Skechers U.S.A.
Annual Report 2023

Plain-text annual report

A N N U A L R E P O R T 2 0 2 3 ANNUAL REPORT 2023  February 2024 To our Shareholders, When we founded Skechers in 1992, our vision was to create a lifestyle brand focused on comfort, style, innovation and quality at a reasonable price. Much has changed in 30 years – in fashion, in technology, in the world, and, of course, in our company. Throughout it all, one constant has been our dedication and determination to deliver on these core principles. We provide a broad product offering in numerous materials and colors, with comfort technologies, at a value – all to make consumers more comfortable and feel good in what they are wearing. As always, we challenge ourselves to be more innovative and push beyond our historical offering, from the 2011 addition of our Performance Division and award-winning Skechers GO RUN footwear, to the subsequent launches of our walking, golf, and pickleball collections. In 2023, we fortified our position as the third-largest athletic footwear brand in the world by weaving successful and convenient Skechers Hands Free Slip-ins technology into more of our assortment and featuring it in fresh products such as our Skechers x Snoop Dogg offering. We also delivered our new Court & Classics footwear line and strengthened our technical muscle by entering into two of the biggest sports in the world: soccer and basketball. Skechers achieved notable successes in the year, including becoming a Fortune 500® company, and reaching $8 billion in annual sales, gross margins of 51.9 percent, and adjusted diluted earnings per share of $3.49 – all of which are records for our company. This was the result of robust worldwide demand for our diverse product offering, our innovative marketing efforts, our strong relationships cultivated throughout our partner network, and the dedication of our global team. Importantly, we accomplished these achievements in a year hardly free of headwinds, including inflation and rising interest rates, as well as the domestic wholesale market challenged by inventory congestion. Skechers’ 7.5 percent annual sales growth in 2023 was driven ANNUAL $8.0 $7.4 $6.3 $4.6 0 2 0 2 In Billions 1 2 0 2 2 2 0 2 3 2 0 2 by increases of 18 percent in Asia Pacific; 7.8 percent across Europe, Middle East and Africa; and 2.4 percent in the Americas. Our international business, which increased 13 percent over sales in 2022, represented 62 percent of our total sales in 2023 and remains a key focus for our long-term growth. During the year, we made numerous investments in our international operations, including transitioning our Nordic business to a wholly-owned subsidiary, giving us the opportunity to maximize our potential in Scandinavia. We continue to invest in our logistic capabilities globally as efficiently managing the level and flow of our inventory is essential to profitable growth. In 2023, we began shipping out of new distribution centers in Canada, Chile and India. The 600,000-square-foot Phase One of our Mumbai facility, which is IGBC Platinum pre-certified, will offer us the opportunity to exponentially grow our business in this dynamic country. We expect our newly opened distribution center in British Columbia to become a primary source of shipments for Canada in 2024, reducing delivery times and cost. In 2023, we reached two new milestones within our Direct-to-Consumer business. We surpassed our 5,000th Skechers-branded store in the fourth quarter, ending the year at 5,168 stores, of which 1,648 are company- owned, in more than 120 countries. Building our retail footprint around the world remains a focus, and along with third-party-owned Skechers stores, we plan to open 140 to 160 company-owned locations in 2024. Second, for the fourth quarter, our Direct-to-Consumer business represented more than 50 percent of our total sales for the first time. For the year, we achieved growth of 24 percent in this segment, driven by increases of 28 percent internationally and 19 percent domestically. Our Direct-to-Consumer business is integral to our company’s long-term growth strategy, and we continue to invest in omni-channel capabilities within our retail stores and 31 Skechers e-commerce sites around the world. We believe brand recognition is paramount to our continued success, and our comprehensive marketing campaigns are focused on doing that by driving awareness and demand. During the year, we introduced partnerships and capsule collections with Martha Stewart and Snoop Dogg, both of whom appeared in our 2023 Super Bowl commercial alongside Tony Romo and Howie Long – illustrating that Skechers products truly are for all walks of life. We enlisted a roster of regional talent – from the hugely popular K-pop star and actor Cha Eun-woo across Asia to legendary former footballers Fabio Cannavaro, Jamie Redknapp, Frank Leboeuf and Michael Ballack across Europe, as well as many others. To support the expansion of our Skechers Performance division, we signed Harry Kane – 2023’s top European goal scorer, leading striker for Bayern Munich and captain of the England national football club. Kane, along with a roster of male and female football athletes, were instrumental in the testing and launching of Skechers Football across Europe. The SKX_01 and Skechers Razor are currently available in key soccer specialty retailers, select Skechers stores and online in Europe and the United States, and will roll out globally this year. Moving from the pitch to the court, we partnered with three-time All-Star Julius Randle from the New York Knicks and Terance Mann from the Los Angeles Clippers, both of whom are competing in Skechers Basketball footwear. SKX Resagrip and SKX Float launched in North America, China and the Philippines – the three largest basketball markets, with more countries in scope for 2024. Already in 2024, we have made our 11th appearance during the Super Bowl broadcast, this time with a commercial starring Mr. T – the only “t” in Skechers – and Tony Romo; introduced a basketball collection with Snoop Dogg; and became the Official Kit Sponsors for the Mumbai Indians, one of the leading cricket teams in India. Embracing cricket in India exemplifies our commitment to global sports as well as our determination to play on the fields, pitches, courses, and courts with the best. This year’s strategic roll-out of Skechers Performance includes more new products and technologies that we believe will both delight our existing and attract new partners and consumers. GLOBAL REVENUE YEAR-END 2023 DOMESTIC 38% WHOLESALE 56% INTERNATIONAL 62% DIRECT-TO- CONSUMER 44% GLOBAL REVENUE BY CHANNEL YEAR-END 2023 AMER [AMERICAS] 49% REVENUE BY REGION YEAR-END 2023 EMEA (EUROPE, MIDDLE EAST, AFRICA) 23% APAC (ASIA PACIFIC) 28% We remain confident in the strength of our brand worldwide, and the ongoing consumer demand for our exceptional product. It is our belief that with our many initiatives and our diverse roster of athletes and ambassadors, we will continue to see new opportunities and venues to tell the Skechers story, as we profitably grow our business and reach our target of $10 billion in annual sales by 2026. We thank our entire supply chain, our loyal retail partners, the Skechers team, and, importantly, our wonderful consumers for their dedication and support in another milestone year. Sincerely, Robert Greenberg CEO & Chairman of the Board Michael Greenberg 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 2023 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 ☒☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐☐ 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 awell- known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ 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 ☐ No ☒ 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 ☒ No ☐ 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 ☒ No ☐ 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 ☒ ☐ Accelerated filer Smaller reporting company Emerging growth company ☐ ☐ ☐ 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. ☐ 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. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of June 30, 2023, the aggregate market value of the voting and non-voting Class A and Class BCommo n Stock held by non-affiliates of the registrant was approximately $7.3 billion based upon the closing price of $52.66 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 21, 2024: 133,094,103. The number of shares of Class B Common Stock outstanding as of February 21, 2024: 20,181,683. Portions of the registrant’s Definitive Proxy Statement issued in connection with the 2024 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 Form 10-K Table of Contents PART I Item 1 Item 1A Item 1B Item 1C Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B Item 9C Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Item 16 Business...................................................................................................................................................................... Risk Factors ................................................................................................................................................................ Unresolved Staff Comments....................................................................................................................................... Cybersecurity.............................................................................................................................................................. Properties.................................................................................................................................................................... Legal Proceedings ...................................................................................................................................................... Mine Safety Disclosures............................................................................................................................................. PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [Reserved]................................................................................................................................................................... Management’s Discussion and Analysis of Financial Condition and Results of Operations .................................... Quantitative and Qualitative Disclosures About Market Risk ................................................................................... Financial Statements and Supplementary Data .......................................................................................................... Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .................................... Controls and Procedures............................................................................................................................................. Other Information....................................................................................................................................................... Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ....................................................................... PART III Directors, Executive Officers and Corporate Governance ......................................................................................... Executive Compensation ............................................................................................................................................ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .................. Certain Relationships and Related Transactions, and Director Independence........................................................... Principal Accountant Fees and Services .................................................................................................................... Exhibit and Financial Statement Schedules ............................................................................................................... Form 10-K Summary.................................................................................................................................................. Signatures ................................................................................................................................................................... PART IV 2 6 14 14 15 17 17 19 19 20 25 26 48 48 51 51 51 51 51 51 51 52 56 57 i 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 Private Securities Litigation Reform Act of 1995, 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,” “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: • • • • • • • 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 sustain, manage and forecast our costs and proper inventory levels; our ability to remain competitive among sellers of footwear for consumers, including in the highly competitive performance footwear market; global economic, political and market conditions including the effects of inflation and foreign currency exchange rate fluctuations around the world, the challenging consumer retail market in the United States (“U.S.”) and the impact of war and other conflicts around the world; 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; and our ability to manage the impact from delays and disruptions in our supply chain. 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 avery 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. 1 Item 1. Business DESCRIPTION OF BUSINESS PART I Skechers U.S.A., Inc., designs, develops and markets a diverse range of footwear, apparel, and accessories. Our company was incorporated in California in 1992 and reincorporated in Delaware in 1999. For over 30 years, we have expanded our product offering and grown our sales while substantially increasing the breadth of our consumer and customer base. Our objective is to profitably grow our operations worldwide by delivering stylish, comfortable, innovative and high-quality products at a reasonable price. Skechers is the third largest athletic footwear company in the world due to our innovative comfort technology products, supported by impactful marketing, a diverse distribution strategy, and adedica ted global employee base and loyal network of partners. In this annual report on Form 10-K for the fiscal year ended December 31, 2023, Skechers U.S.A., Inc., its consolidated subsidiaries and certain variable interest entities (“VIEs”) of which it is the primary beneficiary, are referred to as “Skechers,” “the Company,” “we,” “us,” or “our.” Reference in this annual report to “sales” refers to Skechers net sales reported under U.S. generally accepted accounting principles. SEGMENTS We have two reportable segments: Wholesale and Direct-to-Consumer. Wholesale. Our Wholesale segment is comprised of sales to ane twork of partners including: • • • Skechers-branded stores operated by third-party franchisees and licensees; Family shoe stores, specialty athletic and sporting goods retailers, department stores and big box club stores; and Distributors in select international markets. Growth in the Wholesale segment is expected to derive from adding new partners, more Skechers-branded stores, as well as expanding our existing shelf-space with current partners from the introduction of new products. Direct-to-Consumer. Our Direct-to-Consumer segment comprises sales by us directly to consumers through a combination of channels including: • • • Company-owned Skechers-branded stores; Company-owned e-commerce sites; and Leading third-party marketplaces and digital platforms. Growth in the Direct-to-Consumer segment is expected to derive from expanding our footprint, leveraging third-party digital marketplaces and platforms and introducing new products. PRODUCTS Skechers is aproduct- driven company and innovation is at the core of our design process. We offer footwear, apparel, and accessories for men, women, and kids. We market our products at multiple price points and provide consumers with products that we believe offer superior in comfort technology. Product design and development is essential to our success and is driven by our ability to recognize trends and to design products that anticipate and accommodate consumers’ 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. We also consult with our customers on current retail selling trends and collaborate with partners and ambassadors to ensure that our products are designed to address the intended market opportunity and convey the distinctive perspective and lifestyle associated with our brand. A key component of our design philosophy is to continually reinterpret and improve our most successful styles. Footwear. We offer a comprehensive line of Skechers-branded performance and lifestyle footwear for men, women, and kids – with the Company’s signature comfort features and innovations. We develop footwear for all walks of life: athletes at all levels, everyday comfort needs, as well as occupational requirements. Our footwear categories include the following: • Lifestyle – Forward, innovative and on trend, the brand’s fashion, athleisure, and casual collections inspire millions to enjoy the style, comfort and quality synonymous with Skechers. Our lifestyle offering delivers comfort technologies such as Skechers Hands Free Slip-ins®, Skechers Arch Fit®, and Skechers Air-Cooled Memory Foam®, among others. With a street, fashion and court classic range, Skechers is able to reach a younger demographic. 2 • • • • Performance – Winner of numerous awards, the Skechers Performance collection offers elite athletes and enthusiast groundbreaking technologies for running, walking, golf, and pickleball, as well as two new additions in 2023 – football and basketball. The Skechers Performance division develops footwear utilizing the latest advancements in materials and innovative design, including Skechers Hyper Burst®, Goodyear® Resagrip Technology, and Skechers Arch Fit®. To support and market our Performance footwear, we have aroster of elite athletes, including Harry Kane, Europe's top football scorer for 2023 and captain of the England national team; NBA stars Julius Randle and Terance Mann; Major golfers Matt Fitzpatrick and Brooke Henderson; and pickleball pros Tyson McGuffin and Catherine Parenteau. Kids – Skechers appeals to kids with bright and bold colors and designs and are made with the latest comfort features specific to growing children’s feet. Along with unique styles just for children like S-Lights, Skechers Kids also includes take-downs of our most popular products, including Skech-Air, Foamies, Skechers Hands Free Slip-ins, Skechers Stretch Fit, and Skechers Street. Work – Aleading w ork brand in the United States, Skechers Work is made to last –offering service and occupational employees style, comfort and industry certified quality for all-day protection. Skechers Work offers a complete line of men’s and women’s slip-resistant and safety-toe shoes and boots for professionals who use protective footwear in their work environments. Skechers Work styles include Skechers comfort technologies along with safety and durability features such as steel, composite and lightweight safety toes; high-abrasion soles; puncture resistance; waterproofing and electrostatic- dissipative technology. Earth-Friendly – Skechers Our Planet Matters line is made with recycled materials to help reduce our environmental impact. An important part of our product innovation process includes seeking out new material and textile technologies to improve upon the recycled content in Our Planet Matters products. Apparel. We offer the latest trends in athletic lifestyle apparel. Our collections are designed to complement our footwear products, by offering apparel that is stylish, high-quality and comfortable all at are asonable price. Accessories. Skechers licenses a variety of Skechers-branded products including socks, eyewear; medical scrubs; undergarments, fitness and yoga accessories, and cold weather products. TRADEMARKS, PATENTS AND LICENSING We own and utilize a variety of trademarks, including the Skechers trademark. We consider our Skechers trademark a significant factor in building our brand image and in distinguishing our products from those of others. We vigorously protect our trademarks against infringement, including through the use of cease-and-desist letters, administrative proceedings and lawsuits. 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 164 foreign countries. Further, we have design patents and pending design and utility patent applications in both the U.S. and amyriad of foreign countries. We continuously look to increase the number of our patents and trademarks both domestically and internationally. We believe that selective licensing of the Skechers brand name to manufacturers broadens and enhances the brand without requiring incremental capital investments or operating expenses. As of December 31, 2023, we had 28 active licensing agreements in which we are the licensor. We license a variety of Skechers-branded products including apparel and accessories. MARKETING Brand recognition is an important element for success in the footwear business. Senior management is directly involved in shaping our image and the conception, development and implementation of our advertising and marketing activities. We aggressively market our brands through comprehensive marketing campaigns. The Skechers brand is supported by television, digital, print, radio, outdoor, and press campaigns. To further drive recognition, we enlist numerous celebrities, athletes, and influencers to appear in our campaigns. We strategically select our ambassadors who we believe work well with the Company to promote the brand and support the product. In 2023, our brand ambassadors included television personalities and entertainers Martha Stewart, Snoop Dogg, Amanda Kloots, Brooke Burke, and Chesca, and former athletes Sugar Ray Leonard, Tony Romo, Howie Long, Cris Carter, Meb Keflezighi, and Rusty Wallace. Additionally, athletes supporting our performance footwear included runner Edward Cheserek, elite golfers Matt Fitzpatrick and Brooke Henderson, pro pickleball players Tyson McGuffin and Catherine Parenteau, and Los Angeles Dodgers pitcher Clayton Kershaw. During the year, we partnered with NBA pros Julius Randle and Terance Mann, and Bayern Munich's Harry Kane, as well as a team of premier league players to support our new basketball and football divisions. We identify athletes who benefit from the comfort and technologies that our brand has to offer, and whose performance on the field, court, or course is augmented through the product. 3 SOURCING AND MANUFACTURING Our suppliers are integral partners in delivering stylish, high-quality footwear and apparel to our consumers worldwide. 