle trends and styles. Third, the concept stores serve as marketing and
product testing venues. We believe that product sell-through information and rapid customer feedback derived from our
concept stores enables our design, sales, merchandising and production staff to respond to market changes and new
product introductions. Such responses serve to augment sales and limit our inventory markdowns and customer returns.

The typical Skechers concept store is approximately 3,000 square feet, although in certain markets we have concept stores
ranging from 600 square feet to 14,300 square feet. When deciding where to open concept stores, we identify top
geographic markets in larger metropolitan cities around the world.

Factory Outlet Stores – Our factory outlet stores are generally located in manufacturers’ direct outlet centers in the U.S.
and in select international markets. Our factory outlet stores provide opportunities for us to sell discontinued and excess
merchandise, thereby reducing the need to sell such merchandise to discounters at excessively low prices and potentially
compromise the Skechers brand image. Skechers’ factory outlet stores range in size from approximately 850 to
24,100 square feet. Unlike our warehouse outlet stores, inventory in these stores is supplemented by certain first-line
styles sold at full retail price points.

Warehouse Outlet Stores – Our free-standing and attached warehouse outlet stores, which are primarily located
throughout the U.S. and Canada, enable us to liquidate excess merchandise, discontinued lines and odd-size inventory that
would otherwise typically be sold to discounters at excessively low prices, which could compromise the Skechers brand
image. Skechers’ warehouse outlet stores are typically larger than our factory outlet stores ranging in size from
approximately 4,000 to 30,600 square feet. We seek to open our warehouse outlet stores in areas that are in close
proximity to our concept stores to facilitate the timely transfer of inventory that we want to liquidate as soon as
practicable.

•

Store count, openings and closings for our domestic, international and consolidated joint venture stores are as follows:

Number of Store
Locations at
December 31,
2019

Opened during
2020

Closed during
2020

Number of Store
Locations at
December 31,
2020

Domestic stores

Concept.........................................................................................
Factory Outlet...............................................................................
Warehouse Outlet .........................................................................
Domestic stores total ....................................................................

International stores

Concept.........................................................................................
Factory Outlet...............................................................................
Warehouse Outlet .........................................................................
International stores total ...............................................................

Joint venture stores

China ............................................................................................
Hong Kong ...................................................................................
Israel .............................................................................................
Mexico..........................................................................................
South Korea ..................................................................................
South East Asia ............................................................................
Joint venture stores total...............................................................
Total domestic, international and joint venture stores.................

LICENSING

109
171
217
497

200
93
10
303

157
47
15
81
17
37
354
1,154

3
2
31
36

21
9
1
31

111
2
2
4
—
23
142
209

(7)
(1)
(2)
(10)

(1)
(2)
—
(3)

(23)
(3)
—
(1)
(2)
—
(29)
(42)

105
172
246
523

220
100
11
331

245
46
17
84
15
60
467
1,321

We believe that selective licensing of the Skechers brand name and our product line names to manufacturers may broaden and
enhance the individual brands without requiring significant capital investments or additional incremental operating expenses. Our
multiple product lines plus additional subcategories present many potential licensing opportunities on terms with licensees that we
believe will provide more effective manufacturing, distribution or marketing of non-footwear products. We believe that the reputation
of Skechers and its history in launching brands has also enabled us to partner with reputable non-footwear brands to design and market
their footwear.

As of December 31, 2020, we had 23 active domestic and international licensing agreements in which we are the licensor. These
include Skechers-branded kids’ apparel; bags, backpacks and lunch boxes; belts, wallets and travel accessories, and watches for adults
and kids; headwear, socks and shoe care; prescription and sunglass eyewear; outerwear, swimwear, underwear, sleepwear and medical
scrubs; fitness and yoga accessories; headwear; and cold weather products. Additional category-specific collections include Skechers
Sport apparel, bags, backpacks and headwear; Twinkle Toes backpacks and lunchboxes; Skechers Work socks and Skechers Go Golf
apparel for men and women. We also have BOBS from Skechers pet accessories in Petco. We have international licensing agreements
for the design and distribution of prescription and sunglass eyewear globally; men’s, women’s and kids’ apparel in the United
Kingdom; kids’ apparel in Europe; socks and watches throughout Europe; bags and backpacks in the Philippines, Taiwan, Australia,
New Zealand, Europe Russia, Scandinavia and the Middle East; medical scrubs in the Middle East, United Kingdom, Australia, and
New Zealand; apparel, socks, headwear, bags, and backpacks in Indonesia; apparel, socks, and bags in Mexico; bags, backpacks,
luggage, wallets, watches, medical scrubs and accessories in Latin America; apparel, bags, and backpacks, headwear, socks, and shoe
care Turkey; socks in Japan and watches in the Philippines.

DISTRIBUTION FACILITIES AND OPERATIONS

We believe that strong distribution support is a critical factor in our operations. Once manufactured, our products are packaged
in shoe boxes bearing bar codes that are shipped either: (i) to our approximate 2.8 million square-foot North American distribution
center located in California, (ii) to our approximate 1.8 million square-foot European Distribution Center located in Belgium, (iii) to
our company-operated distribution centers or third-party distribution centers in Central America, South America and Asia, or
(vi) directly from third-party manufacturers to our other international customers and other international third-party distribution centers.
Upon receipt at either of the distribution centers, merchandise is inspected and recorded in our management information system and
packaged according to customers’ orders for delivery. Merchandise is shipped to customers by whatever means each customer
requests, which is usually by common carrier. The distribution centers have multi-access docks, enabling us to receive and ship
simultaneously, and to pack separate trailers for shipments to different customers at the same time. We have an electronic data
interchange system which is linked to some of our larger customers. This system allows these customers to automatically place orders
with us, thereby eliminating the time involved in transmitting and inputting orders, and it includes direct billing and shipping
information.

INTELLECTUAL PROPERTY RIGHTS

We own and utilize a variety of trademarks, including the Skechers trademark. We have a significant number of both
registrations and pending applications for our U.S. trademarks. In addition, we have trademark registrations and trademark
applications in approximately 155 foreign countries. We also have design patents and pending design and utility patent applications in
both the U.S. and approximately 39 foreign countries. We continuously look to increase the number of our patents and trademarks
both domestically and internationally, where necessary to protect valuable intellectual property. We regard our trademarks and other
intellectual property as valuable assets, and believe that they have significant value in marketing our products. We vigorously protect
our trademarks against infringement, including through the use of cease and desist letters, administrative proceedings and lawsuits.

COMPETITION

The global footwear industry is a competitive business. Although we believe that we do not compete directly with any single
company with respect to its entire range of products, our products compete with other branded products within their product category
as well as with private label products sold by retailers, including some of our customers. Our footwear competes with footwear offered
by companies such as Columbia Sportswear Company, Nike, Inc., Crocs, Inc., Deckers Outdoor Corporation, Kenneth Cole
Productions Inc., Steven Madden, Ltd., V.F. Corporation, Adidas AG, Reebok International, Puma SE, ASICS America Corporation,
New Balance Athletic Shoe, Inc., Under Armor Inc. and Wolverine World Wide, Inc. These and other competitors pose challenges to
our market share in domestic and international markets. We also compete with numerous manufacturers, importers and distributors of
footwear for the limited shelf space available for displaying such products to the consumer. Moreover, the general availability of
contract manufacturing capacity allows ease of access by new market entrants. Some of our competitors are larger, have been in
existence for a longer period of time, have strong brand recognition, have captured greater market share and/or have substantially
greater financial, distribution, marketing and other resources than we do.

EMPLOYEES

As of December 31, 2020, we employed approximately 11,700 persons, of whom approximately 5,900 were employed on a full-

time basis and approximately 5,800 were employed on a part-time basis, primarily in our retail stores. As a family-focused brand,
Skechers was founded on the philosophy of putting people first – offering comfort and care to its employees and customers, and
supporting both with dignity and respect. Human rights is a core value at the heart of how we conduct our business, at every level of
our company – from our factories to our suppliers.

ITEM 1A. RISK FACTORS

In addition to the other information in this annual report, the following factors should be considered in evaluating us and our

business.

Risks Related to COVID-19

The COVID-19 Pandemic Has Had, And May Continue To Have, A Material Adverse Effect On Our Business And Results Of
Operations.

Impact on Global Economy and on Our Business and Financial Performance

The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains,
and created significant volatility and disruption of financial markets. The COVID-19 pandemic has had, and may continue to have, a
material adverse impact on our business and financial performance. The extent of this impact on our business and financial
performance, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time
frame, is highly uncertain and cannot be predicted, as information is rapidly evolving with respect to the duration and severity of the
pandemic. It will depend on future developments, including the duration and severity of the pandemic, related restrictions on travel,
temporary store closure requirements and the related impact on consumer confidence and spending, and the extent of any recession
resulting from the pandemic. At this time, we cannot reasonably estimate the duration and severity of the COVID-19 pandemic, or its
overall impact on our business and financial performance.

Closures and Operational Restrictions of Our Retail Stores and Our Wholesale Customers’ Stores

As a result of the COVID-19 pandemic, and in response to government mandates or recommendations, as well as decisions we
have made to protect the health and safety of our employees, consumers and communities, beginning in March 2020, we (including
our joint ventures), and our distributors, licensees and franchisees, temporarily closed a significant number of our company- and joint
venture-owned retail stores, and our distributor-, licensee- and franchisee-owned retail stores, respectively, around the world. While
over 90% of our company- and joint venture-owned retail stores and over 90% of our third party-owned retail stores around the world
have reopened (although many with temporarily reduced operating hours) as of the filing date of this report, collectively, we may face
recurring store closure requirements and other operational restrictions with respect to some or all of our physical locations for
prolonged periods of time due to, among other factors, evolving or new increasingly stringent governmental restrictions including
public health directives, quarantine policies or social distancing measures. In addition, many of our significant wholesale customers
have closed many of their stores, which will adversely impact our revenues from these customers. As a result, our business and results
of operations have been, and will continue to be, materially adversely impacted by store closures and operational restrictions.

Even as we and our wholesales customers reopen our stores, as the number of people affected by the COVID-19 pandemic
continues to grow, consumer fear about becoming ill with the disease and recommendations and/or mandates from federal, state and
local authorities to avoid large gatherings of people or self-quarantine may continue to increase, which has, and will continue to,
adversely affect traffic to stores. Any significant reduction in consumer visits to, or spending at, our wholesale customers’ stores and
our retail stores, caused by the COVID-19 pandemic, and any decreased spending at stores caused by decreased consumer confidence
and spending during and following this pandemic, has resulted in, and will continue to result in, a loss of sales and profits and other
material adverse effects on our business and results of operations.

Disruptions or Delays in Our Supply Chain

Although not a material issue as of the filing date of this report, the COVID-19 pandemic has also caused delays in shipments of
our products and could once again have the potential to significantly impact our supply chain if the factories that manufacture our
products, the distribution centers where we manage our inventory, or the operations of our logistics and other service providers are
disrupted, temporarily closed or experience worker shortages. More specifically, the majority of our manufacturers are located
primarily in China and Vietnam. To date, the Chinese and Vietnamese governments have imposed certain restrictions on business
operations and the movement of people and goods, including the temporary closure of some factories and businesses in China and
restrictions on others in Vietnam, to limit the spread of COVID-19. As a result, we have seen and may yet again see disruptions or
delays in shipments, and we may experience negative impacts to pricing of our products due to changes in availability of inventory,
which could materially adversely impact our business and results of operations.

Office Closures, Focus of Key Personnel and Productivity of Employees

As a result of the COVID-19 pandemic, including related governmental guidance or requirements, beginning in March 2020, we
also temporarily closed many of our corporate offices and other facilities, including our corporate headquarters in Manhattan Beach,
California, and implemented a policy for many of our corporate employees to work remotely. While we began to allow a limited
number of personnel back to our corporate offices with added safety measures and staggered work schedules in June, these evolving
work place arrangements may negatively impact productivity and cause other disruptions to our business.

In addition, our management team is focused on mitigating the adverse effects of the COVID-19 pandemic, which has required
and will continue to require a large investment of time and resources across the entire company, thereby diverting their attention from
other priorities that existed prior to the outbreak of the pandemic. If these conditions worsen, or last for an extended period of time,
our ability to manage our business may be impaired, and operational risks and other risks facing us even prior to the COVID-19
pandemic may be elevated.

The COVID-19 Pandemic Has Had A Negative Impact On The Global Economy, And Our Sales Are Influenced By Economic
Conditions That Impact Consumer Spending And Consumer Confidence.

Footwear is a cyclical industry that is dependent upon the overall level of consumer spending and consumer confidence.
Consumer purchases of discretionary items, including our products, generally decline during periods when disposable income is
adversely affected, there is economic uncertainty or volatility or during recessionary periods. Our wholesale customers anticipate and
respond to adverse changes in economic conditions and uncertainty by closing doors, reducing inventories, canceling orders or
increasing promotional activity. Our retail stores are also affected by these conditions, which may lead to a decline in consumer traffic
and spending in these stores as they reopen. As a result, factors that diminish consumer spending and confidence in any of the markets
in which we compete, particularly deterioration in general economic conditions, consumer credit availability, consumer debt levels,
inflation, the impact of foreign exchange fluctuations on tourism and tourist spending, volatility in investment returns, fear of
unemployment, increases in energy costs or tax or interest rates, housing market downturns, fear about and impact of pandemic illness
(such as the impact of the COVID-19 pandemic, including reduced store traffic and widespread temporary store closures), and other
factors such as acts of war, natural disasters or terrorist or political events that impact consumer confidence, have reduced, and may
continue to reduce (with respect to the COVID-19 pandemic), our sales and may continue to have a material adverse effect on our
operations and financial condition through their negative impact on our wholesale customers as well as decreased spending in our
retail stores and potentially via our e-commerce business.

Risks Related to Customers, Competition and Retail Operations

Our Future Success Depends On Our Ability To Maintain Our Brand Name And Image With Consumers.

Our success to date has in large part been due to the strength of the Skechers brand. Maintaining, promoting and growing our
brand name and image depends on sustained effort and commitment to, and significant investment in, both the successful development
of high-quality, innovative, fashion forward products, and fresh and relevant marketing and advertising campaigns. Even if we are
able to timely and appropriately respond to changing consumer preferences and trends with new high-quality products, our marketing
and advertising campaigns may not resonate with consumers, or consumers may consider our brand to be outdated or associated with
footwear styles that are no longer popular or relevant. Our brand name and image with consumers could also be negatively impacted if
we or any of our products were to receive negative publicity, whether related to our products or otherwise. If we are unable to
maintain, promote and grow our brand image, then our business, financial condition, results of operations and cash flows could be
materially and adversely affected.

Our Future Success Also Depends On Our Ability To Respond To Changing Consumer Preferences, Identify And Interpret
Consumer Trends, And Successfully Market New Products.

The footwear industry is subject to rapidly changing consumer preferences. The continued popularity of our footwear and the
development of new lines and styles of footwear with widespread consumer appeal, including consumer acceptance of our
performance footwear, requires us to accurately identify and interpret changing consumer trends and preferences, and to effectively
respond in a timely manner. Continuing demand and market acceptance for both existing and new products are uncertain and depend
on the following factors:

•
•
•

substantial investment in product innovation, design and development;
commitment to product quality; and
significant and sustained marketing efforts and expenditures, including with respect to the monitoring of consumer trends
in footwear specifically, and in fashion and lifestyle categories generally.

In assessing our response to anticipated changing consumer preferences and trends, we frequently must make decisions about
product designs and marketing expenditures several months in advance of the time when actual consumer acceptance can be
determined. As a result, we may not be successful in responding to shifting consumer preferences and trends with new products that
achieve market acceptance. Because of the ever-changing nature of consumer preferences and market trends, a number of companies
in the footwear industry, including ours, experience periods of both rapid growth, followed by declines, in revenue and earnings. If we
fail to identify and interpret changing consumer preferences and trends, or are not successful in responding to these changes with the
timely development of products that achieve market acceptance, we could experience excess inventories, higher than normal
markdowns, returns, order cancellations or an inability to profitably sell our products, and our business, financial condition, results of
operations and cash flows could be materially and adversely affected.

We Face Intense Competition, Including Competition From Companies In The Performance Footwear Market and Those
With Significantly Greater Resources Than Ours, And If We Are Unable To Compete Effectively With These Companies, Our
Market Share May Decline And Our Business Could Be Harmed.

We face intense competition from other established companies in the footwear industry. Our competitors’ product offerings,
pricing, costs of production, and advertising and marketing expenditures are highly competitive areas in our business. If we do not
adequately and timely anticipate and respond to our competitors, consumer demand for our products may decline significantly. A
number of our competitors have significantly greater financial, technological, engineering, manufacturing, marketing and distribution
resources than we do. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the footwear
industry, compete more effectively on the basis of price and production, keep up with rapid changes in footwear technology, and more
quickly develop new products. New companies may also enter the markets in which we compete, further increasing competition in the
footwear industry. In addition, negative consumer perceptions of our performance features due to our historical reputation as a fashion
and lifestyle footwear company may place us at a competitive disadvantage in the performance footwear market. We may not be able
to compete successfully in the future, and increased competition may result in price reductions, cost increases, reduced profit margins,
loss of market share and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of
new products, which would materially adversely impact our business, results of operations and financial condition.

We Depend Upon A Relatively Small Group Of Customers For A Large Portion Of Our Sales.

During the year ended December 31, 2020, our net sales to our five largest customers accounted for approximately 8.8% of total net
sales, respectively. No one customer accounted for more than 10.0% of outstanding accounts receivable balance at December 31, 2020.
Although we have long-term relationships with many of our customers, our customers do not have a contractual obligation to purchase
our products and we cannot be certain that we will be able to retain our existing major customers. Store closures or re-closures, decreased
foot traffic and economic recession resulting from the COVID-19 pandemic has, and will likely continue to, adversely affect our
performance and could continue to adversely affect the financial condition of many of our customers. If any major existing customer
ceases or decreases its purchases from us, cancels its orders, delays or defaults on its payment obligations to us, reduces the floor space,
assortments, fixtures or advertising for our products or changes its manner of doing business with us for any reason, such as due to store
closures, decreased foot traffic or recession resulting from the COVID-19 pandemic, such actions may adversely affect our business and
financial condition. Furthermore, the retail industry regularly experiences consolidation, contractions and closings, which may result in
our loss of customers or our inability to collect accounts receivable of major customers, and we have recently experienced delays in
payments from some of our customers and others have gone bankrupt. If we lose a major customer, experience a significant decrease in
sales to a major customer or are unable to collect the accounts receivable of a major customer due to any of the foregoing reasons, our
business and financial condition could be harmed.

Our Strategies Involve A Number Of Risks That Could Prevent Or Delay The Successful Opening Of New Stores As Well As
Negatively Impact The Performance Of Our Existing Stores.

Our ability to successfully open and operate new stores depends on many factors, including, among others, our ability to identify
suitable store locations, the availability of which is outside of our control; negotiate acceptable lease terms, including desired tenant
improvement allowances; source sufficient levels of inventory to meet the needs of new stores; hire, train and retain store personnel;
successfully integrate new stores into our existing operations; and satisfy the fashion preferences in new geographic areas.

In addition, some or a substantial number of new stores could be opened in regions of the U.S. in which we currently have few
or no stores. Any expansion into new markets may present competitive, merchandising and distribution challenges that are different
from those currently encountered in our existing markets. Any of these challenges could adversely affect our business and results of
operations. In addition, to the extent that any new store openings are in existing markets, we may experience reduced sales volumes in
existing stores in those markets. If sales decline at our retail stores, whether through competition from online sites or other companies,
we may decide to close stores, which could result in additional costs, expenses, asset impairments or asset write-downs.

Our Global Retail Business Has Required, And Will Continue To Require, A Substantial Investment And Commitment Of
Resources And Is Subject To Numerous Risks And Uncertainties.

Our global retail business has required substantial investments in leasehold improvements, inventory and personnel. We have
also made substantial operating lease commitments for retail space worldwide. Due to the high fixed-cost structure associated with our
global retail business, a decline in sales or the closure or poor performance of individual or multiple stores could result in significant
lease termination costs, write-offs or impairments of leasehold improvements, and employee-related termination costs. The success of
our global retail operations also depends on our ability to identify and adapt to changes in consumer spending patterns and retail
shopping preferences globally, including the shift from brick and mortar to direct-to-consumer and mobile channels, and our ability to
effectively develop our direct-to-consumer and mobile channels. Our failure to successfully respond to these factors could adversely
affect our retail business, as well as damage our brand and reputation, and could materially affect our results of operations, financial
position and cash flows.

