##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    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
(Address of Principal Executive Office)
    
    90266
(Zip Code)
 (310) 318-3100
(Registrants Telephone Number, Including Area Code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



SKECHERS U.S.A., INC. AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1.
    
    Condensed Consolidated Financial Statements (Unaudited):Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Earnings and Comprehensive Income
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 6.
    
    Exhibits
    
    
    24Signatures
    
    
    25EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-10.7Exhibit 31.1Exhibit 31.2Exhibit 32.1
  2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1.
    
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 KECHERS U.S.A., INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 (In thousands)
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    325,879
    
    
    $
    265,675Short-term investments
    
    
    0
    
    
    
    30,000Trade accounts receivable
    
    
    291,963
    
    
    
    219,924Other receivables
    
    
    4,619
    
    
    
    12,177Total receivables
    
    
    296,582
    
    
    
    232,101Inventories
    
    
    189,002
    
    
    
    224,050Prepaid expenses and other current assets
    
    
    31,170
    
    
    
    28,233Deferred tax assets
    
    
    8,950
    
    
    
    8,950Total current assets
    
    
    851,583
    
    
    
    789,009Property and equipment, at cost, less accumulated depreciation and amortization
    
    
    174,072
    
    
    
    171,667Intangible assets, less accumulated amortization
    
    
    8,618
    
    
    
    9,011Deferred tax assets
    
    
    13,665
    
    
    
    13,660Other assets, at cost
    
    
    13,183
    
    
    
    12,205TOTAL ASSETS
    
    $
    1,061,121
    
    
    $
    995,552LIABILITIES AND EQUITYCurrent Liabilities:Current installments of long-term borrowings
    
    $
    16,024
    
    
    $
    529Short-term borrowings
    
    
    1,323
    
    
    
    2,006Accounts payable
    
    
    184,325
    
    
    
    196,163Accrued expenses
    
    
    40,886
    
    
    
    31,843Total current liabilities
    
    
    242,558
    
    
    
    230,541Long-term borrowings, excluding current installments
    
    
    0
    
    
    
    15,641Total liabilities
    
    
    242,558
    
    
    
    246,182Commitments and contingenciesEquity:Preferred Stock, $.001 par value; 10,000 authorized; none issued and outstanding
    
    
    0
    
    
    
    0Class A Common Stock, $.001 par value; 100,000 shares authorized; 35,196 and
34,229 shares issued and outstanding at March 31, 2010 and December 31,
2009, respectively
    
    
    35
    
    
    
    34Class B Common Stock, $.001 par value; 100,000 shares authorized; 12,198 and
12,360 shares issued and outstanding at March 31, 2010 and December 31,
2009, respectively
    
    
    12
    
    
    
    13Additional paid-in capital
    
    
    289,961
    
    
    
    272,662Accumulated other comprehensive income
    
    
    5,080
    
    
    
    9,348Retained earnings
    
    
    520,161
    
    
    
    463,865Skechers U.S.A., Inc. equity
    
    
    815,249
    
    
    
    745,922Noncontrolling interests
    
    
    3,314
    
    
    
    3,448Total equity
    
    
    818,563
    
    
    
    749,370TOTAL LIABILITIES AND EQUITY
    
    $
    1,061,121
    
    
    $
    995,552
  3




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SKECHERS U.S.A., INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
 (Unaudited)
 (In thousands, except per share data)
 Three-Months Ended March 31,2010
    
    
    2009Net sales
    
    $
    492,764
    
    
    $
    343,470Cost of sales
    
    
    255,346
    
    
    
    218,041Gross profit
    
    
    237,418
    
    
    
    125,429Royalty income
    
    
    385
    
    
    
    272237,803
    
    
    
    125,701Operating expenses:Selling
    
    
    34,309
    
    
    
    21,510General and administrative
    
    
    122,487
    
    
    
    98,038156,796
    
    
    
    119,548Earnings from operations
    
    
    81,007
    
    
    
    6,153Other income (expense):Interest income
    
    
    1,428
    
    
    
    706Interest expense
    
    
    (715
    )
    
    
    (42
    )Other, net
    
    
    209
    
    
    
    (218
    )922
    
    
    
    446Earnings before income taxes
    
    
    81,929
    
    
    
    6,599Income tax expense (benefit)
    
    
    25,806
    
    
    
    (753
    )Net earnings
    
    
    56,123
    
    
    
    7,352Less: Net loss attributable to noncontrolling interests
    
    
    (173
    )
    
    
    (868
    )Net earnings attributable to Skechers U.S.A., Inc.
    