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. To minimize disruption of our product supply due to potential 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. To safeguard product quality and consistency, we monitor the key aspects of production from initial prototype manufacturing, through initial production runs, to final manufacturing. Monitoring of production is performed in the U.S. by our in-house production department and in Asia by 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. We believe quality control is an important and effective means of maintaining the quality and reputation of our products and brand. Our quality control program is designed to ensure finished goods meet our established design specifications and 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 and ensure that leading manufacturers comply with our Supplier Code of Conduct. OUR MARKET Our collections are available in approximately 180 countries and territories and can be accessed in digital or physical stores. We are continually expanding and enhancing our distribution and logistics facilities and systems to support our omni-channel capabilities and provide greater access to merchandise selection and faster delivery. Our company-owned e-commerce business enables consumers to shop, browse, find store locations, socially interact, post reviews, and immerse themselves in our brands. Additionally, the e- commerce business provides an efficient and effective retail distribution channel, which continues to improve our customer service and brand experience. We manage our international business through a network of wholly-owned subsidiaries, joint venture partners, and distributors. Our joint venture interests include China, Malaysia and Singapore (50%), Thailand (51%), Mexico (60%), and South Korea (65%), and Israel (75%). Where we do not sell directly through our international subsidiaries and joint ventures, our footwear is distributed through a network of distributors and licensees who sell our products to department, athletic and specialty stores, as well as in Skechers-branded retail stores. COMPETITION The global footwear industry is acompet itive business. Although we believe that we do not compete directly with any single company with respect to our 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. 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. We believe, however, that we have competitive advantages because of our brand recognition, our quality comfort technology products, and our application of pricing and distribution strategies, among other factors. HUMAN CAPITAL Skechers employees are central to our success. We are afamily brand at the core, and our commitment to family extends to our diverse team of global employees. We believe our unique backgrounds and experiences have made us stronger, inspired new ideas, and driven our innovative spirit. From our corporate offices to our retail stores and our distribution centers, we aim to build a workplace that supports each employee’s well-being and encourages everyone to grow in their careers and give back to their community. We are focused on creating apositive, supportive work environment where our team can work and feel their best every day. Employees. As of December 31, 2023, we employed approximately 17,900 persons worldwide, of whom approximately 9,200 were employed on afull-time basis and approximately 8,700 were employed on apart-t ime basis, primarily in our retail stores. Compensation and Benefits. We seek to provide market-competitive compensation and benefits that not only attract the best talent, but also retain our current employees. We offer a broad range of benefits including medical, prescription, dental and vision plans, flexible spending accounts, company-provided disability insurance, pet insurance, paid sick and vacation time, employee assistance program, childcare subsidies, parental leave and tuition reimbursement. Additional benefits for certain employees include a 401K plan, 529 college savings plan, pensions and pet insurance. 4 Diversity, Equity, and Inclusion. Skechers was founded on inclusivity, diversity, respect, and entrepreneurial spirit with the philosophy of putting people first. In conjunction with our corporate policy against discrimination, Skechers emphasizes that every employee, applicant, contractor, and customer is entitled to be treated with dignity and respect. Human rights are a core value at the heart of how we conduct our business, at every level of the Company – including our factories and suppliers. Our Code of Ethics, Corporate Code of Conduct and Supplier Code of Conduct codify our commitment to these values. These codes are in the Corporate Governance section of the Investor Relations page of our corporate information website located at investors.skechers.com/corporate- governance/governance-documents. We intend to post any amendment to, or waivers of, these codes on our website. CORPORATE RESPONSIBILITY Despite the dynamic growth we have seen over the years, we remain firmly rooted in the same community where we began while dedicated to serving the people of the world. In so doing, we take seriously our position as asteward o f the many communities and stakeholders we impact in our daily business activities. This increasingly involves considering the multiple ways we can evolve our business practices and processes to improve the health of our planet, the lives of our people and our communities. Corporate responsibility is atop p riority for our leadership, who are investing in plans to further our environmental, social and governance ("ESG") efforts. Sustainability. We believe it is our responsibility as a family-focused footwear and apparel brand to create and implement sustainable strategies across our operations to minimize our impact on the environment and support our customers, employees, and partners. Environmental advancements are a top priority in the development of our corporate offices as well as logistic centers. Many of our facilities are designed and operated with sustainability in mind, including one of America’s largest LEED Gold certified facilities at our North America distribution center in Southern California. Our European Distribution Center in Liege, Belgium, has both a BREEAM Very Good rating and a Lean and Green certification. Additionally, our China Distribution Center in Taicang incorporates sustainable features such as natural lighting, LED motion detectors and temperature controllers; and our newly opened India Distribution Center outside Mumbai is designed as a LEED building with certification pending. In 2021, we introduced Our Planet Matters, a collection for men, women and kids that utilizes recycled materials. We partnered with a global conservation organization to help fund its organization’s global efforts which align with our interests and commitment to reduce tree harvesting and emissions through packaging. These efforts represent our growing focus on more environmentally sustainable manufacturing, packaging, distribution, product development, corporate processes, and activities. Human Rights. 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 civility and respect. This code outlines our policies and expectations on topics including discrimination, harassment and abuse, forced labor, freedom of association, compensation and benefits, and health and safety, among others. Community. Skechers encourages active participation in the greater community, with annual charity walks for children in the U.S. and around the world. We promote charitable giving and volunteering by sponsoring community service days along with blood drives, food drives, and shoe drives. Additionally, we regularly donate product to not-for-profit organizations. In 2023, we donated more than $1.1 million to Petco Love Foundation to help save the lives of animals in need in the U.S. and Canada. For additional information on how Skechers value creation and global impact, refer to our Impact Report which can be found on our website at about.skechers.com/social-responsibility. AVAILABLE INFORMATION We file annual, quarterly, and current reports, proxy statements and other documents with the Securities and Exchange Commission (“SEC”). The SEC maintains an internet site at sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically. 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, proxy statements and other information are also made available, free of charge, on our investor relations website at investors.skechers.com as soon as reasonably practicable after we file or furnish with the SEC. The information found on, or otherwise accessible through our website, is not incorporated into, and does not form a part of this annual report on Form 10-K or our other filings with the SEC. 5 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 OUR BUSINESS AND INDUSTRY Our Future Success Depends On Our Ability To Maintain Our Brand Name And Image With Consumers. Our success to date has largely been due to the strength of the Skechers brand. Maintaining, promoting, and growing our brand depends on our ability to develop high-quality, innovative, and fashion forward products, as well as our ability to create fresh and relevant marketing and advertising campaigns. The inability to execute or adverse developments in these areas could negatively impact our brand. Our brand could also be negatively impacted if we or any of our products were to receive negative publicity. If we are unable to maintain, promote and grow our brand, then our business, financial condition, results of operations, and cash flows could be materially and adversely affected. Our Future Success 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 requires us to accurately identify changing consumer preferences and effectively respond in a timely manner. Demand for and market acceptance of existing and new products are uncertain and depend on the following factors: • • • substantial investment in product innovation, design and development; execution of product quality; and significant and sustained marketing efforts and expenditures, including with respect to the monitoring of consumer trends. We are often required to make decisions about product designs and marketing expenditures several months in advance of when consumer acceptance can be determined. As a result, we may not be successful in responding to shifting consumer preferences with new products that achieve market acceptance. If we fail to identify and effectively respond to changing consumer preferences, 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 Footwear Industry and With Significantly Greater Resources Than Ours. We face intense competition from other established companies in the footwear industry in the areas of product offerings, pricing, costs of production, and advertising and marketing expenditures. Consumer demand for our products may decline significantly if we do not adequately and timely anticipate and respond to our competitors. Some 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 price and production, more effectively 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. 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 and adversely affect our business, financial condition, results of operations, and cash flows. 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 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, new stores could be opened in regions 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 we encounter in our existing markets. Any of these challenges could adversely affect our business and results of operations. In addition, any new store openings in existing markets could result in reduced sales in existing stores in those markets. We may decide to close stores that experience sales declines, which could result in additional costs, expenses, asset impairments or asset write-downs. 6 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 significant operating lease commitments for retail space worldwide. Due to the high fixed-cost structure associated with our global retail business, the poor performance or closure of 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 digital 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 and adversely affect our business, financial condition, results of operations, and cash flows. Our Retail Stores Depend On The Customer Traffic Generated By Shopping And Factory Outlet Malls Or By Tourism. We have concept stores in shopping malls and factory outlet stores in outlet malls. We depend on obtaining prominent locations and the overall success of the malls to generate customer traffic. The overall success of the malls can be negatively impacted by factors outside of our control, such as store closures by other retailers. Some of our concept stores occupy street locations that are heavily dependent on customer traffic generated by tourism. Tourism can be adversely affected by external factors such as an economic slowdown or social or political events. Any substantial decrease in customer traffic generated by malls or tourism has, and may continue to have, an adverse effect on sales in our existing stores or hinder our ability to open retail stores in new markets, which could materially and adversely affect our business, financial condition, results of operations, and cash flows. We Depend On Key Personnel To Manage Our Business Effectively In ARapidl y Changing Market, And If We Are Unable To Retain Key Personnel, Our Business Could Be Harmed. We depend upon the continued services of key personnel, including 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 ame mber of our Board of Directors. We also depend 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. The loss of the services of senior management and other key personnel or the failure to attract additional personnel and execute a succession plan could materially and adversely affect our business, financial condition, results of operations, and cash flows. We Have A Significant Work Force And Are Subject To Risks Related To Human Capital Management. We employ approximately 17,900 employees worldwide and a significant portion of our operating expenses relate to compensation and benefits. Although we spend asignifi cant amount of time and expense on human capital management, we cannot ensure that we will be able to maintain a happy and productive workforce. If we are unable to offer competitive compensation and benefits, appropriate training and development, and a compelling work environment or sustain employee satisfaction, our culture may be adversely affected, our reputation may be damaged, and we may incur costs related to turnover. RISKS RELATED TO SUPPLY CHAIN Our Business Could Be Harmed If We Fail To Maintain Appropriate Inventory Levels. We place orders with our manufacturers for some of our products prior to the time we receive customer 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. Unanticipated declines in the popularity of Skechers footwear or other unforeseen circumstances may make it difficult for us and our customers to accurately forecast demand, 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 exceeding 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 products when 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. 7 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 Manufacture Or Sell Our Products, Obtain Products From Foreign Suppliers Or Control The Costs Of Our Products. Substantially all our sales during the year ended December 31, 2023 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 anumber o f 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 the potential for circumstances where we may have to incur premium freight charges to expedite the delivery of product to our customers. Apart from the impacts of the COVID-19 pandemic, including supply chain constraints, 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, financial condition, results of operations, 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 China. The government of the China 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 China 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 China has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the government of China 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 government of China 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 Disruptions In Product Supply. Our footwear products are currently manufactured by independent contract manufacturers. During the year ended December 31, 2023, the top five manufacturers of our products produced approximately 45.7% of our total purchases. One manufacturer accounted for 21.4% of total purchases for the year ended December 31, 2023. 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, financial condition, results of operations, and cash flows could be materially and adversely affected. 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 risks related to security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. Substantially all our products are distributed from a few 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 potential adverse effects of significant disruptions to our distribution system, 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. 8 RISKS RELATED TO ECONOMIC AND POLITICAL CONDITIONS, AND OTHER EXTERNAL FACTORS The Uncertainty Of Global Market Conditions. The uncertain state of global economic and political conditions, including the impact of inflation and challenging consumer retail market, may negatively impact our business, which depends on the general economic environment and levels of consumers’ discretionary spending. If the economic situation 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. The impact of wars, acts of war and other conflicts around the world may result in subsequent economic sanctions imposed by the U.S., NATO and other countries. Conflicts may impact global economic conditions or our ability to sell products to customers in the affected regions. Conflicts could also have broader implications on economics outside the directly impacted regions, such as the global inflationary impact of a potential boycott of Russian oil and gas by other countries. Furthermore, any unfavorable developments in global political, social and regulatory conditions, including geopolitical conflicts, political unrest, civil strife, terrorist activity, acts of war, public corruption, expropriation, nationalism and other economic or political uncertainties in the U.S. or internationally, could also impact our business. Any negative sentiment toward the U.S. as a result of any such developments could also adversely affect our business and reputation. If the uncertain global market conditions continue for a significant period or worsen, our business, financial condition, results of operations, and cash flows could be materially and adversely affected. Our Business Could Be Adversely Affected By Changes In The Business Or Financial Condition Of Our Customers Due To Global Economic Conditions. A global financial crisis could affect the banking system and financial markets and result in a tightening in the credit markets, more stringent lending standards and terms, higher inflation, 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 materially and adversely affect our business, financial condition, results of operations, and cash flows. Our Sales Are Influenced By Economic Conditions And Uncertainty That Impact Consumer Spending And Consumer Confidence. Consumer confidence and spending on discretionary items generally declines during periods of economic uncertainty or recession. Our wholesale customers anticipate and respond to adverse changes in economic conditions and uncertainty by reducing inventories and/or increasing promotional activity. Our retail stores are also affected by these conditions and may experience declines in consumer traffic and spending. As a result, factors that diminish consumer confidence and spending, 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 taxes or interest rates, housing market downturns, fear about and impact of pandemic illness, and other factors such as acts of war, natural disasters or terrorist or political events that impact consumer confidence, have had, 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. Natural Disasters, The Effects Of Climate Change, Pandemics, And Other Events Beyond Our Control. Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus could have a negative effect on us. Our business operations are subject to interruption from earthquakes, hurricanes, tornadoes, floods, fires, extreme weather events, power shortages, pandemics, telecommunications failure, vandalism, cyber- attacks, the effects of climate change, and other events beyond our control. Although we maintain disaster recovery plans, such events could disrupt our operations or those of our customers and suppliers, including through the inability of employees and contract professionals to work, destruction of facilities, loss of life, and adverse effects on supply chains, power, infrastructure and the integrity of information technology ("IT") systems, all of which could materially increase our costs and expenses, delay or decrease revenue from our customers and disrupt our ability to maintain business continuity. We could incur significant costs to improve the climate-related resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate the effects of climate changes. Our insurance may not be sufficient or cover losses or additional expenses that we may sustain. A significant natural disaster or other event that disrupts our operations or those of our customers or suppliers could have ama terial adverse effect on our business, results of operations, financial condition. 