The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and Notes thereto in Item 1 of this report and our annual report on Form 10-K for the year ended December 31, 2020.



We intend for this discussion to provide the reader with information that will
assist in understanding our condensed 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 condensed 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 a whole.

This quarterly report on Form 10-Q may contain forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, which can be identified by the use of forward-looking
language such as "intend," "may," "will," "believe," "expect," "anticipate" or
other comparable terms. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
projected in forward-looking statements, and reported results shall not be
considered an indication of our future performance. Factors that might cause or
contribute to such differences include:

• the COVID-19 pandemic and its adverse impact on our operations and our

business, sales and results of operations around the world;

• our ability to manage the impact from delays and disruptions in our supply

chain;

• our ability to sustain, manage and forecast our costs and proper inventory

levels;

• 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 or trade conditions, or a natural disaster in China or

Vietnam;

• 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;

• the loss of any significant customers, decreased demand by industry

retailers and the cancellation of order commitments;

• 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 challenging

consumer retail market in the United States ("U.S."); and

• other factors referenced or incorporated by reference in our annual report

on Form 10-K for the year ended December 31, 2020 under the captions "Item


        1A: Risk Factors" and "Item 7: Management's Discussion and Analysis of
        Financial Condition and Results of Operations."


The risks included herein are not exhaustive. Other sections of this report may
include additional factors that could adversely impact our business, financial
condition and results of operations. Moreover, we operate in a very competitive
and rapidly changing environment, and new risk factors emerge from time to time.
We cannot predict all such risk factors, nor can we assess the impact of all
such risk factors on our business or the extent to which any factor or
combination of factors may cause actual results to differ materially from those
contained in any forward-looking statements. Given these inherent and changing
risks and uncertainties, investors should not place undue reliance on
forward-looking statements, which reflect our opinions only as of the date of
this quarterly 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 states securities laws.

OVERVIEW



For the third quarter, sales exceeded $1.5 billion. This is a new third quarter
record and second consecutive quarter achieving this sales milestone, reflecting
the continued global demand for our product. Sales increased across all of our
segments compared to the same period in 2020 and surpassed pre-COVID-19 pandemic
levels with growth of over 14% compared to the third quarter of 2019. This
growth came despite continued impacts of COVID-19, including temporary store
closures and operating restrictions in some regions as well as supply chain
constraints, including shipping container shortages, port congestion and delayed
shipments to customers. While increased transit times have delayed the timing of
product availability and impacted sales, congestion at some global ports has
been improving, although we expect supply chain constraints will continue in the
fourth quarter of 2021 and into the first half of 2022.

Our core product philosophy of comfort, style, innovation, and quality at the
right price continues to resonate with consumers during the pandemic. We remain
focused on delivering our comfort technology footwear as quickly as possible to
meet the consumer demand.

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We remain confident in the strength of our brand and the relevance of our distinct product offering. We continue to invest for growth with a focus on enhancing our global infrastructure, direct-to-consumer technologies and developing innovative footwear. Current global infrastructure investments and technology projects include:

• We continued efforts to expand our e-commerce presence internationally.

• Our new China and United Kingdom distribution centers are complete and


        fully operational.


    •   Development continued on our North American LEED Gold Certified

distribution center expansion, which we expect to be completed in 2022.

• We are in the process of opening new distribution centers in Japan and Peru.

• We opened 279, net company-owned and third-party Skechers stores globally

this year, including our first stores in the Dominican Republic and

Slovakia.