Many Of Our Retail Stores Depend Heavily On The Customer Traffic Generated By Shopping And Factory Outlet Malls Or
By Tourism.

Many of our concept stores are located in shopping malls, and some of our factory outlet stores are located in manufacturers’
outlet malls where we depend on obtaining prominent locations and the overall success of the malls to generate customer traffic. We
cannot control the success of individual malls, and an increase in store closures by other retailers may lead to mall vacancies and
reduced foot traffic. Some of our concept stores occupy street locations that are heavily dependent on customer traffic generated by
tourism. Any substantial decrease in tourism resulting from an economic slowdown, political, social or military events or otherwise,
has and is likely to continue to adversely affect sales in our existing stores, particularly those with street locations. The effects of these
factors could continue to reduce sales of particular existing stores or hinder our ability to open retail stores in new markets, which
could negatively affect our operating results.

Risks Related to Inventory, Manufacturing and Distribution

Our Business Could Be Harmed If We Fail To Maintain Proper Inventory Levels.

We place orders with our manufacturers for some of our products prior to the time we receive all of our customers’ orders. We
do this to minimize purchasing costs, the time necessary to fill customer orders and the risk of non-delivery. We also maintain an
inventory of certain products that we anticipate will be in greater demand. Any unanticipated decline in the popularity of Skechers
footwear or other unforeseen circumstances may make it difficult for us and our customers to accurately forecast product demand
trends, and we may be unable to sell the products we have ordered in advance from manufacturers or that we have in our inventory.
Inventory levels in excess of customer demand may result in inventory write-downs and the sale of excess inventory at discounted
prices, which could significantly impair our brand image and have a material adverse effect on our operating results, financial
condition and cash flows. Conversely, if we underestimate consumer demand for our products or if our manufacturers fail to supply
the quality products that we require at the time we need them, we may experience inventory shortages. Inventory shortages might
delay shipments to customers, negatively impact retailer and distributor relationships, and diminish brand loyalty.

Our International Sales And Manufacturing Operations Are Subject To The Risks Of Doing Business Abroad, Particularly In
China and Vietnam, Which Could Affect Our Ability To Sell Or Manufacture Our Products In International Markets, Obtain
Products From Foreign Suppliers Or Control The Costs Of Our Products.

Substantially all of our sales during the year ended December 31, 2020, were derived from sales of footwear manufactured in
foreign countries, with most manufactured in China and Vietnam. We also sell our footwear in several foreign countries and plan to
increase our international sales efforts as part of our growth strategy. Foreign manufacturing and sales are subject to a number of risks,
including the following: political and social unrest, including terrorism; changing economic conditions, including higher labor costs;
increased costs of raw materials; currency exchange rate fluctuations; labor shortages and work stoppages, including those due to the
outbreak of a disease leading to an epidemic or pandemic spread; electrical shortages; transportation delays; loss or damage to
products in transit; expropriation; nationalization; the adjustment, elimination or imposition of domestic and international duties,
tariffs, quotas, import and export controls and other non-tariff barriers; exposure to different legal standards (particularly with respect
to intellectual property); compliance with foreign laws; changes in domestic and foreign governmental policies; and there may be
circumstances in the future where we may have to incur premium freight charges to expedite the delivery of product to our customers.
If we incur a significant amount of premium charges to airfreight product for our customers, our gross profit will be negatively
affected if we are unable to collect those charges. Apart from the aforementioned impacts of the COVID-19 pandemic, we have not, to
date, been materially affected by any such risks, but we cannot predict the likelihood of such developments occurring or the resulting
long-term adverse impact on our business, results of operations, financial condition and cash flows.

In particular, because most of our products are manufactured in China and Vietnam, the possibility of adverse changes in trade
or political relations with China or Vietnam, political instability in China or Vietnam, increases in labor costs, the occurrence of
prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon in China or Vietnam, or the outbreak of a
pandemic disease in China or Vietnam could severely interfere with the manufacturing and/or shipment of our products and would
have a material adverse effect on our operations. Our business operations may be adversely affected by the current and future political
environment in the Communist Party of China (“PRC”). The government of the PRC has exercised and continues to exercise
substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate
under the PRC may be adversely affected by changes in Chinese laws and regulations, including those relating to taxation, import and
export tariffs, raw materials, environmental regulations, land use rights, property and other matters. Under its current leadership, the
government of the PRC has been pursuing economic reform policies that encourage private economic activity and greater economic
decentralization. There is no assurance, however, that the government of the PRC will continue to pursue these policies, or that it will
not significantly alter these policies from time to time without notice. A change in policies by the PRC government could adversely
affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation,
restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

We Rely On Independent Contract Manufacturers And, As A Result, Are Exposed To Potential Disruptions In Product
Supply.

Our footwear products are currently manufactured by independent contract manufacturers. During the year ended December 31,
2020, the top five manufacturers of our products produced approximately 42.1% of our total purchases. One manufacturer accounted
for 21.0% of total purchases for the year ended December 31, 2020.

We compete with other footwear companies for production facilities, and we do not have long-term contracts with any of our
contract manufacturers. Under our current arrangements with them, these manufacturers generally may unilaterally terminate their
relationship with us at any time. If our current manufacturers cease doing business with us, we could experience an interruption in the
manufacture of our products. Although we believe that we could find alternative manufacturers, we may be unable to establish
relationships with alternative manufacturers that will be as favorable as the relationships we have now. For example, new
manufacturers may have higher prices, less favorable payment terms, lower manufacturing capacity, lower quality standards or higher
lead times for delivery. If we are unable to provide products consistent with our standards or the manufacture of our footwear is
delayed or becomes more expensive, our business and financial condition would be harmed.

While not a material issue as of the filing date of this report, the COVID-19 pandemic previously led to the Chinese and
Vietnamese governments imposing temporary closures of some of our factories in China and restrictions on others in Vietnam that
caused delays in shipment of our products. We may encounter similar challenges yet again with these manufacturers, or new
difficulties could arise with our manufacturers or any raw material suppliers on which our manufacturers rely, including prolonged
manufacturing or transportation disruptions due to public health conditions, such as the recent COVID-19 pandemic, reductions in the
availability of production capacity due to government imposed restrictions, failure to meet our quality control standards, failure to
meet production deadlines or increased manufacturing costs. This could result in our customers canceling orders, refusing to accept
deliveries or demanding reductions in purchase prices, any of which could have a negative impact on our cash flow and harm our
business and results of operations.

Our Ability To Deliver Our Products To The Market Could Be Disrupted If We Encounter Problems Affecting Our Logistics
And Distribution Systems.

We rely on owned or independently operated distribution facilities to transport, warehouse and ship products to our customers.
Our logistics and distribution systems include computer-controlled and automated equipment, which may be subject to a number of
risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system
failures. Substantially all of our products are distributed from a few key locations. Therefore, our operations could be interrupted by
travel restrictions, earthquakes, floods, fires or other natural disasters near our distribution centers. Our business interruption insurance
may not adequately protect us from the adverse effects that could be caused by significant disruptions affecting our distribution
facilities, such as the long-term loss of customers or an erosion of brand image. In addition, our distribution capacity is dependent on
the timely performance of services by third parties, including the transportation of product to and from our distribution facilities. If we
encounter problems affecting our distribution system, our ability to meet customer expectations, manage inventory, complete sales and
achieve operating efficiencies could be materially adversely affected.

Risks Related to Economic and External Factors

The Uncertainty Of Global Market Conditions May Continue To Have A Negative Impact On Our Business, Results Of
Operations Or Financial Condition.

While global economic conditions have recently improved slightly, their uncertain state, including the challenging consumer
retail market in the U.S., may negatively impact our business, which depends on the general economic environment and levels of
consumers’ discretionary spending that affect not only the ultimate consumer, but also retailers, who are our primary direct customers.
If the current economic situation does not improve or if it weakens, we may not be able to maintain or increase our sales to existing
customers, make sales to new customers, open and operate new retail stores, maintain sales levels at our existing stores, maintain or
increase our international operations on a profitable basis, or maintain or improve our earnings from operations as a percentage of
sales. Additionally, if there is an unexpected decline in sales, our results of operations will depend on our ability to implement a
corresponding and timely reduction in our costs and manage other aspects of our operations. These challenges include (i) managing
our infrastructure, (ii) hiring and maintaining, as required, the appropriate number of qualified employees, (iii) managing inventory
levels and (iv) controlling other expenses. If the uncertain global market conditions continue for a significant period of time or worsen,
our results of operations, financial condition, and cash flows could be materially adversely affected.

Our Business Could Be Adversely Affected By Changes In The Business Or Financial Condition Of Significant Customers Due
To Global Economic Conditions.

The global financial crisis affected the banking system and financial markets and resulted in a tightening in the credit markets,
more stringent lending standards and terms, and higher volatility in fixed income, credit, currency and equity markets. In addition, our
business could be adversely affected by other economic conditions, such as the insolvency of certain of our key distributors, which
could impair our distribution channels, or the diminished liquidity or an inability to obtain credit to finance purchases of our product
by our significant customers. Our customers may also experience weak demand for our products or other difficulties in their
businesses. If economic, financial or political conditions in global markets deteriorate in the future, demand may be lower than
forecasted and insufficient to achieve our anticipated financial results. Any of these events would likely harm our business, results of
operations, financial condition and cash flows.

Natural Disasters Or A Decline In Economic Conditions In California Could Increase Our Operating Expenses Or Adversely
Affect Our Sales Revenue.

As of December 31, 2020, a substantial portion of our operations are located in California, including 110 of our retail stores, our
headquarters in Manhattan Beach, and our U.S. distribution center in Rancho Belago. Because a significant portion of our sales is
derived from sales in California, a decline in the economic conditions in California, whether or not such decline spreads beyond
California, could materially adversely affect our business. Furthermore, a natural disaster or other catastrophic event, such as an
earthquake or wildfire affecting California, could significantly disrupt our business including the operation of our only domestic
distribution center. We may be more susceptible to these issues than our competitors whose operations are not as concentrated in
California.

Risks Related to Currency and Debt

Foreign Currency Exchange Rate Fluctuations Could Have A Material Adverse Effect On Our Business And Results Of
Operations.

Foreign currency fluctuations affect our revenue and profitability. Changes in currency exchange rates may impact our financial
results positively or negatively in one period and not another, which may make it difficult to compare our operating results from
different periods. Currency exchange rate fluctuations may also adversely impact third parties that manufacture our products by
making their costs of raw materials or other production costs more expensive and more difficult to finance, thereby raising prices for
us, our distributors and/or our licensees. We do not currently engage in hedging activities with respect to these currency exchange rate
risks. For a more detailed discussion of the risks related to foreign currency fluctuation, see Item 7A: “Quantitative and Qualitative
Disclosures About Market Risk.”

In addition, our foreign subsidiaries purchase products in U.S. dollars in which the cost of those products will vary depending on
the foreign currency exchange rates and will impact the price charged to customers. Our foreign distributors also purchase products in
U.S. dollars and sell in local currencies, which impacts the price to foreign consumers. As the U.S. dollar strengthens relative to
foreign currencies, our revenues and profits are reduced when translated into U.S. dollars and our margins may be negatively impacted
by the increase in product costs due to foreign currency exchange rates. Although we typically work to mitigate the impact of
exchange rate fluctuations through price increases and further actions to reduce costs, we may not be able to fully offset the impact, if
at all. Our success depends, in part, on our ability to manage or mitigate these foreign currency impacts, as changes in the value of the
U.S. dollar relative to other currencies could have a material adverse effect on our business, results of operations, financial position
and cash flows.

We Have Debt And Interest Payment Requirements At Levels That May Restrict Our Future Operations.

As of December 31, 2020, we had $735.0 million of debt and $250.0 million of additional borrowings available under our
unsecured revolving credit facility. In March 2020, as a precautionary measure to maximize liquidity and to increase available cash on
hand, we drew down on our unsecured revolving credit facility. Our debt requires us to dedicate cash flow from operations to the
payment of interest and principal due under our debt. This dedicated use of cash could impact our ability to successfully compete by,
for example:

• increasing our vulnerability to general adverse economic and industry conditions;

• limiting our flexibility in planning for or reacting to changes in our business and the general retail environment; and

• limiting our ability to obtain additional financing required to fund working capital and capital expenditures and for other

general corporate purposes.

Risks Related to Legal and Regulatory Matters

Changes In Tax Laws Or The Potential Imposition Of Additional Duties, Quotas, Tariffs And Other Trade Restrictions Could
Have An Adverse Impact On Our Sales And Profitability.

All of our products manufactured overseas and imported into the U.S., the European Union and other countries are subject to
customs duties collected by customs authorities. Customs information submitted by us is routinely subject to review by customs
authorities. We are unable to predict whether there may be unfavorable changes in tax laws in the U.S. or overseas, additional customs
duties, quotas, tariffs, anti-dumping duties, safeguard measures, cargo restrictions to prevent terrorism or other trade restrictions
imposed on the importation of our products in the future. Such actions could adversely affect our ability to produce and market
footwear at competitive prices and might have an adverse impact on the sales and profitability of Skechers.

Changes to Trade Policy, including New Tariffs Imposed By The U.S. Government, Could Have A Material Adverse Effect On
Our Results Of Operations.

Changes in social, political, regulatory and economic conditions or in laws and policies governing trade, manufacturing,
development and investment in the countries from which we import our products, or conduct our business, as well as any negative
sentiment toward the U.S. as a result of such changes, could adversely affect our business. The U.S. government has placed or
proposed additional tariffs on certain goods imported from China and may enact new tariffs on additional goods imported from China,
including footwear and other products that we import. China had imposed tariffs on a wide range of American products in retaliation
and responded to the new proposed tariff by, among other things, adjusting the value of its currency. China and the U.S. have made
progress and are in discussions to finalize a trade agreement, however there is no guarantee that any agreement between the countries
will be reached. China could impose additional tariffs or take other actions if the countries are unable to come to an agreement. The
majority of our products that we sell in the U.S. are manufactured in China. The U.S. government has also negotiated a replacement
trade deal for NAFTA with Mexico and Canada, the U.S.-Mexico-Canada Agreement (the “USMCA”), which still needs to be
ratified. There is also a concern that the imposition of additional tariffs by the U.S. could result in the adoption of additional tariffs by
other countries as well. If the U.S. government does not reach a trade agreement with China or replaces NAFTA with USMCA, or if
additional tariffs or trade restrictions are implemented by the U.S. or other countries in connection with a global trade war, the
resulting escalation of trade tensions could have a significant, adverse effect on world trade and the world economy. While it is too
early to predict whether or how the recent policy changes will impact our business, the imposition of tariffs on footwear, apparel or
other items imported by us from China could require us to increase prices to our customers or, if unable to do so, result in lowering
our gross margin on products sold. Tariffs on footwear imported from China could have a material adverse effect on our business and
results of operations.

Our Business Could Be Harmed If Our Contract Manufacturers, Suppliers Or Licensees Violate Labor, Trade Or Other
Laws.

We require our independent contract manufacturers, suppliers and licensees to operate in compliance with applicable laws and
regulations. Manufacturers are required to certify that neither convicted, forced or indentured labor (as defined under U.S. law) nor
child labor (as defined by law in the manufacturer’s country) is used in the production process, that compensation is paid in
accordance with local law and that their factories are in compliance with local safety regulations. Although we promote ethical
business practices and our sourcing personnel periodically visit and monitor the operations of our independent contract manufacturers,
suppliers and licensees, we do not control them or their labor practices. If one of our independent contract manufacturers, suppliers or
licensees violates labor or other laws or diverges from those labor practices generally accepted as ethical in the U.S., it could result in
adverse publicity for us, damage our reputation in the U.S., or render our conduct of business in a particular foreign country
undesirable or impractical, any of which could harm our business.

In addition, if we, or our foreign manufacturers, violate U.S. or foreign trade laws or regulations, we may be subject to extra
duties, significant monetary penalties, the seizure and the forfeiture of the products we are attempting to import, or the loss of our
import privileges. Possible violations of U.S. or foreign laws or regulations could include inadequate record-keeping of our imported
products, misstatements or errors as to the origin, quota category, classification, marketing or valuation of our imported products,
fraudulent visas, or labor violations. The effects of these factors could render our conduct of business in a particular country
undesirable or impractical, and have a negative impact on our operating results.

The Disruption, Expense And Potential Liability Associated With Existing And Unanticipated Future Litigation Against Us
Could Have A Material Adverse Effect On Our Business, Results Of Operations, Financial Condition And Cash Flows.

In addition to the legal matters included in our reserve for loss contingencies, we occasionally become involved in litigation
arising from the normal course of business, and we are unable to determine the extent of any liability that may arise from any such
unanticipated future litigation. We have no reason to believe that there is a reasonable possibility or a probability that we may incur a
material loss, or a material loss in excess of a recorded accrual, with respect to any other such loss contingencies. However, the

outcome of litigation is inherently uncertain and assessments and decisions on defense and settlement can change significantly in a
short period of time. Therefore, although we consider the likelihood of such an outcome to be remote with respect to those matters for
which we have not reserved an amount for loss contingencies, if one or more of these legal matters were resolved against us in the
same reporting period for amounts in excess of our expectations, our consolidated financial statements of a particular reporting period
could be materially adversely affected. Further, any unanticipated litigation in the future, regardless of its merits, could also
significantly divert management’s attention from our operations and result in substantial legal fees being incurred. Such disruptions,
legal fees and any losses resulting from these unanticipated future claims could have a material adverse effect on our business or
financial condition.

Risks Related to Management and Employees

We Depend On Key Personnel To Manage Our Business Effectively In A Rapidly Changing Market, And If We Are Unable
To Retain Existing Personnel, Our Business Could Be Harmed.

Our future success depends upon the continued services of Robert Greenberg, Chairman of the Board and Chief Executive
Officer; Michael Greenberg, President and a member of our Board of Directors; and David Weinberg, Executive Vice President, Chief
Operating Officer and a member of our Board of Directors. The loss of the services of any of these individuals or any other key
employee could harm us. Our future success also depends on our ability to identify, attract and retain additional qualified personnel.
Competition for employees in our industry is intense, and we may not be successful in attracting and retaining such personnel.

We Have A Significant Work Force And Are Subject To Risks Related To Human Capital Management.

As of December 31, 2020, we employee over 11,500 employees worldwide. A significant portion of our operating expenses relate to
compensation and benefits, and we spend significant time and effort managing these employees. We cannot ensure that we will be
able to maintain a happy and productive workforce. Some of our employees may take actions that harm our business or we may face
other issues with our employees, such as retention. Although we spend a significant amount of time and expense on human capital
management, we cannot ensure that these efforts will be successful.

Risks Related to Intellectual Property and Information Technology

Our Ability To Compete Could Be Jeopardized If We Are Unable To Protect Our Intellectual Property Rights Or If We Are
Sued For Intellectual Property Infringement.

®,

We believe that our trademarks, design patents and other proprietary rights are important to our success and our competitive
position. We use trademarks on nearly all of our products and believe that having distinctive marks that are readily identifiable is an
important factor in creating a market for our goods, in identifying us and in distinguishing our goods from the goods of others. We
consider our Skechers®, Skechers Performance™, Skechers GOrun®, Skechers GOwalk®, Skechers GOgolf®, Skechers GOtrain®,
, Skechers Cali®, Skecher Street®, Skechers USA®, Skechers Active™, Skechers
Skechers on-the-GO®,
Sport Active™, Skechers Work™, Skechers Max Cushioning™, Mark Nason®, D’Lites®, DLT-A®, BOBS®, Energy Lights®, Glide
Step™, Skech-Air®, Twinkle Toes®, Z-Strap®, Mega-Flex®, Luminators®, Heart Lights™, Relaxed Fit®, Arch Fit™, Ultra GO®, Hyper
Burst®, Skechers Memory Foam™, and Air-cooled Memory Foam® trademarks to be among our most valuable assets, and we have
registered these trademarks in many countries. In addition, we own many other trademarks that we utilize in marketing our products.
We also have a number of design patents and a limited number of utility patents covering components and features used in various
shoes. We believe that our patents and trademarks are generally sufficient to permit us to carry on our business as presently conducted.
While we vigorously protect our trademarks against infringement, we cannot guarantee that we will be able to secure patents or
trademark protection for our intellectual property in the future or that protection will be adequate for future products. Further, we have
been sued in the past for patent and trademark infringement and cannot be sure that our activities do not and will not infringe on the
intellectual property rights of others. If we are compelled to prosecute infringing parties, defend our intellectual property or defend
ourselves from intellectual property claims made by others, we may face significant expenses and liability as well as the diversion of
management’s attention from our business, each of which could negatively impact our business or financial condition.

