Securities Registration: Employee Benefit Plan (s-8)
May 31 2017 - 4:17PM
Edgar (US Regulatory)
As Filed with the Securities and Exchange Commission on May 31, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SKECHERS U.S.A., INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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95-4376145
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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228 Manhattan Beach Boulevard
Manhattan Beach, California
(Address of Principal Executive Offices)
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90266
(Zip Code)
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SKECHERS U.S.A., INC. 2017 INCENTIVE AWARD PLAN
SKECHERS U.S.A., INC. 2018 EMPLOYEE STOCK PURCHASE PLAN
(Full Titles of the Plans)
Robert
Greenberg
Chairman of the Board and Chief Executive Officer
Skechers U.S.A., Inc.
228 Manhattan Beach Boulevard
Manhattan Beach, California 90266
(Name and Address of Agent for Service)
(310)
318-3100
(Telephone Number, Including Area Code, of Agent for Service)
Copies to
Ted
Weitzman, Esq.
Associate General Counsel
Skechers U.S.A., Inc.
228 Manhattan Beach Boulevard
Manhattan Beach, California 90266
Telephone (310)
318-3100
Facsimile (310)
798-7961
Steven B. Stokdyk, Esq.
Maj Vaseghi, Esq.
Latham & Watkins LLP
335 South Grand Avenue
Los Angeles, California 90071
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See the definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2
of the Exchange Act. Check one:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Class A Common Stock, $.001 par value, to be issued
under 2017 Incentive Award Plan
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10,000,000
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$23.38
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$233,800,000
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$27,097.42
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Class A Common Stock, $.001 par value, to be issued
under the 2018 Employee Stock Purchase Plan
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5,000,000
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$23.38
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$116,900,000
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$13,548.71
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Total
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15,000,000
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$350,700,000
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$40,646.13
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Class A Common Stock which become
issuable under the plans covered by this Registration Statement by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of
outstanding shares of the Registrants Class A Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The offering price is based upon the average of the high and low prices
of the Class A Common Stock as reported on the New York Stock Exchange on May 23, 2017 as reported on the New York Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of this registration statement will be separately provided to the
Registrants employees, officers, directors and consultants as specified by Rule 428(b)(1) of the Securities Act. Such documents are not being filed with the United States Securities and Exchange Commission (the SEC) either as part
of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Skechers U.S.A., Inc. (the Registrant) with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (the Exchange Act), are hereby incorporated by reference in this registration statement:
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(a)
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The Registrants annual report on Form
10-K
for the fiscal year ended December 31, 2016 filed with the SEC on March 1, 2017, including information specifically
incorporated by reference therein from our definitive proxy statement on Schedule 14A filed with the SEC on May 1, 2017;
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(b)
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The Registrants quarterly report on Form
10-Q
for the quarter ended March 31, 2017 filed with the SEC on May 5, 2017;
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(c)
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The Registrants current report on Form
8-K
filed with the SEC on May 24, 2017, only to the extent filed and not furnished; and
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(d)
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The description of the Class A Common Stock contained in Registrants registration statement on Form
8-A
filed with the SEC on August 20, 1998, as amended by its
Form
8-A/A
filed with the SEC on May 3, 1999, including any amendment or report filed for the purpose of updating such description.
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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof
from the date of filing of such documents, except as to any portion of any future statement, report or document that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be a part of this registration statement from the date of filing of such document with the SEC until the information contained therein is superseded or updated by any subsequently filed document that is
incorporated by reference herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Under no circumstances will any information filed under
Items 2.02 or 7.01 of Form
8-K
be deemed incorporated herein by reference unless such Form
8-K
expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law, a corporation has the power to indemnify its directors and officers under
certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses, including attorneys fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he acted
in accordance with
II-1
the applicable standard of conduct set forth in such statutory provision. Article VIII of the Registrants Amended and Restated Certificate of Incorporation and Article VII of the
Registrants Bylaws, as amended, provide for indemnification of the Registrants directors, officers, employees, and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law, subject to the
authorization of the board of directors in the case of employees and agents. The Registrant has also entered into agreements with its directors and executive officers that will require the Registrant, among other things, to indemnify them against
certain liabilities that may arise by reason of their status or service as directors to the fullest extent not prohibited by law to the extent such costs or expenses are not covered by existing directors and officers insurance. The Registrant
carries director and officer liability insurance covering its directors and officers against liability asserted against or incurred by the person arising out of his or her capacity as a director or officer, including any liability for violations of
the Securities Act or the Exchange Act, subject to some exclusions and coverage limitations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
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Exhibit
Number
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Description of Exhibit
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5.1
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Opinion of Latham & Watkins LLP.
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23.1
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Consent of BDO USA, LLP.
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23.2
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Consent of Latham & Watkins LLP (contained in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page hereto).
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99.1
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Skechers U.S.A., Inc. 2017 Incentive Award Plan (1)
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99.2
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Skechers U.S.A., Inc. 2018 Employee Stock Purchase Plan (2)
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(1)
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Incorporated by reference to Appendix A of the Registrants definitive proxy statement filed on May 1, 2017.
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(2)
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Incorporated by reference to Appendix B of the Registrants definitive proxy statement filed on May 1, 2017.
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Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective
registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the registration statement.
Provided, however,
that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
II-2
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form
S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Manhattan
Beach, State of California, on May 31, 2017.
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SKECHERS U.S.A., INC.
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By:
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/s/ ROBERT GREENBERG
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Robert Greenberg
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Chairman of the Board and
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Greenberg, Michael
Greenberg and David Weinberg, and each of them, as his true and lawful
attorneys-in-fact
and agents, with full power of substitution for him in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of
them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of
the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Robert Greenberg
Robert Greenberg
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Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
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May 31, 2017
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/s/ Michael Greenberg
Michael Greenberg
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President and Director
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May 31, 2017
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/s/ David Weinberg
David Weinberg
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Executive Vice President, Chief Operating Officer Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
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May 31, 2017
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/s/ Jeffrey Greenberg
Jeffrey Greenberg
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Director
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May 31, 2017
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/s/ Geyer Kosinski
Geyer Kosinski
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Director
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May 31, 2017
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/s/ Morton D. Erlich
Morton D. Erlich
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Director
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May 31, 2017
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/s/ Richard Siskind
Richard Siskind
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Director
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May 31, 2017
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/s/ Thomas Walsh
Thomas Walsh
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Director
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May 31, 2017
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/s/ Rick Rappaport
Rick Rappaport
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Director
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May 31, 2017
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II-4
INDEX TO EXHIBITS
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Exhibit
Number
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Description of Exhibit
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5.1
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Opinion of Latham & Watkins LLP.
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23.1
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Consent of BDO USA, LLP.
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23.2
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Consent of Latham & Watkins LLP (contained in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page hereto).
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99.1
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Skechers U.S.A., Inc. 2017 Incentive Award Plan (1)
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99.2
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Skechers U.S.A., Inc. 2018 Employee Stock Purchase Plan (2)
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(1)
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Incorporated by reference to Appendix A of the Registrants definitive proxy statement filed with the SEC on May 1, 2017.
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(2)
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Incorporated by reference to Appendix B of the Registrants definitive proxy statement filed with the SEC on May 1, 2017.
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