RESULTS OF OPERATIONS - THIRD QUARTER

Selected information from our results of operations follows:





                                                 Three Months Ended September 30,                  Change
(in thousands)                                        2021                 2020                  $          %
Sales                                        $       1,550,957       $       1,300,886     $ 250,071         19.2
Cost of sales                                          781,513                 675,765       105,748         15.6
Gross profit                                           769,444                 625,121       144,323         23.1
Gross margin                                              49.6    %               48.1   %                    150 bps
Royalty income                                           7,519                   3,216         4,303        133.8
                                                       776,963                 628,337       148,626         23.7
Operating expenses:
Selling                                                119,775                  85,926        33,849         39.4
General and administrative                             510,941                 450,285        60,656         13.5
Total operating expenses                               630,716                 536,211        94,505         17.6
Earnings from operations                               146,247                  92,126        54,121         58.7
Interest income                                            813                   1,884        (1,071 )      (56.8 )
Interest expense                                        (3,348 )                (4,643 )      (1,295 )      (27.9 )
Other, net                                              (5,514 )                 7,726       (13,240 )     (171.4 )
Earnings before income taxes                           138,198                  97,093        41,105         42.3
Income tax expense                                      21,497                  14,983         6,514         43.5
Net earnings                                           116,701                  82,110        34,591         42.1
Net earnings attributable to
noncontrolling interest                                 13,562                  17,832        (4,270 )      (23.9 )
Net earnings attributable to Skechers
U.S.A. Inc.                                  $         103,139       $          64,278     $  38,861         60.5


Sales

Sales increased $250.1 million, or 19.2%, to $1.6 billion as compared to
$1.3 billion as a result of a 20.1% increase in domestic sales and an 18.6%
increase in international sales. Domestic and international growth was driven by
increases in both direct-to-consumer and wholesale, as COVID-19 impacts
continued to ease. Sales grew across all segments with increases to Domestic
Wholesale of 10.1%, International Wholesale of 10.6% and Direct-to-Consumer of
44.1%. Sales increased overall due to higher average selling prices and improved
volume, particularly with Direct-to-Consumer consumers.

Gross margin



Gross margin increased 150 basis points to 49.6% compared to 48.1%, primarily
driven by increased Direct-to-Consumer gross margins, resulting from higher
average selling prices, partially offset by declines in International Wholesale
and Domestic Wholesale due to higher average cost per unit, including supply
chain related freight increases.

Selling expenses



Selling expenses increased $33.8 million, or 39.4%, to $119.8 million from
$85.9 million, due to higher global advertising costs of $28.6 million. Prior
year advertising was lower due to worldwide store and market closures. As a
percentage of sales, selling expenses were 7.7% and 6.6% for the three months
ended September 30, 2021 and 2020.

General and administrative expenses



General and administrative expenses increased $60.7 million, or 13.5%, primarily
driven by increased labor costs of $23.5 million, rent of $7.8 million and
global warehouse and distribution of $6.3 million primarily due to increased
operating hours

                                       18

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and staffing levels within our retail stores, the opening of new stores and distribution center expansions, and volume-driven warehouse expenses. As a percentage of sales, general and administrative expenses improved to 32.9% as compared to 34.6% in the prior year.

Other income (expense)



Interest income decreased $1.1 million to $0.8 million as compared to
$1.9 million, primarily due to lower average interest rates compared to the
prior year period. Interest expense decreased $1.3 million due to the repayment
of our revolving credit facility in the prior quarter. Other, net decreased
$13.2 million primarily attributable to losses on unfavorable foreign currency
exchange rates.

Income taxes

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





                       Three Months Ended September 30,
(in thousands)            2021                  2020
Income tax expense   $        21,497       $        14,983
Effective tax rate              15.6 %                15.4 %




Our provision for income tax expense and effective income tax rate are
significantly impacted by the mix of our domestic and foreign earnings before
income taxes. In the foreign jurisdictions in which we have operations, the
applicable statutory rates range from 0.0% to 34.0%, which on average are
generally significantly lower than the U.S. federal and state combined statutory
rate of approximately 24.5%. For the quarter, the effective tax rate remained
flat due to the prior-year mixture of our domestic and foreign earnings (loss)
and return to provision adjustments from completing the 2020 U.S. federal income
tax return in the current quarter.

Noncontrolling interest in net income of consolidated joint ventures

Noncontrolling interest represents the share of net earnings that is attributable to our joint venture partners. Net earnings attributable to noncontrolling interest decreased $4.3 million to $13.6 million as compared to $17.8 million, primarily as a result of increased operating expenses in China.

