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 of $1.9 billion in the third quarter set a new quarterly record,
reflecting the robust global demand for our product. Sales increased across both
of our segments compared to the same period in 2021. We delivered this global
growth despite continued headwinds, including supply chain challenges, adverse
foreign exchange rates, 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
--------------------------------------------------------------------------------

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 of our North American LEED Certified Gold
        distribution center and leasing additional warehouse space nearby to
        increase capacity.

• Continuing development on our LEED Certified Gold corporate headquarters

expansion and product design center.

RESULTS OF OPERATIONS - THIRD 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 September 30,                  Change
(in thousands)                                      2022                 2021                  $          %
Sales                                      $       1,878,367       $       1,558,476       319,891         20.5
Cost of sales                                        994,432                 781,513       212,919         27.2
Gross profit                                         883,935                 776,963       106,972         13.8
Gross margin                                            47.1    %               49.9   %                   (280 )bps
Operating expenses
Selling                                              150,857                 127,845        23,012         18.0
General and administrative                           603,107                 502,871       100,236         19.9
Total operating expenses                             753,964                 630,716       123,248         19.5
As a % of sales                                         40.1    %               40.5   %                    (30 )bps
Earnings from operations                             129,971                 146,247       (16,276 )      (11.1 )
Operating margin                                         6.9    %                9.4   %                   (250 )bps
Other expense                                        (15,139 )                (8,049 )      (7,090 )       88.1
Earnings before income taxes                         114,832                 138,198       (23,366 )      (16.9 )
Income tax expense                                    20,498                  21,497          (999 )       (4.6 )
Net earnings                                          94,334                 116,701       (22,367 )      (19.2 )
Net earnings attributable to
noncontrolling interests                               8,448                  13,562        (5,114 )      (37.7 )
Net earnings attributable to Skechers
U.S.A., Inc.                               $          85,886       $         103,139       (17,253 )      (16.7 )


Sales

Sales increased $319.9 million, or 20.5%, to $1.9 billion compared to
$1.6 billion as a result of a 14.9% increase domestically and a 24.6% increase
internationally, primarily driven by strength in wholesale sales. Both segments
experienced growth, with Wholesale growth of 26.2% and Direct-to-Consumer growth
of 11.9%. Sales increased overall due to improved volume and higher average
selling prices.

Gross margin



Gross margin decreased 280 basis points to 47.1% compared to 49.9%, primarily
the result of increased freight and logistics costs, and a higher proportion of
distributor sales, partially offset by average selling price increases.

Operating expenses



Operating expenses increased $123.2 million, or 19.5%, to $754.0 million, and as
a percentage of sales improved 30 basis points to 40.1% compared to 40.5% in the
prior year. Selling expenses increased $23.0 million, or 18.0%, to
$150.9 million, primarily due to higher global digital and brand demand creation
expenditures. General and administrative expenses increased $100.2 million, or
19.9%, to $603.1 million, and as a percentage of sales improved 20 basis points
to 32.1%. These increased expenses were primarily due to higher labor of
$56.5 million as a result of supply chain and logistics challenges, and
volume-driven warehouse and distribution expenses of $25.0 million.

Other expense

Other expense of $15.1 million increased $7.1 million, primarily due to unfavorable losses on foreign currency exchange rates, primarily in Europe, Middle East & Africa.


                                       18
--------------------------------------------------------------------------------

Income taxes

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



                       Three Months Ended September 30,
(in thousands)            2022                  2021
Income tax expense   $        20,498       $        21,497
Effective tax rate              17.9 %                15.6 %




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 35%, 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 is the result of revisions to
the estimated provision compared to the 2021 U.S. federal income tax return
finalized in the current quarter and changes in the valuation allowance.

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 $5.1 million to $8.4 million compared to $13.6 million, due to lower earnings by our joint ventures, predominantly in China and partially offset by improvements in other Asia Pacific countries.

