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, 2021.



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 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:

• 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 effects of


        inflation around the world, challenging consumer retail market in the
        United States ("U.S.") and the impact of Russia's war with Ukraine; and

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

on Form 10-K for the year ended December 31, 2021 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



Sales exceeded $1.8 billion in the second quarter. This is a new quarterly sales
record, reflecting the continued broad-based demand for our product. Sales
increased across both of our segments compared to the same period in 2021. This
global growth came despite ongoing challenges, including COVID-related temporary
store closures and operating restrictions, shipping delays, and macroeconomic
volatility.

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 the
consumer demand.

                                       17
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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, technology projects and activities include:

• Expanding our e-commerce presence internationally.

• Completing the expansion, in July, of our North American LEED Gold

Certified distribution center to increase capacity.

• Continuing development on our LEED Gold Certified corporate headquarters


        expansion, which we expect to be completed in 2024.


  • Expanding our international distribution and supply chain footprint.

• Exploring new recycled materials to expand our sustainable product offering.

RESULTS OF OPERATIONS - SECOND QUARTER



During the first quarter of 2022, the Company realigned its reporting structure
to two reportable segments, Wholesale and Direct-to-Consumer. Prior period
amounts have been recast. Wholesale includes sales to department stores, family
shoe stores, specialty running and sporting goods retailers, and big box club
stores; franchisee and licensee third-party store operators; dedicated
e-commerce retailers; and international distributors. Direct-to-Consumer
includes direct sales to consumers through an integrated retail format of
company-owned physical stores and digital platforms and hosted digital
marketplaces in select international markets.

Selected information from our results of operations follows:



                                              Three Months Ended June 30,                Change
(in thousands)                                      2022            2021               $          %
Sales                                       $     1,867,804      $ 1,661,871       205,933         12.4
Cost of sales                                       970,225          808,279       161,946         20.0
Gross profit                                        897,579          853,592        43,987          5.2
Gross margin                                           48.1    %        51.4   %                   (330 )bps
Operating expenses
Selling                                             166,609          141,470        25,139         17.8
General and administrative                          576,812          510,912        65,900         12.9
Total operating expenses                            743,421          652,382        91,039         14.0
As a % of sales                                        39.8    %        39.3   %                     50 bps
Earnings from operations                            154,158          201,210       (47,052 )      (23.4 )
Operating margin                                        8.3    %        12.1   %                   (390 )bps
Other income (expense)                              (19,259 )          2,158       (21,417 )        n/m
Earnings before income taxes                        134,899          203,368       (68,469 )      (33.7 )
Income tax expense                                   28,739           41,545       (12,806 )      (30.8 )
Net earnings                                        106,160          161,823       (55,663 )      (34.4 )
Net earnings attributable to
noncontrolling interests                             15,756           24,454        (8,698 )      (35.6 )
Net earnings attributable to Skechers
U.S.A., Inc.                                $        90,404      $   137,369       (46,965 )      (34.2 )


Sales

Sales increased $205.9 million, or 12.4%, to $1.9 billion as compared to
$1.7 billion as a result of a 15.4% increase in domestic sales and a 10.0%
increase in international sales, primarily driven by strength in wholesale
sales. Sales increased across both segments including Wholesale growth of 18.3%
and Direct-to-Consumer growth of 4.3%. Sales increased overall due to improved
volume and higher average selling prices.

Gross margin



Gross margin decreased 330 basis points to 48.1% compared to 51.4%, primarily
driven by higher per unit freight costs and a higher proportion of wholesale
sales, partially offset by average selling price increases.

Operating expenses



Operating expenses increased $91.0 million, or 14.0%, to $743.4 million, and as
a percentage of sales, increased 50 basis points to 39.8% compared to 39.3% in
the prior year. Selling expenses increased $25.1 million, or 17.8%, to
$166.6 million primarily due to higher demand creation expenditures. General and
administrative expenses increased $65.9 million, or 12.9%, to $576.8 million,
primarily due to volume-driven increases in labor and warehouse and distribution
expenses of $25.4 million, as well as higher rent and store operating costs of
$10.8 million.

