~~* * *~~

~~PART I~~

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties we describe below and the other information ~~contained~~ in ~~our periodic reports~~this Annual Report on Form 10-K before deciding to invest in, sell or retain shares of our common stock. These are not the only risks and uncertainties that we face. Other sections of this report may discuss factors that could adversely affect our business. ~~The retail~~Our industry is highly competitive and subject to rapid change. There may be additional risks and uncertainties that we do not currently know about, or that we currently believe are immaterial, or that we have not predicted, which may also harm our business or adversely affect us. If any of these risks or uncertainties actually occurs, our business, financial condition, results of operations and liquidity could be materially harmed.

COVID-19 RISKS

Our ability to maintain adequate liquidity when negatively impacted by unforeseen events such as an epidemic or pandemic such as COVID-19, which may cause disruption to our business operations and temporary closure of Company-operated and wholesale partner retail stores, resulting in a significant reduction in revenue for an indeterminable period of time.

~~Risks Related~~In December 2019, COVID-19 emerged and spread worldwide. The World Health Organization declared COVID-19 a pandemic in March 2020, resulting in federal, state and local governments and private entities mandating various restrictions, including the closure of non-essential businesses, travel restrictions, restrictions on public gatherings, stay-at-home orders and advisories and quarantining of people who may have been exposed to the~~Industry~~ virus. After closely monitoring and taking into consideration the guidance from federal, state and local governments, in ~~which~~March 2020, we temporarily closed all of our stores and our corporate offices in the ~~Company Operates~~U.S. and the vast majority of our stores and offices globally. As of August 2020, the vast majority of our stores and corporate offices in the U.S. and globally reopened. In the fourth quarter 2020, we had to re-close one-third of our stores, and currently almost all our stores are open again. However, there can be no assurance that our stores or offices will continue to remain open if there is a subsequent surge in COVID-19 cases or national or local governments institute lock-down or other restrictive measures where we manufacture or sell our products. These and other similar factors have had and may continue to have a material adverse impact on our business, results of operations, financial position and cash flow.

~~Constantly Changing Fashion Trends~~INDUSTRY RISKS

The fashion footwear, accessories and ~~Consumer Demands.~~ apparel industry is subject to rapid changes in consumer preferences. If we do not accurately anticipate fashion trends and promptly respond to consumer demand, we could lose sales, our relationships with customers could be harmed and our brand loyalty could be diminished.

The strength of our brands and our success depends in significant part upon our ability to anticipate and promptly respond to product and fashion trends as well as to anticipate, gauge and react to changing consumer demands in a timely manner. There can be no assurance that our products will correspond to the changes in taste and demand or that we will be able to successfully advertise and market products that respond to ~~such trends.~~trends and customer preferences. If we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities as to others. In addition, misjudgments in merchandise selection could adversely affect our image with our customers resulting in lower sales and increased markdown allowances for customers, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Intense Fashion Industry Competition~~. We face intense competition from both established companies and newer entrants into the market. Our failure to compete effectively could cause our market share to decline, which could harm our reputation and have a material adverse impact on our financial condition, results of operations and liquidity.

The fashion footwear, accessories and ~~accessories~~apparel industry is highly competitive and barriers to entry are low. Our competitors include specialty companies as well as companies with diversified product lines. ~~The recent market~~Market growth in the sales of fashion footwear, accessories and ~~accessories~~apparel has encouraged the entry of many new competitors and increased competition from established companies. Many of these competitors, including ~~Nine West, Guess?,~~Aldo, Sam Edelman, Jessica Simpson, ~~Ugg~~Lucky Brand and ~~Aldo,~~Vince Camuto, may have significantly greater financial and other resources than we do, and there can be no assurance that we will be able to compete successfully with these and other fashion footwear, accessories and ~~accessories~~apparel companies. Increased competition could result in pricing pressures, increased marketing expenditures and loss of market share and could have a material adverse effect on our business, financial condition, results of operations and liquidity. ~~We believe effective advertising~~

If we and ~~marketing, favorable branding~~the retailers that are our customers are unable to adapt to recent and anticipated changes in the retail industry, the sales of Steve Madden® and our other trademarks, fashionable styling, high quality, competitive pricing and value are the most important competitive factors. We plan to continue to focus on these elements as we develop new products and businesses. Our inability to effectively advertise and market our products ~~and respond to customer preferences~~may decline, which could have a material adverse effect on our ~~business,~~ financial condition, results of operations and liquidity.

~~Cyclical Nature of the Fashion Industry~~.The overall fashion industry is cyclical, and purchasing tends to decline during recessionary periods when disposable income is low. Likewise, purchases of contemporary shoes and accessories tend to decline during recessionary periods and also may decline at other times. There can be no assurance that we will be able to grow or even maintain our current level of revenues and earnings, or remain profitable in the future. Slow growth in the international, national or regional economies and uncertainties regarding future economic prospects, among other things, could affect consumer spending habits. The volatility and disruption of global economic and financial market conditions that began in 2008 has caused lingering declines in consumer confidence and spending in the United States and internationally. A further deterioration or a continued weakness of economic and financial market conditions for an extended period of time could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~A Rapidly Changing Retail Industry~~.In recent years, the retail industry has experienced consolidation and other ownership changes. In the future, retailers in the United States and in foreign markets may further consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the number of stores that carry our ~~products~~ or our licensees’ products or increase the ownership concentration within the retail industry. Changing shopping patterns, including the rapid expansion of online retail shopping and the effect of the COVID-19 pandemic, have adversely affected customer traffic in mall and outlet centers, particularly in North America. We expect competition in the e-commerce market will intensify. As a greater portion of consumer expenditures with retailers occurs online and through mobile commerce applications, our brick-and-mortar retail customers who fail to successfully integrate their physical retail stores and digital retail may experience financial difficulties, including store closures, bankruptcies or liquidations. A continuation or worsening of these trends could cause financial difficulties for one or more of our major customers, which, in turn, could substantially increase our credit risk and have a material adverse effect on our results of operations, financial condition and cash flows. We have little or no control over how our customers will respond to the challenges posed by these changes in the retail industry. Our ~~future~~ success will be determined, in part, on our and our customers’ ability to manage the impact of the rapidly changing retail environment and identify and capitalize on retail trends, including technology, e-commerce and other process efficiencies that will better service our customers. If we and our customers fail to compete successfully, our businesses, market share, results of operations and financial condition ~~will~~could be materially and adversely affected. While such changes in the retail industry themselves to date have not had a material adverse effect on our business or financial condition, results of operations and liquidity, there can be no assurance as to the future effect of any such changes.