RESULTS OF SEGMENT OPERATIONS - THIRD QUARTER



Wholesale
                                    Three Months Ended September 30,            2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                      2022            2021          2020             $              %                $              %
Sales                           $   1,191,586     $ 944,465     $ 842,741          247,121        26.2             101,724        12.1
Gross profit                          424,600       361,868       344,403           62,732        17.3              17,465         5.1
Gross margin                             35.6 %        38.3 %        40.9 %                       (270 )bps                       (260 )bps


2022 to 2021 Comparison

Wholesale sales increased $247.1 million, or 26.2%, to $1.2 billion, led by growth of 58.8% in Europe, Middle East & Africa and 18.1% in the Americas. Volume increased 25.1% in the number of units sold and average selling price per unit increased 1.4%.



Wholesale gross margin decreased 270 basis points to 35.6% due to higher average
cost per unit, driven by increased freight costs which were partially offset by
average selling price increases.

2021 to 2020 Comparison



Wholesale sales increased $101.7 million, or 12.1%, to $944.5 million, as a
result of growth across all regions. Growth was 17.2% in the Americas, 8.1% in
Europe, Middle East & Africa, and 7.4% in Asia Pacific. Volume increased 7.3% in
the number of units sold and average selling price per unit increased 4.0%.

Wholesale gross margin decreased 260 basis points to 38.3% primarily due to higher average per unit costs and a higher mix of distributor sales, partially offset by average selling price increases.



Direct-to-Consumer
                                   Three Months Ended September 30,            2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                    2022             2021          2020             $              %                $              %
Sales                          $   686,781       $ 614,011     $ 461,361           72,770        11.9             152,650        33.1
Gross profit                       459,335         415,095       283,934           44,240        10.7             131,161        46.2
Gross margin                          66.9 %          67.6 %        61.5 %                        (70 )bps                        610 bps


2022 to 2021 Comparison



Direct-to-Consumer sales increased $72.8 million, or 11.9%, to $686.8 million,
led by increases in the Americas of 13.8% and Asia Pacific of 10.0%. Volume
increased 11.1% in the number of units sold and average selling price per unit
increased 0.6%.

Direct-to-Consumer gross margin decreased 70 basis points to 66.9%, primarily
due to higher per unit freight costs partially offset by average selling price
increases.

2021 to 2020 Comparison

Direct-to-Consumer sales increased $152.7 million, or 33.1%, to $614.0 million,
driven by increases across all regions which experienced COVID restrictions in
2020. Growth was 45.4% in the Americas, 43.5% in Europe, Middle East & Africa,
and 11.1% in Asia Pacific. Volume increased 10.7% in the number of units sold
and average selling price per unit increased 20.2%.

Direct-to-Consumer gross margin increased 610 basis points to 67.6%, primarily driven by higher average selling prices.


                                       19
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS - NINE MONTHS

Selected information from our results of operations follows:



                                               Nine Months Ended September 30,                 Change
(in thousands)                                   2022                   2021                 $          %
Sales                                      $      5,565,765       $      4,654,802       910,963         19.6
Cost of sales                                     2,960,088              2,338,588       621,500         26.6
Gross profit                                      2,605,677              2,316,214       289,463         12.5
Gross margin                                           46.8    %              49.8   %                   (290 )bps
Operating expenses
Selling                                             425,675                360,640        65,035         18.0
General and administrative                        1,719,969              1,450,449       269,520         18.6
Total operating expenses                          2,145,644              1,811,089       334,555         18.5
As a % of sales                                        38.6    %              38.9   %                    (40 )bps
Earnings from operations                            460,033                505,125       (45,092 )       (8.9 )
Operating margin                                        8.3    %              10.9   %                   (260 )bps
Other expense                                       (40,144 )              (20,065 )     (20,079 )      100.1
Earnings before income taxes                        419,889                485,060       (65,171 )      (13.4 )
Income tax expense                                   83,229                 92,027        (8,798 )       (9.6 )
Net earnings                                        336,660                393,033       (56,373 )      (14.3 )
Net earnings attributable to
noncontrolling interests                             39,147                 53,952       (14,805 )      (27.4 )
Net earnings attributable to Skechers
U.S.A., Inc.                               $        297,513       $        339,081       (41,568 )      (12.3 )