RESULTS OF SEGMENT OPERATIONS - THIRD QUARTER

Domestic Wholesale



                    Three Months Ended September 30,               Change
(in thousands)         2021                   2020              $           %
Sales            $        350,672       $        318,449     $ 32,223       10.1
Gross profit              126,233                123,122        3,111        2.5
Gross margin                 36.0 %                 38.7 %                  (270 ) bps


Domestic Wholesale sales increased $32.2 million, or 10.1% to $350.7 million due
to a 10.6% increase in the number of units sold, partially offset by a decrease
of 0.4% in average selling price per unit.

Domestic Wholesale gross margin decreased 270 basis points to 36.0% due to higher average cost per unit and unfavorable product mix.

International Wholesale



                    Three Months Ended September 30,               Change
(in thousands)         2021                   2020              $           %
Sales            $        711,886       $        643,393     $ 68,493       10.6
Gross profit              319,557                295,565       23,992        8.1
Gross margin                 44.9 %                 45.9 %                  (100 ) bps


International Wholesale sales increased $68.5 million, or 10.6%, to
$711.9 million compared to sales of $643.4 million, primarily driven by growth
of 61.9% in Distributor sales, 10.0% in China and 67.5% in India, partially
offset by an 11.0% decline in our European subsidiaries. Volume increased 4.0%
in the number of units sold and average selling price per unit increased 6.4%.

International Wholesale gross margin decreased 100 basis points to 44.9%, primarily due to higher average cost per unit, partially offset by higher average selling prices.



Direct-to-Consumer

                    Three Months Ended September 30,                Change
(in thousands)         2021                   2020               $           %
Sales            $        488,399       $        339,044     $ 149,355       44.1
Gross profit              323,654                206,434       117,220       56.8
Gross margin                 66.3 %                 60.9 %                    540 bps


                                       19

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Direct-to-Consumer sales increased $149.4 million, or 44.1%, to $488.4 million
as compared to sales of $339.0 million, primarily driven by growth across all
channels, led by domestic and international retail stores of 43.8%.
Direct-to-Consumer comparable same store sales increased 31.0%, driven by an
increase of 33.7% domestically and 25.1% internationally. Volume increased 16.8%
in the number of units sold and average selling price per unit increased 23.2%.

Direct-to-Consumer gross margin increased 540 basis points to 66.3%, due to higher average selling price per unit and reduced promotional activity.



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

RESULTS OF OPERATIONS - NINE MONTHS

Selected information from our results of operations follows:





                                                 Nine Months Ended September 30,                  Change
(in thousands)                                     2021                   2020                  $           %
Sales                                        $      4,637,147       $      3,272,703     $ 1,364,444         41.7
Cost of sales                                       2,338,587              1,731,349         607,238         35.1
Gross profit                                        2,298,560              1,541,354         757,206         49.1
Gross margin                                             49.6    %              47.1   %                      250 bps
Royalty income                                         17,654                 11,061           6,593         59.6
                                                    2,316,214              1,552,415         763,799         49.2
Operating expenses:
Selling                                               337,519                220,222         117,297         53.3
General and administrative                          1,473,570              1,256,228         217,342         17.3
Total operating expenses                            1,811,089              1,476,450         334,639         22.7
Earnings from operations                              505,125                 75,965         429,160        564.9
Interest income                                         2,518                  5,739          (3,221 )      (56.1 )
Interest expense                                      (10,878 )              (11,428 )          (550 )       (4.8 )
Other, net                                            (11,705 )               15,882         (27,587 )     (173.7 )
Earnings before income taxes                          485,060                 86,158         398,902        463.0
Income tax expense                                     92,027                 18,104          73,923        408.3
Net earnings                                          393,033                 68,054         324,979        477.5
Net earnings attributable to
noncontrolling interest                                53,952                 22,771          31,181        136.9
Net earnings attributable to Skechers
U.S.A. Inc.                                  $        339,081       $         45,283     $   293,798        648.8


Sales

Sales increased $1.4 billion, or 41.7%, to $4.6 billion as compared to $3.3
billion reflecting a 42.4% domestic increase and a 41.2% increase
internationally, with the largest contribution derived from International
Wholesale growth. Sales grew across all segments with increases to Domestic
Wholesale of 36.0%, International Wholesale of 35.6% and Direct-to-Consumer of
58.9%. Sales increased overall due to higher volume and the impact of prior year
market closures related to the COVID-19 pandemic.