~~Economic Uncertainty~~. ~~Our opportunities for long-term growth~~RISKS RELATING TO OUR COMPANY

The loss of Steve Madden, our founder and ~~profitability are accompanied by significant challenges~~Creative and ~~risks, particularly in the near term. Specifically, our business is dependent on consumer demand for our products and the purchase~~Design Chief, or members of our products by consumers is largely discretionary. We believe that declining consumer confidence accompanied with the tightening of credit standards, higher energy and food prices and unemployment rates and a decrease in consumers' disposable income has negatively impacted the level of consumer spending for discretionary items during the years ended December 31, 2017, 2016 and 2015. In addition, economic factors such as inflation, higher labor costs, increased transportation costs and

higher healthcare and insurance costs may increase our costs of sales and operating expenses. Changes in economic conditions may have a negative effect on the Company's sales and results of operations during the year ending December 31, 2018 and thereafter.

~~Legal, Regulatory and Political Risks of a Global Economy.~~ ~~As a~~result of our large and growing international operations, we are subject to risks associated with our operations in international markets as a result of a number of factors, many of which are beyond our control. These risks include, among other things:

~~the challenge of managing broadly dispersed foreign operations;~~

~~inflationary pressures and economic changes or volatilities in foreign economies;~~

~~the burdens of complying with the laws and regulations of the U.S. and foreign nations;~~

~~additional or increased customs duties, tariffs, taxes and other charges on imports or exports;~~

~~political corruption or instability;~~

~~geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war;~~

~~local business practices that do not conform to legal or ethical guidelines;~~

~~anti-American sentiment in foreign countries in which we operate;~~

~~delays in receipts of our products at our distribution centers due to labor unrest, increasing security requirements or other factors at U.S. or other ports;~~

~~significant fluctuations in the value of the dollar against foreign currencies;~~

~~increased difficulty in protecting our intellectual property in foreign nations;~~

~~restrictions on the transfer of funds between the U.S. and foreign nations; and~~

~~natural disasters in areas in which our businesses, customers, suppliers and licensees are located.~~

All of these factors could disrupt or limit the countries in which we sell or source our products or significantly increase the cost of operating in or obtaining materials originating from certain countries, result in decreased revenues and could materially and adversely affect our product sales, financial condition and results of operations.

Following the November 2016 U.S. election, the leaders of the U.S. government have increasingly focused on efforts to discourage U.S. corporations from outsourcing manufacturing and production activities to foreign jurisdictions, including through the possibility of imposing tariffs or penalties on goods manufactured outside the United States to attempt to discourage these practices. Changes in tax policy or trade regulations, such as the recently passed Tax Cuts and Jobs Act in the United States, material modifications or withdrawal from existing trade agreements, including the United States’ withdrawal from or significant renegotiation of the North America Free Trade Agreement (NAFTA), the disallowance of tax deductions on imported merchandise, or the imposition of new tariffs on imported products, could necessitate changes in the way we conduct business, including our product sourcing operations, and have a material adverse effect on our business and results of operations.

In June 2016, voters in the United Kingdom approved an advisory referendum, commonly referred to as “Brexit”, to withdraw from the European Union. Brexit has created political and economic uncertainty, particularly in the United Kingdom and the European Union, that may endure for years. The withdrawal of the United Kingdom from the European Union could significantly disrupt the free movement of goods, services, and people between the United Kingdom and the European Union, and increase legal and regulatory complexities, all of which could lead to higher costs of conducting business in Europe. Brexit could also encourage similar referendums in other European countries in which we do business. The terms of the United Kingdom's withdrawal from the European Union are uncertain. Its consequences could adversely impact consumer and investor confidence, and the level of consumer purchases of discretionary items and retail products, including our products. All of these factors could materially adversely affect our business, results of operations, and financial condition.

We are subject to the U.S. Foreign Corrupt Practices Act, which generally prohibits the payment of bribes to foreign officials to assist in obtaining or retaining business. We are also subject to anti-corruption laws of the foreign countries in which we operate. Although we have implemented policies and procedures that are designed to promote compliance with such laws, our employees, contractors and agents may take actions that violate our policies and procedures. Any such violation could result in sanctions or other penalties against the Company and have an adverse effect on our business, reputation and operating results.

~~Changes in Tax Laws Could Have an Adverse Effect Upon Our Financial Results.~~ We are subject to income tax requirements in various jurisdictions in the United States and internationally. Legislation or other changes in the tax laws of the jurisdictions where we do business could increase our liability and adversely affect our after-tax profitability. In the United States, the Tax Cuts and Jobs Act, which was enacted on December 22, 2017, could have a significant impact on our effective tax rate, net deferred tax assets and cash tax expenses. Among other things, the Tax Cuts and Jobs Act reduces the U.S. corporate statutory tax rate, eliminates or limits deduction of several expenses which were previously deductible, requires a minimum tax on earnings generated by foreign subsidiaries, imposes a mandatory deemed repatriation tax on undistributed historic earnings of foreign

subsidiaries and permits a tax-free repatriation of foreign earnings through a dividends-received deduction. We are currently evaluating the overall impact of the Tax Cuts and Jobs Act on our effective tax rate and balance sheet, but expect that the impact may be significant for our fiscal year 2018 and future periods.

Other jurisdictions are contemplating changes or have unpredictable enforcement activity. Increases in applicable tax rates, implementation of new taxes, changes in applicable tax laws and interpretations of these tax laws and actions by tax authorities in jurisdictions in which we operate could reduce our after tax income and have an adverse effect on our results of operations.