In addition, the laws of foreign countries where we source and distribute our products may not protect intellectual property
rights to the same extent as do the laws of the U.S. We cannot be assured that the actions we have taken to establish and protect our
trademarks and other intellectual property rights outside the U.S. will be adequate to prevent imitation of our products by others or, if
necessary, successfully challenge another party’s counterfeit products or products that otherwise infringe on our intellectual property
rights on the basis of trademark or patent infringement. Continued sales of counterfeit products could adversely affect our sales and
our brand and result in the shift of consumer preference away from our products. We may face significant expenses and liability in
connection with the protection of our intellectual property rights outside the U.S., and if we are unable to successfully protect our
rights or resolve intellectual property conflicts with others, our business or financial condition could be adversely affected.

Breaches Or Compromises Of Our Information Security Systems, Information Technology Systems And Our Infrastructure
To Support Our Business Could Result In Exposure Of Private Information, Disruption Of Our Business And Damage To
Our Reputation, Which Could Harm Our Business, Results Of Operation And Financial Condition.

As a routine part of our business, we utilize information security and information technology systems and websites that allow
for the secure storage and transmission of proprietary or private information regarding our customers, employees, vendors and others.
A security breach of our network, hosted service providers, or vendor systems, may expose us to a risk of loss or misuse of this
information, litigation and potential liability. Hackers and data thieves are increasingly sophisticated and operate large-scale and
complex automated attacks, and the retail industry, in particular, has been the target of many recent cyber-attacks. Although we take
measures to safeguard this sensitive information, we may not have the resources or technical sophistication to anticipate or prevent
rapidly evolving types of cyber-attacks targeted at us, our customers, or others who have entrusted us with information. Actual or
anticipated attacks may cause us to incur costs, including costs to deploy additional personnel and protection technologies, train
employees, and engage third-party experts and consultants.

We invest in industry standard security technology to protect personal information. Advances in computer capabilities, new
technological discoveries, or other developments may result in the technology used by us to protect against transaction or other data
being breached or compromised. In addition, data and security breaches can also occur as a result of non-technical issues, including
breach by us or by persons with whom we have commercial relationships that result in the unauthorized release of personal or
confidential information. Although we maintain insurance designed to provide coverage for cyber risks related to what we believe to
be adequate and collectible insurance in the event of theft, loss, fraudulent or unlawful use of customer, employee or company data,
any compromise or breach of our cyber security systems could result in private information exposure and a violation of applicable
privacy and other laws, significant potential liability including legal and financial costs, and loss of confidence in our security
measures by customers, which could result in damage to our brand and have an adverse effect on our business, financial condition and
reputation. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and
personal data. Compliance with existing and proposed laws and regulations can be costly, and any failure to comply with these
regulatory standards could subject us to legal and reputational risks. Misuse of or failure to secure personal information could also
result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, damage to our
reputation and credibility and could have a negative impact on revenues and profits.

Risks Related to Our Stock and Stock Price

Our Quarterly Revenues And Operating Results Fluctuate As A Result Of A Variety Of Factors, Including Seasonal
Fluctuations In Demand For Footwear, Delivery Date Delays And Potential Fluctuations In Our Estimated Annualized Tax
Rate, Which May Result In Volatility Of Our Stock Price.

Our quarterly revenues and operating results have varied significantly in the past and can be expected to fluctuate in the future
due to a number of factors, many of which are beyond our control. Our major customers have no obligation to purchase forecasted
amounts, may and have canceled orders in the past, and may change delivery schedules or change the mix of products ordered with
minimal notice and without penalty. As a result, we may not be able to accurately predict our quarterly sales. In addition, sales of
footwear products have historically been somewhat seasonal in nature, with the strongest domestic sales generally occurring in our
second and third quarters for the back-to-school selling season. Domestic back-to-school sales typically ship in June, July and August,
and delays in the timing, cancellation, or rescheduling of these customer orders and shipments by our wholesale customers could
negatively impact our sales and results of operations for our second or third quarters. More specifically, the timing of when product
ships is determined by the delivery schedules set by our wholesale customers, which could cause sales to shift between our second and
third quarters. Because our expense levels are partially based on our expectations of future sales, our expenses may be
disproportionately large relative to our revenues, and we may be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shifts, which could have a material adverse effect on our operating results.

Our annualized tax rate is based on projections of our domestic and international operating results for the year, which we review
and revise as necessary at the end of each quarter, and it is highly sensitive to fluctuations in projected international earnings. Any
quarterly fluctuations in our annualized tax rate that may occur could have a material impact on our quarterly operating results. As a
result of these specific and other general factors, our operating results will likely vary from quarter to quarter, and the results for any
particular quarter may not be necessarily indicative of results for the full year. Any shortfall in revenues or net earnings from levels
expected by securities analysts and investors could cause a decrease in the trading price of our Class A Common Stock.

One Principal Stockholder Is Able To Substantially Control All Matters Requiring Approval By Our Stockholders And
Another Stockholder Is Able To Exert Significant Influence Over All Matters Requiring A Vote Of Our Stockholders, And
Their Interests May Differ From The Interests Of Our Other Stockholders.

As of December 31, 2020, our Chairman of the Board and Chief Executive Officer, Robert Greenberg, beneficially owned
86.5% of our outstanding Class B Common Stock, members of Mr. Greenberg’s immediate family beneficially owned an additional

7.9% of our outstanding Class B Common Stock, and Gil Schwartzberg, trustee of several trusts formed by Mr. Greenberg and his
wife for estate planning purposes, beneficially owned 29.8% of our outstanding Class B Common Stock. The holders of Class A
Common Stock and Class B Common Stock have identical rights except that holders of Class A Common Stock are entitled to one
vote per share while holders of Class B Common Stock are entitled to ten votes per share on all matters submitted to a vote of our
stockholders. As a result, as of December 31, 2020, Mr. Greenberg beneficially owned 37.6% of the aggregate number of votes
eligible to be cast by our stockholders, and together with shares beneficially owned by other members of his immediate family, Mr.
Greenberg and his immediate family beneficially owned 43.4% of the aggregate number of votes eligible to be cast by our
stockholders, and Mr. Schwartzberg beneficially owned 18.0% of the aggregate number of votes eligible to be cast by our
stockholders. Therefore, Messrs. Greenberg and Schwartzberg are each able to exert significant influence over all matters requiring
approval by our stockholders. Matters that require the approval of our stockholders include the election of directors and the approval
of mergers or other business combination transactions. Mr. Greenberg also has significant influence over our management and
operations. As a result of such influence, certain transactions are not likely without the approval of Messrs. Greenberg and
Schwartzberg, including proxy contests, tender offers, open market purchase programs or other transactions that can give our
stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares of our Class A Common
Stock. Because Messrs. Greenberg’s and Schwartzberg’s interests may differ from the interests of the other stockholders, their ability
to substantially control or significantly influence, respectively, actions requiring stockholder approval, may result in the Company
taking action that is not in the interests of all stockholders. The differential in the voting rights may also adversely affect the value of
our Class A Common Stock to the extent that investors or any potential future purchaser view the superior voting rights of our Class B
Common Stock to have value.

Our Charter Documents And Delaware Law May Inhibit A Takeover, Which May Adversely Affect The Value Of Our Stock.

Provisions of Delaware law, our certificate of incorporation or our bylaws could make it more difficult for a third party to
acquire us, even if closing such a transaction would be beneficial to our stockholders. Mr. Greenberg’s substantial beneficial
ownership position, together with the authorization of Preferred Stock, the disparate voting rights between our Class A Common Stock
and Class B Common Stock, the classification of our Board of Directors and the lack of cumulative voting in our certificate of
incorporation and bylaws, may have the effect of delaying, deferring or preventing a change in control, may discourage bids for our
Class A Common Stock at a premium over the market price of the Class A Common Stock and may adversely affect the market price
of our Class A Common Stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Our corporate headquarters are located at several properties in or near Manhattan Beach, California, which consist of an

aggregate of approximately 204,000 square feet. We own and lease portions of our corporate headquarters.

Our North American distribution center occupies approximately 2.8 million square feet in southern California. The majority of
this distribution center is leased from a joint venture, HF Logistics-SKX (the “JV”), that we formed with HF Logistics I, LLC (“HF”)
in January 2010 for the purpose of building and operating the facility. The leases provide for terms expiring in November 2031 with a
small portion set to expire in early 2026. The JV is consolidated in our financial statements.

Our European distribution center occupies approximately 1.8 million square feet in Liege, Belgium under operating leases.
These leases provide for original terms of 10 to 15 years, commencing between January 2016 and June 2016, subject to automatic
extensions for recurring periods of five years unless we or the landlord terminates the lease in writing 12 months prior to the
expiration of the original lease term or 12 months prior to the end of the then applicable five-year extension.

All of our domestic retail stores and showrooms are leased with terms expiring through January 2033. The leases provide for
rent escalations tied to either increases in the lessor’s operating expenses, fluctuations in the consumer price index in the relevant
geographical area, or a percentage of the store’s gross sales in excess of the base annual rent.

We lease most of our international administrative offices, retail stores, showrooms and distribution facilities located in Asia,

Central America, Europe, North America and South America. The property leases expire at various dates through October 2033.

ITEM 3.

LEGAL PROCEEDINGS

Converse, Inc. v. Skechers U.S.A., Inc. – On October 14, 2014, Converse filed an action against the Company in the United
States District Court for the Eastern District of New York, Brooklyn Division, Case 1:14-cv-05977-DLI-MDG, alleging trademark
infringement, false designation of origin, unfair competition, trademark dilution and deceptive practices arising out of our alleged use
of certain design elements on footwear. The complaint seeks, among other things, injunctive relief, profits, actual damages, enhanced
damages, punitive damages, costs and attorneys’ fees. On October 14, 2014, Converse also filed a complaint naming 27 respondents
including the Company with the U.S. International Trade Commission (the “ITC” or “Commission”), Federal Register
Doc. 2014-24890, alleging violations of federal law in the importation into and the sale within the United States of certain footwear.
Converse has requested that the Commission issue a general exclusion order, or in the alternative a limited exclusion order, and cease
and desist orders. On December 8, 2014, the District Court stayed the proceedings before it. On December 19, 2014, Skechers
responded to the ITC complaint, denying the material allegations and asserting affirmative defenses. A trial before an administrative
law judge of the ITC was held in August 2015. On November 15, 2015, the ITC judge issued his Initial Determination finding that
certain discontinued products (Daddy’$ Money and HyDee HyTops) infringed on Converse’s intellectual property, but that other, still
active product lines (Twinkle Toes and Bobs Utopia) did not. On February 3, 2016, the ITC decided that it would review in part
certain matters that were decided by the ITC judge. On June 28, 2016, the full ITC issued its Final Determination affirming that
Skechers Twinkle Toes and Bobs Utopia shoes do not infringe Converse’s Chuck Taylor Midsole Trademark and affirming that
Converse’s common law trademark was invalid. The full ITC also invalidated Converse’s registered trademark. Converse appealed
this decision to the United States Court of Appeals for the Federal Circuit. On January 27, 2017, Converse filed its appellate brief but
did not contest the portion of the decision that held that Skechers Twinkle Toes and Bobs Utopia shoes do not infringe. On June 26,
2017 we filed our responsive brief, on February 8, 2018 the court heard oral argument, and on June 7, 2018 the court requested
supplemental briefing on certain issues. On October 30, 2018, the United States Court of Appeals for the Federal Circuit vacated
portions of the ITC’s ruling and remanded the matter back to the ITC for further proceedings. Although Converse did not appeal the
Commission’s non-infringement findings for Skechers Twinkle Toes and Bobs Utopia shoes to the Federal Circuit, Converse asked
the Commission to reconsider its previous non-infringement findings on remand. On October 9, 2019, the ITC judge issued his
Remand Initial Determination (the “RID”) finding that Converse did not have any rights in the subject intellectual property as to
Skechers, and that Skechers Twinkle Toes, Bobs Utopia, and Hydee Hytop did not infringe Converse’s intellectual property but the
discontinued Daddy’$ Money would infringe, but only if Converse had rights in the subject intellectual property as to Skechers (which
the ITC judge found that Converse did not). On October 22, 2019, the parties filed petitions seeking review of the RID. Converse did
not, however, seek review of the finding in the RID that Skechers Twinkle Toes and Bobs Utopia do not infringe. On February 7,
2020, the full Commission decided to review the RID and outlined the issues it wanted briefed. The parties subsequently filed briefs
on those issues and, on September 9, 2020, the full Commission issued its decision. In that decision, the Commission found that,
although Converse had demonstrated enforceable rights in its Chuck Taylor Midsole Trademark, it had not proven that the Skechers
Twinkle Toes, Bobs Utopia or Hydee Hytops infringe those rights, or otherwise established a violation of the applicable federal
statutes by Skechers. The time for Nike to appeal the Commission’s decision to the United States Court of Appeal for the Federal
Circuit has expired and the ITC matter in now concluded. The federal court action that Nike filed in New York, which was stayed
pending the outcome of the ITC proceedings, remains pending. While it is too early to predict the outcome of these legal proceedings
or whether an adverse result in either or both of them would have a material adverse impact on our operations or financial position, we
believe we have meritorious defenses and intend to defend these legal matters vigorously.

Nike, Inc. v. Skechers USA, Inc. – On January 4, 2016, Nike filed an action against the Company in the United States District
Court for the District of Oregon, Case No. 3:16-cv-0007, alleging that certain Skechers shoe designs (Men’s Burst, Women’s Burst,
Women’s Flex Appeal, Men’s Flex Advantage, Girls’ Skech Appeal, and Boys’ Flex Advantage) infringe the claims of eight design
patents. Nike seeks injunctive relief, disgorgement of Skechers’ profits, damages (including treble damages), pre-judgment and post-
judgment interest, attorneys’ fees, and costs. In April and May 2016, we filed petitions with the United States Patent and Trademark
Office’s Patent Trial and Appeal Board (the “PTAB”) for inter partes review of all eight design patents, seeking to invalidate those
patents. In September and November 2016, the PTAB denied each of our petitions. On January 6, 2017, we filed several additional
petitions for inter partes review with the PTAB, seeking to invalidate seven of the eight designs patents that Nike is asserting. In July
2017, we were notified that the PTAB granted our petitions and instituted inter partes review proceedings with respect to two of the
seven design patents but denied our petitions as to the others. In June 2017, we filed a motion to transfer venue from the District of
Oregon to the Central District of California based on a recent United States Supreme Court decision and the motion was granted on
November 17, 2017. On June 28, 2018, the PTAB issued final decisions in the two inter partes review proceedings, rejecting the
invalidity challenges made by the Company in those proceedings. On June 4, 2018, the court, over Nike’s opposition, granted our
request for a claim construction hearing. On March 28, 2019, the court issued an order declining to issue a claim construction at this
stage of the proceedings, but it did not foreclose the issue, instead observing that it might be appropriate to address claim construction
at a later stage. The parties have now completed discovery and have filed summary judgement motions. Nike has also withdrawn its
claim for treble or enhanced damages. The summary judgment motions were heard on February 18, 2020, and on October 27, 2020,
the Court issued its ruling. The court granted Skechers’ motion for summary judgment of non-infringement as to three of the eight
design patents at issue. The court, however, concluded that whether Skechers had infringed any of the five remaining design patents
presented issues for a jury to resolve. The court also denied Nike’s motion for summary judgment of validity as to the five remaining
design patents, holding that Skechers’ invalidity challenges had to be resolved by the jury. While it is too early to predict the outcome

of the case or whether an adverse result would have a material adverse impact on our operations or financial position, we believe we
have meritorious defenses and intend to defend this legal matter vigorously.

Nike, Inc. v. Skechers USA, Inc. – On September 30, 2019, Nike filed an action against our company in the United States
District Court for the Central District of California, Case No. 2:19-cv-08418, alleging that certain Skechers’ shoe designs (Skech-Air
Atlas, Skech-Air 92, Skech-Air Stratus and Skech-Air Blast) infringe the claims of twelve design patents. Nike seeks injunctive relief,
disgorgement of Skechers’ profits, damages (including treble damages), pre-judgment and post-judgment interest, attorneys’ fees, and
costs. Skechers has filed its answer and the case is in the early stages. While it is too early to predict the outcome of the case or
whether an adverse result would have a material adverse impact on our operations or financial position, we believe we have
meritorious defenses and intend to defend this legal matter vigorously.

Nike, Inc. v. Skechers USA, Inc. – On October 28, 2019, Nike filed an action against the Company in the United States District
Court for the Central District of California, Case No. 2:19-cv-09230, alleging that certain Skechers’ shoe designs (Skech-Air Jumpin’
Dots and Skech-Air Mega) infringe the claims of two utility patents. Nike seeks injunctive relief, disgorgement of Skechers’ profits,
damages (including treble damages), pre-judgment and post-judgment interest, attorneys’ fees, and costs. Skechers has answered the
complaint and the case is in the early stages. While it is too early to predict the outcome of the case or whether an adverse result would
have a material adverse impact on our operations or financial position, we believe we have meritorious defenses and intend to defend
this legal matter vigorously.

Ealeen Wilk v. Skechers U.S.A., Inc. – On September 10, 2018, Ealeen Wilk filed a putative class action lawsuit against the
Company in the United States District Court for the Central District of California, Case No. 5:18-cv-01921, alleging violations of the
California Labor Code, including unpaid overtime, unpaid wages due upon termination and unfair business practices. The complaint
seeks actual, compensatory, special and general damages; penalties and liquidated damages; restitutionary and injunctive relief;
attorneys’ fees and costs; and interest as permitted by law. On July 5, 2019, the court granted, in part, plaintiff’s motion for
conditional certification of a Fair Labor Standards Act (FLSA) collective action. On July 22, 2019, the parties submitted to the court
an agreed upon notice to be sent to members of the collective. The parties are delaying the mailing of the Belaire-West privacy opt out
notice until after mediation. The parties have agreed to an informal stay of discovery and have stipulated to continue all relevant
discovery and motion deadlines accordingly. The parties reached a settlement in principle as a result of a January 27, 2020 mediation
but the details of the settlement still need to be worked out and the settlement has to be documented. In the event the settlement is not
concluded successfully, it is too early to predict the outcome of the litigation or a reasonable range of potential losses and whether an
adverse result would have a material adverse impact on our results of operations or financial position, we believe that we have
meritorious defenses, vehemently deny the allegations, and intend to defend the case vigorously.

In addition to the matters included in our reserve for loss contingencies, we occasionally become involved in litigation arising
from the normal course of business, and we are unable to determine the extent of any liability that may arise from any such
unanticipated future litigation. We have no reason to believe that there is a reasonable possibility or a probability that we may incur a
material loss, or a material loss in excess of a recorded accrual, with respect to any other such loss contingencies. However, the
outcome of litigation is inherently uncertain and assessments and decisions on defense and settlement can change significantly in a
short period of time. Therefore, although we consider the likelihood of such an outcome to be remote with respect to those matters for
which we have not reserved an amount for loss contingencies, if one or more of these legal matters were resolved against the
Company in the same reporting period for amounts in excess of our expectations, our consolidated financial statements of a particular
reporting period could be materially adversely affected.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND

ISSUER PURCHASES OF EQUITY SECURITIES

Our Class A Common Stock trades under the symbol “SKX” on the New York Stock Exchange.