Gross margin



Gross margin increased 250 basis points to 49.6% compared to 47.1%, driven by
higher gross margins in the Direct-to-Consumer segment, which was the result of
increased average selling prices and reduced promotional activity.

Selling expenses

Selling expenses increased $117.3 million, or 53.3%, to $337.5 million from $220.2 million primarily due to higher global advertising spending of $106.4 million. Prior year advertising was lower due to worldwide store and market closures. As a percentage of sales, selling expenses were 7.3% and 6.7% for the nine months ended September 30, 2021 and 2020.

General and administrative expenses



General and administrative expenses increased $217.3 million, or 17.3%,
primarily driven by higher volume-driven global warehouse and distribution
expenses of $63.1 million, labor costs of $55.6 million, incentive compensation
of $36.8 million, and rent of $27.7 million. As a percentage of sales, general
and administrative expenses were 31.8% and 38.4% for the nine months ended
September 30, 2021 and 2020.

                                       20

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Other income (expense)

Interest income decreased $3.2 million to $2.5 million as compared to $5.7 million, primarily due to lower average interest rates compared to the prior year period. Other, net decreased $27.6 million as a result of foreign currency losses in the current year and a $13.9 million gain related to the acquisition of our Mexico joint venture in the prior year.

Income taxes

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



                        Nine Months Ended September 30,
(in thousands)            2021                  2020
Income tax expense   $        92,027       $        18,104
Effective tax rate              19.0 %                21.0 %


Our provision for income tax expense and effective income tax rate are
significantly impacted by the mix of our domestic and foreign earnings (loss)
before income taxes. In the foreign jurisdictions in which we have operations,
the applicable statutory rates range from 0.0% to 34.0%, which on average are
generally significantly lower than the U.S. federal and state combined statutory
rate of approximately 24.5%. Year­to­date, the decrease in the effective tax
rate was the result of changes in the mixture of our domestic and foreign
earnings (loss) and the absence of a prior-year non-recurring, non-deductible
charge.

Noncontrolling interest in net income of consolidated joint ventures



Noncontrolling interest represents the share of net earnings that is
attributable to our joint venture partners. Net earnings attributable to
noncontrolling interest increased $31.2 million to $54.0 million as compared to
$22.8 million, primarily due to increased profitability by our joint ventures,
predominantly China, due to reduced impacts related to the COVID-19 pandemic.

RESULTS OF SEGMENT OPERATIONS - NINE MONTHS

Domestic Wholesale



                    Nine Months Ended September 30,                Change
(in thousands)         2021                   2020              $           %
Sales            $       1,124,989       $      827,148     $ 297,841       36.0
Gross profit               421,331              318,824       102,507       32.2
Gross margin                  37.5 %               38.5 %                   (100 ) bps

Domestic Wholesale sales increased $0.3 billion, or 36.0% to $1.1 billion due to a 34.5% increase in the number of units sold and a 1.2% increase in average selling price per unit.

Domestic Wholesale gross margin decreased 100 basis points to 37.5% due to higher average cost per unit, partially offset by an increase in the average selling price per unit.



International Wholesale

                     Nine Months Ended September 30,                Change
(in thousands)         2021                   2020               $           %
Sales            $      2,174,252       $      1,603,774     $ 570,478       35.6
Gross profit              989,403                716,489       272,914       38.1
Gross margin                 45.5 %                 44.7 %                     80 bps


International Wholesale sales increased $0.6 billion, or 35.6%, to $2.2 billion
compared to sales of $1.6 billion, primarily driven by growth in China of 52.6%,
Europe of 16.1% and distributor sales of 44.5%. Volume increased 26.9% in the
number of units sold and average selling price per unit increased 6.9%.