~~We May Be Subject to Additional Tax Liabilities as a Result of Audits by Various Taxing Authorities.~~ We are subject to the tax laws and regulations of numerous jurisdictions as a result of our international operations. These tax laws and regulations are highly complex and significant judgment and specialized expertise is required in evaluating and estimating our worldwide provision for income taxes. We are subject to audit by the taxing authorities in each jurisdiction where we conduct our business., and any one of these jurisdictions may assess additional taxes against us as a result of an audit. Although we believe our tax estimates are reasonable, and we undertake to prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits, and any related litigation, could be materially different from our estimates or from our historical tax provisions and accruals. The outcome of any audit or audit-related litigationexecutive management team could have a material adverse effect on our operating results or cash flows in the periods for which that determination is made, and may require a restatement of prior financial reports. In addition, future period earnings may be adversely impacted by litigation costs, settlement payments or interest or penalty assessments.business.

~~Risks Related to Our Business~~

~~Dependence on Key Personnel.~~The growth and success of our Company since its inception more than a quarter century ago is attributable, to a significant degree, to the talents, skills and efforts of our founder and Creative and Design Chief, Steven Madden. An extended or permanent loss of the services of Mr. Madden could severely disrupt our business and have a material adverse effect on ~~the~~our Company. ~~In addition to Mr. Madden, the Company depends~~We also depend on the contributions of the members of our senior management team. Our senior executives have substantial experience and expertise in our business and industry and have made significant contributions to our growth and ~~success as well.~~success. Competition for executive talent in the ~~apparel,~~fashion footwear, accessories and ~~accessories~~apparel industries is intense. While our employment agreements with Mr. Madden and most of our senior executives include a non-compete provision in the event of the termination of employment, the non-compete periods are of limited ~~duration.~~duration and scope. Although we believe we have depth within our senior management team, if we were to lose the services of ~~our Creative and Design Chief~~Mr. Madden or any of our senior executives, and especially if any of these individuals were to join a competitor or form a competing company, our business and financial performance could be seriously harmed. A loss of the skills, industry knowledge, contacts and expertise of ~~our Creative and Design Chief~~Mr. Madden or any of our senior executives could cause a setback to our operating plan and strategy.

~~Dependence Upon Significant Customers~~. Our customers consist principally of better department stores, major department stores, mid-tier department stores, specialty stores, luxury retailers, value priced retailers, national chains, mass merchants and catalog retailers. Certain of our department store customers, including some under common ownership, account for significant portions of our wholesale business. We generally enter into a number of purchase order commitments with our customers for each of our lines every season and do not enter into long-term agreements with any of our customers. Therefore, a decision by a significant customer, whether motivated by competitive conditions, financial difficulties or otherwise, to decrease the amount of merchandise purchased from us or to change its manner of doing business could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Risks Associated with Extending Credit to Customers.~~ We sell our products primarily to retail stores across the United States and extend credit based on an evaluation of each customer's financial condition, usually without collateral. Various retailers, including some of our customers, have experienced financial difficulties, which has increased the risk of extending credit to such retailers. However, our losses due to bad debts have been limited. Pursuant to the terms of our collection agency agreement, our factor, Rosenthal & Rosenthal, Inc., currently assumes the credit risk related to approximately 84% of our trade accounts receivable. In addition, we have letters of credit for approximately 3% of our trade accounts receivable. Still, if any of our customers experience a shortage of liquidity, the risk that the customer's outstanding payables to us would not be paid could cause us to curtail business with the customer or require us to assume more credit risk relating to the customer's account payable.

~~Risks Associated with Expansion of Retail Business~~. ~~Our continued growth depends to a significant degree on whether~~If we are not successful in further developing and marketing our brands, and creating new brands, product categories and businesses that are appealing to our customers. The operation of company-owned Steve Madden, Steven and Superga stores and outlets is a significant part ofimplementing our growth ~~strategy. During the year ended December 31, 2017,~~strategy or integrating acquired businesses, we ~~opened 13 new full price stores, six new outlet stores and closed two full price stores in the United States. We have plans to open 11 to 13 new retail stores and close 8 to~~

10 locations in 2018. Our future expansion plan includes the opening of stores in new geographic markets as well as strengthening existing markets. New store openings involve substantial investments. New markets have in the past presented, and will continue to present, competitive and merchandising challenges that are different from those faced by us in our existing markets. There can be no assurance that we willmay not be able to ~~open new stores,~~take advantage of certain market opportunities and ~~if opened, that such new stores will be able to achieve sales and profitability levels consistent with management's expectations.~~ may become less competitive.

Our ~~retail expansion is dependent on the performance of our wholesale and retail operations, generally, as well as on a number of other factors, including our ability to:~~

~~locate and obtain favorable store sites;~~

~~negotiate favorable lease terms;~~

~~hire, train and retain competent store personnel;~~

~~anticipate the preferences of our retail customers in new geographic areas;~~

~~successfully integrate new stores into our existing operations.~~

Past comparable store sales results may not be indicative of future results and there can be no assurance that our comparable store sales results will increase or even be maintained in the future. Also, as we expand the number of our retail stores, we run the risk that our wholesale customers will perceive that we are increasingly competing directly with them, which may lead them to reduce or terminate purchases of our products.

~~Management of Growth~~. ~~The size of our~~ business ~~continues to grow~~has grown organically and as a result of business acquisitions. In order to gain from our acquisitions, we must be effective in integrating the businesses acquired into our overall operations. Further, the expansion of our operations has increased and will continue to increase the demand on our managerial, operational and administrative resources. In recent years, we have invested significant resources in, among other things, our management information systems and hiring and training of new personnel. However, in order to manage currently anticipated levels of future demand, we may be required to, among other things, expand our distribution facilities, establish relationships with new manufacturers to produce our ~~product,~~products and continue to expand and improve our financial, management and operating systems. We may experience difficulty integrating acquired businesses into our operations and may not achieve anticipated synergies from such integration. There can be no assurance that we will be able to manage future growth effectively and a failure to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity.

If one or more of our significant customers were to reduce or stop purchases of our products, our sales and profits could decline.

The retailers that are our customers consist principally of better department stores, major department stores, mid-tier department stores, specialty stores, luxury retailers, value priced retailers, national chains, mass merchants, and pure-play e-commerce retailers. Certain of our department store customers, including some under common ownership, account for significant portions of our wholesale business. We generally enter into a number of purchase order commitments with our customers for each of our lines every season and do not enter into long-term agreements with any of our customers. Therefore, a decision by a significant customer, whether motivated by competitive conditions, financial difficulties or otherwise, to decrease the amount of merchandise purchased from us or to change its manner of doing business could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our financial results are subject to quarterly fluctuations.