                                       18
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Other income (expense)

Other expense of $19.3 million changed $21.4 million from other income of $2.2 million, primarily due to unfavorable losses on foreign currency exchange rates, largely in Europe.



Income taxes

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



                         Three Months Ended June 30,
(in thousands)            2022                 2021
Income tax expense   $       28,739       $       41,545
Effective tax rate             21.3 %               20.4 %




Our 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%, which on average is significantly lower than the
U.S. federal and state combined statutory rate of approximately 25%. For the
quarter, the increase in the effective tax rate primarily reflects additional
withholding taxes on certain foreign distributions.

Noncontrolling interests in net income of consolidated joint ventures

Noncontrolling interests represents the share of net earnings that is attributable to our joint venture partners. Net earnings attributable to noncontrolling interests decreased $8.7 million to $15.8 million as compared to $24.5 million, primarily due to lower earnings by our joint ventures, predominantly China, due to impacts of COVID-related restrictions.

RESULTS OF SEGMENT OPERATIONS - SECOND QUARTER



Wholesale
                                       Three Months Ended June 30,             2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                      2022           2021          2020             $              %                $              %
Sales                            $ 1,140,325     $ 964,228     $ 385,862          176,097        18.3             578,366       149.9
Gross profit                         414,479       379,426       154,574           35,053         9.2             224,852       145.5
Gross margin                            36.3 %        39.4 %        40.1 %                       (300 )bps                        (70 )bps


2022 to 2021 Comparison

Wholesale sales increased $176.1 million, or 18.3% to $1.1 billion, led by growth of 34.9% in the Americas. Volume increased 14.8% in the number of units sold and average selling price per unit increased 3.1%.



Wholesale gross margin decreased 300 basis points to 36.3% due to higher average
cost per unit, driven by increased freight costs, partially offset by average
selling price increases.

2021 to 2020 Comparison

Wholesale sales increased $578.4 million, or 149.9% to $964.2 million, as a
result of growth across all regions which experienced COVID restrictions in
2020. Growth was 207.5% in the Americas, 148.7% in Europe, Middle East & Africa,
and 77.6% in Asia Pacific. Volume increased 143.1% in the number of units sold
and average selling price per unit increased 3.1%.

Wholesale gross margin decreased 70 basis points to 39.4% primarily due to
higher average per unit costs, partially offset by average selling price
increases.

Direct-to-Consumer
                                    Three Months Ended June 30,            2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                   2022          2021          2020             $              %                $              %
Sales                          $ 727,479     $ 697,643     $ 346,209           29,836         4.3             351,434       101.5
Gross profit                     483,100       474,166       216,590            8,934         1.9             257,576       118.9
Gross margin                        66.4 %        68.0 %        62.6 %                       (160 )bps                        540 bps


2022 to 2021 Comparison

Direct-to-Consumer sales increased $29.8 million, or 4.3%, to $727.5 million,
led by increases in the Americas of 3.7%, Europe, Middle East & Africa of 13.5%,
and Asia Pacific of 2.7%. Volume was essentially flat with a decrease of 1.0% in
the number of units sold and average selling price per unit increased 5.3%.

Direct-to-Consumer gross margin decreased 160 basis points to 66.4%, primarily
due to higher average per unit costs, partially offset by average selling price
increases.

                                       19
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2021 to 2020 Comparison



Direct-to-Consumer sales increased $351.4 million, or 101.5%, to $697.6 million,
driven by increases across all regions which experienced COVID restrictions in
2020. Growth was 127.6% in the Americas, 439.7% in Europe, Middle East & Africa,
and 48.6% in Asia Pacific. Volume increased 66.2% in the number of units sold
and average selling price per unit increased 21.1%.

Direct-to-Consumer gross margin increased 540 basis points to 68.0% primarily
driven by higher average selling prices, partially offset by higher average per
unit costs.