    $
    56,296
    
    
    $
    8,220Net earnings per share attributable to Skechers U.S.A., Inc.:Basic
    
    $
    1.20
    
    
    $
    0.18Diluted
    
    $
    1.15
    
    
    $
    0.18Weighted average shares used in calculating earnings per
share attributable to Skechers U.S.A, Inc.:Basic
    
    
    46,781
    
    
    
    46,221Diluted
    
    
    48,742
    
    
    
    46,467Comprehensive income:Net earnings
    
    $
    56,296
    
    
    $
    8,220Unrealized loss on marketable securities, net of tax
    
    
    0
    
    
    
    (2,083
    )Loss on foreign currency translation adjustment, net of tax
    
    
    (4,268
    )
    
    
    (2,962
    )Total comprehensive income
    
    $
    52,028
    
    
    $
    3,175
  4




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SKECHERS U.S.A., INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 (In thousands)
 Three-Months Ended March 31,2010
    
    
    2009Cash flows from operating activities:Net earnings
    
    $
    56,296
    
    
    $
    8,220Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:Noncontrolling interest in subsidiaries
    
    
    (173
    )
    
    
    (868
    )Depreciation of property and equipment
    
    
    5,319
    
    
    
    4,497Amortization of deferred financing costs
    
    
    370
    
    
    
    0Amortization of intangible assets
    
    
    393
    
    
    
    224Provision for bad debts and returns
    
    
    2,587
    
    
    
    826Non-cash stock compensation
    
    
    3,309
    
    
    
    589Loss on disposal of property and equipment
    
    
    132
    
    
    
    1Deferred taxes
    
    
    (7
    )
    
    
    (607
    )Impairment of property and equipment
    
    
    0
    
    
    
    761(Increase) decrease in assets:Receivables
    
    
    (70,518
    )
    
    
    (57,634
    )Inventories
    
    
    34,535
    
    
    
    88,191Prepaid expenses and other current assets
    
    
    (3,179
    )
    
    
    (2,433
    )Other assets
    
    
    (1,689
    )
    
    
    2,050Increase (decrease) in liabilities:Accounts payable
    
    
    (12,238
    )
    
    
    (65,492
    )Accrued expenses
    
    
    9,212
    
    
    
    (6,543
    )Net cash provided by (used in) operating activities
    
    
    24,349
    
    
    
    (28,218
    )Cash flows from investing activities:Capital expenditures
    
    
    (6,649
    )
    
    
    (16,406
    )Maturities of investments
    
    
    30,000
    
    
    
    375Net cash provided by (used in) investing activities
    
    
    23,351
    
    
    
    (16,031
    )Cash flows from financing activities:Net proceeds from the issuances of stock through employee stock
purchase plan and the exercise of stock options
    
    
    8,295
    
    
    
    0Payments on long-term debt
    
    
    (133
    )
    
    
    (31
    )(Decrease) increase in short-term borrowings
    
    
    (684
    )
    
    
    1,145Contribution from noncontrolling interest of consolidated entity
    
    
    0
    
    
    
    2,000Excess tax benefits from stock-based compensation
    
    
    5,695
    
    
    
    0Net cash provided by financing activities
    
    
    13,173
    
    
    
    3,114Net increase (decrease) in cash and cash equivalents
    
    
    60,873
    
    
    
    (41,135
    )Effect of exchange rates on cash and cash equivalents
    
    
    (669
    )
    
    
    (601
    )Cash and cash equivalents at beginning of the period
    
    
    265,675
    
    
    
    114,941Cash and cash equivalents at end of the period
    
    $
    325,879
    
    
    $
    73,205Supplemental disclosures of cash flow information:Cash paid during the period for:Interest
    
    $
    1,116
    
    
    $
    858Income taxes
    
    
    13,543
    
    
    
    557
  5




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SKECHERS U.S.A., INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2010 and 2009
(Unaudited)
 (1) GENERAL
 Basis of Presentation
   Use of Estimates
  Noncontrolling interests
  Recent accounting pronouncements
 Amendments to FASB
Interpretation No. 46(R)
 (2) INVESTMENTS
  6




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(3) REVENUE RECOGNITION
   (4) OTHER COMPREHENSIVE INCOME
   Three-Months Ended March 31,2010
    
    
    2009Net earnings
    
    $
    56,123
    
    
    $
    7,352Unrealized gain on marketable securities, net of tax
    
    
    0
    
    
    
    (2,083
    )Loss on foreign currency translation adjustment, net of tax
    
    
    (4,229
    )
    
    
    (2,982
    )Comprehensive income
    
    
    51,894
    
    
    
    2,287Comprehensive loss attributable to noncontrolling interest
    
    
    (134
    )
    