9 Adverse Conditions Or Changes In California Could Increase Our Operating Expenses Or Adversely Affect Our Sales. A substantial portion of our operations are in California, including 100 of our retail stores, our headquarters in Manhattan Beach, and our North America distribution center in Rancho Belago. A decline in the economic conditions, or increase in regulations or the cost of doing business in California could have a material adverse impact on our business. Furthermore, a natural disaster or other catastrophic event in California, such as an earthquake or wildfire, 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. Foreign Currency Exchange Rate Fluctuations. Foreign currency fluctuations affect our sales 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 amore 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, which causes the cost of those products to vary depending on the foreign currency exchange rates and impacts 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 sales 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 materially and adversely affect our business, financial condition, results of operations, and cash flows. RISKS RELATED TO ENVIRONMENT, SOCIAL, AND GOVERNANCE Our Environmental, Social And Governance Commitments and Disclosures May Expose Us To Reputational Risks And Legal Liability. Our brand and reputation are associated with our public commitments to various corporate ESG initiatives, including our goals relating to sustainability and diversity and inclusion. Our disclosures on these matters and any failure or perceived failure to achieve or accurately report on our commitments, could harm our reputation and adversely affect our client relationships or our recruitment and retention efforts, as well as expose us to potential legal liability. Increasing focus on ESG matters has resulted in, and is expected to continue to result in, the adoption of legal and regulatory requirements designed to mitigate the effects of climate change on the environmental, as well as legal and regulatory requirements requiring climate-related disclosures. If new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or may not meet the expectations of investors or other stakeholders. Our processes and controls for reporting ESG matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC, European and other regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. RISKS RELATED TO LEGAL AND REGULATORY MATTERS Changes In Tax Laws Or The Potential Imposition Of Additional Duties, Quotas, Tariffs And Other Trade Restrictions. Our products manufactured overseas and imported into the U.S., the European Union and other countries are subject to customs duties. 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 our sales and results of operations. In addition, changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Cooperation and Development (“OECD”). The OECD, which represents a coalition of member countries, recommended changes to long-standing tax principles related to transfer pricing and has developed model rules including establishing a global minimum corporate income tax tested on ajurisdicti onal basis (the “Pillar Two”). Many jurisdictions have adopted or announced an intention to adopt Pillar Two for tax years beginning in 2024. There can be no assurance that our effective tax rate, tax payments or conditional reduced tax rates will not be adversely affected as countries independently amend their tax laws to adopt Pillar Two. Changes in U.S. or foreign tax laws, including new or modified guidance with respect to existing tax laws, could materially and adversely affect our business, financial condition, results of operations, and cash flows. 10 Changes To U.S. Or Other Countries’ Trade Policies And Import/Export Regulations Or Our Failure To Comply With Such Regulations. Changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business. U.S. presidential administrations have instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business. It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes. In addition, changes or proposed changes in U.S. or other countries' trade policies may result in restrictions and economic disincentives on international trade. Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends either in the U.S. or in other countries could affect the trade environment. The Company, similar to many other multinational corporations, does asignifica nt amount of business that would be impacted by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our industry and the global demand for our products, and as a result, our business, financial condition, results of operations, and cash flows could be materially and adversely affected. 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 aparticul ar 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 our business, financial condition, results of operations, and cash flows could be materially and adversely affected. The Disruption, Expense And Potential Liability Associated With Existing And Unanticipated Future Litigation Against Us. In addition to the legal matters included in our reserve for loss contingencies, we occasionally become involved in litigation and investigations, and we are unable to determine the extent of any liability that may arise from any such matters. 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 and investigation 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 or investigation 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 matters could materially and adversely affect our business, financial condition, results of operations, and cash flows. 11 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 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 ®, ®, ®, ®, ®, Skechers®, Skechers Slip-ins®, Skechers Hands Free Slip-ins®, Skechers consider our Performance™, Skechers GOrun®, Skechers GOwalk®, Skechers GOgolf®, Skechers Viper Court Pro™, Ultra GO®, Skechers on-the- GO®, Skechers Cali®, Skechers Street™, Skechers USA®, Skechers Active™, Skechers Sport Active™, Skechers Work™, Skechers Outdoor™, Max Cushioning®, Massage Fit®, Mark Nason®, Skechers Modern Comfort®, D’Lites®, BOBS®, BOBS Sport™, Our Planet Matters®, Glide Step®, Skech-Air®, Skechers Kids™, Twinkle Toes®, SLights ®, Relaxed Fit®, Arch Fit®, Hyper Burst®, 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 utility patents covering components and features used in various shoes. We believe that our patents and trademarks are 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 involved with litigation 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, 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, financial condition, results of operations, and cash flows could be materially and adversely affected. RISKS RELATED TO INFORMATION SYSTEMS AND DATA SECUITY Breaches Or Compromises Of Our Information Security Systems, Information Technology Systems And Our Infrastructure To Support Our Business Could Result In Disruption Of Our Business And Damage To Our Reputation As a routine part of our business, we utilize information security and IT 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 arisk 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, 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. 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 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. 12 Privacy Breaches And Other Cyber Security Risks Related To Our Business Could Negatively Affect Our Reputation, Credibility And Business. We are dependent on IT systems and networks for asignificant p ortion of our direct-to-consumer sales, including our e-commerce sites and retail business credit card transaction authorization and processing. We are responsible for storing data relating to our customers and employees and also rely on third-party vendors for the storage, processing and transmission of personal and Company information. Consumers, lawmakers and consumer advocates alike are increasingly concerned over the security of personal information transmitted over the Internet, consumer identity theft and privacy and the retail industry, in particular, has been the target of many recent cyber- attacks. We generally require that third-party service providers implement reasonable security measures to protect our employees’ and customers’ identity and privacy, but we do not control these third-party service providers and cannot guarantee the elimination of electronic or physical computer break-ins or security breaches in the future. Cybersecurity breaches, including physical or electronic break-ins, security breaches due to employee error or misconduct, attacks by “hackers,” phishing scams, malicious software programs such as viruses and malware, and other breaches outside of our control, could result in unauthorized access or damage to our IT systems and the IT systems of our third-party service providers. Despite our efforts and the efforts of our third-party service providers to secure our and their IT systems, attacks on these systems do occur from time to time. As the techniques used to obtain unauthorized access to IT systems become more varied and sophisticated (as cyber criminals are finding new ways to launch their attacks) and if the occurrence of such security breaches becomes more frequent, we and our third-party service providers may be unable to adequately anticipate these techniques and implement appropriate preventative measures. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information. While we maintain cyber risk insurance to provide some coverage for certain risks associated with cybersecurity incidents, there is no assurance that such insurance would cover all or a significant portion of the costs or consequences associated with a cybersecurity incident. A significant breach of customer, employee or Company data could damage our reputation, our relationship with customers and our brands, and could result in lost sales, sizable fines, significant breach-notifications and other costs and lawsuits, as well as adversely affect our results of operations. Additionally, we may incur increased costs and experience a significant strain on our resources to account for implementation of additional required security measures and technologies to protect personal data and confidential information or to comply with current and new state, federal and international laws governing the unauthorized disclosure of confidential information which are continuously being enacted and proposed, such as the General Data Protection Regulation in the EU, various consumer privacy and data privacy and protection acts in the United States, including, but not limited to, the American Data Privacy and Protection Act, the California Consumer Privacy Act and the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, the Connecticut Data Privacy Act and the Iowa Consumer Data Protection Act, and the Personal Information Protection Law in China. Increased scrutiny by federal regulators, such as the Federal Trade Commission, and state attorney generals focused on the retail industry may lead to increased privacy and cybersecurity costs such as organizational changes, deploying additional personnel, acquiring and implementing enhanced privacy and security technologies on e-commerce sites, mandatory employee training for those handling customer and employee personal data, and engaging third-party experts and consultants, and the unauthorized use of proprietary information may materially and adversely affect our business, financial condition, results of operations, and cash flows. A Material Delay Or Disruption In Our Information Technology Systems Or E-Commerce Websites Or Our Failure Or Inability To Upgrade Our Information Technology Systems Precisely And Efficiently Could Negatively Affect Our Business. We rely extensively on our IT systems to track inventory, manage our supply chain, record and process transactions, manage customer communications, summarize results and manage our business. The failure of our IT systems to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in or failure to implement new systems, could adversely affect our business. We also operate a number of e-commerce websites throughout the world. Our IT systems and e-commerce websites may be subject to damage and/or interruption from power outages, computer, network and telecommunications failures, malicious software, such as viruses and malware, attacks by “hackers”, security breaches, usage errors or misconduct by our employees and bad acts by our customers and website visitors which could materially adversely affect our business. We are undergoing a multi-year Enterprise Resource Planning (“ERP”) implementation. The implementation of the ERP will require a significant investment in human and financial resources. Implementing new systems also carries substantial risk, including failure to operate as designed, failure to properly integrate with other systems, potential loss of data or information, cost overruns, implementation delays and disruption of operations. Third-party vendors are also relied upon to design, program, maintain and service our ERP implementation program. Any failures of these vendors to properly deliver their services could similarly have a material adverse effect on our business. In addition, any disruptions or malfunctions affecting our ERP implementation plan could cause critical information upon which we rely to be delayed, defective, corrupted, inadequate, inaccessible or lost or otherwise cause delays or disruptions to our operations, and we may have to make significant investments to fix or replace impacted systems. 13 RISKS RELATED TO OUR STOCK AND STOCK PRICE Our Quarterly Sales And Operating Results Fluctuate As A Result Of AVariety O f Factors, Including Fluctuations In Demand For Footwear, Delivery Delays And Potential Fluctuations In Our Estimated Annualized Tax Rate, Which May Result In Volatility Of Our Stock Price. Our quarterly sales 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 and from time to time cancel orders, 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. Furthermore, our expenses are partially based on our expectations of future sales, and we may be unable to adjust spending in a timely manner to compensate for any unexpected sales shifts. As a result, our expenses may be disproportionately large relative to our sales, 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. Any quarterly fluctuations in our annualized tax rate could have a material impact on our quarterly operating results and the results for any one quarter may not be indicative of results for the full year. Any shortfall in sales 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 Control Substantially All Matters Requiring Approval By Our Stockholders And His Interests May Differ From The Interests Of Our Other Stockholders. As of December 31, 2023, Chairman of the Board and Chief Executive Officer, Robert Greenberg, beneficially owned 89.0% of our outstanding Class B Common Stock, and members of Mr. Greenberg’s immediate family beneficially owned an additional 10.2% of our outstanding Class B Common Stock. The holders of Class AComm on 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 BComm on Stock are entitled to ten votes per share on all matters submitted to a vote of our stockholders. As of December 31, 2023, Mr. Greenberg beneficially owned 53.3% of the aggregate number of votes eligible to be cast by our stockholders, and together with shares beneficially owned by members of his immediate family, Mr. Greenberg and his immediate family beneficially owned 59.9% of the aggregate number of votes eligible to be cast by our stockholders. Therefore, Mr. Greenberg is able to exert significant control 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 Mr. Greenberg, 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 ACommo n Stock. Because Mr. Greenberg’s interests may differ from the interests of the other stockholders, his ability to substantially control, actions requiring stockholder approval, may result in our 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 voting rights of our Class BCommo n Stock to have superior 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 ath ird 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 ACommo n Stock and may adversely affect the market price of our Class ACommon S tock. Item 1B. Unresolved Staff Comments None. Item 1C. Cybersecurity CYBERSECURITY RISK MANAGEMENT AND STRATEGY We recognize the critical importance of maintaining the safety and security of our systems and data and have aholistic process for overseeing and managing cybersecurity and related risks. This process is supported by both management and our Board of Directors. We have developed and implemented a Cybersecurity Risk Management Program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes acybersecurity incident response plan. 14 We leverage industry standard frameworks such as the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) and Center for Internet Security (“CIS”) to inform how we identify, assess, and manage cybersecurity risks relevant to our business. Our Cybersecurity Risk Management Program includes: • • • • • • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; cybersecurity awareness training of our employees, and incident response personnel; a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; a third-party risk management process for service providers, suppliers, and vendors; and engage third parties for our 24/7 monitoring, detection, and response; regular penetration testing, program controls assessment, and proactive incident preparedness activities. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. CYBERSECURITY GOVERNANCE Our Board of Directors is responsible for overseeing our enterprise risk management activities in general, and each of our Board committees assists the Board in the role of risk oversight. Our Senior Vice President (“SVP”) of Information Technology and the Senior Director of Information Security have overall responsibility for assessing and managing our material risks from cybersecurity threats. To help ensure effective oversight, the Audit Committee receives reports on information security and cybersecurity at least annually, and receives an update quarterly on information security and cybersecurity from materials provided by the Senior Director of Information Security. The Senior Director of Information Security oversees the Information Security Steering Committee (“Steering Committee”), which provides education on the Company’s cybersecurity programs and controls to key members of the Company. The Steering Committee meets quarterly and is comprised of members from the Executive Leadership Team, including the Chief Financial Officer and Executive Vice President of Business Affairs, as well as the SVP of Information Technology, Senior Director of Information Security, VP of Corporate Communications, SVP of Digital Innovation, and Head of Global Human Resources. Cybersecurity risk management is led by our SVP of Information Technology, who reports to our Chief Operating Officer, and generally is responsible for management of cybersecurity risk and the protection and defense of our networks and systems. The SVP of Information Technology manages a team of cybersecurity professionals with broad experience, including in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, incident response, cyber forensics, insider threats and regulatory compliance. We continue to invest in cybersecurity and resiliency of our networks and adapt our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity threats, please see Item 1A Risk Factors. Item 2. Properties CORPORATE HEADQUARTERS Skechers Corporate Headquarters are located at several properties in or near Los Angeles, California, which consist of an aggregate of approximately 0.2 million square feet. We own and lease portions of our corporate headquarters. We lease most of our international administrative offices and showrooms located in the Americas, Europe and Asia Pacific. The property leases expire on various dates through February 2033. Corporate offices, administrative offices, and showrooms are included within our Wholesale segment. 15 DISTRIBUTION FACILITIES We believe that strong distribution is critical to our operations. Our distribution facilities include highly automated solutions to support our future growth in our Company. We regularly evaluate our distribution infrastructure and consolidate or expand our capacity as we believe appropriate for our operations. Our distribution facilities are included within our Wholesale segment. Our principal distribution facilities are as follows: Americas. Our North America Distribution Center occupies approximately 2.6 million square feet on its main campus in Southern California, which is leased from ajo int venture, HF Logistics-SKX (the “JV”). An additional 2.4 million square feet of distribution center space is leased from third parties. The main campus leases expire at various dates through August 2036, and the leases for the remaining space expire at various dates through May 2028. Additionally, our newly opened Canada Distribution Center occupies approximately 0.4 million square feet in British Colombia and the lease is set to expire in December 2032. Europe, Middle East and Africa. Our European Distribution Center occupies approximately 2.2 million square feet in Liege, Belgium. The leases comprising this Distribution Center provide for original terms of 8 to 15 years. The property leases expire on various dates through April 2031. Asia Pacific. Our China Distribution Center occupies approximately 1.6 million square feet in Taicang, China. We plan to further expand in this key market with the constructing of a second distribution center in China, which is expected to be an approximately 2.3 million square foot facility. Our Japan Distribution Center is approximately 0.9 million square feet. The lease is set to expire in October 2031. Additionally, we recently opened the first phase of our India Distribution Center which occupies approximately 0.8 million square feet outside of Mumbai and the lease is set to expire in October 2043. We have additional Company-operated distribution centers as well as third-party distribution centers serving regional markets in the Americas, Europe and Asia Pacific. COMPANY OWNED AND THIRD-PARTY STORES In 2023, we surpassed 5,000 Skechers-branded retail store and now have 5,168 stores in 122 countries. The network of stores includes 1,648 Company-owned and 3,520 third-party locations. These third-party stores are distributor, licensed and franchise owned through our Wholesale segment. Store count, openings and closings for our domestic, international, and third-party stores are as follows: December 31, 2022 Number of locations Opened(1) Closed(1) December 31, 2023 Domestic stores.................................................................................. International stores............................................................................. Distributor, licensee and franchise stores .......................................... Total Skechers stores ......................................................................... 