RESULTS OF OPERATIONS - SIX MONTHS

Selected information from our results of operations follows:



                                              Six Months Ended June 30,                Change
(in thousands)                                   2022             2021               $          %
Sales                                       $    3,687,398     $ 3,096,326       591,072         19.1
Cost of sales                                    1,965,656       1,557,075       408,581         26.2
Gross profit                                     1,721,742       1,539,251       182,491         11.9
Gross margin                                          46.7   %        49.7   %                   (300 )bps
Operating expenses
Selling                                            274,818         232,795        42,023         18.1
General and administrative                       1,116,862         947,578       169,284         17.9
Total operating expenses                         1,391,680       1,180,373       211,307         17.9
As a % of sales                                       37.7   %        38.1   %                    (40 )bps
Earnings from operations                           330,062         358,878       (28,816 )       (8.0 )
Operating margin                                       9.0   %        11.6   %                   (260 )bps
Other expense                                      (25,005 )       (12,016 )     (12,989 )      108.1
Earnings before income taxes                       305,057         346,862       (41,805 )      (12.1 )
Income tax expense                                  62,731          70,530        (7,799 )      (11.1 )
Net earnings                                       242,326         276,332       (34,006 )      (12.3 )
Net earnings attributable to
noncontrolling interests                            30,699          40,390        (9,691 )      (24.0 )
Net earnings attributable to Skechers
U.S.A., Inc.                                $      211,627     $   235,942       (24,315 )      (10.3 )


Sales

Sales increased $0.6 billion, or 19.1%, to $3.7 billion as compared to
$3.1 billion as a result of a 21.4% increase in domestic sales and a 17.3%
increase in international sales, primarily driven by strength in wholesale
sales. Sales grew across both segments with increases to Wholesale of 25.4% and
Direct-to-Consumer of 9.0%. Sales increased overall due to improved volume and
higher average selling prices.

Gross margin



Gross margin decreased 300 basis points to 46.7% compared to 49.7%, primarily
driven by higher per unit freight costs and a higher proportion of wholesale
sales, partially offset by average selling price increases.

Operating expenses



Operating expenses increased $211.3 million, or 17.9%, to $1.4 billion, and as a
percentage of sales, improved 40 basis points to 37.7% compared to 38.1% in the
prior year. Selling expenses increased $42.0 million, or 18.1%, to $274.8
million from $232.8 million primarily due to higher demand creation
expenditures. General and administrative expenses increased $169.3 million, or
17.9%, to $1.1 billion, primarily due to higher labor and incentive compensation
costs of $82.8 million, rent of $15.6 million, and volume-driven warehouse and
distribution expenses of $14.9 million.

Other income (expense)

Other expense increased $13.0 million to $25.0 million as compared to $12.0 million, primarily due to unfavorable losses on foreign currency exchange rates in Europe, Middle East & Africa.

Income taxes

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


                         Six Months Ended June 30,
(in thousands)           2022                2021
Income tax expense   $      62,731       $      70,530
Effective tax rate            20.6 %              20.3 %


                                       20

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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 25%. Year-to-date, the effective tax rate was essentially
flat.

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 $9.7 million to $30.7 million as compared to $40.4 million, primarily due to lower earnings by our joint ventures, predominantly China, due to impacts of COVID-related restrictions.

RESULTS OF SEGMENT OPERATIONS - SIX MONTHS



Wholesale
                                           Six Months Ended June 30,                2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                       2022            2021            2020              $              %                $              %
Sales                             $ 2,391,631     $ 1,907,338     $ 1,272,007          484,293        25.4             635,331        49.9
Gross profit                          869,439         748,992         487,966          120,447        16.1             261,026        53.5
Gross margin                             36.4 %          39.3 %          38.4 %                       (290 )bps                         90 bps


2022 to 2021 Comparison

Wholesale sales increased $0.5 billion, or 25.4% to $2.4 billion, driven
primarily by growth of 38.2% in the Americas and Europe, Middle East & Africa of
24.0%. Volume increased 18.8% in the number of units sold and average selling
price per unit increased 5.9%.

Wholesale gross margin decreased 290 basis points to 36.4% due to higher average
cost per unit, primarily driven by increased freight costs, partially offset by
average selling price increases.

2021 to 2020 Comparison



Wholesale sales increased $0.6 billion, or 49.9% to $1.9 billion, as a result of
growth across the Americas of 51.4%, Europe, Middle East & Africa of 35.4% and
Asia Pacific of 70.5% which were impacted by 2020 COVID-related market closures.
Volume increased 43.6% in the number of units sold and average selling price per
unit increased 4.5%.