Our results of operations may fluctuate from quarter to quarter and are affected by a variety of factors, including:

•the timing of larger shipments of products;

•market acceptance of our products;

•the mix, pricing and presentation of the products offered and sold;

•the hiring and training of additional personnel;

•inventory write downs for obsolescence;

•the cost of materials;

•the product mix between wholesale, retail and licensing businesses;

•the incurrence of other operating costs;

•factors beyond our control, such as general economic conditions, declines in consumer confidence and actions of competitors;

•the timing of holidays; and

•weather conditions.

In addition, we expect that our sales and operating results may be significantly impacted by the opening of new retail stores and the introduction of new products. Accordingly, the results of operations in any quarter will not necessarily be indicative of the results that may be achieved for a full fiscal year or any future quarter.

Extreme or unseasonable weather conditions in locations where we or our customers and suppliers are located could adversely affect our business.

Our corporate headquarters and principal operational locations, including retail, distribution and warehousing facilities, may be subject to natural disasters and other severe weather and geological events that could disrupt our operations. The occurrence of such natural events may result in sudden disruptions in business conditions of the local economies affected, as well as of the regional and global economies. Such disruptions may result in decreased demand for our products and disruptions in our management functions, sales channels and manufacturing and distribution networks, which could have a material adverse effect on our business, financial condition and results of operations. Extreme weather events and changes in weather patterns can also influence customer trends and shopping habits. Extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season may diminish demand for our seasonal merchandise. Heavy snowfall, hurricanes or other severe weather events where our retail stores and the retail stores of our wholesale customers are located may decrease customer traffic in those stores and reduce our sales and profitability. If severe weather events force closure of or disrupt operations at the distribution centers we use for our merchandise, we could incur higher costs and experience longer lead times to distribute our products to our retail stores, wholesale customers or e-commerce customers. If prolonged, such extreme or unseasonable weather conditions could adversely affect our business, financial condition and results of operations.

We extend credit to most of our customers in the United States, and their failure to pay for products shipped to them could adversely affect our financial results.

We sell our products primarily to retail stores across the United States and extend credit based on an evaluation of each customer's financial condition, usually without collateral. Various retailers, including some of our customers, have experienced financial difficulties, which has increased the risk of extending credit to such retailers. Even though we seek to mitigate the risks of extending credit by factoring most of our accounts receivable and obtaining letters of credit for others, if any of our customers were to experience a shortage of liquidity, the risk that the customer's outstanding payables to us would not be paid

could cause us to curtail business with the customer or require us to assume more credit risk relating to the customer's accounts payable.

Our stock price may fluctuate substantially if our operating results are inconsistent with our forecasts or those of analysts who follow us.

The trading price of our common stock periodically may rise or fall based on the accuracy of forecasts of our future performance. One of our primary business objectives is to maximize the long-term strength, growth and profitability of our Company, rather than to achieve an earnings target in any particular fiscal quarter. We believe that this longer-term goal is in our best interests and those of our stockholders. Although we have temporarily suspended offering guidance as to our quarterly and annual forecast of net sales and earnings, we recognize that it may be helpful to our stockholders and potential investors to provide such guidance in the future. In that case, we will endeavor to provide meaningful and considered guidance at the time it is provided and generally expect to provide updates to our guidance when we report our quarterly results. However, our actual results may differ from our forecasts as the guidance is based on assumptions and expectations that may or may not come to pass. As such, we assume no responsibility to update any of our forward-looking statements at such times or otherwise. If and when we announce actual results that differ from those that we have forecast, the market price of our common stock could be adversely affected. Investors who rely on these forecasts in making investment decisions with respect to our common stock do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in the price of our common stock.

In addition, outside securities analysts may follow our financial results and issue reports that discuss our historical financial results and their predictions of our future performance. These analysts' predictions are based upon their own opinions and are often different from our own forecasts. Our stock price could decline if our results are below the estimates or expectations of these outside analysts.

FOREIGN SOURCING RISKS

Disruptions to ~~Product Delivery Systems~~our product delivery systems and ~~Associated Inventory Management Issues.~~ ~~A majority~~failure to effectively manage inventory based on business trends across various distribution channels could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Most of our products for U.S. distribution are shipped to us via ocean freight carriers to ports primarily in California, and to a lesser extent in New Jersey and ~~Texas with the greatest reliance on California ports.~~Texas. The trend-focused nature of the fashion industry and the rapid changes in customer preferences leave us vulnerable to the risk of inventory obsolescence. Our reliance upon ocean freight transportation for the delivery of our inventory exposes us to various inherent risks, including port workers’ union disputes and associated strikes, work slow-downs and ~~work~~ stoppages, severe weather conditions, natural disasters, and terrorism, any of which could result in delivery delays and inefficiencies, increase our costs and disrupt our business. Any severe and prolonged disruption to ocean freight transportation could force us to use alternate and more expensive transportation systems. ~~For example, during the California port workers' dispute in 2014, we were forced to re-route our merchandise by air transit.~~ Efficient and timely inventory deliveries and proper inventory management are important factors in our operations. Inventory shortages can adversely affect the timing of shipments to customers and diminish sales and brand loyalty. Conversely, excess inventories can result in lower gross margins due to the excessive discounts and markdowns that may be necessary to reduce high inventory levels. Severe and extended delays in the delivery of our inventory or our inability to effectively manage our inventory could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our foreign manufacturers’ inability to produce our goods in a timely manner or to meet our quality standards could adversely affect our financial results and harm our brands’ reputation.