HOLDERS

As of February 15, 2021, there were 86 holders of record of our Class A Common Stock (including holders who are nominees
for an undetermined number of beneficial owners) and 27 holders of record of our Class B Common Stock. These figures do not
include beneficial owners who hold shares in nominee name. The Class B Common Stock is not publicly traded, but each share is
convertible upon request of the holder into one share of Class A Common Stock.

ISSUER PURCHASES OF EQUITY SECURITIES

No shares of our Class A Common Stock were repurchased during the three months ended December 31, 2020. Our

$150.0 million share repurchase program expired on February 6, 2021.

EQUITY COMPENSATION PLAN INFORMATION

Our equity compensation plan information is provided as set forth in Part III, Item 12 of this annual report on Form 10-K.

PERFORMANCE GRAPH

The following graph demonstrates the total return to stockholders of our Class A Common Stock from December 31, 2015 to
December 31, 2020, relative to the performance of the Russell 2000 Index, which includes our Class A Common Stock, and the peer
group index, which is believed to include companies engaged in businesses similar to ours. The peer group index consists of six
companies: Nike, Inc., adidas AG, Steven Madden, Ltd., Wolverine World Wide, Inc., Crocs, Inc., and Deckers Outdoor Corporation.

The graph assumes an investment of $100 on December 31, 2015 in each of our Class A Common Stock, the Russell 2000 Index
and the customized peer group index. Each of the indices assumes that all dividends were reinvested. The stock performance of our
Class A Common Stock shown on the graph is not necessarily indicative of future performance. We will neither make nor endorse any
predictions as to our future stock performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURNS

$300

$250

$200

$150

$100

$50

2015

2016

2017

2018

2019

2020

Skechers U.S.A., Inc.

Russell 2000

Peer Group

(in dollars)
Skechers U.S.A., Inc. .................................
Russell 2000...............................................
Peer Group .................................................

2015

2016

2017

2018

2019

2020

100.00
100.00
100.00

81.36
121.31
99.06

125.26
139.08
125.55

75.77
123.76
146.21

142.97
155.35
209.01

118.97
186.36
273.39

ITEM 6.

SELECTED FINANCIAL DATA

The following tables set forth the Company’s selected consolidated financial data as of and for each of the years in the five-year
period ended December 31, 2020 and should be read in conjunction with our audited consolidated financial statements and notes
thereto included under Part II, Item 8 of this annual report.

(in thousands, except per share data)
Sales (1).................................................................. $
Gross profit ...........................................................
Earnings from operations......................................
Earnings before income taxes...............................
Net earnings attributable to Skechers U.S.A.,
Inc. ........................................................................

Net earnings per share:

2020
4,597,414
2,189,781
133,684
154,729

For the Year Ended December 31,
2018
4,642,068
2,223,605
437,765
431,884

2019
5,220,051
2,491,157
518,443
516,005

2017
4,164,160
1,938,889
382,880
384,260

2016
3,563,311
1,634,596
370,518
359,484

98,564

346,560

301,041

179,190

243,493

Basic .......................................................... $
Diluted ....................................................... $

0.64
0.64

$
$

2.26
2.25

$
$

1.93
1.92

$
$

1.15
1.14

$
$

1.58
1.57

Weighted-average shares:

Basic ..........................................................
Diluted .......................................................

154,184
154,894

153,392
154,151

155,815
156,450

155,651
156,523

154,169
155,084

(1)

Results for reporting periods beginning after January 1, 2018 are presented under Accounting Standards Codification
(“ASC”) 606, Revenue from Contracts with Customers while prior period amounts are not adjusted and continue to be reported
in accordance with the Company’s historic revenue recognition methodology under ASC 605, Revenue Recognition.

(in thousands)
Working capital .................................................... $
Total assets............................................................
Long-term borrowings, excluding current
installments ...........................................................
Skechers U.S.A., Inc. equity.................................

As of December 31,

2020
2,131,645
5,812,369

2019
1,581,360
4,892,943

2018
1,621,918
3,228,255

2017
1,507,676
2,735,082

2016
1,206,036
2,393,670

679,415
2,481,435

49,183
2,314,665

88,119
2,034,958

71,103
1,829,064

67,159
1,603,633

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our

consolidated financial statements and related notes included elsewhere in this annual report on Form 10-K.

This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019.
Discussions of 2018 items and year-to-year comparisons that are not included in this Form 10-K can be found in “Part II—Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” and “—Liquidity
and Capital Resources” in our annual report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on
February 28, 2020.

OVERVIEW

The COVID-19 pandemic continues to impact various markets and business channels. After we temporarily closed our stores
around the world and temporarily furloughed a meaningful portion of our hourly workforce in March 2020, we saw meaningful
improvements during the second half of 2020 including a return to growth in many markets. Although the recovery has progressed at a
different pace across countries, we remain confident in our actions and strength of the brand. Consumers have gravitated towards
comfort in their lives as people are predominately working from home and increasingly focused on their well-being. We believe the
actions we have taken and the strength of our brand positions Skechers well as the global recovery continues.

We continue to invest for growth, with a focus on our direct-to-consumer capabilities and global infrastructure.

•

To further enhance our consumer shopping experience, we began implementing a new point of sale system in our
domestic retail locations, introduced a new website and mobile application suite, and made enhancements to our
omnichannel capabilities, including introducing features like buy online pick up in store and buy online pick up curb-
side.

• We completed the expansion of our European distribution center in July 2020 and opened a new distribution center in

Colombia.

• Our new China distribution center remains on-track and we opened a new United Kingdom based distribution center.
• Development continued on our North American distribution center expansion.
• During 2020, we opened 67 company-owned stores, 142 joint venture stores and 430 third-party Skechers stores

globally.

RESULTS OF OPERATIONS

We have three reportable segments – Domestic Wholesale, International Wholesale, and Direct-to-Consumer, which includes
results from both our retail store and e-commerce channels. We evaluate segment performance based primarily on sales and gross
margin.

The following table sets forth, for the periods indicated, selected information from our results of operations:

(in thousands)
2020
Sales......................................................................................... $4,597,414
2,407,633
Cost of sales.............................................................................
2,189,781
Gross profit ........................................................................
16,017
Royalty income........................................................................
2,205,798

2019
$5,220,051
2,728,894
47.6 % 2,491,157
22,493
2,513,650

47.7 %

Year Ended December 31,

Operating expenses:

Selling ................................................................................
General and administrative ................................................

Earnings from operations ........................................................
Interest income...................................................................
Interest expense..................................................................
Other, net............................................................................
Earnings before income tax expense .......................................
Income tax expense .................................................................
Net earnings .......................................................................
Less: Net earnings attributable to noncontrolling
interests ...........................................................................
Net earnings attributable to Skechers U.S.A., Inc. ............ $

318,097
1,754,017
2,072,114
133,684
5,912
(16,327)
31,460
154,729
8,502
146,227

47,663
98,564

369,901
1,625,306
1,995,207
518,443
11,782
(7,509)
(6,711)
516,005
88,753
427,252

80,692
$ 346,560

Sales

Sales for 2020 were $4.6 billion, a decrease of $0.6 billion, or 11.9%, compared to sales of $5.2 billion for 2019 reflecting the
impact of the global pandemic on our businesses worldwide. The decrease is a result of a 12.9% decrease in our domestic business and
an 11.2% decrease internationally. Our Domestic Wholesale segment sales decreased 9.7%, International Wholesale segment sales
decreased 8.3% and Direct-to-Consumer segment sales decreased 19.7%.

Gross profit

Gross profit for 2020 decreased $0.3 billion to $2.2 billion as compared to $2.5 billion for 2019 due to the decline in sales.
Gross margin remained relatively flat with the prior year at 47.6% with increases of 160 basis points in Domestic Wholesale and
101 basis points in Direct-to-Consumer, offset by a decrease of 71 basis points in International Wholesale.

Selling expenses

Selling expenses decreased by $51.8 million, or 14.0%, to $318.1 million for 2020 from $369.9 million for 2019. As a percentage
of sales, selling expenses were 6.9% and 7.1% for 2020 and 2019, respectively. The decrease in selling expenses was primarily due to
lower worldwide spending on advertising and marketing, and trade shows of $48.4 million.

General and administrative expenses

General and administrative expenses increased by $128.7 million, or 7.9%, primarily driven by increased domestic and
international warehouse and distribution expenses of $64.3 million, increased depreciation and amortization expense of $31.7 million
from fixed asset additions and the Skechers Mexico acquisition, and increased stock compensation of $24.2 million which included a
one-time $18.2 million non-cash, equity compensation charge associated with a legal settlement.

Other income (expense)

Interest income decreased $5.9 million to $5.9 million for 2020 as compared to $11.8 million for 2019. The decrease in interest
income was due primarily due to lower average interest rates. Interest expense increased $8.8 million due to additional borrowings
under our credit facility. Other income increased $38.2 million primarily due to purchase price adjustments from the acquisition of
Skechers Mexico and foreign exchange gains.

Income taxes

Income tax expense and the effective tax rate were as follows:

(in thousands)
Income tax expense ............................................ $
Effective tax rate ................................................

Year Ended December 31,
2019
2020

8,502

88,753

5.5%

17.2%

Our provision for income tax expense and effective income tax rate are significantly impacted by the mix of our domestic and
foreign earnings (losses) before income taxes. In the foreign jurisdictions in which we have operations, the applicable statutory rates
range from 0.0% to 34.0%, which on average are generally significantly lower than the U.S. federal and state combined statutory rate
of approximately 25%. The decrease in the effective tax rate in 2020 was primarily due to changes in the ownership structure of our
international operations and related benefits provided by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act.

See Note 10 – Income Taxes of the Consolidated Financial Statements for additional information.

Noncontrolling interest in net income and loss of consolidated subsidiaries

Net earnings attributable to noncontrolling interest for 2020 decreased $33.0 million to $47.7 million as compared to
$80.7 million for 2019 attributable to decreased profitability by our joint ventures due to the impacts of the COVID-19 pandemic.
Noncontrolling interest represents the share of net earnings or loss that is attributable to our joint venture partners.

RESULTS OF SEGMENT OPERATIONS

Domestic Wholesale

Year Ended December 31,

(in thousands)
Sales .......................................................................... $1,126,564
Gross profit ...............................................................
431,603
Gross margin .............................................................

2020

38.3%

2019
$1,247,550
457,944

36.7%

Domestic Wholesale sales decreased $0.1 billion, or 9.7%, to $1.1 billion for 2020 from $1.2 billion for 2019. Sales volume
decrease was driven by a 12.4% reduction in the number of pairs sold, partially offset by a 1.0% increase in average price per pair.
Sales volume decreased to 50.0 million pairs sold from 57.0 million. The average price per pair increased to $21.88 from $21.67.

Domestic Wholesale gross profit decreased $26.3 million, or 5.8%, to $431.6 million for 2020 compared to $457.9 million for
2019. Domestic Wholesale gross margin increased 160 basis points to 38.3% primarily driven by lower product costs and the
aforementioned increase in average price per pair.

International Wholesale

Year Ended December 31,

(in thousands)
Sales .......................................................................... $2,257,846
Gross profit ............................................................... 1,023,183
Gross margin .............................................................

2020

45.3%

2019
$2,462,632
1,133,573

46.0%

International Wholesale sales decreased $0.2 billion, or 8.3%, to $2.3 billion for 2020 compared to sales of $2.5 billion for
2019. Our distributor sales decreased to $239.1 million, a decrease of $176.3 million or 42.4% and direct sales by our foreign
subsidiaries and joint ventures, were $2.0 billion, flat to the prior year. The number of units sold decreased 6.7% and the average
selling price decreased by 1.8%.

International Wholesale gross profit decreased $0.1 billion, or 9.7%, to $1.0 billion for 2020 as compared to $1.1 billion for
2019. International Wholesale gross margin decreased 71 basis points to 45.3% as a result of higher promotional activity for our joint
ventures as well as a non-cash, cost of goods purchase price adjustment related to the acquisition of Skechers Mexico.

Direct-to-Consumer

Year Ended December 31,

(in thousands)
Sales .......................................................................... $1,213,004
734,995
Gross profit ...............................................................
Gross margin .............................................................

2020

60.6%

2019
$1,509,869
899,640

59.6%

Direct-to-Consumer sales decreased $0.3 billion, or 19.7%, to $1.2 billion for 2020 as compared to sales of $1.5 billion for
2019. Declines were driven by lower domestic and international retail sales during temporary store closures and reduced operating
hours as a result of the COVID-19 pandemic, partially offset by a 211.9% increase in domestic e-commerce sales. Direct-to-Consumer
comparable same store sales decreased 24.0% for 2020, including decreases of 20.3% domestically and 32.2% internationally.
Volume decreased due to a 21.5% reduction in the number of units sold, partially offset by a 2.3% increase in the average selling
price.

Direct-to-Consumer gross profit decreased $164.6 million, or 18.3%, to $735.0 million for 2020 as compared to $899.6 million
for 2019. Direct-to-Consumer gross margin increased 101 basis points to 60.6% due to a favorable mix of e-commerce sales which
have higher overall margins.

Comparable store sales mentioned above includes stores that have been opened for at least thirteen calendar months as well as
sales on our company-owned websites. We did not make any adjustments for the effects of the COVID-19 pandemic and the related
impacts of store closures and reduced operating hours. Definitions and calculations of comparable store sales differ among companies
in the retail industry, and therefore comparable store sales disclosed by us may not be comparable to the metrics disclosed by other
companies.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity outlook

Our liquidity remains ample and we believe we are well-positioned to endure the environment associated with the COVID-19
pandemic. We have taken actions to preserve our liquidity and manage our cash flow. As a precautionary measure, in March 2020, we
borrowed against our unsecured revolving credit facility. At December 31, 2020, we have unused credit capacity of $8.8 million along
with an additional $250.0 million available through an accordion feature on the unsecured revolving credit facility. We continue to
partner with our vendors, landlords, and lenders to maximize our liquidity and mitigate cash flow risk. We believe that anticipated
cash flows from operations, existing cash and investments balances, available borrowings under our credit agreement, and current
financing arrangements will be sufficient to provide us with the liquidity necessary to fund our anticipated working capital and capital
requirements for the next twelve months.

As of December 31, 2020, we had approximately $1.37 billion in cash and cash equivalents, of which $735.1 million, or 53.6%,
was held outside the U.S. Of the $735.1 million held by its non-U.S. subsidiaries, approximately $405.2 million is available for
repatriation to the U.S. without incurring U.S. income taxes and applicable non-U.S. income and withholding taxes in excess of the
amounts accrued in the Company’s consolidated financial statements as of December 31, 2020.

Cash Flows

Our working capital at December 31, 2020 was $2.1 billion, an increase of $0.5 billion from working capital of $1.6 billion at
December 31, 2019. Our cash and cash equivalents at December 31, 2020 were $1.4 billion, compared to $824.9 million at December
31, 2019. Our primary sources of operating cash are collections from customers on wholesale and direct-to-consumer sales. Our
primary uses of cash are inventory purchases, selling, general and administrative expenses and capital expenditures.

Operating Activities

Net cash provided by operating activities was $331.5 million for 2020 and $426.6 million for 2019. On a comparative
year-to-year basis, the $95.1 million decrease in cash flows from operating activities in 2020 primarily resulted from reduced net
earnings of $281.0 million.

Investing Activities

Net cash used in investing activities was $312.5 million for 2020 as compared to $344.1 million for 2019. The $31.6 million
decrease was primarily due to the 2019 acquisition of Skechers Mexico of $100.7 million partially offset by an increase in capital
expenditures of $73.8 million. Capital expenditures for 2020 were approximately $309.9 million, which consisted of $122.0 million to
support our worldwide distribution capabilities, $67.9 million was related to the acquisition of a corporate office building and new
retail stores in China, and $59.8 million for retail stores and e-commerce investments worldwide, excluding China. Capital
expenditures for 2019 were approximately $236.1 million, of which $72.6 million supported our worldwide distribution capabilities,
$51.9 million related to retail stores worldwide, and $33.8 million to support our international wholesale operations. We expect our
ongoing capital expenditures for 2021 to be approximately $275.0 million to $325.0 million, which is primarily related to the
expansion of our worldwide distribution capabilities, continued investments in retail and e-commerce technologies and stores, and our
new corporate offices in California. We expect to fund ongoing capital expenses through a combination of borrowings and available
cash.

Financing Activities

Net cash provided by financing activities was $533.3 million during 2020 compared to $132.0 million net cash used during
2019. The change of $665.3 million is primarily net long-term borrowings of $616.6 million, which includes $452.5 million on our
unsecured revolving credit facility.

Capital Resources and Prospective Capital Requirements

Financing Arrangements

As of December 31, 2020, outstanding short-term and long-term borrowings were $735.0 million, of which $452.5 million
relates to our unsecured revolving credit facility, $229.2 million relates to loans for our domestic and China distribution centers,
$48.7 million relates to our operations in China and the remainder relates to our international operations. Our long-term debt
obligations contain both financial and non-financial covenants, including cross-default provisions. We were in compliance with all
debt covenants related to our short-term and long-term borrowings as of the date of this annual report. See Note 6 – Financial
Commitments of the Consolidated Financial Statements for additional information.

DISCLOSURE ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table summarizes our material contractual obligations and commercial commitments as of December 31, 2020:

(in thousands)
Borrowings (1) ......................................................................... $
Operating leases......................................................................
Purchase obligations (2) ...........................................................
Warehouse and equipment and corporate construction (3) ......
Minimum payments related to other arrangements ................

Total
737,680
1,437,927
1,359,414
583,206
43,180
Total (4) .............................................................................. $ 4,161,407

Less than
One
Year
56,638
254,674
1,359,414
239,000
26,065
$ 1,935,791

One to
Three
Years

64,615
429,356
—
344,206
17,115
855,292

Three to
Five
Years
616,427
353,636
—
—
—
970,063

More Than
Five
Years

—
400,261
—
—
—
400,261

(1)

(2)

(3)

(4)

Borrowings include anticipated interest payments based on interest rates currently in effect.
Purchase obligations include the following: (i) accounts payable balances for the purchase of footwear of $210.1 million, (ii)
outstanding letters of credit of $38.7 million and (iii) open purchase commitments with our foreign manufacturers for
$1.1 billion.
Obligations to support upgrades for our distribution centers and corporate facilities in Manhattan Beach, California.
Our consolidated balance sheet, as of December 31, 2020, included $21.5 million in unrecognized tax benefits. Future payments
related to these unrecognized tax benefits have not been presented in the table above, due to the uncertainty of the amounts, the
potential timing of cash settlements with the tax authorities, and uncertainty whether any settlement would occur.

OFF-BALANCE SHEET ARRANGEMENTS

We are required to provide standby letters of credit to support certain obligations that arise in the ordinary course of business
and may choose to provide letters of credit in place of posting cash collateral. Although the letters of credit are off-balance sheet, the
majority of the obligations to which they relate are reflected as liabilities in the consolidated balance sheets. Outstanding letters of
credit totaled approximately $38.7 million as of December 31, 2020.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

The preparation of our financial statements requires us to make estimates that affect the reported amounts of assets, liabilities,
sales and expenses, and related disclosure of contingent assets and liabilities. We base our estimates and judgments on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ
from these estimates.

We believe the following critical accounting estimates are affected by significant judgments used in the preparation of our

consolidated financial statements.

Revenue Recognition. We derive income primarily from the sale of footwear and royalties earned from licensing the Skechers
brand. We recognize revenue when control of the promised goods or services is transferred to its customers in an amount that reflects
the consideration we expect to be entitled to in exchange for those goods or services. We recognize revenue on wholesale sales upon
shipment. We generate direct-to-consumer revenues primarily from the sale of footwear to customers at retail locations or through our
websites. For our in-store sales, we recognize revenue at the point of sale. For sales made through our websites, we recognize revenue
upon shipment to the customer. Sales and value added taxes collected from direct-to-consumer customers are excluded from reported
revenues.

We accrue a liability for product returns at the time of sale based on our historical experience. We also accrue amounts for

goods expected to be returned in salable condition.

We earn royalty income from symbolic licensing arrangements based on third-party sales of Skechers-branded product. Upon
signing a new licensing agreement, we receive up-front fees, which are generally characterized as prepaid royalties. These fees are
initially deferred and recognized as revenue is earned (i.e., as licensed sales are reported to us or on a straight-line basis over the term
of the agreement). The first calculated royalty payment is based on actual sales of the licensed product or, in some cases, minimum
royalty payments. We calculate and accrue estimated royalties based on the agreement terms and correspondence with the licensees
regarding actual sales.