    
    (888
    )Comprehensive income attributable to parent
    
    $
    52,028
    
    
    $
    3,175
 (5)
    
    STOCK COMPENSATION  7




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WEIGHTED AVERAGE
    
    
    AGGREGATEWEIGHTED AVERAGE
    
    
    REMAINING
    
    
    INTRINSICSHARES
    
    
    EXERCISE PRICE
    
    
    CONTRACTUAL TERM
    
    
    VALUEOutstanding at December 31, 2009
    
    
    1,505,694
    
    
    $
    12.01Granted
    
    
    0
    
    
    
    0Exercised
    
    
    (548,518
    )
    
    
    13.32Cancelled
    
    
    (23,080
    )
    
    
    3.94Outstanding at March 31, 2010
    
    
    934,096
    
    
    
    11.44
    
    
    1.9 years
    
    $
    23,236,986Exercisable at March 31, 2010
    
    
    934,096
    
    
    
    11.44
    
    
    1.9 years
    
    $
    23,236,986
  WEIGHTED AVERAGEGRANT-DATE FAIRSHARES
    
    
    VALUENonvested at December 31, 2009
    
    
    2,158,644
    
    
    $
    17.86Granted
    
    
    126,500
    
    
    
    30.81Vested
    
    
    (102,644
    )
    
    
    17.06Cancelled
    
    
    0
    
    
    
    0Nonvested at March 31, 2010
    
    
    2,182,500
    
    
    
    18.64
  (6) EARNINGS PER SHARE
   Three-Months Ended March 31,Basic earnings per share
    
    2010
    
    
    2009Net earnings attributable to Skechers U.S.A., Inc.
    
    $
    56,296
    
    
    $
    8,220Weighted average common shares outstanding
    
    
    46,781
    
    
    
    46,221Basic earnings per share attributable to Skechers U.S.A., Inc
    
    $
    1.20
    
    
    $
    0.18
 8




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Three-Months Ended March 31,Diluted earnings per share
    
    2010
    
    
    2009Net earnings attributable to Skechers U.S.A., Inc.
    
    $
    56,296
    
    
    $
    8,220Weighted average common shares outstanding
    
    
    46,781
    
    
    
    46,221Dilutive effect of stock options
    
    
    1,961
    
    
    
    246Weighted average common shares outstanding
    
    
    48,742
    
    
    
    46,467Diluted earnings per share attributable to Skechers U.S.A., Inc
    
    $
    1.15
    
    
    $
    0.18
  (7) INCOME TAXES
    (8) LINE OF CREDIT AND SHORT-TERM BORROWINGS
  9




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(9) LITIGATION
  (10) STOCKHOLDERS EQUITY
   Three-Months Ended March 31,2010
    
    
    2009Noncontrolling interest, January 1
    
    $
    3,448
    
    
    $
    3,199Net loss attributable to noncontrolling interest
    
    
    (173
    )
    
    
    (868
    )Foreign currency translation adjustment
    
    
    39
    
    
    
    (20
    )Capital contribution by noncontrolling interest
    
    
    0
    
    
    
    2,000Noncontrolling interest, March 31
    
    $
    3,314
    
    
    $
    4,311
 (11) SEGMENT AND GEOGRAPHIC REPORTING INFORMATION
  Three Months Ended March 31,2010
    
    
    2009Net salesDomestic wholesale
    
    $
    273,959
    
    
    $
    180,499International wholesale
    
    
    123,350
    
    
    
    99,551Retail
    
    
    87,241
    
    
    
    60,040E-commerce
    
    
    8,214
    
    
    
    3,380Total
    
    $
    492,764
    
    
    $
    343,470
 10




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Three Months Ended March 31,2010
    
    
    2009Gross marginsDomestic wholesale
    
    $
    123,340
    
    
    $
    56,507International wholesale
    
    
    53,986
    
    
    
    33,588Retail
    
    
    55,782
    
    
    
    33,572E-commerce
    
    
    4,310
    
    
    
    1,762Total
    
    $
    237,418
    
    
    $
    125,429March 31,
    
    
    December 31,2010


 2009Identifiable assetsDomestic wholesale
    
    $
    836,976
    
    
    $
    792,856International wholesale
    
    
    129,493
    
    
    
    111,941Retail
    
    
    94,166
    
    
    
    90,049E-commerce
    
    
    486
    
    
    
    706Total
    
    $
    1,061,121
    
    
    $
    995,552Three Months Ended March 31,2010
    
    
    2009Additions to property and equipmentDomestic wholesale
    
    $
    1,333
    
    
    $
    13,739International wholesale
    
    
    438
    
    
    