539 905 3,093 4,537 35 268 841 1,144 (11) (88) (414) (513) 563 1,085 3,520 5,168 (1) Includes the conversion of 58 third-party stores to International stores previously included in Distributor stores as a result of the acquisition of our Scandinavian distributor. We pursue our direct-to-consumer strategy through our integrated retail formats, which enable us to promote the full Skechers product offering in an attractive environment that appeals to abroa d group of consumers. Our retail stores are included in our Direct-to- Consumer segment. Our physical retail formats are as follows: Concept Stores. Our concept stores serve as a showcase for a wide range of our product offering. Retail locations are generally chosen to generate maximum marketing value for the Skechers brand name through signage, store front presentation and interior design. These stores also serve as product testing venues. Factory Outlet Stores. Our factory outlet stores provide opportunities for us to sell discontinued and excess merchandise as well as feature key inline product. Big Box Stores. Our free-standing and attached big box stores, enable us to liquidate excess merchandise, discontinued lines and odd-size inventory. Substantially all of our retail stores are leased with terms expiring through March 2038. 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. 16 Item 3. Legal Proceedings Michael Conte v. Robert Greenberg, et al. – On July 21, 2022, Skechers and certain past and present members of the Board of Directors were sued by astockholde r on behalf of our company in a derivative action in the Chancery Court of the State of Delaware, Case No. 2022-0633, alleging breach of fiduciary duty, waste of corporate assets, breach of duty of candor and breach of contract in connection with certain executive officers’ personal use of two company-owned aircraft. The complaint seeks actual damages in favor of Skechers sustained as the alleged result of defendants’ alleged breaches of fiduciary duties, judgment directing our company to take all necessary actions to reform and improve its corporate governance practices, termination of certain executive officers for allegedly violating their employment agreements, judgment directing the sale of one of the company-owned aircraft and attorneys’, accountants’ and experts’ fees, costs and expenses. The defendants filed motions to dismiss the complaint. On February 2, 2024, the court granted the motions and thereafter dismissed the complaint with prejudice as to all named past and present director-defendants. On February 22, 2024, plaintiff filed anot ice of appeal. We cannot predict the outcome of the appeal or any further related legal proceedings or whether an adverse result in such proceedings would have a material adverse impact on our results of operations or financial position. Nike, Inc., v. Skechers USA, Inc. – On November 6, 2023, Nike filed an action against our company in the United States District Court for the Central District of California, Case No. 2:23-CV-09346, alleging that certain Skechers shoe designs infringe the claims of six Nike utility patents that purportedly cover Nike’s Flyknit technologies. Nike seeks injunctive relief, damages (including treble damages), pre-judgment and post-judgment interest, and costs. On January 12, 2024, we answered Nike’s complaint, denying the allegations, and filed counterclaims seeking declarations of invalidity of the asserted patents, and non-infringement. While it is too early to predict the outcome of the District Court proceedings or whether an adverse result would have amate rial adverse impact on our operations or financial position, we believe we have meritorious defenses and intend to defend this matter vigorously. In addition to the matters included in our reserve for loss contingencies, we occasionally become involved in litigation and investigations, and we are unable to determine the extent of any liability that may arise from any such matters. 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 and investigations 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 apart icular reporting period could be materially adversely affected. Item 4. Mine Safety Disclosures Not applicable. 17 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 21, 2024, there were 72 holders of record of our Class ACommo n Stock (including holders who are nominees for an undetermined number of beneficial owners) and 33 holders of record of our Class BCommo n 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. DIVIDEND INFORMATION Since inception, we have not declared or paid cash dividends on our common stock, and we have no present intention of paying dividends on our common stock in the foreseeable future. COMPANY PURCHASES OF EQUITY SECURITIES On January 31, 2022, the Company's Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its Class A Common Stock, par value $0.001 per share, for an aggregate repurchase price not to exceed $500 million. The Share Repurchase Program expires on January 31, 2025 and does not obligate the Company to acquire any particular amount of shares. The table below summarizes the number of shares of our Class AComm on Stock that were repurchased during the three months ended December 31, 2023. Month Ended October 31, 2023 ......................................... November 30, 2023 ..................................... December 31, 2023 ..................................... Total ............................................................ Total Number of Shares Purchased Average Price Paid Per Share — $ 900,300 235,894 1,136,194 $ — 51.11 59.37 52.83 EQUITY COMPENSATION PLAN INFORMATION Total Number of Shares Purchased under the Share Repurchase Program Maximum Dollar Value of Shares that May Yet Be Purchased under the Program (in thousands) — $ 900,300 235,894 1,136,194 $ 325,714 279,696 265,692 265,692 Our equity compensation plan information required by this item is hereby incorporated by reference to the information in Part III, Item 12 of this annual report on Form 10-K. 18 PERFORMANCE GRAPH The following graph demonstrates the total return to stockholders of our Class A Common Stock from December 31, 2018 to December 31, 2023, relative to the performance of the Russell 1000 Index and S&P Retail Select Industry Index. Comparison of 5 Year Cumulative Total Returns (in dollars) Skechers U.S.A., Inc. ............................. Russell 1000 ........................................... S&P Retail Select Industry..................... 2018 2019 2020 2021 2022 2023 100.00 100.00 100.00 188.69 131.43 113.97 157.01 158.98 161.41 189.60 201.03 230.77 183.27 162.58 157.58 272.35 205.72 191.51 Item 6. [Reserved] 19 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. We intend for this discussion to provide the reader with information that will assist in understanding our consolidated financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. The discussion also provides information about the financial results of the various segments of our business to provide a better understanding of how those segments and their results affect the financial condition and results of operations of our company as awhole. This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 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, 2022 filed with the SEC on February 28, 2023. OVERVIEW When Skechers was founded in 1992, our focus was on creating alif estyle brand centered on delivering products with comfort, style, innovation and quality at a reasonable price. Thirty years later, now with a diverse product assortment that includes award-winning Performance Division, we can meet most of the footwear needs of men, women and kids, we remain committed to our design principles. Our objective is to profitably grow our operations worldwide by delivering stylish, comfortable, innovative and high-quality products at a reasonable price. Through the efforts of our dedicated teams globally, our strong partner relationships and loyal consumers, we believe we will continue to achieve well-managed growth and ensure the longevity of both the company and the Skechers brand. For the year ended December 31, 2023, compared to the year ended December 31, 2022, sales increased 7.5% to $8.0 billion, a new annual record, and four consecutive quarterly sales records. Gross margins improved to 51.9% and inventory was reduced by 16.1%. Our financial results reflect the significant market demand for our product offerings and the value that we provide. Key highlights for 2023 include: • Debuting on the Fortune 500® list; • • • Opening distribution centers in India and Canada. Expanding performance product offerings to include Skechers Football and Skechers Basketball; Surpassing 5,000 retail stores; and We believe brand recognition is paramount to continued success. We drive awareness and demand through comprehensive marketing campaigns. During the year, we introduced partnerships and a capsule collection with Martha Stewart and Snoop Dogg. Skechers Performance signed Harry Kane, Europe’s top goal scorer for 2023, as well as other premier players for the launch of Skechers Football, and New York Knicks all-star Julius Randle and Los Angeles Clippers Terance Mann, who both compete in Skechers Basketball. Our core product philosophy of comfort, style, innovation, and quality at the right price continues to resonate with consumers, and we remain focused on delivering our comfort technology footwear as quickly as possible to meet consumer demand. We are committed to the following investments to execute our long-term global growth strategy: Continue to develop new products and technologies; Expand our distribution infrastructure to support growth; • • • Open new stores and extend our digital capabilities to drive Direct-to-Consumer growth; and • Innovative market strategies to broaden our reach globally and attract new partners and consumers. 20 RESULTS OF OPERATIONS Selected information from our results of operations follows: (in thousands) Sales ................................................................................................... $ Cost of sales ....................................................................................... Gross profit ........................................................................................ Gross margin...................................................................................... Operating expenses Selling ............................................................................................ General and administrative ............................................................ Total operating expenses.............................................................. As a %of sales ............................................................................. Earnings from operations ................................................................... Operating margin............................................................................... Other income (expense) ..................................................................... Earnings before income taxes ............................................................ Income tax expense............................................................................ Net earnings ....................................................................................... Less: Net earnings attributable to noncontrolling interests................ Net earnings attributable to Skechers U.S.A., Inc. ............................ $ Year Ended December 31, 2022 $ 7,444,550 3,929,193 3,515,357 2023 8,000,342 3,847,938 4,152,404 51.9 % 47.2 % 676,890 2,690,728 3,367,618 583,626 2,385,061 2,968,687 42.1 % 784,786 9.8 % 39.9 % 546,670 7.3 % 16,086 800,872 150,949 649,923 104,124 545,799 $ (24,413) 522,257 93,095 429,162 56,134 373,028 Sales Change $ 555,792 (81,255) 637,047 93,264 305,667 398,931 238,116 40,499 278,615 57,854 220,761 47,990 172,771 % 7.5 (2.1) 18.1 470 bps 16.0 12.8 13.4 220 bps 43.6 250 bps n/m 53.3 62.1 51.4 85.5 46.3 Sales increased $0.6 billion, or 7.5%, to $8.0 billion as a result of a 13.3% increase internationally and a 0.8% decrease domestically. Direct-to-Consumer sales increased 24.3% and Wholesale sales decreased 2.8%. Sales increased overall due to higher sales volume in Direct-to-Consumer and higher average selling prices. Gross margin Gross margin increased 470 basis points to 51.9% primarily due to higher average selling prices and a higher proportion of Direct- to-Consumer sales. Operating expenses Operating expenses increased $398.9 million, or 13.4%, to $3.4 billion, and as a percentage of sales increased 220 basis points to 42.1%. Selling expenses increased $93.3 million, or 16.0%, to $676.9 million, primarily due to higher demand creation expenditures in global marketing and digital advertising. General and administrative expenses increased $305.7 million, or 12.8%, to $2.7 billion, due to an increase in labor costs of $104.6 million, facility related costs of $83.7 million, including rent and depreciation, and warehouse and distribution costs of $16.6 million. These increases were partially offset by a decrease of $33.7 million in volume-driven labor and warehouse and distribution expenses from the supply chain and logistical challenges in the prior year. Other income (expense) Other income (expense), improved $40.5 million to $16.1 million, compared to other expense of $24.4 million in the prior year, primarily due to favorable foreign currency exchange rates in Europe, Middle East & Africa and Asia Pacific, and increased interest income. 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, 2023 2022 150,949 $ 18.8% 93,095 17.8% Income tax expense was $150.9 million as compared to $93.1 million in 2022. Our effective tax rate was 18.8% as compared to 17.8% in the prior year. The increase in tax rate is due to the impact of tax reserves and the non-recurrence of favorable deferred tax adjustments in the prior year. Our 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% to 35%, which on average are generally significantly lower than the U.S. federal and state combined statutory rate of approximately 25.1%. 21 The OECD has issued various proposals that would change long-standing global tax principles, namely, its Pillar Two framework, which imposes a global minimum corporate tax rate of 15% for large companies. The European Union (“EU”) member states formally adopted the EU’s Pillar Two Directive, which generally provides for a15% minimum effective tax rate for multinational enterprises, in every jurisdiction in which they operate. This did not have an impact to the tax provision and effective tax rate for the year ended December 31, 2023 and we do not anticipate that this will have a material impact on our tax provision or effective tax rate in 2024. We will continue to evaluate the potential impact of the Pillar Two framework on future periods, pending legislative adoption by individual countries. See Note 10 – Income Taxes of the Consolidated Financial Statements for additional information. Noncontrolling interest in net earnings of consolidated subsidiaries Noncontrolling interest represents the share of net earnings or loss that is attributable to our joint venture partners. Net earnings attributable to noncontrolling interest increased $48.0 million to $104.1 million as compared to $56.1 million in the prior year, primarily due to higher earnings by our joint ventures, predominantly in China. RESULTS OF SEGMENT OPERATIONS Wholesale (in thousands) Sales ................................................................................................... $ 4,504,776 1,846,819 Gross profit ........................................................................................ Gross margin ..................................................................................... 41.0% 2022 $ 4,632,429 1,669,276 36.0% Year Ended December 31, 2023 Change $ (127,653) 177,543 % (2.8) 10.6 500 bps Wholesale sales decreased $127.7 million, or 2.8%, to $4.5 billion, due to a decrease in the Americas of 10.6%, partially offset by an increase in Asia Pacific of 12.6% and Europe, Middle East &Africa of 0.1%. Volume decreased 8.7% in the number of units sold and average selling price per unit increased 6.3%. Wholesale gross margin increased 500 basis points to 41.0% due to higher average selling prices and lower costs per unit. Direct-to-Consumer (in thousands) Sales ................................................................................................... $ 3,495,566 Gross profit ........................................................................................ 2,305,585 Gross margin ..................................................................................... 66.0% 2022 $ 2,812,121 1,846,081 65.6% Year Ended December 31, 2023 Change $ 683,445 459,504 % 24.3 24.9 30 bps Direct-to-Consumer sales increased $683.4 million, or 24.3%, to $3.5 billion, led by increases in the Americas of 21.5%, Asia Pacific of 22.0% and Europe, Middle East & Africa of 49.2%. Volume increased 19.6% in the number of units sold and average selling price per unit increased 4.0%. Direct-to-Consumer gross margin increased 30 basis points to 66.0%, due to higher average selling prices and channel mix, partially offset by increased costs per unit. LIQUIDITY AND CAPITAL RESOURCES Liquidity outlook We have cash and cash equivalents of $1,189.9 million at December 31, 2023. Amounts held outside the U.S. were $954.7 million, or 80.2%, and approximately $424.8 million was available for repatriation to the U.S. as of December 31, 2023 without incurring additional U.S. federal income taxes and applicable non-U.S. income and withholding taxes. 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 and believe our relationships to be positive. At December 31, 2023, we have unused credit capacity of $746.9 million on our revolving credit facility, with an additional $250.0 million available through an accordion feature. We believe that anticipated cash flows from operations, existing cash and investments balances, available borrowings under our revolving credit facility, 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. 22 Cash Flows Our working capital at December 31, 2023 was $2.3 billion, an increase of $0.3 billion from working capital of $2.0 billion at December 31, 2022. Our cash and cash equivalents at December 31, 2023 were $1,189.9 million, compared to $615.7 million at December 31, 2022. Our primary source of operating cash is collections from customers. 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 $1,231.2 million for 2023 and $238.3 million for 2022. The $992.8 million increase in cash flows from operating activities in 2023 resulted from favorable changes in working capital, primarily inventory, and increased earnings. Investing Activities Net cash used in investing activities was $418.0 million for 2023 as compared to $287.5 million for 2022. The $130.5 million increase was due to increased net investment activity of $95.4 million and the acquisition of our Scandinavian distributor of $70.4 million, offset by decreased capital expenditures of $35.3 million. Our capital investments remain focused on supporting our strategic growth priorities, growing our Direct-to-Consumer business, as well as expanding the presence of our brand internationally. Capital expenditures for the year ended December 31, 2023 were $323.7 million, which included $104.3 million for the expansion of our global distribution infrastructure, $99.0 million for investments in our retail stores and direct-to-consumer technologies, and $64.3 million of investments in our new corporate offices and transportation. We expect our capital expenditures for 2024 to be approximately $350.0 to $400.0 million, as we continue to invest in our strategic priorities, including new stores, added omnichannel capabilities and incremental distribution capacity in key markets. We expect to fund ongoing capital expenditures through a combination of available cash and borrowings. Financing Activities Net cash used in financing activities was $234.7 million during 2023 compared to $118.1 million in 2022. The increase is primarily the result of higher repurchases of common stock of $85.8 million and decreased net proceeds from short-term borrowing of $26.2 million. Capital Resources and Prospective Capital Requirements Share Repurchase Program On January 31, 2022, the Company's Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its Class A Common Stock, par value $0.001 per share, for an aggregate repurchase price not to exceed $500 million. The Share Repurchase Program expires on January 31, 2025 and does not obligate the Company to acquire any particular amount of shares. As of December 31, 2023, $265.7 million remains available under the Share Repurchase Program. Financing Arrangements As of December 31, 2023, outstanding short-term and long-term borrowings were $301.4 million, of which, $242.9 million relates to loans for our domestic and China distribution centers, $46.2 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– F inancial Commitments of the Consolidated Financial Statements for additional information. Commitments Our material cash requirements as of December 31, 2023 which are not reflected as liabilities in the consolidated balance sheets include open purchase commitments with our foreign manufacturers of approximately $1.4 billion. 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. CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES The preparation of our consolidated 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. 23 We believe the following critical accounting estimates are affected by significant judgments used in the preparation of our consolidated financial statements. Reserves for returns and chargebacks. Revenue is recorded net of estimates for returns from our customers and potential disputed amounts or chargebacks. We accrue a liability for product returns at the time of sale based on our historical experience. 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. Allowance for bad debts. Accounts receivable is recorded net of estimated losses 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, 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 bad debts are recorded to general and administrative expenses. 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 reserves. Inventory is stated at the lower of cost or net realizable value. Inventory reserves are recorded 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. The valuation of inventory could be impacted by changes in public and consumer preferences, demand for product, changes in the buying patterns of both retailers and consumers and inventory management of customers. 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 ala rge 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. The establishment of deferred tax assets from intra-entity transfers of certain intellectual property rights and other transactions requires management to make significant estimates and assumptions to determine the fair value of such intellectual property rights. The valuation of deferred tax assets requires significant estimates and assumptions including, but not limited to, future sales growth, discount rates and the expected life of the assets, which by their nature are inherently uncertain and may ultimately differ materially from our actual results. 