Allowance for bad debts, returns, sales allowances and customer chargebacks. We provide a reserve against our receivables
for estimated losses that may result from our customers’ inability to pay. To minimize the likelihood of uncollectibility, customers’
credit-worthiness is reviewed and adjusted periodically in accordance with external credit reporting services, financial statements
issued by the customer and our experience with the account. We determine the amount of the reserve by analyzing known
uncollectible accounts, aged receivables, economic conditions in the customers’ countries or industries, historical losses and our
customers’ credit-worthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off
against this reserve. Allowances for returns, sales allowances and customer chargebacks are recorded against revenue. Allowances for
bad debts are recorded to general and administrative expenses. Retail and direct-to-consumer receivables represent amounts due from
credit card companies and are generally collected within a few days of the purchase.

We reserve for potential disputed amounts or chargebacks from our customers. Our chargeback reserve is based on a
collectability percentage based on factors such as historical trends, current economic conditions, and nature of the chargeback
receivables.

The likelihood of a material loss on an uncollectible account would be mainly dependent on deterioration in the overall
economic conditions in a particular country or region. Reserves are fully provided for all probable losses of this nature. For
receivables that are not specifically identified as high risk, we provide a reserve based upon our historical loss rate as a percentage of
sales.

Inventory write-downs. Inventory is stated at the lower of cost or market (net realizable value). We review our inventory for excess
and slow-moving inventory. Our analysis includes a review of inventory quantities on hand at period-end in relation to year-to-date sales,
existing orders from customers and projections for sales in the foreseeable future. The net realizable value is determined based on
historical sales experience on a style-by-style basis.

Impairment of long-lived assets. When circumstances warrant, we test for recoverability of the asset groups’ carrying value
using estimates of undiscounted future cash flows based on the existing service potential of the applicable asset group in determining
the fair value of each asset group.

If the assets are considered to be impaired, the impairment we recognize is the amount by which the carrying value of the assets
exceeds the fair value of the assets. We base the useful lives and related amortization or depreciation expense on our estimate of the

period that the assets will generate revenues or otherwise be used by us. We review all of our stores for impairment annually or more
frequently if events or changes in circumstances require it. We prepare a summary of cash flows for each of our retail stores, to assess
potential impairment of the fixed assets and leasehold improvements. Stores with negative cash flows which have been open in excess
of twenty-four months are then reviewed in detail to determine whether impairment exists. Management reviews both quantitative and
qualitative factors to assess whether a triggering event occurred. We did not record a material impairment charge for the years ended
December 31, 2020, 2019 and 2018.

Goodwill. The Company tests goodwill for impairment annually for each reporting unit in the fourth quarter of the fiscal year,
and between annual tests if events occur or circumstances change which suggest that goodwill should be reevaluated. Such events or
circumstances include significant changes in historical financial performance, macroeconomic and industry conditions and the legal
and regulatory environment. The Domestic Wholesale, International Wholesale and Direct-to-Consumer segments each represent a
reporting unit. The Company performed its annual impairment test using a qualitative approach to determine whether conditions
existed to indicate that it was more likely than not that the fair value of goodwill was less than its carrying value. Based on this
assessment, the Company concluded that it was more likely than not that the fair value of goodwill was greater than its carrying
values, and therefore a quantitative analysis, involving the calculation of an estimated fair value of each reporting unit based on
projected future cash flows and comparing the estimated fair values of the reporting units to their carrying amounts, was not required.

Litigation reserves. Estimated amounts for claims that are probable and can be reasonably estimated are recorded as liabilities in
our consolidated financial statements. The likelihood of a material change in these estimated reserves would depend on additional
information or new claims as they may arise as well as the favorable or unfavorable outcome of particular litigation. Both the
likelihood and amount (or range of loss) on a large portion of our remaining pending litigation is uncertain. As such, we are unable to
make a reasonable estimate of the liability that could result from unfavorable outcomes in our remaining pending litigation. As
additional information becomes available, we will assess the potential liability related to our pending litigation and revise our
estimates. Such revisions in our estimates of potential liability could materially impact our results of operations and financial position.

Tax estimates and valuation of deferred income taxes. We record a valuation allowance when necessary to reduce our deferred
tax assets to the amount that is more likely than not to be realized. The likelihood of a material change in our expected realization of
our deferred tax assets depends on future taxable income and the effectiveness of our tax planning strategies amongst the various
domestic and international tax jurisdictions in which we operate. We evaluate our projections of taxable income to determine the
recoverability of our deferred tax assets and the need for a valuation allowance.

EXCHANGE RATES

We receive U.S. dollars for substantially all of our domestic and a portion of our international product sales, as well as our
royalty income. Inventory purchases from offshore contract manufacturers are primarily denominated in U.S. dollars. However,
purchase prices for our products may be impacted by fluctuations in the exchange rate between the U.S. dollar and the local currencies
of the contract manufacturers, which may impact our cost of goods in the future. During 2020 and 2019, exchange rate fluctuations did
not have a material impact on our inventory costs. We do not engage in hedging activities with respect to such exchange rate risk.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial

Statements for recently adopted and recently issued accounting standards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential loss arising from the adverse changes in market rates and prices, such as interest rates and foreign
currency exchange rates. Changes in interest rates and changes in foreign currency exchange rates have and will have an impact on our
results of operations.

Interest rate fluctuations. As of December 31, 2020, we have $55.5 million and $679.4 million of outstanding short-term and
long-term borrowings, subject to changes in interest rates. A 200-basis point increase in interest rates would have increased interest
expense by approximately $12.1 million for the year ended December 31, 2020. We do not expect changes in interest rates to have a
material impact on our financial condition or results of operations or cash flows during the remainder of 2021. The interest rate
charged on our unsecured revolving credit facility is based on LIBOR, our domestic distribution center loan is based on the one month
LIBOR, and our China distribution center and China operational loans are based on a reference rate provided by the People’s Bank of
China. Changes in these interest rates will have an effect on the interest charged on outstanding balances.

We may enter into derivative financial instruments such as interest rate swaps in order to limit our interest rate risk on our long-
term debt. We had one derivative instrument in place as of December 31, 2020 to hedge the cash flows on our $129.5 million variable
rate debt on our domestic distribution center. This instrument was a variable to fixed derivative with a notional amount of
$129.5 million at December 31, 2020. Our receive rate was one-month LIBOR and the average pay rate was 0.795%. The rate swap
agreement utilized by us effectively modifies our exposure to interest rate risk by converting our floating-rate debt to a fixed rate basis
over the life of the loan, thus reducing the impact of interest-rate changes on future interest payments.

Foreign exchange rate fluctuations. We face market risk to the extent that changes in foreign currency exchange rates affect
our non-U.S. dollar functional currency foreign subsidiaries’ revenues, expenses, assets and liabilities. In addition, changes in foreign
exchange rates may affect the value of our inventory commitments. Also, inventory purchases of our products may be impacted by
fluctuations in the exchange rates between the U.S. dollar and the local currencies of the contract manufacturers, which could have an
impact on the cost of goods sold in the future. We manage these risks by primarily denominating these purchases and commitments in
U.S. dollars.

Assets and liabilities outside the U.S. are located in regions where we have subsidiaries or joint ventures: Asia, Central America,
Europe, Middle East, North America, and South America. Our investments in foreign subsidiaries and joint ventures with a functional
currency other than the U.S. dollar are generally considered long-term. The fluctuation of foreign currencies resulted in a cumulative
foreign currency translation gain of $2.7 million and $1.5 million, for the years ended December 31, 2020 and 2019, that are deferred and
recorded as a component of accumulated other comprehensive income in stockholders’ equity. A 200 basis point reduction in each of
these exchange rates at December 31, 2020 would have reduced the values of our net investments by approximately $61.5 million.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ........................................................................
CONSOLIDATED BALANCE SHEETS.......................................................................................................................................
CONSOLIDATED STATEMENTS OF EARNINGS....................................................................................................................
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME......................................................................................
CONSOLIDATED STATEMENTS OF EQUITY .........................................................................................................................
CONSOLIDATED STATEMENTS OF CASH FLOWS...............................................................................................................
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ....................................................................................................
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS .........................................................................................

Page
31
33
34
35
36
37
38
59

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors
Skechers U.S.A., Inc.
Manhattan Beach, California

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Skechers U.S.A., Inc. (the “Company”) as of December 31, 2020
and 2019, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the three years in
the period ended December 31, 2020, and the related notes and financial statement schedule listed in the accompanying index
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles
generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) and our report dated February 26, 2021 expressed an unqualified opinion thereon.

Change in Accounting Method Related to Leases

As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for leases during the
year ended December 31, 2019 due to the adoption of the Accounting Standards Codification (“ASC”) 842, Leases (“ASC 842”).

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.

Accounting for Leases

As described in Note 3 to the Company’s consolidated financial statements, as of December 31, 2020, the Company’s operating lease
right-of-use asset was $1,171.5 million and the operating lease liability was $1,269.4 million. The Company operates in the United
States and various foreign countries and continues to expand its operations. The Company continues to execute new lease contracts
and negotiate extensions and amendments of existing lease contracts.

We identified the accounting for leases under ASC 842 as a critical audit matter. The Company’s lease processes include the
following: (i) ensuring the completeness of new leases, lease extensions and amendments, and (ii) assessment of incremental
borrowing rates for each lease. Auditing these elements involved especially challenging auditor judgment and audit effort due to the

significant number of leases that are disaggregated in various countries and the specialized skills and knowledge needed to assess the
reasonableness of the incremental borrowing rates.

The primary procedures we performed to address this critical audit matter included:

•

•
•

Testing the design and operating effectiveness of certain controls relating to management’s assessment of: (i) the
completeness and accuracy of newly executed lease contracts, extensions, and amendments to existing lease contracts,
and (ii) the determination of the incremental borrowing rates.
Testing the appropriateness of the calculation of the right-of-use asset balance, operating lease liability and a
corresponding amortization expense for a sample of new, extended or amended lease contracts.
Testing the completeness and accuracy of lease contracts included in the lease system module.
Utilizing personnel with specialized knowledge and skill in valuation to assist in assessing the reasonableness of the
Company’s incremental borrowing rates. (cid:3)

Accounting for Income Taxes

As described in Note 10 to the Company’s consolidated financial statements, the Company’s total tax expense for the fiscal year
ended December 31, 2020 was $8.5 million, of which $32.3 million represented U.S. Federal tax benefit, $0.8 million represented
U.S. State tax expense, and the remaining $40.0 million represented foreign tax expense. The Company operates in multiple
jurisdictions worldwide through its wholly-owned subsidiaries and several joint ventures. During the current reporting period, the
Company implemented changes in the ownership structure of its international operations.

We identified accounting for the Company’s income tax provision as a critical audit matter. The Company’s tax provision processes
include the following: (i) reporting and data accumulation from multiple foreign jurisdictions, (ii) evaluation of potential impact of
recent changes in regulations and tax laws in the United States and various foreign jurisdictions, (iii) evaluation of assumptions in the
Company’s assessment of deferred tax assets and liabilities and related tax reserves, (iv) development of complex assumptions used in
transfer pricing studies and related determinations, (v) assessment of repatriation of foreign earnings and cash balances, and (vi)
implementation of changes in the ownership structure of its international operations. Auditing these elements involved especially
challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of
specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

•

Testing the design and operating effectiveness of certain controls relating to management’s assessment of: (i)
completeness and accuracy of reporting and data accumulation from multiple foreign jurisdictions, (ii) potential
implications of recent changes in regulations and tax laws in various foreign jurisdictions, (iii) reasonableness of
assumptions used in tax reserves, transfer pricing studies and repatriation of foreign earnings and cash balances, and (iv)
implementation of changes in the ownership structure of its international operations.

Evaluating management’s computation of deferred tax assets and liabilities and assessing the reasonableness of
assumptions used in the Company’s tax reserves for certain significant jurisdictions.

Testing mathematical accuracy and computation of the tax provision and agreeing to relevant source documents.

Utilizing personnel with specialized skill and knowledge in transfer pricing to assist in evaluating the reasonableness of
the Company’s assumptions, inputs and overall conclusions reached related to transfer pricing studies over inter-
company transactions.

Utilizing personnel with specialized skill and knowledge in domestic and foreign taxes to assist in i) evaluating the
reasonableness of the Company’s assumptions, inputs and methods used to estimate certain tax reserves, (ii) evaluating
the application of new and updated regulatory and legislative guidance and tax laws in various jurisdictions, (iii)
assessing the implementation of changes in the ownership structure of its international operations, and (iv) assessing the
appropriateness of conclusions reached related to foreign earnings repatriations.

/s/ BDO USA, LLP

We have served as the Company's auditor since 2013.

Los Angeles, California

February 26, 2021

SKECHERS U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

Current assets:

ASSETS

Cash and cash equivalents ...............................................................................................................
Short-term investments ....................................................................................................................
Trade accounts receivable, less allowances of $48,562 and $24,106 .........................................
Other receivables .............................................................................................................................
Total receivables ........................................................................................................................
Inventory..........................................................................................................................................
Prepaid expenses and other current assets .......................................................................................
Total current assets ($862,954 and $752,965 related to VIEs)..................................................
Property, plant and equipment, net ........................................................................................................
Operating lease right-of-use assets ........................................................................................................
Deferred tax assets .................................................................................................................................
Long-term investments ..........................................................................................................................
Goodwill ................................................................................................................................................
Other assets, net .....................................................................................................................................
Total non-current assets ($682,068 and $429,810 related to VIEs) ..........................................
TOTAL ASSETS ...................................................................................................................................

Current liabilities:

LIABILITIES AND EQUITY

Current installments of long-term borrowings.................................................................................
Short-term borrowings.....................................................................................................................
Accounts payable.............................................................................................................................
Operating lease liabilities.................................................................................................................
Accrued expenses ............................................................................................................................
Total current liabilities ($526,466 and $494,882 related to VIEs) ............................................
Long-term borrowings, excluding current installments.........................................................................
Long-term operating lease liabilities .....................................................................................................
Deferred tax liabilities............................................................................................................................
Other long-term liabilities......................................................................................................................
Total non-current liabilities ($365,235 and $136,912 related to VIEs).....................................
Total liabilities .......................................................................................................................................
Commitments and contingencies (Note 7)
Stockholders’ equity:

Preferred Stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding ..........
Class A Common Stock, $0.001 par value; 500,000 shares authorized;
133,618 and 131,071 shares issued and outstanding ....................................................................
Class B Common Stock, $0.001 par value; 75,000 shares authorized;
21,016 and 22,408 shares issued and outstanding ........................................................................
Additional paid-in capital ................................................................................................................
Accumulated other comprehensive loss ..........................................................................................
Retained earnings.............................................................................................................................
Skechers U.S.A., Inc. equity......................................................................................................
Noncontrolling interests...................................................................................................................
Total stockholders' equity ................................................................................................................
TOTAL LIABILITIES AND EQUITY .................................................................................................

As of December 31,

2020

2019

1,370,826
100,767
619,800
69,222
689,022
1,016,774
166,962
3,344,351
935,441
1,171,521
63,884
108,412
93,497
95,263
2,468,018
5,812,369

52,250
3,297
744,077
204,370
208,712
1,212,706
679,415
1,065,069
11,439
118,077
1,874,000
3,086,706

—

134

21
372,165
(27,285)
2,136,400
2,481,435
244,228
2,725,663
5,812,369

824,876
112,037
645,303
53,932
699,235
1,069,863
113,580
2,819,591
738,925
1,073,660
49,088
94,589
71,412
45,678
2,073,352
4,892,943

66,234
5,789
764,844
191,129
210,235
1,238,231
49,183
966,011
322
103,089
1,118,605
2,356,836

—

131

22
306,669
(29,993)
2,037,836
2,314,665
221,442
2,536,107
4,892,943

See accompanying notes to consolidated financial statements.

SKECHERS U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands, except per share data)
Sales .................................................................................................................. $
Cost of sales ......................................................................................................
Gross profit.............................................................................................
Royalty income .................................................................................................

2020
4,597,414
2,407,633
2,189,781
16,017
2,205,798

Year Ended December 31,
2019
5,220,051
2,728,894
2,491,157
22,493
2,513,650

Operating expenses:

Selling..........................................................................................................
General and administrative ..........................................................................
Selling, general and administrative ........................................................
Earnings from operations .......................................................................

318,097
1,754,017
2,072,114
133,684

369,901
1,625,306
1,995,207
518,443

Other income (expense):

Interest income ............................................................................................
Interest expense ...........................................................................................
Other, net .....................................................................................................
Total other income (expense)............................................................................
Earnings before income tax expense......................................................
Income tax expense ...........................................................................................
Net earnings ...........................................................................................
Less: Net earnings attributable to noncontrolling interests....................
Net earnings attributable to Skechers U.S.A., Inc.................................. $

Net earnings per share attributable to Skechers U.S.A., Inc.:

5,912
(16,327)
31,460
21,045
154,729
8,502
146,227
47,663
98,564

Basic ............................................................................................................ $
Diluted ......................................................................................................... $

0.64
0.64

Weighted-average shares used in calculating net earnings per share
attributable to Skechers U.S.A, Inc.:

11,782
(7,509)
(6,711)
(2,438)
516,005
88,753
427,252
80,692
346,560

2.26
2.25

$
$

2018
4,642,068
2,418,463
2,223,605
20,582
2,244,187

350,435
1,455,987
1,806,422
437,765

10,128
(5,847)
(10,162)
(5,881)
431,884
60,611
371,273
70,232
301,041

1.93
1.92

Basic ............................................................................................................
Diluted .........................................................................................................

154,184
154,894

153,392
154,151

155,815
156,450

See accompanying notes to consolidated financial statements.

SKECHERS U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)
Net earnings .............................................................................................. $
Other comprehensive income:

Gain (loss) on foreign currency translation adjustment.......................
Comprehensive income.............................................................................

Less: Comprehensive income attributable to noncontrolling
interests.............................................................................................
Comprehensive income attributable to Skechers U.S.A., Inc. .................. $

2020

Year Ended December 31,
2019

2018

146,227

427,252

371,273

11,540
157,767

1,298
428,550

56,495
101,272

80,495
348,055

(24,806)
346,467

62,170
284,297

See accompanying notes to consolidated financial statements.

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SKECHERS U.S.A., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
Cash flows from operating activities:

Net earnings ................................................................................................. $
Adjustments to reconcile net earnings to net cash provided by operating
activities:

Depreciation and amortization................................................................
Provision for bad debts and returns ........................................................
Stock compensation................................................................................
Deferred income taxes ............................................................................
Net settlement gain .................................................................................
Other items, net ......................................................................................
Net foreign currency adjustments...........................................................

Changes in operating assets and liabilities:

Receivables.............................................................................................
Inventory.................................................................................................
Other assets.............................................................................................
Accounts payable....................................................................................
Other liabilities .......................................................................................
Net cash provided by operating activities ......................................

Cash flows from investing activities:

Capital expenditures.....................................................................................
Acquisitions, net of cash acquired ...............................................................
Proceeds from sale of property, plant and equipment..................................
Purchases of investments .............................................................................
Proceeds from sales and maturities of investments .....................................
Net cash used in investing activities...............................................

Cash flows from financing activities:

Net proceeds from the employee stock purchase plan.................................
Repayments on long-term borrowings.........................................................
Proceeds from long-term borrowings ..........................................................
Repayments on short-term borrowings, net .................................................
Payments for employee taxes related to stock compensation ......................
Repurchases of common stock.....................................................................
Purchase of noncontrolling interest..............................................................
Distributions to noncontrolling interests......................................................
Net cash provided by (used in) financing activities .......................
Effect of exchange rates on cash and cash equivalents .....................................
Net change in cash and cash equivalents...........................................................
Cash and cash equivalents at beginning of the period.......................................
Cash and cash equivalents at end of the period................................................. $
Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest .................................................................................................... $
Income taxes, net ....................................................................................

Non-cash transactions:

Land and other assets contribution from noncontrolling interests .........
Note payable contribution from noncontrolling interest ........................
Purchase price adjustment for Skechers Mexico....................................