    1,493Retail
    
    
    4,878
    
    
    
    1,174Total
    
    $
    6,649
    
    
    $
    16,406Geographic Information:The following summarizes our operations in different geographic areas for the period indicated (in
thousands):Three Months Ended March 31,2010
    
    
    2009Net sales (1)United States
    
    $
    360,995
    
    
    $
    240,291Canada
    
    
    16,024
    
    
    
    9,393Other international (2)
    
    
    115,745
    
    
    
    93,786Total
    
    $
    492,764
    
    
    $
    343,470March 31,
    
    
    December 31,2010


    2009Long-lived assetsUnited States
    
    $
    161,591
    
    
    $
    160,444Canada
    
    
    816
    
    
    
    866Other international (2)
    
    
    11,665
    
    
    
    10,357Total
    
    $
    174,072
    
    
    $
    171,667
 
 (1)
    
    The Company has subsidiaries in Canada, United Kingdom, Germany, France, Spain, Italy,
Netherlands, Brazil, and Chile that generate net sales within those respective countries and
in some cases the neighboring regions. The Company has joint ventures in China, Hong Kong,
Malaysia, Singapore, and Thailand that generate net sales from those countries. The Company
also has a subsidiary in Switzerland that generates net sales from that country in addition to
net sales to our distributors located in numerous non-European countries. Net sales are
attributable to geographic regions based on the location of the Company subsidiary.(2)
    
    Other international consists of Switzerland, United Kingdom, Germany, France, Spain, Italy,
Netherlands, China, Hong Kong, Malaysia, Singapore, Thailand, Brazil and Chile. 11




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(12) BUSINESS AND CREDIT CONCENTRATIONS
     Three Months Ended March 31,2010
    
    
    2009Manufacturer #1
    
    
    31.8
    %
    
    
    21.0
    %Manufacturer #2
    
    
    12.3
    %
    
    
    10.5
    %Manufacturer #3
    
    
    11.0
    %
    
    
    9.6
    %Manufacturer #4
    
    
    9.3
    %
    
    
    9.3
    %Manufacturer #5
    
    
    4.7
    %
    
    
    7.2
    %69.1
    %
    
    
    57.6
    %
  (13) SUBSEQUENT EVENT
  12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    international, national and local general economic, political and market conditions
including the recent global economic slowdown and financial crisis;
    
    entry into the highly competitive performance footwear market;
    
    sustaining, managing and forecasting our costs and proper inventory levels;
    
    losing any significant customers, decreased demand by industry retailers and
cancellation of order commitments due to the lack of popularity of particular designs
and/or categories of our products;
    
    maintaining our brand image and intense competition among sellers of footwear for
consumers;
    
    anticipating, identifying, interpreting or forecasting changes in fashion trends,
consumer demand for the products and the various market factors described above;
    
    sales levels during the spring, back-to-school and holiday selling seasons; and
    
    other factors referenced or incorporated by reference in our companys annual report
on Form 10-K for the year ended December 31, 2009.
    13




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Three-Months Ended March 31,2010
    
    
    2009Percentage of revenues by segmentDomestic wholesale
    
    
    55.6
    %
    
    
    52.5
    %International wholesale
    
    
    25.0
    %
    
    
    29.0
    %Retail
    
    
    17.7
    %
    
    
    17.5
    %E-commerce
    
    
    1.7
    %
    
    
    1.0
    %Total
    
    
    100
    %
    
    
    100
    %
     Three-Months Ended March 31,2010
    
    
    2009Net sales
    
    $
    492,764
    
    
    
    100.0
    %
    
    $
    343,470
    
    
    
    100.0
    %Cost of sales
    
    
    255,346
    
    
    
    51.8
    
    
    
    218,041
    
    
    
    63.5Gross profit
    
    
    237,418
    
    
    
    48.2
    
    
    
    125,429
    
    
    
    36.5Royalty income
    
    
    385
    
    
    
    0.1
    
    
    
    272
    
    
    
    0.1237,803
    
    
    
    48.3
    
    
    
    125,701
    
    
    
    36.6Operating expenses:Selling
    
    
    34,309
    
    
    
    7.0
    
    
    
    21,510
    
    
    
    6.3General and administrative
    
    
    122,487
    
    
    
    24.9
    
    
    
    98,038
    
    
    
    28.5156,796
    
    
    
    31.9
    
    
    
    119,548
    
    
    
    34.8Earnings from operations
    
    
    81,007
    
    
    
    16.4
    
    
    
    6,153
    
    
    
    1.8Interest income
    
    
    1,428
    
    
    
    0.3
    
    
    