Sales

Sales increased $911.0 million, or 19.6%, to $5.6 billion compared to
$4.7 billion reflecting a 19.3% increase domestically and a 19.8% increase
internationally, with the largest contribution derived from wholesale sales.
Both segments experienced increases with Wholesale increasing 25.6% and
Direct-to-Consumer increasing 10.0%. Sales increased overall due to improved
volume and higher average selling prices.

Gross margin

Gross margin decreased 290 basis points to 46.8% compared to 49.8%, primarily driven by increased freight and logistics costs, and an increased mix of wholesale sales, partially offset by average selling price increases.

Operating expenses



Operating expenses increased $334.6 million, or 18.5%, to $2.1 billion, and as a
percentage of sales improved 40 basis points to 38.6% compared to 38.9% in the
prior year. Selling expenses increased $65.0 million, or 18.0%, to $425.7
million from $360.6 million, primarily due to higher demand creation
expenditures. General and administrative expenses increased $269.5 million, or
18.6%, to $1.7 billion, primarily due to higher labor and compensation costs of
$139.3 million and volume-driven warehouse and distribution expenses of
$39.9 million.

Other expense

Other expense increased $20.1 million to $40.1 million, compared to $20.1 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:


                        Nine Months Ended September 30,
(in thousands)            2022                  2021
Income tax expense   $        83,229       $        92,027
Effective tax rate              19.8 %                19.0 %


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 35.0%, which on average are
generally significantly lower than the U.S. federal and state combined statutory
rate of approximately 25%. Year-to-date, the increase in the effective tax rate
was the result of revisions to the estimated provision compared to the 2021 U.S.
federal income tax return finalized in the current quarter and changes in the
valuation allowance.

                                       20
--------------------------------------------------------------------------------

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 $14.8 million to $39.1 million compared to
$54.0 million, primarily due to lower earnings by our joint ventures,
predominantly in China which were partially offset by improvements in other Asia
Pacific countries.

RESULTS OF SEGMENT OPERATIONS - NINE MONTHS



Wholesale
                                       Nine Months Ended September 30,             2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                      2022            2021            2020              $              %                $              %
Sales                            $ 3,583,216     $ 2,851,803     $ 2,114,748          731,413        25.6             737,055        34.9
Gross profit                       1,294,039       1,110,859         832,369          183,180        16.5             278,490        33.5
Gross margin                            36.1 %          39.0 %          39.4 %                       (280 )bps                        (40 )bps


2022 to 2021 Comparison

Wholesale sales increased $0.7 billion, or 25.6%, to $3.6 billion, driven
primarily by growth of 31.7% in the Americas and Europe, Middle East & Africa of
34.8%. Volume increased 20.8% in the number of units sold and average selling
price per unit increased 4.4%.

Wholesale gross margin decreased 280 basis points to 36.1% due to higher average cost per unit, primarily driven by increased freight and logistics costs, partially offset by average selling price increases.

2021 to 2020 Comparison



Wholesale sales increased $0.7 billion, or 34.9%, to $2.9 billion, as a result
of growth across the Americas of 38.3%, Asia Pacific of 40.2%, and Europe,
Middle East & Africa of 25.5% which were impacted by 2020 COVID-related market
closures. Volume increased 29.7% in the number of units sold and average selling
price per unit increased 4.0%.

Wholesale gross margin decreased 40 basis points to 39.0% primarily due to higher average per unit costs and a higher mix of distributor sales, partially offset by average selling price increases.