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 avaluat ion allowance. Business Combinations. We use the acquisition method of accounting for business combinations and recognize assets acquired and liabilities assumed measured at their fair values on the date acquired. Goodwill is measured as of the acquisition date as the excess of consideration transferred over the net acquisition date fair value of the assets acquired and the liabilities assumed. The valuation of identifiable intangible assets reflects management's estimates based on, among other factors, use of established valuation methods, including, but not limited to, the multi-period excess earnings method income approach. Further estimates within these models include, but are not limited to, future expected cash flows, including revenues and expenses, and applicable discount rates. These estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations and comprehensive income (loss). EXCHANGE RATES We receive U.S. dollars for substantially all of our domestic and a portion of our international product sales. 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 2023 and 2022, 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. 24 RECENT ACCOUNTING PRONOUNCEMENTS Refer to Note 1— S ummary 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 Disclosure 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, 2023, we have $58.5 million and $242.9 million of outstanding current 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 $6.0 million for the year ended December 31, 2023. 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 2024. The interest rate charged on our unsecured revolving credit facility is based on SOFR, our North America distribution center construction loan is based on the one-month Bloomberg Short-Term Bank Yield Index (“BSBY”). Our China distribution center and China operational loans are based on a reference rate provided by the People’s Bank of China. Our loan with 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”), was based on the SOFR Daily Floating Rate plus a margin of 1.75%. During the second quarter of 2023, the Company amended certain terms of our loan agreement with Bank of America and the related interest rate swap to replace the LIBOR with SOFR as part of our planned reference rate reform activities, as discussed in Note 4 - Financial Commitments. Prior to the effective date of the amended swap agreement, our loan was based on the LIBOR Daily Floating Rate plus a margin of 1.75%. 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, 2023 to hedge the cash flows on our $129.5 million variable rate debt on our North America distribution center, which was entered into by the JV. This instrument was a variable to fixed derivative with a notional amount of $129.5 million at December 31, 2023. Our receive rate was one-month LIBOR and the average pay rate was 0.795% through the effective date of the interest swap amendment. Since the effective date of the amended swap agreement, our receive rate was 30-day SOFR rate and the average pay rate was 0.778%. 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’ sales, 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: the Americas, Europe, Middle East &Africa , and Asia-Pacific. 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 $11.5 million and loss of $36.6 million, for the years ended December 31, 2023 and 2022, that are deferred and recorded as a component of accumulated other comprehensive loss in stockholders’ equity. A 200-basis point reduction in each of these exchange rates at December 31, 2023 would have reduced the values of our net investments by approximately $102.4 million. 25 Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (BDO USA, P.C.; Los Angeles California; PCAOB ID: #243) ................................................................................................................................................................................. 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................................................................................................... Page 27 29 30 31 32 33 34 26 Report of Independent Registered Public Accounting Firm Shareholders 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, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, 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, 2023, 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 28, 2024 expressed an adverse opinion thereon. 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 Matter The critical audit matter communicated below is amatte r arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 the critical audit matter 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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for Income Taxes The Company is a U.S. based multinational entity subject to taxes in the U.S. and multiple foreign jurisdictions which affect the Company’s provision for income taxes. The income tax provision is determined by management based on current enacted tax regulations at each jurisdiction with consideration of intercompany transactions across multiple tax jurisdictions. As indicated in Note 10 to the consolidated financial statements, total income tax expense for the year ended December 31, 2023 was $150.9 million, of which $14.7 million represented U.S. Federal tax expense, $3.4 million represented U.S. State tax expense, and the remaining $132.8 million represented foreign tax expense. We identified the accounting for the Company’s income tax provision as acritical au dit matter due to the complexity involved in: (i) the application of relevant tax laws and regulations in calculating taxable income and deferred tax balances in certain jurisdictions, and (ii) the application of transfer pricing guidelines to various intercompany transactions. Auditing these elements required challenging auditor judgment and an increased extent of audit effort, including the use of professionals with specialized skills and knowledge. 27 The primary procedures we performed to address this critical audit matter included: • • Testing the design and operating effectiveness of certain internal controls related to management’s accounting for income taxes, including controls over: (i) calculating taxable income and deferred tax balances in certain jurisdictions, and (ii) the application of transfer pricing guidelines to various intercompany transactions. Testing the completeness and accuracy of the underlying data used to determine taxable income, deferred tax balances and transfer pricing adjustments. • Utilizing personnel with specialized skill and knowledge in accounting for income taxes to assist in evaluating management’s application of relevant tax laws and regulations in calculating taxable income and deferred tax balances in certain jurisdictions. • Utilizing personnel with specialized skill and knowledge in transfer pricing to assist in evaluating management’s application of transfer pricing guidelines to various intercompany transactions. /s/ BDO USA, P.C. We have served as the Company's auditor since 2013. Los Angeles, California February 28, 2024 28 SKECHERS U.S.A., INC. AND SUBSIDIARIES Consolidated Balance Sheets ASSETS As of December 31, 2023 2022 (in thousands, except par value) Current assets Cash and cash equivalents................................................................................................... $ Short-term investments ....................................................................................................... Trade accounts receivable, less allowances of $57,867 and $59,472 ................................. Other receivables................................................................................................................. Inventory ............................................................................................................................. Prepaid expenses and other ................................................................................................. Total current assets ($1,252,372 and $1,014,962 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 ($641,879 and $598,973 related to VIEs)................................ TOTAL ASSETS .................................................................................................................... $ LIABILITIES AND EQUITY Current liabilities Accounts payable ................................................................................................................ $ Accrued expenses................................................................................................................ Operating lease liabilities.................................................................................................... Current installments of long-term borrowings.................................................................... Short-term borrowings ........................................................................................................ Total current liabilities ($600,337 and $568,158 related to VIEs) ................................. Long-term operating lease liabilities....................................................................................... Long-term borrowings ............................................................................................................ Deferred tax liabilities............................................................................................................. Other long-term liabilities....................................................................................................... Total non-current liabilities ($329,219 and $293,726 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 ACommo n Stock, $0.001 par value; 500,000 shares authorized; 132,837 and 134,473 shares issued and outstanding ............................................................................... Class BCommo n Stock, $0.001 par value; 75,000 shares authorized; 20,182 and 20,810 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 .................................................................................. $ $ $ $ 1,189,910 72,595 860,300 82,253 1,525,409 222,137 3,952,604 1,506,690 1,276,171 450,574 123,996 101,230 136,086 3,594,747 7,547,351 1,008,001 320,105 274,296 46,571 11,894 1,660,867 1,108,110 242,944 12,594 122,794 1,486,442 3,147,309 — 133 20 295,847 (73,388) 3,796,730 4,019,342 380,700 4,400,042 7,547,351 $ See accompanying notes to consolidated financial statements. 615,733 102,166 848,287 86,036 1,818,016 176,035 3,646,273 1,345,370 1,200,565 454,190 70,498 93,497 83,094 3,247,214 6,893,487 957,384 294,143 238,694 103,184 19,635 1,613,040 1,063,672 216,488 8,656 120,045 1,408,861 3,021,901 — 134 21 403,799 (84,897) 3,250,931 3,569,988 301,598 3,871,586 6,893,487 29 SKECHERS U.S.A., INC. AND SUBSIDIARIES Consolidated Statements of Earnings (in thousands, except per share data) Sales .................................................................................................................$ Cost of sales ..................................................................................................... Gross profit....................................................................................................... Operating expenses Selling........................................................................................................... General and administrative........................................................................... Total operating expenses............................................................................ Earnings from operations ................................................................................. Total other income (expense)........................................................................... Earnings before income taxes .......................................................................... Income tax expense (benefit) ........................................................................... Net earnings...................................................................................................... Less: Net earnings attributable to noncontrolling interest ............................... Net earnings attributable to Skechers U.S.A., Inc............................................$ Net earnings per share attributable to Skechers U.S.A., Inc. Basic .............................................................................................................$ Diluted..........................................................................................................$ Weighted-average shares used in calculating net earnings per share attributable to Skechers U.S.A., Inc. 2023 8,000,342 3,847,938 4,152,404 676,890 2,690,728 3,367,618 784,786 16,086 800,872 150,949 649,923 104,124 545,799 3.53 3.49 Year Ended December 31, 2022 7,444,550 3,929,193 3,515,357 $ 583,626 2,385,061 2,968,687 546,670 (24,413) 522,257 93,095 429,162 56,134 373,028 2.40 2.38 $ $ $ 2021 6,310,187 3,185,816 3,124,371 499,532 2,026,652 2,526,184 598,187 (28,430) 569,757 (245,875) 815,632 74,129 741,503 4.77 4.73 $ $ $ $ Basic ............................................................................................................. Diluted.......................................................................................................... 154,533 156,256 155,627 156,608 155,539 156,794 See accompanying notes to consolidated financial statements. 30 SKECHERS U.S.A., INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (in thousands) Net earnings................................................................................................ $ Other comprehensive income, net of tax Net unrealized gain (loss) on derivative contract ................................... 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. ................... $ 2023 Year Ended December 31, 2022 2021 649,923 $ 429,162 $ 815,632 (3,888) 11,241 657,276 99,968 557,308 $ 9,787 (53,552) 385,397 48,190 337,207 $ 3,372 (22,141) 796,863 76,398 720,465 See accompanying notes to consolidated financial statements. 31 3 6 6 , 5 2 7 , 2 $ 8 2 2 , 4 4 2 $ 5 3 4 , 1 8 4 , 2 $ 0 0 4 , 6 3 1 , 2 $ ) 5 8 2 , 7 2 ( $ 5 6 1 , 2 7 3 $ ) 1 4 1 , 2 2 ( 2 3 6 , 5 1 8 1 3 7 , 6 ) 8 2 9 , 9 ( ) 7 5 5 , 1 4 ( — 2 7 3 , 3 6 7 2 , 7 8 0 1 , 0 6 ) 4 8 0 , 3 ( ) 2 5 5 , 3 5 ( ) 0 2 3 , 9 2 ( 2 6 1 , 9 2 4 1 7 8 7 , 9 1 3 1 , 8 4 7 8 , 9 5 ) 4 2 3 , 0 2 ( ) 5 4 2 , 4 7 ( — 2 7 0 , 2 4 5 , 3 $ — 6 8 5 , 1 7 8 , 3 $ 1 4 2 , 1 1 3 2 9 , 9 4 6 ) 9 1 7 , 7 1 ( ) 0 0 0 , 6 ( ) 8 8 8 , 3 ( 5 4 4 , 9 0 6 9 , 7 6 — ) 2 4 4 , 2 2 ( ) 4 6 0 , 0 6 1 ( — ) 3 0 1 , 1 ( 9 2 1 , 4 7 1 3 7 , 6 ) 2 7 0 , 3 ( ) 7 5 5 , 1 4 ( 2 7 3 , 3 — — — — — 4 3 1 , 6 5 8 2 7 , 2 8 2 ) 8 7 9 , 6 1 ( ) 0 2 3 , 9 2 ( 4 3 0 , 9 — — — — — — 8 9 5 , 1 0 3 4 2 1 , 4 0 1 ) 8 6 2 ( ) 7 4 1 , 3 ( ) 8 8 8 , 3 ( ) 9 1 7 , 7 1 ( — — — — — — ) 8 3 0 , 1 2 ( 3 0 5 , 1 4 7 — — — ) 6 5 8 , 6 ( — 6 7 2 , 7 8 0 1 , 0 6 ) 4 8 0 , 3 ( — — — — — — — — — — — 3 0 5 , 1 4 7 — — — — — — — — — — ) 8 3 0 , 1 2 ( — — — — ) 6 5 8 , 6 ( — 6 7 2 , 7 8 0 1 , 0 6 ) 1 ( ) 4 8 0 , 3 ( — $ 4 4 3 , 9 5 2 , 3 $ 3 0 9 , 7 7 8 , 2 $ ) 3 2 3 , 8 4 ( $ 8 0 6 , 9 2 4 $ ) 4 7 5 , 6 3 ( 8 2 0 , 3 7 3 — 3 5 7 1 1 3 1 , 8 4 7 8 , 9 5 ) 4 2 3 , 0 2 ( ) 5 4 2 , 4 7 ( — — — — — — — — — — 8 2 0 , 3 7 3 — — — — — — — — — ) 4 7 5 , 6 3 ( — — — 3 5 7 1 3 1 , 8 4 7 8 , 9 5 ) 1 ( ) 3 2 3 , 0 2 ( ) 3 4 2 , 4 7 ( — $ 8 8 9 , 9 6 5 , 3 $ 1 3 9 , 0 5 2 , 3 $ ) 7 9 8 , 4 8 ( $ 9 9 7 , 3 0 4 $ — ) 3 5 8 , 2 ( — 5 4 4 , 9 0 6 9 , 7 6 — 9 0 5 , 1 1 9 9 7 , 5 4 5 ) 2 4 4 , 2 2 ( ) 4 6 0 , 0 6 1 ( — — — — — — — — — — — 9 9 7 , 5 4 5 — — — — — — — — — — 9 0 5 , 1 1 — — — ) 1 ( ) 3 5 8 , 2 ( — 5 4 4 , 9 0 6 9 , 7 6 ) 2 4 4 , 2 2 ( ) 1 6 0 , 0 6 1 ( — 2 4 0 0 0 4 , , 4 $ 0 0 7 0 8 3 , $ 2 4 3 9 1 0 , , 4 $ , 0 3 7 6 9 7 3 , $ ) 8 8 3 , 3 7 ( $ 7 4 8 , 5 9 2 $ 1 2 — — — — — — — — — — — 1 2 — — — — — — — — — — 1 2 — — — — — — — — — — $ 4 3 1 $ 6 1 0 , 1 2 — — — — — — — — 1 — — — — — — — — — — — — — — — — — 2 ) 1 ( ) 2 ( — — — — — — — — — $ — 4 3 1 $ 0 1 8 , 0 2 ) 9 2 1 ( — — — — — — — 1 — ) 3 ( — — — — — — — — — — . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c o t s e t o n g n i y n a p m o c c a e e S ) 1 ( 0 2 $ 1 3 3 1 $ 2 8 1 , 0 2 ) 8 2 6 ( ' s r e d l o h k c o t s g n i l l o r t n o c n o N . c n I , . . A S U . y t i u q e s t s e r e t n i y t i u q e d e n i a t e R i s g n n r a e e v i s n e h e r p m o c s s o l n i - d i a p l a t i p a c t S n o m m o C S n o m m o C t S n o m m o C k c o k c o t k c o l a t o T s r e h c e k S r e h t o l a n o i t i d d A B s s a l C A s s a l C B s s a l C S E I R A I D I S B U S D N A . C N I , . . . A S U S R E H C E K S y t i u q E f o s t n e m e t a t S d e t a d i l o s n o C d e t a l u m u c c A t n u o m A s e r a h S $ — 5 3 1 $ 9 3 9 , 0 2 ) 7 7 ( 7 7 7 0 1 , 5 3 1 — — — — — — — ) 6 6 ( 6 2 2 2 5 2 1 , 8 1 6 , 3 3 1 k c o t A s s a l C S n o m m o C — — — — — 3 4 2 4 2 4 1 , ) 3 0 5 ( ) 7 2 9 , 1 ( 9 2 1 3 7 4 , 4 3 1 — — — — — — 2 4 2 0 2 1 1 , ) 9 2 4 ( ) 7 9 1 , 3 ( 8 2 6 7 3 8 , 2 3 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s g n i n r a e t e N t n e m t s u j d a n o i t a l s n a r t y c n e r r u c n g i e r o F . . . . . . . . . . . . . . . . . s t s e r e t n i . . . . . . . . . . . . . . . . . . . . . . . . t s e r e t n i g n i l l o r t n o c n o n o t s n o i t u b i r t s i D g n i l l o r t n o c n o n f o e s a h c r u P . . . . . . . . . . . . . . t c a r t n o c e v i t a v i r e d n o n i a g d e z i l a e r n u t e N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e s n e p x e n o i t a s n e p m o c k c o t S s t s e r e t n i g n i l l o r t n o c n o n m o r f s n o i t u b i r t n o C . . . . . n a l p . . . . . . . . . . n a l p . . . . . . s g n i d l o h h t i e s a h c r u p k c o t s e e y o l p m e e h t m o r f s d e e c o r P d r a w a e v i t n e c n i e h t r e d n u d e u s s i s e r a h S w x a t e e y o l p m e r o f d e m e e d e r s e r a h S ) s d n a s u o h t n i ( . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . k c o t S n o m m o C A s s a l C o t n i k c o t S n o m m o C B s s a l C f o n o i s r e v n o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s g n i n r a e t e N . . . . . . . . . . . . . . . . . t n e m t s u j d a n o i t a l s n a r t y c n e r r u c n g i e r o F . . . . . . . . . . . . . . . . . s t s e r e t n i g n i l l o r t n o c n o n o t s n o i t u b i r t s i D . . . . . . . . . . . . . . t c a r t n o c e v i t a v i r e d n o n i a g d e z i l a e r n u t e N . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e s n e p x e n o i t a s n e p m o c k c o t S . . . . . n a l p . . . . . . . . . . n a l p . . . . . . s g n i d l o h h t i e s a h c r u p k c o t s e e y o l p m e e h t m o r f s d e e c o r P d r a w a e v i t n e c n i e h t r e d n u d e u s s i s e r a h S w x a t e e y o l p m e r o f d e m e e d e r s e r a h S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . k c o t s n o m m o c f o s e s a h c r u p e R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . k c o t S n o m m o C A s s a l C o t n i k c o t S n o m m o C B s s a l C f o n o i s r e v n o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s g n i n r a e t e N . . . . . . . . . . . . . . . . . t n e m t s u j d a n o i t a l s n a r t y c n e r r u c n g i e r o F . . . . . . . . . . . . . . . t c a r t n o c . . . . . . . . . . . . . . . . . s t s e r e t n i . . . . . . . . . . . . . . . . . . . . . . . . t s e r e t n i e v i t a v i r e d n o s s o l d e z i l a e r n u t e N g n i l l o r t n o c n o n o t s n o i t u b i r t s i D g n i l l o r t n o c n o n f o e s a h c r u P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . e s n e p x e n o i t a s n e p m o c k c o t S . . . . . n a l p . . . . . . . . . . n a l p . . . . . . s g n i d l o h h t i e s a h c r u p k c o t s e e y o l p m e e h t m o r f s d e e c o r P d r a w a e v i t n e c n i e h t r e d n u d e u s s i s e r a h S w x a t e e y o l p m e r o f d e m e e d e r s e r a h S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . k c o t s n o m m o c f o s e s a h c r u p e R . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . k c o t S n o m m o C A s s a l C o t n i k c o t S n o m m o C B s s a l C f o n o i s r e v n o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B 32 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 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 ............................................................... 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 .......................................................... Net proceeds from (repayments on) short-term borrowings........................ Payments for employee taxes related to stock compensation...................... Repurchases of common stock .................................................................... Purchase of noncontrolling interest ............................................................. Contributions from noncontrolling interests................................................ Distributions to noncontrolling interests ..................................................... Net cash 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: Right-of-use assets exchanged for lease liabilities .................................. Non-cash consideration for acquired business ........................................ 2023 Year Ended December 31, 2022 2021 649,923 $ 429,162 $ 815,632 181,925 48,539 67,960 (2,370) (18,492) (3,416) 324,193 (98,041) 41,565 39,378 1,231,164 (323,722) (70,370) (160,233) 136,306 (418,019) 9,445 (78,256) 48,100 (7,741) (22,442) (160,064) (6,000) — (17,719) (234,677) (4,291) 574,177 615,733 1,189,910 21,871 147,095 343,438 8,873 $ $ 153,716 37,806 59,874 (6,489) (2,366) (179,734) (389,026) (33,007) 107,199 61,190 238,325 (358,992) — (70,837) 142,343 (287,486) 8,131 (95,410) 74,670 18,439 (20,324) (74,245) — — (29,320) (118,059) (13,330) (180,550) 796,283 615,733 19,293 113,933 327,022 — $ $ 139,577 62,771 60,108 (387,250) 2,154 (154,248) (458,002) (110,464) 135,140 106,734 212,152 (309,674) — (215,164) 180,172 (344,666) 7,276 (487,441) 96,187 (2,102) (3,084) — (9,928) 6,731 (41,557) (433,918) (8,111) (574,543) 1,370,826 796,283 14,579 125,082 356,855 — See accompanying notes to consolidated financial statements. 33 SKECHERS U.S.A., INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Policies BASIS OF PRESENTATION Skechers U.S.A., Inc. and subsidiaries (the “Company”) designs, develops, markets and distributes footwear, apparel and accessories. 