We do not own or operate any foreign manufacturing facilities and, therefore, are dependent upon third parties to manufacture most of our products. The risks inherent in reliance on foreign manufacturing include work stoppages, transportation delays, public health emergencies, social unrest, changes in local economic conditions, and political upheavals. During 2020, 78% of our total purchases were from China. In the first quarter of 2020, China experienced a public health emergency due to the spread of COVID-19, and manufacturing facilities that produce our products were initially shut down and then resumed at limited capacity. Subsequently, COVID-19 became a world-wide pandemic, affecting all of our foreign manufacturing facilities. Due to a resurgence of the COVID-19 virus, some of those facilities have shut down entirely and others are operating at limited capacity. We cannot accurately predict when and whether those manufacturers will return to full capacity or the extent to which the COVID-19 pandemic will have short- or long-term adverse effects on the ability of manufacturers in China and other countries to produce our products. The inability of Chinese or other manufacturers to ship orders of our products in a timely manner or to meet our quality standards could cause us to miss the delivery date requirements of our customers for those items. Such failures could result in the cancellation of orders, customers’ refusal to accept deliveries,

a reduction in purchase prices, and ultimately, termination of a customer relationship, any of which could have a material adverse effect on our business, financial condition, results of operations and liquidity. In that case, we may be required to seek alternative sources of materials or products. Although we believe that we can manage our exposure to these risks, we cannot be certain that we will be able to identify such alternative materials or sources without delay or without greater cost to us. Our inability to identify and secure alternative sources of supply in this situation could have a material adverse effect on our ability to satisfy customer orders.

Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could have a material adverse effect on our business and results of operations.

Our operations are dependent upon products purchased, manufactured and sold internationally. Our sources of supply are subject to the usual risks of doing business abroad, such as the implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping measures, quotas, safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world, political instability and terrorism. In 2018 and 2019, the United States government imposed significant tariffs and created the potential for significant additional changes in trade policies, including tariffs and government regulations affecting trade between the United States and countries where we purchase, manufacture and sell our products. These trends are affecting many global manufacturing and service sectors, including the footwear, accessories and apparel industries, and may cause us to face trade protectionism in many different regions of the world. These protectionist measures could result in increases in the cost of our products and adversely affect our sales and profitability.

Effective September 24, 2018, the United States government imposed additional tariffs on approximately $200 billion of goods imported from China. The additional tariffs on Chinese imports were initially set at a level of 10% and were increased to 25% in May 2019. This initial round of tariffs applied to handbags and certain other accessories that we produce. In August 2019, the United States government announced a second round of tariffs set at a level of 15% on approximately $300 billion of goods imported from China, including footwear, apparel and certain other accessories that we produce. The second round of tariffs became effective on September 1, 2019, for a portion of the covered products that we produce. Tariffs for the remaining covered products that we produce were scheduled to become effective on December 15, 2019, but were suspended indefinitely as part of the phase I trade agreement between the United States and China that was signed on January 15, 2020. In addition, as of February 14, 2020, the 15% tariff that was implemented on September 1, 2019 was reduced to 7.5%. China has already imposed retaliatory tariffs on a wide range of American products in response to these tariffs. Most of the products that we sell in the United States have been manufactured in China. The negative impact in gross margin in our wholesale business in the fourth quarter of 2018 and throughout 2019 was due, in part, to the impact of the 25% tariff on handbags and certain other accessory categories as well as the 15% tariff on footwear, apparel, and other accessory categories. Our efforts to mitigate the impact of these tariffs may not be successful, and the continued imposition of tariffs on products that we import from China could have a material adverse effect on our business and results of operations.

On December 31, 2020, the Generalized System of Preferences ("GSP") expired. GSP is a trade program that provides nonreciprocal, duty-free treatment for certain U.S. imports (including handbags) from qualifying developing countries including Cambodia, Myanmar, Thailand, Indonesia, Sri Lanka, the Philippines, and Pakistan, among others. We currently manufacture handbags in GSP countries, primarily Cambodia. The additional tariff to be paid on such products ranges from 3.3% to 17.6%. GSP has historically been renewed, despite lapsing several times, and upon renewal has been retroactive in nature. There is a current debate in Congress as to whether reauthorize the program “as is” or revise GSP eligibility criteria to include environmental and labor conditions. If GSP is not renewed and our efforts to mitigate the impact of this additional tariff are not successful, the imposition of tariffs on handbags that we manufacture in related countries could have a material adverse effect on our business and results of operations.

If our manufacturers, the manufacturers used by our licensees or our licensees themselves fail to use acceptable labor practices or to otherwise comply with local laws and other standards, our business could suffer.

Our products are manufactured by numerous independent manufacturers outside of the United States. We also have license agreements that permit our licensees to manufacture or contract to manufacture products using our trademarks. We impose, and require our licensees to impose, on these manufacturers environmental, health and safety standards for the benefit of their labor force. In addition, we require these manufacturers to comply with applicable standards for product safety. However, we do not control our independent manufacturers or licensing partners or their labor, product safety and other business practices. From time to time, our independent manufacturers may not comply with such standards or applicable local law or our licensees may not require their manufacturers to comply with such standards or applicable local law. The violation of such standards and laws by one of our independent manufacturers or by one of our licensing partners, or the divergence of a manufacturer's or a licensing partner's labor practices from those generally accepted as ethical in the United States, could harm our reputation, result in a product recall or require us to curtail our relationship with and locate a replacement for such

manufacturer. We could also be the focus of adverse publicity and our reputation could be damaged. Any of these events could have a material adverse effect on our business, financial condition, results of operations and liquidity.

GLOBAL BUSINESS RISKS

Our global operations expose us to a variety of legal, regulatory, political and economic risks that may adversely impact our results of operations in certain regions.

As aresult of our international operations, we are subject to risks associated with our operations in international markets as a result of a number of factors, many of which are beyond our control. These risks include, among other things:

•the challenge of managing broadly dispersed foreign operations;

•inflationary pressures and economic changes or volatility in foreign economies;

•the burdens of complying with the laws and regulations of both U.S. and foreign jurisdictions;

•additional or increased customs duties, tariffs, taxes and other charges on imports or exports;

•political corruption or instability;

•geopolitical regional conflicts, terrorist activity, political unrest, civil strife and acts of war;

•local business practices that do not conform to U.S. legal or ethical guidelines;

•anti-American sentiment in foreign countries in which we operate;

•delays in receipts of our products at our distribution centers due to labor unrest, increasing security requirements or other factors at U.S. or foreign ports;

•significant fluctuations in the value of the dollar against foreign currencies;

•increased difficulty in protecting our intellectual property in foreign jurisdictions;

•restrictions on the transfer of funds between the U.S. and foreign nations; and

•natural disasters or health epidemics in areas in which our businesses, customers, suppliers and licensees are located.