2020

Year Ended December 31,
2019

2018

146,227

427,252

371,273

142,810
50,696
65,240
(19,568)
(13,877)
—
(13,854)

13,259
78,632
(153,092)
(37,714)
72,694
331,453

(309,916)
—
—
(166,614)
164,062
(312,468)

5,916
(86,357)
702,998
(2,492)
(5,658)
—
—
(81,105)
533,302
(6,337)
545,950
824,876
1,370,826

15,987
55,825

—
—
49,045

111,515
52,456
41,076
(7,568)
—
334
2,114

(118,390)
(171,903)
(69,234)
154,464
4,436
426,552

(236,111)
(100,658)
5,547
(189,624)
176,773
(344,073)

6,173
(4,108)
33,296
(1,433)
(14,313)
(30,019)
(82,894)
(38,675)
(131,973)
2,133
(47,361)
872,237
824,876

7,140
88,753

36,934
2,150
—

109,680
35,730
30,468
(9,767)
—
550
10,072

(136,188)
(7,212)
(30,069)
174,352
19,663
568,552

(143,036)
—
—
(446,127)
269,749
(319,414)

5,297
(1,683)
18,626
(787)
(14,191)
(99,977)
—
(27,000)
(119,715)
6,383
135,806
736,431
872,237

5,568
93,041

—
—
—

See accompanying notes to consolidated financial statements.

SKECHERS U.S.A., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020, 2019 and 2018

(1)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Skechers U.S.A., Inc. and subsidiaries (the “Company”) designs, develops, markets and distributes footwear. The Company’s
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
(“GAAP”) as codified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). All
significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to
the consolidated financial statements in prior years to conform to the current year presentation.

EFFECTS OF THE COVID-19 PANDEMIC ON THE COMPANY’S BUSINESS

In March 2020, the Company temporarily closed its stores around the world and temporarily furloughed a meaningful portion
of its hourly employees. The Company began reopening its stores in April 2020, and as of December 31, 2020, over 90% of the
Company-owned retail stores have reopened. The Company continues to monitor and react to the COVID-19 pandemic, including
conforming to local governments and global health organizations’ guidance, implementing global travel restrictions, and
implementing “work from home” measures for many of its employees. The Company is actively monitoring and assessing the rapidly
emerging government policies and economic stimulus responses to the COVID-19 pandemic around the world.

Although the Company has reopened the majority of its worldwide retail stores, the economic impact of the COVID-19
pandemic continues to negatively affect the Company’s results of operations. Many of the reopened retail stores continue to have
temporarily reduced operating hours and less foot traffic, which has resulted in lower sales. Additionally, the reopening of stores and
corporate offices required the Company to implement safety protocols, facilitate social distancing, enhance cleaning and sanitation
activities, and provide masks and gloves to all employees. These safety processes and procedures have increased our costs to operate
for the foreseeable future. Given the unprecedented impact the COVID-19 pandemic has had, the Company is unable to forecast
consumer demand and store productivity. Whether and how quickly customers may resume shopping, and the effect of the pandemic
on consumer behavior and spending patterns remains highly uncertain. The Company expects customer demand to be suppressed in
the near term. In addition, it is possible that there will be an increase in the number of COVID-19 cases in the future, which could
require the Company’s stores to close again and negatively impact the Company’s sales.

As the COVID-19 pandemic is complex and rapidly evolving, the Company’s plans as described above may change. The
Company expects that the ongoing impact of the COVID-19 pandemic and the resulting economic disruption may have a material
adverse effect on its consolidated results of operations, financial position, and cash flows beyond fiscal year 2020.

USE OF ESTIMATES

The Company has made a number of estimates and assumptions relating to the reporting of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with
GAAP. Significant areas requiring the use of estimates relate primarily to revenue recognition, allowance for bad debts, returns, sales
allowances and customer chargebacks, inventory write-downs, valuation of intangibles and long-lived assets, goodwill, litigation
reserves and valuation of deferred income taxes. Actual results could differ materially from those estimates.

BUSINESS SEGMENT INFORMATION

The Company’s operations and segments are organized along its distribution channels and consist of the following: Domestic
Wholesale, International Wholesale, and Direct-to-Consumer. Information regarding these segments is summarized in Note 13 –
Segment and Geographic Information.

REVENUE RECOGNITION

The Company derives income from the sale of footwear and royalties earned from licensing the Skechers brand. The Company
recognizes sales revenue, net of estimated returns and excluding sales and value added taxes. Revenue is recognized at point of sale or
upon shipment, the point in time where control transfers to the customer.

For North America, goods are shipped free on board (“FOB”) shipping point directly from the Company’s U.S. distribution
center. For international wholesale customers, product is shipped FOB shipping point: (i) directly from the Company’s European
distribution center; (ii) to third-party distribution centers in Central America, South America and Asia; or (iii) directly from third-party
manufacturers to other international customers. For distributor sales, product is generally delivered directly from independent factories
to third-party distribution centers or to distributors’ freight forwarders on a free named carrier basis. Wholesale sales are recognized
upon shipment. Related costs paid to third-party shipping companies are recorded as cost of sales and are accounted for as a

fulfillment cost. Direct-to-consumer revenues are primarily generated from sales to customers at the Company’s retail stores
recognized at the point of sale and sales made through its websites recognized upon shipment.

The Company earns royalty income from symbolic licensing arrangements in which third parties sell product with the
Company’s brand. Upon signing a new licensing agreement, the Company receives up-front fees, which are generally characterized as
prepaid royalties. These fees are initially deferred and recognized as revenue is earned (i.e., as licensed sales are reported to the
Company or on a straight-line basis over the term of the agreement). The Company applies the sales-based royalty exception for the
royalty income based on sales and recognizes revenue only when subsequent sales occur. The Company calculates and accrues
estimated royalties based on individual agreement terms and correspondence with its licensees regarding actual sales.

ALLOWANCE FOR BAD DEBTS, RETURNS, SALES ALLOWANCES AND CUSTOMER CHARGEBACKS

The Company provides a reserve, charged against revenue and its receivables, for estimated losses that may result from its
customers’ inability to pay. To minimize the likelihood of uncollectibility, customers’ credit-worthiness is reviewed and adjusted
periodically in accordance with external credit reporting services, financial statements issued by the customer and the Company’s
experience with the customer’s account. The Company determines the amount of the reserve by analyzing known uncollectible
accounts, aged receivables, economic conditions in the customers’ countries or industries, historical losses and its customers’ credit-
worthiness. Amounts later determined and specifically identified to be uncollectible are charged against this reserve. Allowances for
bad debts are recorded to general and administrative expenses. Direct-to-consumer receivables represent amounts due from credit card
companies and are generally collected within a few days of the purchase. The Company typically extends credit terms to its wholesale
customers based on their creditworthiness and generally does not receive advance payments. Generally, wholesale customers do not
have the right to return goods, however, the Company periodically decides to accept returns or provide customers with credits.

Sales and cost of sales are reduced by an estimate of customer merchandise returns, which is calculated based on historical
experience. The Company also reserves for potential disputed amounts or chargebacks from its customers. The Company’s
chargeback reserve is based on a collectability percentage calculated using factors such as historical trends, current economic
conditions and nature of the chargeback.

WAREHOUSE AND DISTRIBUTION COSTS

The Company’s distribution network-related costs are included in general and administrative expenses. Distribution expenses,
including the functions of purchasing, receiving, inspecting, allocating, warehousing and packaging product totaled $315.8 million,
$276.4 million and $249.6 million for 2020, 2019 and 2018.

PRODUCT DESIGN AND DEVELOPMENT COSTS

The Company charges product design and development costs to general and administrative expenses. Aggregate product design
and development costs were approximately $17.9 million, $16.8 million, and $18.5 million during the years ended
December 31, 2020, 2019 and 2018.

ADVERTISING

Advertising costs are expensed in the period in which an advertisement first runs, or over the life of an endorsement contract.
Advertising expense for the years ended December 31, 2020, 2019 and 2018 was approximately $248.7 million, $297.1 million and
$278.4 million. Prepaid advertising costs were $3.8 million and $6.4 million at December 31, 2020 and 2019. Prepaid amounts
represent the unamortized portion of endorsement contracts, advertising in trade publications and media productions created, but not
run.

INCOME TAXES

The Company recognizes deferred tax liabilities for taxable temporary differences and deferred tax assets for deductible
temporary differences and operating loss carry-forwards using enacted tax rates in effect in the years the differences are expected to
reverse. Deferred income tax benefit or expense is recognized as a result of changes in net deferred tax assets or deferred tax
liabilities. A valuation allowance is recorded when it is more likely than not that some or all of any deferred tax assets will not be
realized.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include deposits with initial terms of less than three months. For purposes of the consolidated
statements of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to
be cash equivalents.

INVESTMENTS

Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as

short-term investments.

INVENTORY

Inventory, principally finished goods, is stated at the lower of cost (based on the first-in, first-out method) or net realizable
value. Cost includes shipping and handling fees and product cost, which are subsequently expensed to cost of sales. The Company
provides for estimated losses from obsolete or slow-moving inventory and writes down the cost of inventory at the time such
determinations are made. Reserves are estimated based on inventory on hand, historical sales activity, industry trends, the retail
environment, and the expected net realizable value. The net realizable value is determined using estimated sales prices of similar
inventory through off-price or discount store channels.

BUSINESS COMBINATIONS

Business acquisitions are accounted for under the acquisition method by assigning the purchase price to tangible and intangible
assets acquired and liabilities assumed. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the
purchase price over the amounts assigned is recorded as goodwill. Purchased intangible assets with finite lives are amortized over their
estimated useful lives. The purchase price allocation is subject to adjustment until the Company has completed its analysis within the
measurement period.

In the first quarter of 2019, we purchased the minority interest in our India joint-venture for $82.9 million, which made our India

joint-venture entity a wholly-owned subsidiary.

On April 1, 2019, the Company purchased a 60% interest in Manhattan SKMX, S. de R.L. de C.V. (“Skechers Mexico”), for
total cash consideration of $120.6 million, net of cash acquired. Skechers Mexico is a joint venture operating and generating sales in
Mexico. As a result of this purchase, Skechers Mexico became a majority-owned subsidiary and its results are consolidated in the
consolidated financial statements beginning April 1, 2019. The Company completed its purchase price allocation during the first
quarter of 2020. The total purchase consideration was allocated to the assets acquired of $248.7 million and liabilities assumed of
$47.3 million based on their estimated fair values. The change to the provisional amounts resulted in a $22.1 million increase to
goodwill, a $49.1 million increase to intangible assets and a $17.1 million increase to deferred tax liabilities. Additionally, the change
to the provisional amounts resulted in a $13.9 million gain on reacquired rights and an increase in amortization expense and
accumulated amortization of $7.0 million, of which $5.2 million relates to the prior year and an $8.0 million increase in inventory, of
which $6.0 million relates to the prior year. The prior year amounts were not material to amortization expense or cost of sales within
the consolidated statements of earnings for the year ended December 31, 2019. Acquisition-related costs of $0.9 million, associated
with the acquisition, were expensed as incurred and included in general and administrative expenses in the condensed consolidated
statement of earnings. The pro forma and actual results of operations for this acquisition have not been presented because they are not
material.

GOODWILL

As of December 31, 2020, the Company had $93.5 million of goodwill with $91.9 million allocated to International Wholesale
and $1.6 million to Domestic Wholesale. Goodwill is not amortized but is tested at least annually in the fourth quarter for impairment
or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

INTANGIBLE ASSETS

The Company has amortizable intangible assets consisting of reacquired rights with a gross carrying value of $49.1 million and
accumulated amortization of $12.1 million as of December 31, 2020. Purchased intangible assets with finite lives are amortized over
their estimated useful lives. In addition to purchase price adjustments, amortization expense related to amortizable intangible assets
was $6.9 million for the year ended December 31, 2020. Future amortization expense related to amortizable intangible assets will be
approximately $6.9 million per year for the each of the years 2021 through 2025. The weighted-average amortization period for
amortizable reacquired rights is 7 years.

NONCONTROLLING INTERESTS

The Company has equity interests in several joint ventures that were established either to exclusively distribute the Company’s
products throughout Mexico, Asia and the Middle East or to construct the Company’s domestic distribution facility. These joint
ventures are variable interest entities (“VIE”), and the Company is considered the primary beneficiary. This determination is based on
the relationships between the Company and the VIE, including management agreements, governance documents and other contractual
arrangements. Specifically, the Company has both of the following characteristics: (a) the power to direct the activities of the entity
that most significantly impact the entity’s economic performance; and (b) the obligation to absorb losses of the entity that could
potentially be significant to the VIE, or the right to receive benefits from the entity that could potentially be significant to the VIE. The
assets and liabilities and results of operations of these entities are included in the Company’s consolidated financial statements, even
though the Company may not hold a majority equity interest. There have been no changes during 2020 in the accounting treatment or
characterization of any previously identified VIE. The Company continues to reassess these relationships quarterly. The assets of these
joint ventures are restricted, as they are not available for general business use outside the context of such joint ventures. The holders of
the liabilities of each joint venture have no recourse to the Company.

FOREIGN CURRENCY TRANSLATION

The Company’s reporting currency is the U.S. dollar. Certain international operations use the respective local currency as their
functional currency, while others use the U.S. dollar as their functional currency. Translation adjustments for subsidiaries with non-
U.S. dollar functional currencies are included in other comprehensive income. Foreign currency transaction gains (losses), resulting
from exchange rate fluctuations, on transactions denominated in a currency other than the functional currency are reported in earnings.
Assets and liabilities of subsidiaries with non-U.S. dollar functional currencies are translated at the balance sheet date exchange rate.
Net income (loss) and cash flow items are translated at the weighted-average exchange rates during the period. Translations of
intercompany loans of a long-term investment nature are included as a component of translation adjustment in other comprehensive
income.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value hierarchy as defined by applicable accounting standards prioritizes the use of inputs used in valuation techniques

into the following three levels:

•
•
•

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Other observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that cannot be corroborated by market data that reflect the reporting entity’s own
assumptions.

The Company’s Level 1 investments primarily include money market funds and U.S. Treasury securities; Level 2 investments
primarily include corporate notes and bonds, asset-backed securities, U.S. Agency securities, and actively traded mutual funds; and the
Company does not currently have any Level 3 assets or liabilities. The Company has one Level 2 derivative instrument which is an
interest rate swap related to the refinancing of its U.S. distribution center (see Note 6 – Financial Commitments) classified as other
long-term liabilities. The fair value of the interest rate swap was determined using the market standard methodology of netting the
discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipt was based on an
expectation of future interest rates (forward curves) derived from observable market interest rate curves. Credit valuation adjustments
were incorporated to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance
risk in the fair value measurements.

The carrying amount of receivables, payables and other amounts arising out of the normal course of business approximates fair
value because of the relatively short maturity of such instruments. The carrying amount of the Company’s short-term and long-term
borrowings, which are considered Level 2 liabilities, approximates fair value based on current rates and terms available to the
Company for similar debt.

DERIVATIVE INSTRUMENTS

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage exposure to
interest rate movements. To accomplish this objective, the Company uses an interest rate swap as part of its interest rate risk
management strategy. The Company’s interest rate swap, designated as a cash flow hedge, involves the receipt of variable amounts
from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying
notional amount. By utilizing an interest rate swap, the Company is exposed to credit-related losses in the event that the counterparty
fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with
major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its
counterparties. As of December 31, 2020, all counterparties to the interest rate swap had performed in accordance with their
contractual obligations.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instrument,” (“ASU 2016-13”) which amends the impairment model by requiring entities to use a forward-looking
approach based on expected losses to estimate credit losses on certain types of financial instruments; including, trade and other
receivables, loans and held-to-maturity debt securities, to record an allowance for credit risk based on expected losses rather than
incurred losses. The Company adopted ASU 2016-03 on January 1, 2020, and the adoption of this ASU did not have a material impact
on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the
Disclosure Requirements for Fair Value Measurement, (“ASU 2018-13”) which modifies the disclosure requirements on fair value
measurements, including the consideration of costs and benefits. The Company adopted ASU 2018-13 on January 1, 2020, and the
adoption of this ASU did not have a material impact on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, (“ASU
2018-15”). ASU 2018-15 requires that issuers follow the internal-use software guidance in ASC 350-40 to determine which costs to

capitalize as assets or expense as incurred. The guidance in ASC 350-40 requires that certain costs incurred during the application
development stage be capitalized and other costs incurred during the preliminary project and post-implementation stages be expensed
as they are incurred. The Company adopted ASU 2018-15 on January 1, 2020, and the adoption of this ASU did not have a material
impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,
(“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general income tax accounting methodology including an
exception for the recognition of a deferred tax liability when a foreign subsidiary becomes an equity method investment and an
exception for interim periods showing operating losses in excess of anticipated operating losses for the year. The amendment also
reduces the complexity surrounding franchise tax recognition; the step up in the tax basis of goodwill in conjunction with business
combinations; and the accounting for the effect of changes in tax laws enacted during interim periods. The amendments in this update
are effective for the Company for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company does
not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting, as amended and supplemented by subsequent ASUs (collectively, “ASU 2020-04”), which
provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference
rates that are expected to be discontinued. This guidance is applicable for borrowing instruments, which use LIBOR as a reference
rate, and is effective immediately, but is only available through December 31, 2022. The Company does not expect the adoption of
this ASU to have a material impact on its consolidated financial statements.

(2) CASH, CASH EQUIVALENTS, SHORT-TERM AND LONG-TERM INVESTMENTS

The following tables show the Company’s cash, cash equivalents, short-term and long-term investments by significant

investment category:

(in thousands)
Cash.................................................................. $
Level 1:

Money market funds ..................................
U.S. Treasury securities .............................
Total level 1 ............................................

Level 2:

Corporate notes and bonds.........................
Asset-backed securities ..............................
U.S. Agency securities ...............................
Mutual funds ..............................................
Total level 2 ............................................
TOTAL............................................................. $

Adjusted Cost

Fair Value

As of December 31, 2020
Cash and Cash
Equivalents

Short-Term
Investments

Long-Term
Investments

946,961

— $

—

423,865
21,146
445,011

117,253
28,253
3,681
38,846
188,033
1,580,005

423,865
21,146
445,011

117,253
28,253
3,681
38,846
188,033
1,580,005

423,865
—
423,865

—
—
—
—
—
1,370,826

—
8,067
8,067

83,521
5,498
3,681
—
92,700
100,767

—
13,079
13,079

33,732
22,755
—
38,846
95,333
108,412

(in thousands)
Cash.................................................................. $
Level 1:

Money market funds ..................................
U.S. Treasury securities .............................
Total level 1 ............................................

Level 2:

Adjusted Cost

Fair Value

As of December 31, 2019
Cash and Cash
Equivalents

Short-Term
Investments

Long-Term
Investments

662,355

— $

162,521
9,686
172,207

132,431
23,614
12,352
28,543
196,940
1,031,502

162,521
9,686
172,207

132,431
23,614
12,352
28,543
196,940
1,031,502

162,521
—
162,521

—
—
—
—
-
824,876

—
1,679
1,679

104,130
263
5,965
—
110,358
112,037

—

—
8,007
8,007

28,301
23,351
6,387
28,543
86,582
94,589

The Company’s investments consist of U.S. Treasury securities, corporate notes and bonds, asset-backed securities and U.S.
Agency securities, which the Company has the intent and ability to hold to maturity and therefore are classified as held-to-maturity.
The Company holds mutual funds in its deferred compensation plan which are classified as trading securities.

The Company may sell certain of its investments prior to their stated maturities for strategic reasons including, but not limited
to, anticipation of credit deterioration and duration management. The maturities of the Company’s long-term investments are typically

less than two years. The Company minimizes the potential risk of principal loss by investing in highly-rated securities and limiting the
amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio.

When evaluating an investment for its current expected credit losses, the Company reviews factors such as historical experience
with defaults, losses, credit ratings, term, market sector and macroeconomic trends, including current conditions and forecasts to the
extent they are reasonable and supportable.