Wholesale gross margin increased 90 basis points to 39.3% primarily due to higher average selling prices.



Direct-to-Consumer
                                        Six Months Ended June 30,                2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                     2022            2021           2020              $              %                $              %
Sales                           $ 1,295,767     $ 1,188,988     $ 707,656           106,779         9.0             481,332        68.0
Gross profit                        852,303         790,259       436,113            62,044         7.9             354,146        81.2
Gross margin                           65.8 %          66.5 %        61.6 %                         (70 )bps                        480 bps


2022 to 2021 Comparison



Direct-to-Consumer sales increased $106.8 million, or 9.0%, to $1.3 billion, led
by increases in the Americas of 6.8%, Europe, Middle East & Africa of 44.2%, and
Asia Pacific of 5.3%. Volume decreased 0.4% in the number of units sold and
average selling price per unit increased 9.4%.

Direct-to-Consumer gross margin decreased 70 basis points to 65.8%, driven by increased freight costs, partially offset by average selling price increases.

2021 to 2020 Comparison



Direct-to-Consumer sales increased $0.5 billion, or 68.0%, to $1.2 billion,
driven by increases of 68.8% in the Americas, and 61.8% in Asia Pacific, and
100.6% in Europe, Middle East & Africa which experienced COVID restrictions in
2020. Volume increased 47.0% in the number of units sold and average selling
price per unit increased 14.2%.

Direct-to-Consumer gross margin increased 480 basis points to 61.6% primarily driven by higher average selling prices and lower average per unit costs.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity outlook



We have cash and cash equivalents of $751.9 million at June 30, 2022. Amounts
held outside the U.S. were $587.3 million, or 78.1%, and approximately $232.4
million was available for repatriation to the U.S. as of June 30, 2022 without
incurring additional U.S. federal income taxes and applicable non-U.S. income
and withholding taxes.

                                       21
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In the second quarter of 2022, we fully repaid the $50.2 million balance on our
revolving credit facility that had been drawn down during the first quarter. As
of June 30, 2022, our unused credit capacity under this agreement was
$747.0 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 June 30, 2022 was $2.0 billion, an increase of
$0.1 billion from working capital of $1.9 billion at December 31, 2021. Our cash
and cash equivalents at June 30, 2022 were $751.9 million, compared to
$796.3 million at December 31, 2021. 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 six months ended June 30, 2022, net cash provided by operating
activities was $154.7 million as compared to $317.2 million for the six months
ended June 30, 2021. The $162.5 million decrease in net cash provided by
operating activities primarily resulted from increased inventory purchases and
receivables balances on wholesale sales.

Investing Activities

Net cash used in investing activities was $113.9 million for the six months ended June 30, 2022 as compared to $167.2 million for the six months ended June 30, 2021. The $53.3 million decrease was due to reduced net investment activity of $70.6 million, offset by increased capital expenditures of $17.3 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 six months
ended June 30, 2022 were $163.5 million, which included $50.7 million of
investments in our expanded corporate offices domestically and in India;
$49.9 million related to the expansion of our global distribution
infrastructure; and $49.1 million related to investments in our retail stores
and direct-to-consumer technologies. We expect our ongoing capital expenditures
for the remainder of 2022 to be approximately $100.0 million to $150.0 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 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 $81.4 million during the six months ended June 30, 2022 compared to $429.6 million during the six months ended June 30, 2021. The decrease is primarily the result of lower repayments on long-term borrowings of $448.1 million, partially offset by repurchasing $49.2 million of common stock.

Capital Resources and Prospective Capital Requirements

Financing Arrangements



As of June 30, 2022, outstanding short-term and long-term borrowings were
$326.7 million, of which $261.6 million relates to loans for our domestic and
China distribution centers, $57.1 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.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES



Our discussion and analysis of our financial condition and results of operations
are based upon our Unaudited Condensed Consolidated Financial Statements, which
have been prepared in accordance with generally accepted accounting principles
in the United States of America. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosure of contingent
assets and liabilities. Actual results may differ from these estimates under
different assumptions or conditions. Our critical accounting policies and
estimates did not change materially during the quarter ended June 30, 2022.

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