All of these factors could disrupt our operations or limit the countries in which we sell or source our products, significantly increase the cost of operating in or obtaining materials originating from certain countries, result in decreased revenues, and materially and adversely affect our product sales, financial condition and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act, which prohibits the payment of bribes to foreign officials to assist in obtaining or retaining business. We are also subject to anti-corruption laws of the foreign countries in which we operate. Although we have implemented policies and procedures that are designed to promote compliance with such laws, our employees, contractors and agents may take actions that violate our policies and procedures. Any such violation could result in sanctions or other penalties against us and have an adverse effect on our business, reputation and operating results.

Our business is exposed to foreign exchange rate fluctuations.

We make most of our purchases in U.S. dollars. However, we source substantially all of our products overseas, and as such, the cost of these products may be affected by changes in the value of the relevant currencies against the U.S. dollar. Changes in currency exchange rates may also affect the relative prices at which we and our foreign competitors sell products in the same market. We use forward foreign exchange contracts to hedge material exposure to adverse changes in foreign exchange rates. However, no hedging strategy can completely insulate us from foreign exchange risk. We are also exposed to gains and losses resulting from the effect that fluctuations in foreign currency exchange rates have on the reported results in our financial statements due to the translation of operating results and financial position of our foreign subsidiaries. There can be no assurance that foreign currency fluctuations will not have a material adverse effect on our business, financial condition, results of operations and liquidity.

We may be subject to additional tax liabilities as a result of audits by various taxing authorities.

We are subject to the tax laws and regulations of numerous jurisdictions as a result of our international operations. These tax laws and regulations are highly complex and significant judgment and specialized expertise is required in evaluating and estimating our worldwide provision for income taxes. We are subject to audit by the taxing authorities in each jurisdiction where we conduct our business and any one of these jurisdictions may assess additional taxes against us as a result of an audit. The final determination with respect to any tax audits, and any related litigation, could be different from our estimates or from our historical tax provisions and accruals. The outcome of any audit or audit-related litigation could have a material adverse effect on our operating results or cash flows in the periods for which that determination is made and may require a restatement of prior financial reports. In addition, future period earnings may be adversely impacted by litigation costs, settlement payments or interest or penalty assessments.

INFORMATION TECHNOLOGY RISKS

Disruption of ~~Information Technology Systems~~our information technology systems and ~~Websites.~~websites could adversely affect our financial results and our business reputation.

We are heavily dependent upon our information technology systems to record and process transactions and manage and operate all aspects of our business ranging from product design and testing, production, forecasting, ordering, transportation, sales and distribution, invoicing and accounts receivable management, quick response replenishment, point of sale support and financial management reporting functions. In addition, webusiness. We also have e-commerce ~~websites.~~ websites for direct retail sales.

Given the nature of our business and the significant number of transactions in which we engage ~~on an annual basis,~~annually, it is essential that we maintain constant operation of our information technology systems and websites and that ~~these systems and our websites~~they operate effectively. We depend on our in-house information technology employees and ~~third-parties~~third parties, including “cloud” service providers, to maintain and periodically update ~~and/or~~and upgrade ~~these~~our systems and ~~our~~ websites to support the growth of our business. We also maintain an off-site server data facility that records and processes information regarding our vendors and customers and their transactions with us. Our internal cybersecurity controls and systems are audited on an annual basis to ensure they are working effectively. External security testing is also conducted annually on our stores, corporate locations and e-commerce sites. Issues noted during audit or testing are remediated and subsequently retested to ensure proper closure. We are also audited both internally and externally to maintain compliance with the Sarbanes-Oxley Act, PCI-DSS, GDPR and CCPA. In addition, security training is conducted annually for our employees via a recognized market leading platform for Security Awareness and Training Solutions. Email Phishing campaigns are also conducted via this platform by the Information Security team throughout the year. A cyber security awareness campaign is launched each October in conjunction with Cyber Security Awareness Month. Despite our preventative efforts, our information technology systems and websites may, from time to time, be vulnerable to damage or interruption from events such as computer viruses, security breaches, power outages and difficulties in replacing or integrating the systems of acquired businesses, computer viruses, security breaches and power outages. Cybersecurity attacks are becoming increasingly sophisticated and run the gamut from malicious software and ransomware to electronic security breaches to corruption of data and beyond. We are continually evaluating, improving and upgrading our information technology systems and websites in an effort to address these concerns.businesses. Any such problems or interruptions could result in loss of valuable business data, our customers' or employees' personal

information, disruption of our operations and other adverse impacts to our business and require significant expenditures by us to remediate any such failure, problem or breach. In addition, we must comply with increasingly complex regulatory standards enacted to protect business and personal data and an inability to maintain compliance with these regulatory standards could subject us to legal risks and penalties.

We maintain $40 million of network-security insurance coverage, above a $250,000 deductible. This coverage and certain other insurance coverage may reduce our exposure to electronic data theft and sabotage. While Although we maintain ~~other~~ insurance coverage aimed at addressing certain of these ~~other~~ risks, there can be no assurance that ~~depending upon the nature of the issue presented, we~~insurance coverage will ~~have insurance coverage~~be available or that the amounts of coverage will be ~~adequate.~~adequate to cover a specific loss.

~~Breach~~Our business and reputation could be adversely affected if our computer systems or the systems of ~~Customer Privacy.~~ Aour business partners or service providers, become subject to a data security or privacy breach or other disruption from a third party.