International Wholesale gross margin increased 80 basis points to 45.5% primarily due to the increase in average selling price per unit, partially offset by an increase in the average cost per unit.

Direct-to-Consumer



                    Nine Months Ended September 30,                Change
(in thousands)         2021                   2020              $           %
Sales            $       1,337,906       $      841,781     $ 496,125       58.9
Gross profit               887,826              506,041       381,785       75.4
Gross margin                  66.4 %               60.1 %                    630 bps


Direct-to-Consumer sales increased $0.5 billion, or 58.9%, to $1.3 billion as
compared to sales of $0.8 billion, primarily driven by growth in domestic and
international retail store sales of 60.5%. Direct-to-Consumer comparable same
store sales increased 45.0%, driven by an increase of 49.4% domestically and
33.4% internationally. Average selling price per unit increased 17.7% and volume
increased 34.9% in the number of units sold.

                                       21

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Direct-to-Consumer gross margin increased 630 basis points to 66.4%, primarily
driven by the increase in average selling price per unit and reduced promotional
activity.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity outlook



Our liquidity remains strong with $1.0 billion of cash and cash equivalents at
September 30, 2021. Amounts held outside the U.S. were $703.1 million, or 73.9%,
and approximately $357.4 million was available for repatriation to the U.S. as
of September 30, 2021 without incurring additional U.S. federal income taxes and
applicable non-U.S. income and withholding taxes. In October 2021, approximately
$110.0 million of cash was repatriated to the U.S.

We fully repaid the $452.5 million balance on our revolving credit facility in
the second quarter. Our unused credit capacity under this agreement is $483.3
million 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.

Cash Flows



Our working capital at September 30, 2021 was $2.0 billion, a decrease of
$0.1 billion from working capital of $2.1 billion at December 31, 2020. Our cash
and cash equivalents at September 30, 2021 were $1.0 billion, compared to
$1.4 billion at December 31, 2020. Our primary sources of operating cash are
collections from customers. Our primary uses of cash are inventory purchases,
selling, general and administrative expenses and capital expenditures.

Operating Activities



For the nine months ended September 30, 2021, net cash provided by operating
activities was $253.2 million as compared to $57.0 million for the nine months
ended September 30, 2020. The $196.2 million increase in net cash provided by
operating activities primarily resulted from increased net earnings and timing
of payments to vendors, partially offset by increased inventory purchases.

Investing Activities



Net cash used in investing activities was $256.1 million for the nine months
ended September 30, 2021 as compared to $212.1 million for the nine months ended
September 30, 2020. The $44.0 million increase was due to increased capital
expenditures of $22.4 million and net investment activity of $21.6 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 nine months
ended September 30, 2021 were approximately $235.6 million, which included
$82.1 million for the expansion of our joint-venture owned domestic distribution
center, $59.7 million for investments in our new corporate offices and other
real estate, and $42.4 million of investments in our direct-to-consumer
technology and retail stores. We expect our ongoing capital expenditures for the
remainder of 2021 to be approximately $80.0 million to $110.0 million, which is
primarily related to the expansion of our worldwide distribution capabilities,
continued investments in retail and e-commerce technologies and stores, and our
new corporate offices in Southern California. We expect to fund ongoing capital
expenses through a combination of borrowings and available cash.

Financing Activities



Net cash used in financing activities was $415.5 million during the nine months
ended September 30, 2021 compared to $637.4 million in net cash provided by
financing activities during the nine months ended September 30, 2020. The change
is primarily the result of repaying $452.5 on our revolving credit facility in
the current year and receiving $490.0 million in proceeds from our revolving
credit facility in the prior year.

Capital Resources and Prospective Capital Requirements

Financing Arrangements



As of September 30, 2021, outstanding short-term and long-term borrowings were
$326.8 million, of which $266.8 million relates to loans for our domestic and
China distribution centers, $58.6 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 quarterly
report. See Note 4 - Financial Commitments of the Condensed Consolidated
Financial Statements for additional information.

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