    706
    
    
    
    0.2Interest expense
    
    
    (715
    )
    
    
    (0.1
    )
    
    
    (42
    )
    
    
    0Other, net
    
    
    209
    
    
    
    0
    
    
    
    (218
    )
    
    
    (0.1
    )Earnings before income taxes
    
    
    81,929
    
    
    
    16.6
    
    
    
    6,599
    
    
    
    1.9Income tax expense (benefit)
    
    
    25,806
    
    
    
    5.2
    
    
    
    (753
    )
    
    
    (0.2
    )Net earnings
    
    
    56,123
    
    
    
    11.4
    
    
    
    7,352
    
    
    
    2.1Less: Net loss attributable to noncontrolling interests
    
    
    (173
    )
    
    
    0
    
    
    
    (868
    )
    
    
    (0.3
    )Net earnings attributable to Skechers U.S.A., Inc.
    
    $
    56,296
    
    
    
    11.4
    %
    
    $
    8,220
    
    
    
    2.4
    %
 14




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Net sales
      Gross profit
  15




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Selling expenses
   General and administrative expenses
   16




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Interest income
  Interest expense
  Income taxes
  Noncontrolling interests in net loss of consolidated subsidiaries
     17




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18




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Amendments to FASB
Interpretation No. 46(R)
 19




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ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   Interest rate fluctuations
 20




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Foreign exchange rate fluctuations
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
        21




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PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  We Depend Upon A Relatively Small Group Of Customers For A Large Portion Of Our Sales.
  We Rely On Independent Contract Manufacturers And, As A Result, Are Exposed To Potential
Disruptions In Product Supply.
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One Principal Stockholder Is Able To Exert Significant Influence Over All Matters Requiring A Vote
Of Our Stockholders And His Interests May Differ From The Interests Of Our Other Stockholders.
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ITEM 6.
    
    EXHIBITS
 ExhibitNumber
    
    Description10.1+
    
    Credit Agreement dated June 30, 2009, by and among the Registrant,
certain of its subsidiaries that are also borrowers under the Agreement,
and certain lenders including Wells Fargo Foothill, LLC, as co-lead
arranger and administrative agent, Bank of America, N.A., as syndication
agent, and Banc of America Securities LLC, as the other co-lead arranger.10.2+
    
    Amendment Number One to Credit Agreement dated November 5, 2009, by and
among the Registrant, certain of its subsidiaries that are also borrowers
under the Agreement, and certain lenders including Wells Fargo Foothill,
LLC, as co-lead arranger and administrative agent, Bank of America, N.A.,
as syndication agent, and Banc of America Securities LLC, as the other
co-lead arranger.10.3
    
    Amendment Number Two to Credit Agreement dated March 4, 2010, by and
among the Registrant, certain of its subsidiaries that are also borrowers
under the Agreement, and certain lenders including Wells Fargo Capital
Finance, LLC (formerly known as Wells Fargo Foothill, LLC), as co-lead
arranger and administrative agent, Bank of America, N.A., as syndication
agent, and Banc of America Securities LLC, as the other co-lead arranger.10.4
    
    Lease Agreement dated May 20, 2008 between Skechers EDC SPRL, a
subsidiary of the Registrant, and ProLogis Belgium III SPRL, regarding
ProLogis Park Liege Distribution Center II in Liege, Belgium.10.5
    
    Addendum to Lease Agreement dated May 20, 2008 between Skechers EDC SPRL,
a subsidiary of the Registrant, and ProLogis Belgium III SPRL, regarding
ProLogis Park Liege Distribution Center II in Liege, Belgium.10.6
    
    Amendment to Lease Agreement, dated December 18, 2009, between the
Registrant and HF Logistics I, LLC, regarding distribution facility in
Moreno Valley, California.10.7+
    
    Limited Liability Company Agreement dated January 30, 2010, between a
subsidiary of the Registrant and HF Logistics I, LLC, regarding the
ownership and management of the joint venture, HF Logistics-SKX, LLC, a
Delaware limited liability company.31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of the Chief Executive Officer and the Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ***
 
 +
    
    The Company has applied with the Secretary of the Securities and Exchange Commission for
confidential treatment of certain information pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934. The Company has filed separately with its application a copy of the exhibit including all
confidential portions, which may be made available for public inspection pending the Securities and
Exchange Commissions review of the application in accordance with Rule 24b-2.***
    
    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 of 1933, as amended, or the Exchange Act. 24




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SIGNATURES
  Date: May 10, 2010
    SKECHERS U.S.A., INC.By:
    /S/ DAVID WEINBERGDavid WeinbergChief Financial Officer 25