In addition to our own confidential and proprietary business information, a routine part of our business includes the gathering, processing and retention of sensitive and confidential information pertaining to our customers, employees and others. ~~Although we believe that~~We, our ~~information security and information technology systems and websites allow for the secure storage and transmission of private information regarding~~business partners or our ~~customers and others, including credit card information and personal identification information, we~~service providers may not have the resources or technical sophistication to anticipate or prevent the ~~rapidly-evolving~~rapidly evolving and complex cyber-attacks being unleashed by increasingly sophisticated hackers and data thieves. As a result, our facilities and information technology systems, as well as those of our ~~third party~~business partners and third-party service providers, may be vulnerable to cyber-attacks and breaches, acts of vandalism, ransomware, software viruses and other similar types of malicious activities. Any actual or threatened cyber-attack may cause us to incur unanticipated costs, including costs related to the hiring of additional computer experts, business interruption, engaging ~~third party~~third-party cyber security consultants and upgrading our information security technologies. We also may be vulnerable to data and security breaches by us or by persons with whom we have commercial relationships resulting from misplaced or lost data, programming or human error, or other similar events. As a result of recent security breaches at a number of prominent companies, the media and public scrutiny of information security and privacy has become more intense and the regulatory environment has become more uncertain. Any compromise or breach of our information technology systems or those of our business partners or service providers that results in the misappropriation, loss or other unauthorized disclosure of a ~~customer's~~customer’s or other person’s private, confidential or proprietary information ~~whether by the Company or a third party service provider,~~ could result in in:

•a loss of confidence ~~and severely damage our reputation and relationship with~~in us by our customers and ~~others who entrust us with sensitive information,~~ business partners;

•violate applicable privacy and other ~~laws and adversely affect our business, as well as~~ laws;

•expose ~~the Company~~us to ~~the risk of~~ litigation and significant potential ~~liability.~~liability; or

•require us to expend significant resources to remedy any such breach and redress any damages cause by such a breach.

~~Foreign Sourcing~~

We must also comply with increasingly rigorous regulatory standards for the protection of business and ~~Manufacturing.~~ ~~Virtually all~~personal data enacted in the U.S., Europe and elsewhere. For example, the European Union’s General Data Protection Regulation (the “GDPR”) became effective on May 25, 2018. The GDPR imposes additional obligations on companies concerning the handling of personal data and provides certain individual privacy rights to persons whose data is stored. Our compliance with existing, proposed and recently enacted laws (including implementation of the privacy and process enhancements required by the GDPR) and regulations can be costly. Any failure by us to comply with these regulatory standards could subject us to significant legal and reputational harm.

INTELLECTUAL PROPERTY RISKS

Failure to adequately protect our trademarks and intellectual property rights, to prevent counterfeiting of our products ~~are purchased through arrangements with a number of foreign manufacturers, primarily from China, Italy, Brazil, Mexico, India~~or to defend claims against us related to our trademarks and ~~Vietnam. During 2017, approximately 93% of our total purchases were from China. Risks inherent in foreign operations including work stoppages, transportation delays~~intellectual property rights could reduce sales and interruptions, social unrest and political upheaval and changes in economic conditions, can result in the disruption of trade from the countries in which our manufacturers or suppliers are located, the imposition of additional regulations relating to imports, the imposition of additional duties, taxes and other charges on imports, significant fluctuations ofadversely affect the value of our brands.

We believe that our trademarks and other proprietary rights are of major significance to our success and our competitive position, and we consider some of our trademarks, such as Steve Madden®, to be integral to our business and among our most valuable assets. Accordingly, we devote substantial resources to the ~~dollar against foreign currencies,~~establishment and protection of our trademarks on a worldwide basis. Nevertheless, policing unauthorized use of our intellectual property is difficult, expensive and time consuming. There can be no assurance that the actions we take to establish and protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products by others or ~~restrictions~~to prevent others from seeking to block sales of our products on the ~~transfer~~basis that our products violate the trademarks or other proprietary rights of ~~funds, any~~others. Moreover, no assurance can be given that others will not assert rights in, or ownership of, ~~which could have a material adverse effect on our business, financial condition, results~~trademarks and other proprietary rights of ~~operations and liquidity. Although we believe that we manage our exposure to the risk that any such economic~~ours or ~~political condition will materially affect our ability to purchase products because we are aware of the availability of a variety of materials and alternative sources, we cannot be certain~~ that we will be able to ~~identify~~successfully resolve such ~~alternative materials and/~~conflicts. We could incur substantial costs in legal actions relating to our use of intellectual property or sources without delay or without greater cost to us. Our inability to identify and secure alternative sources of supply in this situation could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Impact of Custom Duties and Other Import Regulations~~. ~~Virtually all~~the use of our ~~products are imported and subject to United States custom duties.~~intellectual property by others. In addition, ~~over time we have increased our sales~~the laws of ~~products outside~~certain foreign countries may not protect proprietary rights to the same extent as do the laws of the United States. ~~The United States~~Our failure to establish and ~~the countries in which our products are produced or sold,~~protect such proprietary rights from time to time, may impose new quotas, duties, tariffs or other restrictions on imports or exports, may adversely adjust prevailing quotas, duties or tariff levels, or may impose sanctions in the form of additional duties to remedy perceived illegal actions. The current political landscape has introduced greater uncertainty with respect to future taxunlawful and trade regulations for United States companies like ours with significant business and sourcing operations outside the United States. We cannot predict whether, and to what extent, there may be changes to international trade agreements or whether quotas, duties, tariffs, exchange controls or other restrictions will be changed or imposed by the United States or by other countries. If we or our suppliers or licensees are unable to source raw materials or finished goods from the countries where we or they wish to purchase them, either because of such regulatory changes or for any other reason, or if the cost of doing so should increase, it could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Manufacturers' Inability to Produce Our Goods in a Timely Manner or Meet Quality Standards~~. As is common in the footwear and accessories industries, we contract with foreign manufactures who produce virtually all of our products to our specifications. We do not own or operate any manufacturing facilities; therefore, we are dependent upon third parties for the

manufacture of all of our products. The inability of a manufacturer to ship orders of our products in a timely manner or to meet our quality standards could cause us to miss the delivery date requirements of our customers for those items, which, in turn, could result in cancellation of orders, refusal to accept deliveries, a reduction in purchase prices and, ultimately, termination of a customer relationship, any of whichimproper use could have a material adverse effect on our business, financial condition, results of operations and liquidity.

A portion of our revenue is dependent on licensing our trademarks. The actions of our licensees or the loss of a significant licensee could diminish our brand integrity and adversely affect our revenue and results of operations.