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 of prior period balances have been made to conform to current presentation. 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 allowances for bad debts, returns and customer chargebacks, inventory reserves, litigation reserves and valuation of deferred income taxes. Actual results could differ materially from those estimates. REVENUE RECOGNITION The Company derives income from the sale of footwear, apparel and accessories 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. Wholesale sales are recognized upon shipment. Direct-to-consumer sales are recognized at the point of sale for transactions with customers at the Company’s retail stores and recognized upon shipment for sales made through its websites. Sales are reduced by an estimate of customer merchandise returns, which is calculated based on historical experience. The Company reserves for potential disputed amounts or chargebacks from its customers. The Company’s chargeback reserve is based on a factors such as historical trends, customer behavior and nature of the chargeback. ALLOWANCE FOR BAD DEBTS The Company provides areserve f or estimated losses that may result from its customers’ inability to pay. The Company determines the amount of the reserve by analyzing known uncollectible accounts, aged receivables, historical losses and its customers’ credit- worthiness. Allowances for bad debts are recorded to general and administrative expenses. 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, surface transportation, warehousing and packaging product totaled $565.1 million, $538.7 million and $376.5 million for 2023, 2022 and 2021. 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 $27.9 million, $28.1 million, and $24.6 million during the years ended December 31, 2023, 2022 and 2021. 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, 2023, 2022 and 2021 was approximately $562.1 million, $473.7 million and $375.0 million. Prepaid advertising costs were $24.3 million at December 31, 2023, consisting of $13.8 million short-term and $10.5 million long-term, which is included in other assets, net, in the Company’s consolidated balance sheets. 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 short-term investments, which are highly liquid investments with maturities of three months or less when purchased. 34 INVENTORY Inventory is stated at the lower of cost (based on the first-in, first-out method) or net realizable value. Cost of product includes shipping and handling fees. The Company estimates losses from obsolete or slow-moving inventory and reserves the cost of inventory at the time such determinations are made. Expense associated with inventory reserves is recognized in cost of sales. PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. The Company reviews stores for impairment annually or when facts and circumstances indicate that the carrying values may be impaired. The Company did not record material impairment charges during the years ended December 31, 2023, 2022 or 2021. The principal estimated useful lives are as follows: Buildings Building improvements Furniture, fixtures and equipment Leasehold improvements GOODWILL 20 to 40 years 10 to 20 years 5 to 20 years Shorter of useful life or remaining lease term 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. As of December 31, 2023 and December 31, 2022, the Company had $101.2 million and $93.5 million of goodwill included in the Wholesale segment. The increase of $7.7 million of goodwill included in the Wholesale segment relates to the acquisition of Sports Connection. 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. See Note 14 – Business Combinations of the Consolidated Financial Statements for additional information. INTANGIBLE ASSETS Within other assets, net, the Company has amortizable intangible assets consisting of reacquired rights with a gross carrying value of $108.4 million and $49.1 million and accumulated amortization of $42.2 million and $25.9 million as of December 31, 2023 and December 31, 2022. Purchased intangible assets with finite lives are amortized over their estimated useful lives. Amortization expense related to amortizable intangible assets were $11.4 million, $6.9 million and $6.9 million for years ended December 31, 2023, 2022 and 2021. Future amortization expense related to amortizable intangible assets is expected to be approximately $14.6 million per year for each of the years 2024 and 2025, $9.7 million for 2026, $8.1 million for each of the years 2027 and 2028, and $11.1 million thereafter. The weighted-average amortization period for amortizable reacquired rights is 7year s. NONCONTROLLING INTERESTS The Company established several joint ventures either to distribute the Company’s products 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. The Company continues to reassess these relationships based on events and circumstances. 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. In December 2023, the Company increased the ownership interest related to the Israel joint venture from 51% to 75% for $6.0 million. In March 2021, the minority interest related to the Hong Kong joint venture was purchased for $10.0 million. The change in the Company’s ownership of the Hong Kong and Israel entities continues to be included in the Company’s consolidated financial statements. 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 earnings and cash flow items are translated at the weighted-average exchange rates during the period. Translations of intercompany loans of alo ng-term investment nature are included as aco mponent of translation adjustment in other comprehensive income. 35 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, U.S. Treasury securities and mutual funds; Level 2 investments primarily include corporate notes and bonds, asset-backed securities and U.S. Agency securities; 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 (see Note 6 – Financial Commitments) classified as other assets, net at both December 31, 2023 and 2022. 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 2lia bilities, 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. As of December 31, 2023, all counterparties to the interest rate swap had performed in accordance with their contractual obligations. RECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023- 07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the disclosure impact of ASU 2023-07. In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on aprospect ive basis with the option to apply the standard retrospectively. We are evaluating the disclosure impact of ASU 2023-09; however, the standard will not have an impact on the company’s consolidated financial position, results of operations and/or cash flows. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS 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” and “ASU 2022- 06”), 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 London Interbank Offered Rate ("LIBOR") as a reference rate, and is available through December 31, 2024. During the second quarter of 2023, the Company amended certain terms of our loan agreement with Bank of America and the related interest rate swap to replace the LIBOR with the daily Secured Overnight Financing Rate ("SOFR") as part of our planned reference rate reform activities, as discussed in Note 6 -Financia l Commitments. The Company elected to apply the practical expedient which allows us to account for the modification of the amended agreements as if the modifications were not substantial. These amendments did not result in any change to our application of hedge accounting and did not have a material impact to our consolidated financial statements. 36 (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................... Mutual funds.................................... Total level 1 ................................... Level 2 176,317 39,769 N/A 216,086 Corporate notes and bonds .............. Asset-backed securities.................... U.S. Agency securities..................... Total level 2 ................................... Total..................................................... $ 97,795 11,159 27,269 136,223 1,324,587 $ Adjusted Cost Fair Value As of December 31, 2023 Cash and Cash Equivalents Short-Term Investments Long-Term Investments 972,278 $ 972,278 $ 972,278 $ — $ 176,317 39,769 8,535 224,621 97,795 11,159 27,269 136,223 1,333,122 176,317 29,942 — 206,259 9,374 — 1,999 11,373 1,189,910 $ $ — 9,827 — 9,827 50,949 — 11,819 62,768 72,595 $ — — — 8,535 8,535 37,472 11,159 13,451 62,082 70,617 (in thousands) Cash...................................................... $ Level 1 Money market funds ........................ U.S. Treasury securities ................... Mutual funds .................................... Total level 1 ................................... Level 2 Corporate notes and bonds ............... Asset-backed securities .................... Total level 2 ................................... Total ..................................................... $ Adjusted Cost Fair Value As of December 31, 2022 Cash and Cash Equivalents Short-Term Investments Long-Term Investments 539,730 $ 539,730 $ 539,730 $ — $ 71,503 18,201 N/A 89,704 101,959 4,641 106,600 736,034 71,503 18,201 5,893 95,597 101,959 4,641 106,600 741,927 71,503 2,000 — 73,503 2,500 — 2,500 615,733 $ — 16,201 — 16,201 85,731 234 85,965 102,166 $ $ $ — — — 5,893 5,893 13,728 4,407 18,135 24,028 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 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. Included in long-term investments on the Consolidated Balance Sheets are company owned life insurance contracts of $53.4 million and $46.5 million as of December 31, 2023 and December 31, 2022. Interest income was $24.8 million, $6.0 million, and $3.3 million for years ended December 31, 2023, 2022 and 2021. When evaluating an investment for its current expected credit losses, the Company reviews factors such as historical experience with defaults, losses, credit ratings, term 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 5to 10 years and other real estate or facility leases may have initial lease terms of up to 25 years. 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. 37 The Company’s real estate leases may 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................................................... Weighted-average remaining lease term ............................................. Weighted-average discount rate .......................................................... 2023 361,894 11,424 359,727 5.43 years Year Ended December 31, 2022 $ $ 307,265 10,803 303,721 5.52 years 2021 290,509 5,354 286,411 5.95 years 4.16% 3.12% 3.07% The following table presents future lease payments as of December 31, 2023: Year (in thousands) 2024........................................................................................................................................................... 2025........................................................................................................................................................... 2026........................................................................................................................................................... 2027........................................................................................................................................................... 2028........................................................................................................................................................... Thereafter.................................................................................................................................................. Total lease payments................................................................................................................................. Less: Imputed interest ......................................................................................................................... Operating lease liabilities.......................................................................................................................... $ $ Operating Leases 327,964 289,527 235,132 194,505 145,699 409,751 1,602,578 (220,172) 1,382,406 As of December 31, 2023, the Company has operating leases, primarily for new retail stores, that have not yet commenced which will generate additional ROU assets of $45.5 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, 2023 2022 122,433 720,663 954,482 669,886 2,467,464 960,774 1,506,690 $ $ 122,433 634,683 803,043 612,610 2,172,769 827,399 1,345,370 Depreciation expense was $156.5 million, $131.3 million and $122.2 million for the years ended December 31, 2023, 2022 and 2021 as calculated using the straight-line method. (5) Accrued Expenses Accrued expenses at December 31, 2023 and 2022 are summarized as follows: (in thousands) Accrued payroll, taxes, and other............................................................................... $ Return reserve liability ............................................................................................... Accrued inventory purchases ..................................................................................... Accrued expenses................................................................................................... $ As of December 31, 2023 2022 166,132 80,968 73,005 320,105 $ $ 143,664 60,482 89,997 294,143 (6) Financial Commitments The Company had $32.5 million and $2.7 million of outstanding letters of credit as of December 31, 2023 and December 31, 2022, and approximately $11.9 million and $19.6 million in short-term borrowings as of December 31, 2023 and December 31, 2022. Interest expense for the years ended December 31, 2023, 2022 and 2021 was $22.4 million, $19.7 million and $14.9 million. 38 Long-term borrowings were as follows: (in thousands) HF-T1 Distribution Center Loan .......................................................................... $ HF-T2 Distribution Center Construction Loan .................................................... China Distribution Center Construction Loan...................................................... China Distribution Center Expansion Construction Loan.................................... China Operational Loans ...................................................................................... Other ..................................................................................................................... Subtotal................................................................................................................. Less: Current installments ................................................................................ Total long-term borrowings.................................................................................. $ Revolving Credit Facility As of December 31, 2023 2022 129,505 73,017 — 40,330 46,228 435 289,515 46,571 242,944 $ $ 129,505 72,098 41,329 14,507 54,361 7,872 319,672 103,184 216,488 The Company maintains a revolving credit facility with Bank of America, N.A. which allows for an unsecured credit facility to $750.0 million, which may be increased up to $250.0 million under certain conditions and provides for the issuance of letters of credit up to a maximum of $100.0 million and swingline loans up to a maximum of $50.0 million. The expiration date is December 15, 2026. The Company may use the proceeds for working capital and other lawful corporate purposes. Borrowings and letters of credit bear interest, at the Company’s option, at a rate equal to (a) Term SOFR plus an applicable margin between 1.000% and 1.500% based upon the Company’s Total Adjusted Net Leverage Ratio 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, (iii) Term SOFR plus 1.00%, and (iv) 1.00%) plus an applicable margin between 0% and 0.500% based upon the Company’s Total Adjusted Net Leverage Ratio. As of December 31, 2023, there was no outstanding balance under this revolving credit facility. The unused credit capacity was $746.9 million and $747.3 million as of December 31, 2023 and December 31, 2022. The Company is required to maintain amaxi mum 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. The Company was in compliance with the financial covenants as of December 31, 2023. Our subsidiary in India had a line of credit of $42.4 million and $34.1 million at December 31, 2023 and December 31, 2022, and a weighted average interest rate of 8.0% for the year ended December 31, 2023. Borrowings on the line of credit are due in 180 days. The balances of $6.0 million and $14.5 million were recorded as short-term borrowings as of December 31, 2023 and December 31, 2022. HF-T1 Distribution Center Loan To finance construction and improvements to the Company’s North American distribution center, 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 a $129.5 million construction loan agreement which matures on March 18, 2025 (the “HF-T1 2020 Loan”) with interest of SOFR Daily Floating Rate plus a margin of 1.75% per annum. HF-T1 also entered into an ISDA master agreement (together with the schedule related thereto, the “Swap Agreement”) with Bank of America, N.A. to govern derivative and/or hedging transactions that HF-T1 concurrently entered into with Bank of America, N.A. Pursuant to the Swap Agreement, on August 14, 2015, HF-T1 entered into a confirmation of swap transactions (the “Interest Rate Swap”) as amended (the “Swap Agreement Amendment”) on March 18, 2020 with Bank of America, N.A. with a maturity date of March 18, 2025. The Swap Agreement Amendment fixes the effective interest rate on the HF-T1 2020 Loan at 2.55% per annum. During the second quarter of 2023, the Company amended certain terms of our loan agreement with Bank of America and the related interest rate swap to replace the LIBOR with the daily SOFR as part of our planned reference rate reform activities. The HF-T1 2020 Loan and 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 revolving credit facility. The obligations of the JV under this loan are guaranteed by HF. 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 agreement without exchange of the underlying notional amount. As of both December 31, 2023 and December 31, 2022, 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 aweight ed-average fixed rate of 0.778% on the notional amount and receive payments from the counterparty based on the 30-day SOFR rate, effectively modifying the Company’s exposure to interest rate risk by converting floating-rate debt to a fixed rate of 2.63%. 39 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 up to $73.0 with Bank of America, N.A. to expand the North American distribution center. The maturity date is April 3, 2025. The interest rate is based on the Bloomberg Short-Term Bank Yield Index Daily Floating Rate plus ama rgin 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 was 6.86% during the year ended December 31, 2023. The obligations of the JV are guaranteed by TGD Holdings I, LLC, which is an affiliate of HF. China Distribution Center Construction Loan The Company had aloan agre ement to finance the construction of its distribution center in China which matured on September 28, 2023. The interest rate was 4.00% at December 31, 2022. China Distribution Center Expansion Construction Loan On October 18, 2022, the Company entered into aloan agreem ent for 1.1 billion yuan with Bank of China Co., Ltd to finance the construction of its distribution center expansion in China. Interest is paid quarterly. The interest rate at December 31, 2023 was 3.40% and may increase or decrease over the life of the loan, and is evaluated every 12 months. This loan matures 10 years from the initial receipt of funds. Beginning in 2026, the principal of the loan will be repaid in semi-annual installments of variable amounts. The obligations of this loan entered through the Company’s Taicang Subsidiary are jointly and severally guaranteed by the Company’s China joint venture. China Operational Loans The Company has certain secured credit facilities to support the operations of its China joint venture. The balance at December 31, 2023 was $46.2 million with interest rates ranging from 2.75% to 2.90% per annum, payable at terms agreed by the lender and at December 31, 2022, was $54.4 million with interest rates ranging from 2.90% to 3.41% per annum. As of December 31, 2023, the outstanding balances is classified as current borrowings in the Company’s consolidated balance sheets. The following table presents the future principal payments required under the Company’s debt obligations, discussed above: Year (in thousands) 2024 ....................................................................................................................................................... $ 2025 ....................................................................................................................................................... 2026 ....................................................................................................................................................... 2027 ....................................................................................................................................................... 2028 ....................................................................................................................................................... Thereafter .............................................................................................................................................. $ Maturities 46,571 202,615 5,133 5,133 5,133 24,930 289,515 (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 $298.9 million and $345.4 million at December 31, 2023 and 2022. Interest expense incurred by the Company under these arrangements totaled $6.5 million in 2023, $6.1 million in 2022, and $6.5 million in 2021. The Company has open purchase commitments with its foreign manufacturers of $1.4 billion and warehouse and equipment and corporate construction contracts of $168.0 million for the expansion of its distribution centers and corporate headquarters, which are not included in the consolidated balance sheets at December 31, 2023. LITIGATION In accordance with GAAP, the Company records ali ability 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 aloss 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, 2023, 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. The Company recognizes legal expense in connection with loss contingencies as incurred. 