(3) LEASES

The Company regularly enters into non-cancellable operating leases for retail stores, distribution facilities, offices, showrooms
and automobiles. Retail stores typically have initial terms ranging from 5 to 10 years and other real estate or facility leases may have
initial lease terms of up to 20 years. In connection with the adoption of ASC 842, Leases, beginning with the first quarter of 2019, the
Company’s leases are recorded as operating lease right-of-use (“ROU”) assets and operating leases liabilities. Operating lease
liabilities are recognized based on the present value of the fixed portion of lease payments over the lease term at the commencement
date. Net present value is calculated using an incremental borrowing rate based on a combination of market-based factors, such as
market quoted forward yield curves and Company specific factors, such as lease size and duration. Many of the Company’s real estate
leases include options to extend and are included in the lease obligations when considered reasonably certain. ROU assets are
recognized based on operating lease liabilities reduced by lease incentives and initial direct costs incurred. Fixed lease cost is
recognized on a straight-line basis over the lease term.

The Company’s real estate leases may also require additional payments for percentage rent, real estate taxes, or other
occupancy-related costs. Percentage rent, a variable cost, is recognized in the consolidated financial statements when incurred and is
based on the specific terms in the lease agreement. Real estate taxes and other occupancy-related costs are non-lease components.

Operating lease cost and other information:

(in thousands)
Fixed lease cost ................................................................ $
Variable lease cost............................................................
Operating cash flows used for leases ...............................
ROU assets exchanged for lease liabilities upon
adoption of ASC 842 ...............................................
ROU assets exchanged for lease liabilities .................
Weighted-average remaining lease term ..........................
Weighted-average discount rate .......................................

Year Ended December 31,

2020

2019

266,105
3,455
257,775

246,296
13,104
264,424

—
318,713
4.31 years

1,035,062
122,078
4.66 years

3.67%

4.20%

The following table presents future lease payments as of December 31, 2020:

Year (in thousands)
2021 ......................................................................................................... $
2022 .........................................................................................................
2023 .........................................................................................................
2024 .........................................................................................................
2025 .........................................................................................................
Thereafter ................................................................................................
Total lease payments ............................................................................... $
Less: Imputed interest........................................................................
Operating lease liabilities ........................................................................ $

Operating Leases

254,674
226,841
202,515
186,135
167,501
400,261
1,437,927
(168,488)
1,269,439

As of December 31, 2020, the Company has operating leases, primarily for new retail stores, that have not yet commenced

which will generate additional ROU assets of $14.9 million. Rent expense for the year ended 2018 was $257.6 million.

(4)

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is summarized as follows:

(in thousands)
Land............................................................................................ $
Buildings and improvements......................................................
Furniture, fixtures and equipment ..............................................
Leasehold improvements............................................................
Total property, plant and equipment.....................................
Less accumulated depreciation and amortization.......................

Property, plant and equipment, net ....................................... $

As of December 31,

2020

95,712 $
531,059
485,349
506,459
1,618,579
683,138
935,441 $

2019

90,862
349,066
454,837
453,805
1,348,570
609,645
738,925

Depreciation expense for the year ended December 31, 2020 was $115.5 million as calculated using the straight-line method,

which is based on the following estimated useful lives:

Buildings ............................................... 20 years
Building improvements......................... 10 years
Furniture, fixtures and equipment ......... 5 to 20 years
Leasehold improvements ...................... Shorter of useful life or remaining

lease term

The Company reviews all stores for impairment annually or when facts and circumstances indicate that the carrying values may
be impaired. The Company performs an evaluation of recoverability by comparing the carrying values of the net assets to their related
projected undiscounted future cash flows, in addition to other quantitative and qualitative analyses. The Company did not record
material impairment charges during the years ended December 31, 2020, 2019 or 2018.

(5) ACCRUED EXPENSES

Accrued expenses at December 31, 2020 and 2019 are summarized as follows:

(in thousands)
Accrued payroll, taxes, and other................................................ $
Return reserve liability................................................................
Accrued inventory purchases ......................................................

Accrued expenses .................................................................. $

As of December 31,

2020
104,004 $
77,219
27,489
208,712 $

2019

92,264
69,048
48,923
210,235

(6)

FINANCIAL COMMITMENTS

The Company had $38.7 million and $3.8 million of outstanding letters of credit as of December 31, 2020 and December 31,

2019, and approximately $3.3 million and $5.8 million in short-term borrowings as of December 31, 2020 and December 31, 2019.

Long-term borrowings were as follows:

(in thousands)
Revolving Credit Facility .................................................. $
HF-T1 Distribution Center Loan .......................................
HF-T2 Distribution Center Construction Loan .................
China Distribution Center Construction Loan...................
China Operational Loans...................................................
Other ..................................................................................
Subtotal..............................................................................
Less: Current installments............................................
Total long-term borrowings............................................... $

As of December 31,

2020

2019

452,500
129,505
22,169
77,501
48,743
1,247
731,665
(52,250)
679,415

—
63,692
—
48,791
2,541
393
115,417
(66,234)
49,183

Revolving Credit Facility

On November 21, 2019, the Company entered into a $500.0 million senior unsecured revolving credit facility, which matures on
November 21, 2024 (the “2019 Credit Agreement”), with Bank of America, N.A., as administrative agent and joint lead arranger,

HSBC Bank USA, N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers, and other lenders. The 2019 Credit Agreement may
be increased by up to $250.0 million under certain conditions and provides for the issuance of letters of credit and swingline loans up
to a maximum of $100.0 million and $25.0 million. The Company may use the proceeds from the 2019 Credit Agreement for working
capital and other lawful corporate purposes. Borrowings on the 2019 Credit Agreement’s revolving credit facility and letters of credit
bear interest, at the Company’s option, at a rate equal to (a) LIBOR plus an applicable margin between 1.125% and 1.625% based
upon the Company’s Total Adjusted Net Leverage Ratio (as defined in the 2019 Credit Agreement) or (b) a base rate (defined as the
highest of (i) the Federal Funds Rate plus 0.50%, (ii) the Bank of America prime rate and (iii) LIBOR plus 1.00%) plus an applicable
margin between 0.125% and 0.625% based upon the Company’s Total Adjusted Net Leverage Ratio. The weighted-average annual
interest rate on borrowings under the 2019 Credit Agreement was approximately 1.53% during the year ended December 31, 2020.
The 2019 Credit Agreement contains certain customary affirmative and negative covenants and events of default for credit facilities of
this type.

The 2019 Credit Agreement requires the Company to maintain a maximum Total Adjusted Net Leverage Ratio of 3.75:1, except
in the event of an acquisition in which case the ratio may be increased at the Company’s election to 4.25:1 for the quarter in which
such acquisition occurs and for the next three quarters thereafter.

As of December 31, 2020, there was $47.5 million available under the Company’s 2019 Credit Agreement. As of December 31,
2019, the entire $500 million was available, and the Company had not utilized the 2019 Credit Agreement for letters of credit. The
Company was in compliance with the financial covenants under the 2019 Credit Agreement as of December 31, 2020.

HF-T1 Distribution Center Loan

On August 11, 2015, the Company’s joint venture with HF Logistics I, LLC (“HF”), HF Logistics-SKX, LLC (the “JV”),
through a wholly-owned subsidiary of the JV (“HF-T1”), entered into an amended and restated construction loan agreement with Bank
of America, N.A., as administrative agent and as a lender, and CIT Bank, N.A. and Raymond James Bank, N.A., as lenders
(collectively, the “Amended Construction Loan Agreement”). Under the Amended Construction Loan Agreement, the parties agreed
that the lenders would loan $70 million to HF-T1 (the “2015 Loan”) at an interest rate per annum of LIBOR Daily Floating Rate (as
defined therein) plus a margin of 2%. On March 18, 2020, HF-T1 entered into an amendment to the 2015 Loan (the “2020
Amendment”) that increased the borrowings under the 2015 Loan to $129.5 million and extended the maturity date of the 2015 Loan
to March 18, 2025 (the “HF-T1 2020 Loan”). The proceeds of the 2020 Amendment were used by the JV to (i) refinance all amounts
owed on the 2015 Loan, (ii) pay $1.0 million in accrued interest, loan fees and other closing costs associated with the 2020
Amendment and (iii) make a distribution of $64.4 million to HF. Pursuant to the 2020 Amendment, the interest rate per annum on the
HF-T1 2020 Loan is the LIBOR Daily Floating Rate (as defined therein) plus a margin of 1.75%.

On August 11, 2015, HF-T1 and Bank of America, N.A. also entered into an ISDA master agreement (together with the
schedule related thereto, the “Swap Agreement”) to govern derivative and/or hedging transactions that HF-T1 concurrently entered
into with Bank of America, N.A. The Company’s objective in using the Swap Agreement is to stabilize interest expense and manage
exposure to interest rate volatility. Pursuant to the Swap Agreement, on August 14, 2015, HF-T1 entered into a confirmation of swap
transactions (the “Interest Rate Swap”) with Bank of America, N.A. The Interest Rate Swap had an effective date of August 12, 2015
and a maturity date of August 12, 2022, subject to early termination at the option of HF-T1, commencing on August 1, 2020. On
March 18, 2020, HF-T1 and Bank of America, N.A. executed an amendment to the Swap Agreement (the “Swap Agreement
Amendment”) to extend the maturity date of the Interest Rate Swap to March 18, 2025. The Swap Agreement Amendment fixes the
effective interest rate on the HF-T1 2020 Loan at 2.55% per annum. The 2020 Amendment and the Swap Agreement Amendment are
subject to customary covenants and events of default. Bank of America, N.A. also acts as a lender and syndication agent under the
Company’s 2019 Credit Agreement.

The Interest Rate Swap involves the receipt of variable amounts from a counterparty in exchange for making fixed-rate
payments over the life of the agreements without exchange of the underlying notional amount. As of December 31, 2020, the Interest
Rate Swap had an aggregate notional amount of $129.5 million. Under the terms of the Swap Agreement Amendment, the Company
will pay a weighted-average fixed rate of 0.795% on the notional amount and receive payments from the counterparty based on the 30-
day LIBOR rate, effectively modifying the Company’s exposure to interest rate risk by converting floating-rate debt to a fixed rate of
4.08%. By using a derivative instrument, the Company is exposed to credit-related losses in the event that the counterparty fails to
perform under the terms of the contract. To mitigate this risk, the Company enters into derivative contracts with major financial
institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties.
As of December 31, 2020, all counterparties to the Interest Rate Swap had performed in accordance with their contractual obligations.

HF-T2 Distribution Center Construction Loan

On April 3, 2020, the JV, through HF Logistics-SKX T2, LLC, a wholly-owned subsidiary of the JV (“HF-T2”), entered into a
construction loan agreement with Bank of America, N.A. as administrative agent and lender (collectively, the “2020 Construction
Loan Agreement”), pursuant to which the JV obtained a loan of up to $73.0 million used to expand the U.S. distribution center (the
“HF-T2 2020 Construction Loan”). Under the 2020 Construction Loan Agreement, the interest rate per annum on the HF-T2 2020
Construction Loan is LIBOR Daily Floating Rate (as defined therein) plus a margin of 190 basis points, reducing to 175 basis points

upon substantial completion of the construction and certain other conditions being satisfied. The weighted-average annual interest rate
on borrowings under the 2020 Construction Loan Agreement was approximately 2.05% during the year ended December 31, 2020.
The maturity date of the HF-T2 2020 Construction Loan is April 3, 2025. The obligations of the JV under the 2020 Construction Loan
Agreement are guaranteed by TGD Holdings I, LLC, which is an affiliate of HF.

China Distribution Center Construction Loan

On September 29, 2018, through its Taicang subsidiary (“TC Subsidiary”), the Company entered into a 700 million yuan loan
agreement with China Construction Bank Corporation (“the China DC Loan”) to finance the construction of the Company’s
distribution center in China. Interest is paid quarterly. The interest rate floats and is calculated at a reference rate provided by the
People’s Bank of China. The interest rate at December 31, 2020 was 4.28% and may increase or decrease over the life of the loan, and
will be evaluated every 12 months. The principal of the loan will be repaid in semi-annual installments, beginning in 2021, of variable
amounts as specified in the China DC Loan. The China DC Loan contains customary affirmative and negative covenants for secured
credit facilities of this type. The China DC Loan matures on September 28, 2023. The obligations of the TC Subsidiary under the
China DC Loan are jointly and severally guaranteed by the Company’s Chinese joint venture.

China Operational Loans

The Company has entered certain secured credit facilities to support the operations of its Chinese joint venture. The balance of
working capital loans at December 31, 2020 was approximately $30.1 million with interest rates ranging from 1.75% to 3.92% per
annum, payable at terms agreed by the lender. The balance of loans related to a corporate office building in Shanghai was
approximately $18.6 million with interest at 4.28% per annum, payable at terms agreed by the lender. There was no amount
outstanding on these credit facilities at December 31, 2019.

The following table presents the future principal payments required under the Company’s debt obligations, discussed above:

Year (in thousands)
2021 ......................................................................................... $
2022 .........................................................................................
2023 .........................................................................................
2024 .........................................................................................
2025 .........................................................................................

Maturities

52,250
29,026
33,962
452,500
163,927
731,665

(7) COMMITMENTS AND CONTINGENCIES

PRODUCT AND OTHER FINANCING

The Company finances production activities in part through the use of interest-bearing open purchase arrangements with certain
of its international manufacturers. These arrangements currently bear interest at rates between 0.0% and 0.4% for 30- to 60-day
financing. The amounts included in accounts payable and outstanding under these arrangements were $210.1 million and
$214.7 million at December 31, 2020 and 2019. Interest expense incurred by the Company under these arrangements totaled
$7.4 million in 2020, $7.9 million in 2019, and $3.3 million in 2018. The Company has open purchase commitments with its foreign
manufacturers of $1.1 billion and warehouse and equipment and corporate construction contracts of $583.2 million for the expansion
of its distribution centers and corporate headquarters, which are not included in the consolidated balance sheets at December 31, 2020.

LITIGATION

The Company recognizes legal expense in connection with loss contingencies as incurred.

In accordance with GAAP, the Company records a liability in its consolidated financial statements for loss contingencies when a
loss is known or considered probable and the amount can be reasonably estimated. When determining the estimated loss or range of
loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Estimates of probable losses resulting
from litigation and governmental proceedings are inherently difficult to predict, particularly when the matters are in the procedural
stages or with unspecified or indeterminate claims for damages, potential penalties, or fines. Accordingly, the Company cannot
determine the final amount, if any, of its liability beyond the amount accrued in the consolidated financial statements as of December
31, 2020, nor is it possible to estimate what litigation-related costs will be in the future; however, the Company believes that the
likelihood that claims related to litigation would result in a material loss to the Company, either individually or in the aggregate, is
remote.

(8)

STOCKHOLDERS’ EQUITY AND STOCK COMPENSATION

COMMON STOCK

The authorized capital stock of the Company consists of 500 million shares of Class A Common Stock, par value
$0.001 per share (“Class A Common Stock”), 75 million shares of Class B Common Stock, par value $0.001 per share (“Class B
Common Stock”), and 10 million shares of Preferred Stock, par value $0.001 per share.

The Company has two classes of issued and outstanding common stock: Class A Common Stock and Class B Common Stock.
Holders of Class A Common Stock and holders of Class B Common Stock have substantially identical rights, including rights with
respect to any declared dividends or distributions of cash or property, and the right to receive proceeds on liquidation or dissolution of
the Company after payment of the Company’s indebtedness. The two classes have different voting rights, with holders of Class A
Common Stock entitled to one vote per share while holders of Class B Common Stock are entitled to ten votes per share on all matters
submitted to a vote of stockholders. The Company uses the two-class method for calculating net earnings per share (EPS). Basic and
diluted net EPS of Class A Common Stock and Class B Common Stock are identical. The shares of Class B Common Stock are
convertible at any time at the option of the holder into shares of Class A Common Stock on a share-for-share basis. In addition, shares
of Class B Common Stock will be automatically converted into a like number of shares of Class A Common Stock upon transfer to
any person or entity who is not a permitted transferee.

During the years ended December 31, 2020, 2019 and 2018 certain Class B stockholders converted 1,391,670, 1,575,509 and

561,876 shares, respectively, of Class B Common Stock to Class A Common Stock.

SHARE REPURCHASE PROGRAM

On February 6, 2018, the Company’s Board of Directors authorized a share repurchase program (the “Share Repurchase
Program”), pursuant to which the Company could purchase shares of its Class A Common Stock, for an aggregate repurchase price
not to exceed $150.0 million. The Share Repurchase Program expired on February 6, 2021 at which time share repurchase
authorizations of $20.0 million had not been executed.

The following table provides a summary of the Company’s Class A Common Stock repurchase activities:

Shares repurchased........................................................
Average cost per share .................................................. $
Total cost of shares repurchased (in thousands): .......... $

INCENTIVE AWARD PLAN

2020

Year Ended December 31,
2019

—
— $
— $

968,724
30.99
30,019

$
$

2018
3,656,277
27.34
99,977

As approved by the Company’s stockholders on May 23, 2017, the 2017 Incentive Award Plan (the “2017 Plan”), replaced and
superseded the 2007 Incentive Award Plan adopted on May 24, 2007 (the “2007 Plan,” together with the 2017 Plan, the “Plans”). A
total of 10,000,000 shares of Class A Common Stock were reserved for issuance under the 2017 Plan, which provides for grants of
ISOs, non-qualified stock options, restricted stock and various other types of equity awards as described in the plan to the employees,
consultants and directors of the Company. The 2017 Plan is administered by the Company’s Board of Directors with respect to awards
to non-employee directors and by the Company’s Compensation Committee with respect to other eligible participants. As of
December 31, 2020, a total of 5,737,050 shares remain available for grant as equity awards under the 2017 Plan.

A summary of the status and changes of nonvested shares related to the Plans is presented below:

Unvested at January 1, 2018 .....................................................................
Granted ................................................................................................
Vested/Released...................................................................................
Cancelled .............................................................................................
Unvested at December 31, 2018 ...............................................................
Granted ................................................................................................
Vested/Released...................................................................................
Cancelled .............................................................................................
Unvested at December 31, 2019 ...............................................................
Granted ................................................................................................
Vested/Released...................................................................................
Cancelled .............................................................................................
Unvested at December 31, 2020 ...............................................................

Shares
2,303,557
1,811,000
(1,018,283)
(127,333)
2,968,941
1,603,000
(1,116,868)
(28,250)
3,426,823
1,569,300
(1,093,500)
(790,600)
3,112,023

Weighted-
Average Grant-
Date Fair Value
26.25
38.05
21.91
29.71
34.79
28.45
32.46
39.40
32.55
37.45
32.64
32.23
35.06

The Company recognized, as part of general and administrative, compensation expense of $65.2 million, $41.1 million and
$30.5 million for grants under the Plans for the years ended December 31, 2020, 2019, and 2018. Related excess income tax benefits
(expenses), recorded in the consolidated statements of earnings, for the years ended December 31, 2020, 2019 and 2018, were
$(0.7) million, $0.3 million, and $1.6 million. Included in compensation expense recognized in 2020 is an $18.2 million non-cash
charge related to the cancellation of 750,000 unvested shares as a result of a legal settlement. Nonvested shares generally vest over a
graded vesting schedule from one to four years from the date of grant. For grants that have a service requirement, the Company
accounts for forfeitures upon occurrence, rather than estimating the probability of forfeiture at the date of grant. Accordingly, the
Company recognizes the full grant-date fair value of these awards on a straight-line basis throughout the requisite service period,
reversing any expense if, and only if, there is a forfeiture. There was $75.6 million of unrecognized compensation cost related to
nonvested common shares as of December 31, 2020, which is expected to be recognized over a weighted-average period of 1.9 years.
The total fair value of shares vested during the years ended December 31, 2020, 2019 and 2018 was $41.6 million, $36.3 million and
$22.3 million.

The Company determines the fair value of restricted stock awards and any performance-related components based on the
closing market price of the Company’s common stock on the date of grant. For share-based awards that have a performance-based
vesting requirement, the Company evaluates the probability of achieving the performance criteria throughout the performance period
and will adjust share-based compensation expense if it estimates that the achievement of the performance criteria is not probable.
Certain performance-based awards contain market condition components which are valued on the date of grant using a Monte Carlo
simulation model. The fair value of such awards is expensed ratably over the performance period and is not adjusted for actual
achievement. Included in the table above are two tranches of performance-based awards granted on December 30, 2020 which vest at
the end of a three-year performance period. The first tranche includes 125,000 shares with a market condition tied to the Company’s
total shareholder return in relation to its peer companies, valued at $49.78 per share, and the second tranche includes 125,000 shares
with a performance condition tied to annual EPS growth, valued at $36.02 per share. The ultimate payout of performance awards is
determined at the end of the performance period and can vary from zero to 200% based on actual results.