Direct-to-Consumer
                                      Nine Months Ended September 30,             2022 vs 2021 Change             2021 vs 2020 Change
(in thousands)                     2022            2021            2020              $              %                $              %
Sales                           $ 1,982,549     $ 1,802,999     $ 1,169,017          179,550        10.0             633,982        54.2
Gross profit                      1,311,638       1,205,355         720,046          106,283         8.8             485,309        67.4
Gross margin                           66.2 %          66.9 %          61.6 %                        (70 )bps                        530 bps


2022 to 2021 Comparison



Direct-to-Consumer sales increased $179.6 million, or 10.0%, to $2.0 billion,
led by increases in the Americas of 9.3%, Europe, Middle East & Africa of 27.6%,
and Asia Pacific of 6.7%. Volume increased 3.4% in the number of units sold and
average selling price per unit increased 6.3%.

Direct-to-Consumer gross margin decreased 70 basis points to 66.2%, driven by increased freight costs, partially offset by average selling price increases.

2021 to 2020 Comparison



Direct-to-Consumer sales increased $0.6 billion, or 54.2%, to $1.8 billion,
driven by increases of 59.5% in the Americas, and 43.1% in Asia Pacific, and
71.0% in Europe, Middle East & Africa which experienced COVID restrictions in
2020. Volume increased 32.7% in the number of units sold and average selling
price per unit increased 16.2%.

Direct-to-Consumer gross margin increased 530 basis points to 66.9%, primarily driven by higher average selling prices.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity outlook



We have cash and cash equivalents of $508.3 million at September 30, 2022.
Amounts held outside the U.S. were $440.5 million, or 86.7%, and approximately
$146.7 million was available for repatriation to the U.S. as of September 30,
2022 without incurring additional U.S. federal income taxes and applicable
non-U.S. income and withholding taxes.

                                       21
--------------------------------------------------------------------------------


We borrowed $25.0 million during the quarter on our revolving credit facility
for working capital management. As of September 30, 2022, our unused credit
capacity under this agreement was $722.2 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, 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 September 30, 2022 were $508.3 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 working capital,
selling, general and administrative expenses and capital expenditures.

Operating Activities



For the nine months ended September 30, 2022, net cash used in operating
activities was $42.8 million compared to net cash provided of $253.2 million for
the nine months ended September 30, 2021. The $296.1 million decrease in
operating cash flows primarily resulted from increased inventory purchases and
receivables balances on wholesale sales and lower net earnings.

Investing Activities



Net cash used in investing activities was $192.7 million for the nine months
ended September 30, 2022 compared to $256.1 million for the nine months ended
September 30, 2021. The $63.4 million decrease was due to reduced net investment
activity of $91.4 million, offset by increased capital expenditures of
$28.0 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, 2022 were $263.6 million, which included $92.1 million
related to the expansion of our global distribution infrastructure;
$79.9 million related to investments in our retail stores and direct-to-consumer
technologies; and $67.0 million of investments in our expanded corporate offices
domestically and in India. We expect our annual capital expenditures for 2022 to
be approximately $300.0 million to $325.0 million, which is primarily related to
the expansion of our worldwide distribution capabilities, continued investments
in retail and e-commerce technologies and stores, and our corporate offices in
Southern California. We expect to fund ongoing capital expenses through a
combination of available cash and borrowings.

Financing Activities



Net cash used in financing activities was $48.6 million during the nine months
ended September 30, 2022 compared to $415.5 million during the nine months ended
September 30, 2021. The decrease is primarily the result of lower repayments on
long-term borrowings of $447.5 million, partially offset by repurchasing
$74.2 million of common stock.

Capital Resources and Prospective Capital Requirements

Financing Arrangements



As of September 30, 2022, outstanding short-term and long-term borrowings were
$393.4 million, of which $293.9 million relates to loans for our domestic and
China distribution centers, $60.6 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.

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 September 30, 2022.

© Edgar Online, source Glimpses