40 (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 ACommo n 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 BCommo n 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 BCommo n 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, 2023, 2022 and 2021 certain Class B stockholders converted 627,632, 128,530 and 77,562 shares, respectively, of Class BCommo n Stock to Class A Common Stock. SHARE REPURCHASE PROGRAM On January 31, 2022, the Company's Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its Class A Common Stock, for an aggregate repurchase price not to exceed $500 million. The Share Repurchase Program expires on January 31, 2025 and does not obligate the Company to acquire any particular amount of shares. The following table provides a summary of the Company’s stock repurchase activities: Shares repurchased.................................................................................... Average cost per share .............................................................................. Total cost of shares repurchased (in thousands) ....................................... $ $ INCENTIVE AWARD PLAN Year Ended December 31, 2023 2022 3,197,345 50.06 160,064 $ $ 1,926,781 38.53 74,245 On April 6, 2023, the Company's Board of Directors adopted the 2023 Incentive Award Plan (the "2023 Plan"), which became effective upon approval by the Company's stockholders on June 12, 2023. The 2023 Plan superseded prior plans. Awards issued and outstanding under the prior plan vest in accordance with the original terms. A total of 7,500,000 shares of Class AComm on Stock are reserved for issuance under the 2023 Plan, which provides for the grants of restricted stock, restricted stock units and various other types of equity awards as described in the plan to the employees, consultants, and directors of the Company. The 2023 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. For the year ended December 31, 2023, the Company granted restricted stock with time-based vesting as well as performance- based awards. The performance-based awards include a market condition tied to the Company’s total shareholder return in relation to its peer companies as well as a financial performance condition tied to annual EPS growth. The vesting and ultimate payout of performance awards is determined at the end of the three-year performance period and can vary from zero to 200% based on actual results. As of December 31, 2023, a total of 6,523,913 shares remain available for grant as equity awards under the 2023 Plan if target levels are achieved for performance-based awards and 5,862,548 available if maximum levels are achieved. The Company issued the following stock-based instruments: Restricted stock .............................................. Performance-based restricted stock................ Market-based restricted stock ........................ 2023 Year Ended December 31, 2022 2021 Weighted- Average Grant-Date Fair Value 46.24 $ 43.34 $ 59.71 $ Granted 959,690 121,225 121,225 Weighted- Average Grant-Date Fair Value 38.27 $ 42.46 $ 58.85 $ Granted 1,446,550 116,250 116,250 Weighted- Average Grant-Date Fair Value $ $ $ 42.88 38.95 54.34 Granted 1,201,600 108,750 108,750 41 A summary of the status and changes of the Company’s unvested shares related to the Plan is presented below: Unvested at December 31, 2020 ............................................................................................. Granted................................................................................................................................ Vested/Released .................................................................................................................. Cancelled............................................................................................................................. Unvested at December 31, 2021 ............................................................................................. Granted................................................................................................................................ Vested/Released .................................................................................................................. Cancelled............................................................................................................................. Unvested at December 31, 2022 ............................................................................................. Granted................................................................................................................................ Vested/Released .................................................................................................................. Cancelled............................................................................................................................. Unvested at December 31, 2023 ............................................................................................. Shares 3,112,023 1,419,100 (1,252,108) (25,699) 3,253,316 1,679,050 (1,423,531) (84,933) 3,423,902 1,202,140 (1,119,837) (43,500) 3,462,705 Weighted-Average Grant-Date Fair Value 35.06 43.46 34.36 39.01 38.97 39.98 36.13 39.72 40.62 47.31 38.76 41.19 43.54 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 with a performance-based vesting requirement, the Company evaluates the probability of achieving the performance criteria throughout the performance period and will adjust stock compensation expense up or down based on its estimated probable outcome. 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. The Company recognized, as part of general and administrative, compensation expense of $65.1 million, $57.3 million and $57.9 million for grants under the Plan for the years ended December 31, 2023, 2022, and 2021. Related excess tax expense (benefit) on stock compensation recorded in the consolidated statements of earnings, for the years ended December 31, 2023, 2022 and 2021, were $(0.9) million, $1.3 million, and $1.0 million. Nonvested shares generally vest over agraded 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 $80.4 million of unrecognized compensation cost related to nonvested common shares as of December 31, 2023, which is expected to be recognized over awe ighted-average period of 1.34 years. The total fair value of shares vested during the years ended December 31, 2023, 2022 and 2021 was $43.4 million, $51.4 million and $43.1 million. STOCK PURCHASE PLAN As approved by the Company’s stockholders on May 23, 2017, the 2018 Employee Stock Purchase Plan (the “2018 ESPP”) provides a total of 5,000,000 shares of Class ACommo n Stock for sale. 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. For the years ended December 31, 2023, 2022 and 2021, the Company recognized $2.9 million, $2.6 million, and $2.2 million of ESPP stock compensation expense. Under the 2018 ESPP, the Company received approximately $9.4 million, $8.1 million and $7.3 million, and issued 242,166, 243,166 and 225,665 shares, for the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, there were 3,573,580 shares available for sale under the 2018 ESPP. (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. 42 The calculation of EPS is as follows: (in thousands, except per share data) Net earnings attributable to Skechers U.S.A., Inc. ............................................. $ 2023 Year Ended December 31, 2022 2021 545,799 $ 373,028 $ 741,503 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: 154,533 1,723 156,256 5 155,627 981 156,608 37 Basic ............................................................................................................... $ Diluted ............................................................................................................ $ 3.53 3.49 $ $ 2.40 2.38 $ $ 155,539 1,255 156,794 5 4.77 4.73 (10) Income Taxes The Company’s earnings before income tax expense consists of the following: (in thousands) U.S. operations ................................................................................................... $ Foreign operations .............................................................................................. Earnings before income taxes............................................................................. $ 2023 Year Ended December 31, 2022 16,740 784,132 800,872 $ $ (48,311) $ 570,568 522,257 $ 2021 71,900 497,857 569,757 Income tax consists of the following: (in thousands) Current 2023 Year Ended December 31, 2022 2021 Federal ............................................................................................................ $ State ................................................................................................................ Foreign............................................................................................................ Deferred Federal ............................................................................................................ State ................................................................................................................ Foreign............................................................................................................ Income tax expense (benefit).............................................................................. $ 16,839 7,986 130,655 155,480 (2,079) (4,598) 2,146 (4,531) 150,949 $ $ 256 9,564 84,904 94,724 7,043 (1,287) (7,385) (1,629) 93,095 Income taxes differ from the statutory tax rates as applied to earnings before income taxes as follows: $ $ $ $ 34,288 7,268 102,062 143,618 (27,074) (4,481) (357,938) (389,493) (245,875) 2021 119,649 (172) (24,615) 11,538 (346,776) (10,695) 8,693 (7,547) 976 (905) — (927) 4,906 (245,875) 2023 Year Ended December 31, 2022 168,183 (832) (27,931) 3,841 — — 14,397 (6,813) (854) — 8,180 (5,235) (1,987) 150,949 $ $ 109,674 (1,597) (49,175) 12,310 (3,232) — 13,668 (7,544) 1,305 — 7,611 217 9,858 93,095 18.8% 17.8% (43.2)% (in thousands) Expected income tax expense............................................................................. $ State income tax, net of federal benefit .............................................................. Rate differential on foreign income.................................................................... Change in unrecognized tax benefits.................................................................. Intra-entity intellectual property transfer............................................................ FDII deduction.................................................................................................... Non-deductible compensation ............................................................................ Tax credits .......................................................................................................... Excess tax expense (benefit) on stock compensation ......................................... Benefits provided by the Coronavirus Aid, Relief, and Economic Security Act ...................................................................................................................... U.S. tax on foreign earnings ............................................................................... Other ................................................................................................................... Change in valuation allowance........................................................................... Income tax expense (benefit).......................................................................... $ Effective tax rate............................................................................................. 43 The Company’s 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% to 35%. The Company’s income tax expense (benefit) was calculated using the applicable rate for each jurisdiction applied to the Company’s pre-tax earnings (loss) while the Company’s effective tax rate is calculated by dividing income tax expense (benefit) by earnings before income taxes. For 2023, the effective tax rate was lower than the U.S. federal and state combined statutory rate of approximately 25.1%, primarily due to tax benefits related to earnings from foreign operations in jurisdictions imposing either lower tax rates on corporate earnings or no corporate income tax. 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 ........................................................... Advance payment................................................................................................... Intra-entity IP transfer ............................................................................................ Section 174 Capitalized Costs................................................................................ 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 ................................................................................................. Foreign intangibles................................................................................................. Depreciation on property, plant and equipment..................................................... Total deferred tax liabilities ............................................................................... Net deferred tax assets ........................................................................................... $ As of December 31, 2023 2022 9,413 109,510 5,648 — 330,545 43,130 46,021 22,571 10,486 338,389 (56,334) 859,379 3,873 338,389 16,116 63,021 421,399 437,980 $ $ 10,810 99,185 4,728 6,339 343,106 15,721 50,558 25,289 7,725 317,449 (58,321) 822,589 5,073 317,449 6,970 47,563 377,055 445,534 At December 31, 2023, combined foreign net operating loss carry-forwards were approximately $157.0 million of which $1.2 million expire in 2024 and $40.9 million can be carried forward indefinitely. Avaluat ion allowance of $56.3 million is recorded for the amount of deferred tax assets which is not likely to be fully utilized. The $2.0 million decrease in the valuation allowance primarily relates to decreases in deferred tax assets in certain foreign non-benefited loss jurisdictions. U.S. federal tax credit carry-forward at December 31, 2023 was $5.0 million. State tax credit and net operating loss carry-forwards at December 31, 2023 were $27.2 million and $53.8 million. The state tax credit carries forward indefinitely and the net operating loss carry-forward amounts begin to expire in 2033. 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 for prior year tax positions .................................................................. Settlement of uncertain tax positions ..................................................................... Reductions related to lapse of statute of limitations .............................................. Ending balance ........................................................................................................... $ As of December 31, 2023 2022 41,247 4,530 1,379 — (1,722) (2,218) 43,216 $ $ 66,951 5,345 4,616 (674) (32,954) (2,037) 41,247 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, $37.4 million of unrecognized tax benefits would be recorded as a reduction in income tax expense, and $5.8 million would be recorded as a net increase in deferred tax liabilities. 44 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. As of December 31, 2023, our U.S. federal tax returns are under investigation for fiscal years ended December 31, 2015, 2018, 2019 and 2020 by the Internal Revenue Service. We are unable to determine the impact of this examination due to the audit process having not been completed. As of December 31, 2023, the Company’s tax filings are generally subject to examination in most foreign jurisdictions for years ending on or after December 31, 2019, and in several Asian and European tax jurisdictions for years ending on or after December 31, 2013. During the year, the Company reduced the balance of unrecognized tax benefits by $2.2 million as a result of expiring statutes and $1.7 million from the settlements and decision on a foreign tax ruling. It is reasonably possible that certain foreign statutes will expire and certain domestic audits will be settled during the next twelve months which would reduce the balance of 2023 and prior year unrecognized tax benefits by $0.3 million and $11.9 million. The Company estimates interest and penalties related to income tax matters which are included in income tax expense (benefits). Amounts were $2.3 million, $ (1.9) million, and $3.6 million for the years ended December 31, 2023, 2022, and 2021. Accrued interest and penalties were $6.4 million and $4.2 million as of December 31, 2023 and 2022. 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, 2023. 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 $27.5 million of its earnings in a statutory reserve. (11) Employee Benefit Plans The Company has a401(k) profit sharing plan covering U.S. employees who are 21 years of age. The Company’s contribution is based on a non-discretionary match as defined by the plan which vests immediately. The Company made contributions of $6.5 million, $4.2 million, and $4.7 million to the plan for the years ended December 31, 2023, 2022, and 2021. The Skechers U.S.A., Inc. Deferred Compensation 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. No contributions were made for the years ended December 31, 2023, and 2022 and $0.1 million was contributed for the year ended December 31, 2021. 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 officers and directors of the Foundation. During the years ended December 31, 2023, 2022, and 2021, the Company made contributions of $2.0 million, $2.0 million, and $3.0 million to the Foundation. The Company had receivables from officers and employees of $0.6 million and $1.9 million at December 31, 2023 and 2022. 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. 45 (13) Segment and Geographic Information The Company has two reportable segments, Wholesale and Direct-to-Consumer. Management evaluates segment performance based primarily on sales and gross margin. Other costs and expenses of the Company are analyzed on an aggregate basis and not allocated to the segments. The following summarizes the Company’s operations by segment and geographic area: Segment Information (in thousands) Wholesale sales ............................................................................... $ Gross profit...................................................................................... Gross margin................................................................................... Direct-to-Consumer sales................................................................ $ Gross profit...................................................................................... Gross margin................................................................................... Total sales........................................................................................ $ Gross profit...................................................................................... Gross margin................................................................................... (in thousands) Identifiable assets 2023 4,504,776 1,846,819 41.0% 3,495,566 2,305,585 66.0% 8,000,342 4,152,404 51.9% Year Ended December 31, 2022 $ $ $ $ $ $ 4,632,429 1,669,276 36.0% 2,812,121 1,846,081 65.6% 7,444,550 3,515,357 47.2% 2021 3,758,640 1,437,517 38.2% 2,551,547 1,686,854 66.1% 6,310,187 3,124,371 49.5% As of December 31, 2023 2022 Wholesale ......................................................................................................... $ Direct-to-Consumer .......................................................................................... Total................................................................................................................ $ 3,607,537 3,939,814 7,547,351 $ $ 3,682,860 3,210,627 6,893,487 (in thousands) Additions to property, plant and equipment 2023 Year Ended December 31, 2022 2021 Wholesale .................................................................................... $ Direct-to-Consumer..................................................................... Total .......................................................................................... $ 225,217 98,505 323,722 $ $ 255,311 103,681 358,992 Geographic Information (in thousands) Geographic sales 2023 Year Ended December 31, 2022 Domestic Wholesale.................................................................... $ Domestic Direct-to-Consumer .................................................... Total domestic sales .................................................................. International Wholesale............................................................... International Direct-to-Consumer ............................................... Total international sales ............................................................ 1,567,806 1,482,392 3,050,198 2,936,970 2,013,174 4,950,144 Total sales.................................................................................. $ 8,000,342 Regional Sales Americas (AMER) ...................................................................... $ Europe, Middle East & Africa (EMEA)...................................... Asia Pacific (APAC) ................................................................... Total sales.................................................................................. $ 3,945,735 1,831,848 2,222,759 8,000,342 China sales....................................................................................... $ 1,228,630 $ $ $ $ $ 1,831,642 1,243,511 3,075,153 2,800,787 1,568,610 4,369,397 7,444,550 3,854,392 1,699,215 1,890,943 7,444,550 1,062,724 $ $ $ $ $ $ $ 245,008 64,666 309,674 2021 1,448,339 1,115,018 2,563,357 2,310,302 1,436,528 3,746,830 6,310,187 3,152,304 1,282,902 1,874,981 6,310,187 1,247,949 46 (in thousands) Property, plant and equipment, net As of December 31, 2023 2022 Domestic ........................................................................................................... $ International...................................................................................................... Total................................................................................................................ $ 957,569 549,121 1,506,690 China property plant and equipment, net.............................................................. $ 286,854 $ $ $ 870,924 474,446 1,345,370 264,422 The Company’s sales to its five largest customers accounted for approximately 8.4%, 9.6%, and 8.6% of total sales for the years ended December 31, 2023, 2022 and 2021. Assets located outside the U.S. consist primarily of cash, accounts receivable, inventory, property, plant and equipment, and other assets. Net assets held outside the U.S. were $5.1 billion and $4.4 billion at December 31, 2023 and December 31, 2022. 