STOCK PURCHASE PLAN

As approved by the Company’s stockholders on May 23, 2017, the 2018 Employee Stock Purchase Plan (the “2018 ESPP”),
replaced the Company’s previous employee stock purchase plan, the Skechers U.S.A., Inc. 2008 Employee Stock Purchase Plan (the
“2008 ESPP”), which expired pursuant to its terms on January 1, 2018. A total of 5,000,000 shares of Class A Common Stock are
available for sale under the 2018 ESPP. The 2018 ESPP provides eligible employees of the Company and its subsidiaries the
opportunity to purchase shares of the Company’s Class A Common Stock at a purchase price equal to 85% of the fair market value on
the first trading day or last trading day of each purchase period, whichever is lower. Eligible employees can invest up to 15% of their
compensation through payroll deductions during each purchase period. The purchase price discount and the look-back feature cause
the 2018 ESPP to be compensatory and the Company recognizes compensation expense, which is computed using the Black-Scholes
valuation model.

Under the 2018 ESPP, the Company received approximately $5.9 million, $6.2 million and $5.3 million, and issued 232,904,

260,630 and 221,889 shares, respectively, for the years ended December 31, 2020, 2019 and 2018.

(9) EARNINGS PER SHARE

Basic EPS and diluted EPS are calculated by dividing net earnings by the following: for basic EPS, the weighted-average
number of common shares outstanding for the period; and for diluted EPS, the sum of the weighted-average number of both
outstanding common shares and potentially dilutive common shares using the treasury stock method.

The calculation of EPS is as follows:

(in thousands, except per share data)
Net earnings attributable to Skechers U.S.A., Inc.................... $

Year Ended December 31,
2019
346,560

2020

98,564

Weighted-average common shares outstanding, basic.............
Dilutive effect of nonvested shares ..........................................
Weighted-average common shares outstanding, diluted..........
Anti-dilutive common shares excluded above .........................
Net earnings attributable to Skechers U.S.A., Inc. per
common share:

154,184
710
154,894
69,060

153,392
759
154,151
10,838

2018
301,041

155,815
635
156,450
352,169

Basic.................................................................................... $
Diluted ................................................................................ $

0.64
0.64

$
$

2.26
2.25

$
$

1.93
1.92

(10)

INCOME TAXES

The Company’s earnings (loss) before income tax expense consists of the following:

(in thousands)
U.S. operations..........................................................................
Foreign operations ....................................................................
Earnings before income taxes...................................................

2020
(112,671)
267,400
154,729

2019

4,999
511,006
516,005

2018

16,597
415,287
431,884

Year Ended December 31,

The provision for income tax consists of the following:

(in thousands)
Federal:

Year Ended December 31,
2019

2018

2020

Current ................................................................................ $
Deferred ..............................................................................
Total federal ..................................................................

(30,094) $
(2,208)
(32,302)

22,899
(3,583)
19,316

State:

Current ................................................................................
Deferred ..............................................................................
Total state ......................................................................

3,841
(3,070)
771

6,384
(813)
5,571

Foreign:

Current ................................................................................
Deferred ..............................................................................
Total foreign ..................................................................
Total income tax expense .............................................. $

56,530
(16,497)
40,033
8,502

66,656
(2,790)
63,866
88,753

11,379
(3,971)
7,408

5,408
(1,316)
4,092

53,071
(3,960)
49,111
60,611

Income taxes differ from the statutory tax rates as applied to earnings before income taxes as follows:

(in thousands)
Expected income tax expense .................................................. $
State income tax, net of federal benefit....................................
Rate differential on foreign income .........................................
Change in unrecognized tax benefits .......................................
Non-deductible compensation..................................................
Tax credits ................................................................................
Excess tax (benefit) on stock compensation ............................
Benefits provided by the CARES Act......................................
Non-deductible share cancellation ...........................................
U.S. transition tax.....................................................................
U.S. tax on foreign earnings.....................................................
Other.........................................................................................
Change in valuation allowance ................................................

Income tax expense............................................................. $
Effective tax rate.................................................................

Year Ended December 31,
2019
108,361
1,278
(43,327)
2,739
7,126
(3,264)
(251)
—
—
—
9,786
3,440
2,865
88,753

2020
32,493
(2,394)
(27,426)
6,084
7,119
(6,312)
703
(15,863)
4,048
—
—
(463)
10,513
8,502

2018

90,696
3,051
(40,065)
820
6,269
(2,539)
(1,557)
—
—
(10,963)
9,956
2,077
2,866
60,611

5.5%

17.2%

14.0%

The Company’s provision for income tax expense (benefit) and effective income tax rate are significantly impacted by the mix
of the Company’s domestic and foreign earnings (loss) before income taxes. In the non-U.S. jurisdictions in which the Company has
operations, the applicable statutory rates are generally lower than in the U.S., ranging from 0.0% to 34.0%. The Company’s provision
for income tax expense (benefit) was calculated using the applicable rate for each jurisdiction applied to the Company’s pre-tax
earnings (loss) with application of transfer pricing considerations in each jurisdiction, while the Company’s effective tax rate is
calculated by dividing income tax expense (benefit) by earnings before income taxes. For 2020, the effective tax rate was lower than
the U.S. federal and state combined statutory rate of approximately 25%, primarily because of earnings from foreign operations in
jurisdictions imposing either lower tax rates on corporate earnings or no corporate income tax. Additionally, the 2020 effective tax
rate reflects the favorable impact of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, enacted on March 27, 2020.
Due to changes in the ownership structure of the Company’s international operations that took effect in December 2020, the Company
realized a $15.9 million tax benefit related to the net operating loss carryback provisions of the CARES Act. The Company also
received a $4.8 million reduction in payroll taxes as a result of the Employee Retention Credit provisions of the CARES Act.

The Company is subject to a tax on global intangible low-taxed income (“GILTI”). GILTI taxes foreign income in excess of a

deemed return on tangible assets of foreign corporations and is treated as a period cost.

The tax effects of temporary differences giving rise to deferred tax assets and liabilities are presented below:

(in thousands)
Deferred tax assets:

Inventory adjustments........................................................... $
Accrued expenses .................................................................
Allowances for bad debts and chargebacks ..........................
Loss carryforwards ...............................................................
Business credit carryforward ................................................
Share-based compensation....................................................
Operating lease liabilities......................................................
Valuation allowance .............................................................
Total deferred tax assets ..................................................

Deferred tax liabilities:

Prepaid expenses...................................................................
Right-of-use assets................................................................
Depreciation on property, plant and equipment....................
Total deferred tax liabilities ............................................
Net deferred tax assets .......................................................... $

As of December 31,

2020

2019

5,788
59,266
5,820
34,396
13,130
5,194
305,261
(43,557)
385,298

8,076
305,231
19,546
332,853
52,445

6,954
50,847
4,809
28,605
8,262
4,521
261,984
(33,044)
332,938

5,586
261,984
16,602
284,172
48,766

At December 31, 2020, combined foreign net operating loss carry-forwards were approximately $109.5 million, of which
$0.1 million expire in 2021 and $27.4 million can be carried forward indefinitely. A valuation allowance of $26.5 million is recorded

for the amount which is not likely to be fully utilized. The $10.5 million increase in the valuation allowance primarily relates to
increases in deferred tax assets in certain foreign non-benefited loss jurisdictions.

State tax credit and net operating loss carry-forwards at December 31, 2020 were $10.8 million and $53.4 million. These tax
credit and net operating loss carry-forward amounts begin to expire in 2024 and 2026. No valuation allowance has been recorded, as
the Company believes they will be fully utilized.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(in thousands)
Beginning balance ...................................................................... $
Additions for current year tax positions................................
Additions for prior year tax positions ...................................
Reductions related to lapse of statute of limitations .............
Ending balance............................................................................ $

As of December 31,

2020

2019

10,566 $
9,804
2,735
(1,594)
21,511 $

7,975
1,795
1,638
(842)
10,566

Current unrecognized tax benefits are recorded as a reduction in prepaid expense and included in tax expense when recorded.
Long-term unrecognized tax benefits are recorded as an increase in long-term taxes payable with a portion included in tax expense and
a portion recorded as a reduction in deferred tax liabilities when recorded. If recognized, $17.9 million of unrecognized tax benefits
would be recorded as a reduction in income tax expense, and $3.6 million would be recorded as an increase in deferred tax liabilities.

The amount of income taxes the Company pays is subject to ongoing audits by taxing jurisdictions around the world. The
Company’s estimate of the potential outcome of any uncertain tax position is subject to its assessment of relevant risks, facts, and
circumstances existing at that time. The Company believes that it has adequately provided for these matters. However, the Company’s
future results may include favorable or unfavorable adjustments to its estimates in the period the audits are resolved, which may
impact the Company’s effective tax rate.

The Company estimates interest and penalties related to income tax matters which are included in income tax expense. Amounts
were $0.3 million, $0.4 million, and $0.2 million for the years ended December 31, 2020, 2019, and 2018. Accrued interest and
penalties were $2.4 million and $2.1 million as of December 31, 2020 and 2019.

As of December 31, 2020, the Company’s tax filings are generally subject to examination in the U.S. and most foreign
jurisdictions for years ending on or after December 31, 2016, and in several Asian and European tax jurisdictions for years ending on
or after December 31, 2010. During the year, the Company reduced the balance of unrecognized tax benefits by $1.6 million as a
result of expiring statutes and there was no reduction in the balance of unrecognized tax benefits from the settlement of domestic and
foreign audits. It is reasonably possible that certain domestic and foreign statutes will expire, and certain domestic and foreign audits
will be settled during the next twelve months which would reduce the balance of 2020 and prior year unrecognized tax benefits by
$1.3 million and $2.6 million.

The Company’s cash and cash equivalents held in the U.S. and cash provided from operations are sufficient to meet the
Company’s liquidity needs in the U.S. for the next twelve months. However, the Company may repatriate certain funds held outside
the U.S. for which all applicable U.S. and non-U.S. tax has been fully provided as of December 31, 2020. The Company has provided
for the tax impact of expected distributions from its joint venture in China as well as from its subsidiary in Chile to its intermediate
parent company in Switzerland. Otherwise, because of the need for cash for operating capital and continued overseas expansion, the
Company does not foresee the need for any of its other foreign subsidiaries to distribute funds up to an intermediate foreign parent
company in any form of taxable dividend. Under current applicable tax laws, if the Company chooses to repatriate some or all of the
funds the Company has designated as indefinitely reinvested outside the U.S., the amount repatriated would not be subject to federal
income tax but may be subject to applicable non-U.S. income and withholding taxes, and to certain state income taxes. In addition to
certain tax restrictions, our joint venture in China has limitations on its distribution of earnings, as local law currently requires it to
maintain $18.8 million of its earnings in a statutory reserve.

(11) EMPLOYEE BENEFIT PLANS

The Company has a 401(k) profit sharing plan covering employees who are 21 years of age and have completed six months of
service. Company contributions to the plan are discretionary and vest over a six year period. The Company made contributions of
$2.8 million, $2.4 million, and $2.3 million to the plan for the years ended December 31, 2020, 2019, and 2018.

The Skechers U.S.A., Inc. Deferred Compensation Plan (the “Plan”) allows eligible employees to defer compensation up to a
maximum amount to a future date on a nonqualified basis. The Plan provides for the Company to make discretionary contributions to
participating employees as determined by the Company’s Compensation Committee. Contributions were $0.3 million for the year
ended December 31, 2020, and $0.1 million for each of the years ended December 31, 2019 and 2018. Deferred compensation is
recognized based on the fair value of the participants’ accounts.

(12) RELATED PARTY TRANSACTIONS

The Skechers Foundation (the “Foundation”) is a 501(c)(3) non-profit entity and not a subsidiary or otherwise affiliated with the
Company. The Company does not have a financial interest in the Foundation. However, two officers and directors of the Company,
Michael Greenberg, the Company’s President, and David Weinberg, the Company’s Chief Operating Officer, are also officers and
directors of the Foundation. During the years ended December 31, 2020, 2019, and 2018, the Company made contributions of
$2.3 million, $1.0 million, and $1.0 million to the Foundation in each year.

The Company had receivables from officers and employees of $1.0 million and $0.8 million at December 31, 2020 and 2019.
These amounts relate to travel advances, incidental personal purchases on Company-issued credit cards and employee loans. These
receivables are short-term and are expected to be repaid within a reasonable period of time. The Company had no other significant
transactions with or payables to officers, directors or significant stockholders of the Company.

(13) SEGMENT AND GEOGRAPHIC INFORMATION

The Company has three reportable segments – Domestic Wholesale, International Wholesale and Direct-to-Consumer.
Management evaluates segment performance based primarily on sales and gross margin. All other costs and expenses of the Company
are analyzed on an aggregate basis and not allocated to the segments. Sales, gross profit and identifiable assets for the Company’s
segments were as follows:

(in thousands)
Sales

Year Ended December 31,
2019

2018

2020

Domestic Wholesale ........................................................... $ 1,126,564
International Wholesale ......................................................
2,257,846
1,213,004
Direct-to-Consumer ............................................................
Total .................................................................................... $ 4,597,414

$ 1,247,550
2,462,632
1,509,869
$ 5,220,051

$ 1,259,615
2,054,770
1,327,683
$ 4,642,068

Gross profit

431,603
Domestic Wholesale ........................................................... $
1,023,183
International Wholesale ......................................................
Direct-to-Consumer ............................................................
734,995
Total .................................................................................... $ 2,189,781

457,944
1,133,573
899,640
$ 2,491,157

468,340
976,739
778,526
$ 2,223,605

Additions to property, plant and equipment

Domestic Wholesale ........................................................... $
International Wholesale ......................................................
Direct-to-Consumer ............................................................
Total .................................................................................... $

129,165
120,983
59,768
309,916

75,037
109,205
51,869
236,111

29,717
63,316
50,003
143,036

(in thousands)
Identifiable assets

As of December 31,

2020

2019

Domestic Wholesale ............................................................. $ 1,945,681 $ 1,472,323
2,100,042
International Wholesale ........................................................
Direct-to-Consumer ..............................................................
1,320,578
Total ...................................................................................... $ 5,812,369 $ 4,892,943

2,436,568
1,430,120

The following summarizes the Company’s operations in different geographic areas:

(in thousands)
Sales (1)

Year Ended December 31,
2019

2018

2020

United States ....................................................................... $ 1,913,409
International ........................................................................
2,684,005
Total .................................................................................... $ 4,597,414

$ 2,197,391
3,022,660
$ 5,220,051

$ 2,128,100
2,513,968
$ 4,642,068

(in thousands)
Property, plant and equipment, net (1)

As of December 31,

2020

2019

United States......................................................................... $
International..........................................................................
Total...................................................................................... $

535,648
399,793
935,441

439,132
299,793
738,925

(1)

During the years ended December 31, 2020, 2019 and 2018, sales in China were $924.5 million, $850.0 million and
$744.0 million. Property, plant and equipment, net in China was $241.6 million and $146.1 million at December 31, 2020 and
2019.

During the years ended December 31, 2020, 2019 and 2018, sales to the five largest customers were approximately 8.8%, 9.6%

and 10.4%.

The majority of the Company’s products are produced in China and Vietnam. The Company diversifies manufacturing among

various factories to reduce risk.

The Company’s top five manufacturers produced the following:

Manufacturer #1 ...............................................
Manufacturer #2 ...............................................
Manufacturer #3 ...............................................
Manufacturer #4 ...............................................
Manufacturer #5 ...............................................

Percentage of Total Production
Year Ended December 31,
2019

2018

2020

21.0%
6.2%
5.8%
4.9%
4.2%
42.1%

16.0%
7.3%
7.2%
5.1%
5.0%
40.6%

12.8%
10.1%
8.6%
5.4%
5.0%
41.9%

Assets located outside the U.S. consist primarily of cash, accounts receivable, inventory, property, plant and equipment, and
operating lease ROU assets. Net assets held outside the U.S. were $3.1 billion and $2.6 billion at December 31, 2020 and 2019,
respectively.

The Company performs regular evaluations concerning the ability of customers to satisfy their obligations and provides for
estimated doubtful accounts. Domestic accounts receivable generally do not require collateral. Foreign accounts receivable are
generally collateralized by letters of credit. The Company’s credit losses charged to expense for the years ended December 31, 2020,
2019 and 2018 were $19.0 million, $31.6 million and $8.0 million.

The Company’s accounts receivables, excluding the allowance for bad debts, sales returns and chargebacks, in different

geographic areas are summarized as follows:

(in thousands)
Domestic Accounts Receivable ........................................ $
Foreign Accounts Receivable ...........................................

2020

230,546
437,816

2019

228,533
440,876

As of December 31,

(14) SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The operating results for any quarter are not necessarily indicative of results for any future period. Summarized financial data

are as follows:

Year Ended December 31, 2020
(in thousands, except per share data)
Sales ..................................................................................... $
Gross profit ..........................................................................
Net earnings (loss) ...............................................................
Net earnings (loss) attributable to Skechers U.S.A., Inc. ....
Net earnings (loss) per share:

Basic.................................................................................. $
Diluted............................................................................... $

First
Quarter

Second
Quarter

Third
Quarter

1,242,345 $
547,668
41,160
49,101

729,472 $
368,566
(55,217)
(68,097)

1,300,886 $
625,121
82,110
64,278

Fourth
Quarter

1,324,711
648,426
78,172
53,282

0.32 $
0.32 $

(0.44) $
(0.44) $

0.42 $
0.41 $

0.34
0.34

Year Ended December 31, 2019
(in thousands, except per share data)
Sales ................................................................................. $
Gross profit.......................................................................
Net earnings......................................................................
Net earnings attributable to Skechers U.S.A., Inc............
Net earnings per share:

Basic .............................................................................. $
Diluted ........................................................................... $

First
Quarter

1,276,756
590,509
131,019
108,758

0.71
0.71

Second
Quarter

1,258,565
609,835
91,998
75,180

0.49
0.49

$
$

Third
Quarter

1,353,998
653,064
121,734
103,090

0.67
0.67

$
$

Fourth
Quarter

1,330,732
637,748
82,501
59,532

0.39
0.39

$
$

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Attached as exhibits to this annual report on Form 10-K are certifications of our Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Exchange Act. This “Controls and Procedures”
section includes information concerning the controls and controls evaluation referred to in the certifications.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by a
company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time
periods and that such information is accumulated and communicated to allow timely decisions regarding required disclosures. As of
the end of the period covered by this annual report on Form 10-K, we carried out an evaluation under the supervision and with the
participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that
our disclosure controls and procedures are effective, at the reasonable assurance level as of such time.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term

is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting includes those policies and procedures that:

(i)

(ii)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of

our assets that could have a material effect on our financial statements.

With the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31, 2020, based on the framework in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control – Integrated Framework (2013), our management has

concluded that our internal control over financial reporting is effective as of December 31, 2020.

Our independent registered public accountants, BDO USA, LLP, audited the consolidated financial statements included in this
annual report on Form 10-K and have issued an attestation report on the effectiveness of our internal control over financial reporting
as of December 31, 2020, which is set forth below.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure
controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons,
by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part
on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Assessments of any evaluation of controls’ effectiveness to future periods are
subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements as a
result of error or fraud may occur and not be detected.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal controls over financial reporting that have materially affected, or are reasonably likely to

materially affect, our internal controls over financial reporting during the fourth quarter of 2020.

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors
Skechers U.S.A., Inc.
Manhattan Beach, California

Opinion on Internal Control over Financial Reporting

We have audited Skechers U.S.A., Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2020,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements
of earnings, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the
related notes and financial statement schedule listed in the accompanying index and our report dated February 26, 2021, expressed an
unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA, LLP

Los Angeles, California

February 26, 2021

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is hereby incorporated by reference from our definitive proxy statement, to be filed