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 additions to the provision for expected credit losses for the year ended December 31, 2023, 2022, and 2021 were $3.9 million, $5.3 million, and $3.3 million. The Company’s accounts receivables, excluding allowances for bad debts and chargebacks, by geography are summarized as follows: (in thousands) Domestic Accounts Receivable ............................................................................ $ International Accounts Receivable ....................................................................... The Company’s top five manufacturers produced the following: As of December 31, 2023 2022 276,918 641,249 $ 310,138 597,621 (percentage of total production) Manufacturer #1 ............................................................................. Manufacturer #2 ............................................................................. Manufacturer #3 ............................................................................. Manufacturer #4 ............................................................................. Manufacturer #5 ............................................................................. (14) Business Combinations 2023 Year Ended December 31, 2022 2021 21.4 7.5 6.7 5.6 4.5 45.7 16.5 7.0 5.2 5.2 5.1 39.0 18.0 5.3 4.8 4.6 4.4 37.1 Business acquisitions are accounted for under the acquisition method by assigning the purchase consideration to tangible and intangible assets acquired and liabilities assumed. The results of businesses acquired in abusiness c ombination are included in the consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase consideration over the amounts assigned is recorded as goodwill. Purchased intangible assets with finite lives are amortized over their estimated useful lives. Fair value determinations require judgment and may involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, among other items. On May 31, 2023, the Company acquired 100% of the equity interests of Sports Connection Holdings ApS (“Sports Connection”), a Denmark-based company and a former distributor, to further broaden our reach in Europe. The total consideration is approximately $83.7 million and consisted of an initial cash payment of $74.8 million, the settlement of pre-existing receivables of $1.7 million and a contingent consideration payable of up to $7.5 million, subject to the acquiree achieving certain 2023 financial results, and reduced by a working capital adjustment of $0.3 million. On the acquisition date, we recorded intangible assets of $54.4 million, goodwill of $7.7 million and other net assets of $21.6 million. The intangible assets have an estimated life of 7 years and are primarily related to reacquired rights. The acquisition is anon-ta xable business combination and goodwill is not deductible for tax purposes. The results of Sports Connection's operations have been included in, but are not material to, the Company's consolidated results of operations since the date of acquisition. Unaudited supplemental pro forma results of operations have not been presented because the effect of the acquisition was not material to the Company's consolidated financial statements. One-time acquisition related costs of $1.6 million were expensed as general and administrative expenses as incurred. The purchase accounting for the Sports Connection acquisition remains preliminary. Although the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as any contingent consideration, the estimates are inherently uncertain and subject to refinement. As a result, any adjustments will be recognized in the reporting period in which the amounts are determined, but not to exceed twelve months from the acquisition date. 47 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 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, management concluded that our disclosure controls and procedures are not effective as a result of a material weakness in internal controls over financial reporting described below. Notwithstanding the material weakness, our management has concluded that the consolidated financial statements fairly present, in all material respects, its financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles. 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) (iii) 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 U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and 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, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, 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, we concluded that our internal control over financial reporting is not effective as of December 31, 2023. We reviewed the results of management’s assessment with the Audit Committee of our Board. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We identified a material weakness in our internal control over financial reporting related to the information technology general controls related to segregation of duties within an information system relevant to the preparation of the Company’s consolidated financial statements. Under the direction of the Audit Committee, our management has begun the process of designing and implementing effective internal control measures to remediate the material weakness. These efforts will include: • • • Rationalizing user access roles and privileges; Implementing user activity monitoring; and Formalizing additional compensating control activities over the completeness and accuracy of data provided by the affected system. The material weakness will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective. We will monitor the effectiveness of the remediation plan and refine the remediation plan as appropriate. Our independent registered public accountants, BDO USA, P.C., who audited the consolidated financial statements included in this annual report on Form 10-K, has issued an adverse opinion on the effectiveness of our internal control over financial reporting as of December 31, 2023, which is set forth below. 48 INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS Our management, 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 Other than the material weakness noted above, 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 2023. 49 Report of Independent Registered Public Accounting Firm Shareholders 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, 2023, 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 did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment. 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, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the accompanying index and our report dated February 28, 2024 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 amate rial 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 are asonable basis for our opinion. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness regarding management’s failure to design and maintain effective information technology general controls related to segregation of duties within the information system relevant to the preparation of the Company’s consolidated financial statements has been identified and described in management’s assessment. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 financial statements, and this report does not affect our report dated February 28, 2024, on those financial statements. 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 amate rial 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, P.C. Los Angeles, California February 28, 2024 50 Item 9B. Other Information During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b-1 trading agreement” or “non-Rule 10b-1 trading agreement” as each such term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by this Item 10 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2023 fiscal year. Item 11. Executive Compensation The information required by this Item 11 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2023 fiscal year. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2023 fiscal year. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2023 fiscal year. Item 14. Principal Accountant Fees and Services The information required by this Item 14 is hereby incorporated by reference from our definitive proxy statement, to be filed pursuant to Regulation 14A within 120 days after the end of our 2023 fiscal year. 51 Item 15. Exhibit and Financial Statement Schedules PART IV 1. 2. Financial Statements. The financial statements as set forth under Item 8of incorporated herein. this Annual Report on Form 10-K are Financial Statement Schedule. (in thousands) Year-ended December 31, 2021 Schedule II -Valuation a nd Qualifying Account Balance at Beginning of Year Costs Charged to Expenses Deductions and Write-offs Balance at End of Year Allowance for chargebacks ................................ $ Allowance for doubtful accounts ....................... Liability for sales returns and allowances.......... Reserve for inventory......................................... Year-ended December 31, 2022 Allowance for chargebacks ................................ $ Allowance for doubtful accounts ....................... Liability for sales returns and allowances.......... Reserve for inventory......................................... Year-ended December 31, 2023 Allowance for chargebacks ................................ $ Allowance for doubtful accounts ....................... Liability for sales returns and allowances.......... Reserve for inventory......................................... $ $ $ 26,674 21,888 77,219 8,220 40,134 22,550 68,944 7,511 36,417 23,055 60,482 17,730 $ $ $ 45,957 10,551 6,263 24,899 25,558 6,804 5,444 31,825 24,076 3,665 20,798 29,703 (32,497) $ (9,889) (14,538) (25,608) (29,275) $ (6,299) (13,906) (21,606) (27,190) $ (2,156) (312) (30,524) 40,134 22,550 68,944 7,511 36,417 23,055 60,482 17,730 33,303 24,564 80,968 16,909 See accompanying report of independent registered public accounting firm 52 Exhibit Number 3.1 3.1(a) 3.1(b) 3.2 3.2(a) 3.2(b) 3.2(c) 3.2(d) 4.1 4.2 10.1* 10.1(a)* 10.2* 10.2(a)* 10.3* 10.4* 10.5* 10.6* 10.7* 10.8* 10.9 Index to Exhibits Description Amended and Restated Certificate of Incorporation dated April 29, 1999 (incorporated by reference to exhibit number 3.1 of the Registrant’s Form 10-Q for the quarter ended September 30, 2015). Amendment to Amended and Restated Certificate of Incorporation dated September 24, 2015 (incorporated by reference to exhibit number 3.2 of the Registrant’s Form 10-Q for the quarter ended September 30, 2015). Second Amendment to Amended and Restated Certificate of Incorporation dated June 12, 2023 (incorporated by reference to exhibit number 3.1 of the Registrant’s Form 10-Q for the quarter ended June 30, 2023). Bylaws dated May 28, 1998 (incorporated by reference to exhibit number 3.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-60065) filed on July 29, 1998). Amendment to Bylaws dated as of April 8, 1999 (incorporated by reference to exhibit number 3.2(a) of the Registrant’s Form 10-K for the year ended December 31, 2005). Second Amendment to Bylaws dated as of December 18, 2007 (incorporated by reference to exhibit number 3.1 of the Registrant’s Form 8-K filed on December 20, 2007). Third Amendment to Bylaws dated as of May 15, 2019 (incorporated by reference to exhibit number 3.1 of the Registrant’s Form 8-K filed on May 17, 2019). Fourth Amendment to Bylaws dated as of March 9, 2023 (incorporated by reference to exhibit number 3.1 of the Registrant’s Form 8-K filed on March 15, 2023). Form of Specimen Class A Common Stock Certificate (incorporated by reference to exhibit number 4.1 of the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-60065), filed on May 12, 1999). Description of Securities. Skechers U.S.A., Inc. Deferred Compensation Plan (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 8-K filed on May 3, 2013). First Amendment to the Skechers U.S.A., Inc. Deferred Compensation Plan (incorporated by reference to exhibit number 10.1(a) of the Registrant’s Form 10-K filed for the year ended December 31, 2020). 2006 Annual Incentive Compensation Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed on April 29, 2016). First Amendment to the 2006 Annual Incentive Compensation Plan (incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed on April 29, 2016). 2017 Incentive Award Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed on May 1, 2017). Form of Restricted Stock Award Agreement (Time-based Vesting) under 2017 Incentive Award Plan (incorporated by reference to exhibit number 10.6 of the Registrant’s Form 10-K for the year ended December 31, 2017). Form of Restricted Stock Award Agreement (Performance-based Vesting) under 2017 Incentive Award Plan (incorporated by reference to exhibit number 10.6 of the Registrant’s Form 10-K filed for the year ended December 31, 2020). 2023 Incentive Award Plan (incorporated by reference to Appendix Aof the Registrant's Definitive Proxy Statement filed on May 1, 2023). Form of Restricted Stock Unit Agreement under 2023 Incentive Award Plan. 2018 Employee Stock Purchase Plan (incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed on May 1, 2017). Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference to exhibit number 10.6 of the Registrant’s Form 10-K for the year ended December 31, 1999). 53 Exhibit Number 10.10 10.11* 10.12* 10.13* 10.14 10.14(a) 10.14(b) 10.14(c) 10.15 Description Registration Rights Agreement dated June 9, 1999, between the Registrant, the Greenberg Family Trust and Michael Greenberg (incorporated by reference to exhibit number 10.7 of the Registrant’s Form 10-Q for the quarter ended June 30, 1999). Tax Indemnification Agreement dated June 8, 1999, between the Registrant and certain shareholders (incorporated by reference to exhibit number 10.8 of the Registrant’s Form 10-Q for the quarter ended June 30, 1999). Employment Agreement, executed May 23, 2019, effective as of January 1, 2019, between the Registrant and Michael Greenberg (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 8-K filed on May 24, 2019). Employment Agreement, executed May 23, 2019, effective as of January 1, 2019, between the Registrant and David Weinberg (incorporated by reference to exhibit 10.2 of the Registrant’s Form 8-K filed on May 24, 2019). Amended and Restated Limited Liability Company Agreement dated April 12, 2010 between Skechers R.B., LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant, and HF Logistics I, LLC, regarding the ownership and management of the joint venture, HF Logistics-SKX, LLC, aDelaware limited liability company (incorporated by reference to exhibit number 10.11 of the Registrant’s Form 10-K for the year ended December 31, 2011). First Amendment to Amended and Restated Limited Liability Company Agreement dated August 11, 2015 by and between Skechers R.B., LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant, and HF Logistics I, LLC, regarding the ownership and management of the joint venture, HF Logistics-SKX, LLC, aDe laware limited liability company (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 8-K filed on August 17, 2015). Second Amendment to Amended and Restated Limited Liability Company Agreement dated February 12, 2019 by and between Skechers R.B., LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant, and HF Logistics I, LLC, regarding the ownership and management of the joint venture, HF Logistics-SKX, LLC, aDe laware limited liability company (incorporated by reference to exhibit number 10.14(b) of the Registrant’s Form 10-K for the year ended December 31, 2018). Third Amendment to Amended and Restated Limited Liability Company Agreement dated December 26, 2019 by and between Skechers R.B., LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant, and HF Logistics I, LLC, regarding the ownership and management of the joint venture, HF Logistics-SKX, LLC, aDe laware limited liability company (incorporated by reference to exhibit number 10.14(c) of the Registrant’s Form 10-K for the year ended December 31, 2019). Amended and Restated Loan Agreement dated as of August 12, 2015, by and among HF Logistics-SKX T1, LLC, which is a wholly owned subsidiary of a joint venture entered into between HF Logistics I, LLC, and Skechers R.B., LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant, 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 (incorporated by reference to exhibit number 10.2 of the Registrant’s Form 8-K filed on August 17, 2015). 10.15(a)** First Amendment to Amended and Restated Loan Agreement dated as of March 18, 2020, by and among HF Logistics- SKX T1, LLC, which is awholly owned subsidiary of a joint venture entered into between HF Logistics I, LLC, and Skechers R.B., LLC, aDela ware limited liability company and wholly owned subsidiary of the Registrant, 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.(incorporated by reference to exhibit number 10.1 of the Registrant’s Form 8-K filed on March 24, 2020). 10.16 10.17 China DC Loan Agreement, dated September 29, 2018, between Skechers Taicang Trading and Logistics Co Limited, a wholly owned subsidiary of Skechers China Limited, which is ajoin t venture of the Registrant, and China Construction Bank Corporation, regarding distribution center in Taicang, China (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 10-Q (File No.001-14429) for the quarter ended September 30, 2018). Mortgage Contract, dated August 28, 2018, between Skechers Taicang Trading and Logistics Co Limited, a wholly owned subsidiary of Skechers China Limited, which is a joint venture of the Registrant, and China Construction Bank Corporation, regarding distribution center in Taicang, China (incorporated by reference to exhibit number 10.2 of the Registrant’s Form 10-Q (File No.001-14429) for the quarter ended September 30, 2018). 10.18** Guarantee Agreement, dated July 24, 2018, between Skechers Taicang Trading and Logistics Co Limited, a wholly owned subsidiary of Skechers China Limited, which is a joint venture of the Registrant, and China Construction Bank 54 Exhibit Number 10.19 10.20 10.20(a) 10.20(b) 10.21 10.22 10.23 21.1 23.1 31.1 31.2 Description Corporation, regarding distribution center in Taicang, China (incorporated by reference to exhibit number 10.3 of the Registrant’s Form 10-Q (File No.001-14429) for the quarter ended September 30, 2018). Cooperative Agreement on Close Management of Fixed Asset Loan Project, dated September 29, 2018, between Skechers Taicang Trading and Logistics Co Limited, a wholly owned subsidiary of Skechers China Limited, which is a joint venture of the Registrant, and China Construction Bank Corporation, regarding distribution center in Taicang, China. (Incorporated by reference to exhibit number 10.4 of the Registrant’s Form 10-Q (File No.001-14429) for the quarter ended September 30, 2018). Credit Agreement dated November 21, 2019, by and among the Registrant, and Bank of America, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A. and other lenders (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 8-K filed with Securities and Exchange Commission on November 21, 2019). First Amendment to Credit Agreement dated March 23, 2021, by and among the Registrant, and Bank of America, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A. and other lenders (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 10-Q (File No.001-14429) for the quarter ended March 31, 2021). Second Amendment to Credit Agreement dated December 15, 2021, by and among the Registrant, and Bank of America, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A. and other lenders (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 8-K filed with Securities and Exchange Commission on December 16, 2021). Guaranty dated November 21, 2019, by and among Skechers USA Retail, LLC, a California limited liability company and wholly owned subsidiary of the Registrant, Bank of America, N.A. and other lenders (incorporated by reference to exhibit number 10.2 of the Registrant’s Form 8-K filed with Securities and Exchange Commission on November 21, 2019). Reaffirmation Agreement dated December 15, 2021 by and among Skechers USA Retail, LLC, aCalif ornia limited liability company and wholly owned subsidiary of the Registrant, and Bank of America N.A. (incorporated by reference to exhibit number 10.2 of the Registrant’s Form 8-K filed with Securities and Exchange Commission on December 16, 2021). Loan Contract, dated October 18, 2022, between Skechers Taicang Trading and Logistics Co Limited, a wholly owned subsidiary of Skechers China Limited, which is ajoint v enture of the Registrant, and Bank of China Co., Ltd., regarding distribution center in Taicang, China (incorporated by reference to exhibit number 10.1 of the Registrant’s Form 10-Q (File No.001-14429) for the quarter ended September 30, 2022). Subsidiaries of the Registrant. Consent of Independent Registered Public Accounting Firm. Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 32.1*** Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Policy for Recovery of Erroneously Awarded Compensation 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema with embedded Linkbases Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 55 * Management contract or compensatory plan or arrangement required to be filed as an exhibit. ** Confidential treatment has been granted by the SEC with respect to certain information in the exhibit pursuant to Rule 24b-2 of the Exchange Act. Such information was omitted from the filing and filed separately with the Secretary of the SEC. *** In accordance with Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act. Item 16. Form 10-K Summary None. 56 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manhattan Beach, State of California on the 28th day of February 2024. SIGNATURES SKECHERS U.S.A., INC. By: /s/ Robert Greenberg Robert Greenberg Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Robert Greenberg Robert Greenberg /s/ Michael Greenberg Michael Greenberg /s/ David Weinberg David Weinberg /s/ John Vandemore John Vandemore /s/ Katherine Blair Katherine Blair /s/ Morton D. Erlich Morton D. Erlich /s/ Zulema Garcia Zulema Garcia /s/ Yolanda Macias Yolanda Macias /s/ Richard Siskind Richard Siskind Chairman of the Board and Chief Executive Officer (Principal Executive Officer) February 28, 2024 President and Director February 28, 2024 February 28, 2024 February 28, 2024 February 28, 2024 February 28, 2024 February 28, 2024 February 28, 2024 February 28, 2024 Executive Vice President, Chief Operating Officer, and Director Chief Financial Officer (Principal Financial and Accounting Officer) Director Director Director Director Director 57 SKECHERS USA, INC 228 MANHATTAN BEACH BLVD MANHATTAN BEACH CALIFORNIA 90266 A N N U A L R E P O R T 2 0 2 3 

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