We license to others the rights to produce and market certain products that are sold under our trademarks. Although we retain significant control over our licensees’ products and advertising, we rely on our licensees for operational and financial control over their businesses. If the quality, image or distribution of our licensed products diminish, customer acceptance of and demand for our brands and products could decline. This could materially and adversely affect our business and results of operations. In fiscal year 2020, approximately 90% of our net royalties were derived from our top five licensed product lines. A decrease in customer demand for any of these product lines could have a material adverse effect on our results of operations and financial condition. Furthermore, if we are unable to engage an adequate replacement for a terminated licensee or to engage such a replacement for an extended period, our revenues and results of operations could be adversely affected.

GENERAL RISK FACTORS

Changes in economic conditions may adversely affect our financial condition, results of operations and liquidity.

Our opportunities for long-term growth and profitability are accompanied by significant challenges and risks, particularly in the near term. Specifically, our business is dependent on consumer demand for our products and the purchase of our products by consumers is largely discretionary. Consumer confidence and discretionary spending could be adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, changes to fuel and other energy costs, labor and healthcare costs, food costs and other economic factors. A downturn in economic conditions leading to a reduction in consumer confidence and discretionary spending could have a negative effect on our sales and results of operations during the year ending December 31, 2021 and thereafter.

Litigation or other legal proceedings could divert management resources and result in costs that adversely affect our operating results from quarter to quarter.

We are involved in various claims, litigations and other legal and regulatory proceedings and governmental investigations that arise from time to time in the ordinary course of our business. Due to the inherent uncertainties of litigation and such other proceedings and investigations, we cannot predict with accuracy the ultimate outcome of any such matters. An unfavorable outcome could have an adverse impact on our business, financial condition and results of operations, and the amount of insurance coverage we maintain to address such matters may be inadequate to cover those claims. In addition, any significant litigation, investigation or proceeding, regardless of its merits, could divert financial and management resources that would otherwise be used to benefit our operations. See Item 3 “Legal Proceedings,” below for additional information regarding legal proceedings in which we are involved.

Changes in tax laws could have an adverse effect upon our financial results.

We are subject to income taxation in various jurisdictions in the United States and numerous foreign jurisdictions. Tax laws and regulations, or their interpretation and application, in any jurisdiction are subject to significant changes. Legislation or other changes in the tax laws of the jurisdictions where we do business could increase our tax liability and adversely affect our after-tax profitability. Adjustments to the incremental provisional tax expense may be made in future periods as actual amounts may differ due to, among other factors, a change in interpretation of the U.S. tax code and related tax accounting guidance, changes in assumptions made in developing these estimates, regulatory guidance that may be issued with respect to the applicable revisions to the U.S. tax code and state tax implications.

Other jurisdictions are contemplating changes or have unpredictable enforcement activity. Increases in applicable tax rates, implementation of new taxes, changes in applicable tax laws and interpretations of these tax laws and actions by tax authorities in jurisdictions in which we operate could reduce our after-tax income and have an adverse effect on our results of operations.

SEC ~~Rules Relating~~rules relating to ~~“Conflict Minerals” Require the Company~~“conflict minerals” require us to ~~Incur Additional Expenses~~incur additional expenses and ~~Could Adversely Affect~~could adversely affect our ~~Business.~~business.

The SEC has promulgated final rules mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring the disclosure of the use of tantalum, tin, tungsten and gold, known as “conflict minerals,” included in products either manufactured by public companies or as to which public companies have contracted for the manufacture. These rules, adopted in an effort to prevent inadvertent support of armed conflict in the Democratic Republic of Congo and certain adjoining countries (collectively, the “DRC”), require companies to investigate their supply chains to determine whether these minerals are present in their products and, if so, from where the minerals originate. The rules also require disclosure and annual reporting as to whether or not conflict minerals, if used in the manufacture of the products offered, originate from the DRC. We currently require our manufacturers to comply with policies addressing legal and ethical concerns relating to labor, employment, political and social matters, including restrictions on the use of conflict minerals. Violation of these policies by our manufacturers could harm our reputation, disrupt our supply chain ~~and/~~or increase our cost of goods sold. Additionally, violation of any of these policies by our manufacturers could cause us to face disqualification as a supplier for our customers and suffer reputational challenges. Due to the complexity of our supply chain, compliance with the rules requires significant efforts from a cross-operational team and diverts our management and personnel and results in potential costs of additional staff. Any of the foregoing could adversely affect our sales, net earnings, business and financial condition and results of operations.

~~Difficulty~~

Any failure to maintain effective internal control over our financial reporting could materially adversely affect us.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include in ~~Locating Replacement Manufacturers.~~ ~~Although we enter into a number~~our annual reports on Form 10-K an assessment by management of purchase order commitments each season specifying a time frame for delivery, method of payment, design and quality specifications and other standard industry provisions, we do not have long-term contracts with any manufacturer. As a consequence, any of these manufacturing relationships may be terminated, by either party, at any time. In addition, we may seek replacement manufacturers for various reasons, including a significant increase in the ~~prices we are required to pay to existing manufacturers~~effectiveness of our ~~goods. Although~~internal control over financial reporting. In particular, we ~~believe that other facilities are available for the manufacture~~must perform system and process evaluation and testing of our ~~products, there can be no assurance that such facilities would be available~~internal control over financial reporting to usallow management and our independent registered public accounting firm to report on ~~an immediate basis, if at all, or be able to meet~~the effectiveness of our ~~quality standards and delivery requirements, or that the costs charged to us~~internal control over financial reporting, as required by ~~such manufacturers would not be significantly greater than those presently paid.~~

~~Manufacturers' Failure to Use Acceptable Labor Practices and Comply with Local Laws and Other Standards. Our products are manufactured by numerous independent manufacturers outside~~Section 404 of the ~~United States. We also have license agreements that permit our licensees~~Sarbanes-Oxley Act of 2002. Our compliance with Section 404 may require us to ~~manufacture or contract~~incur substantial accounting expense and expend significant management efforts. Our failure to manufacture products using our trademarks. We impose, and require that our licensees impose, on these manufacturers environmental, health, and safety standards for the benefit of their labor force. In addition, we require these manufacturers to comply with applicable standards for product safety. However, we do not control our independent manufacturers or licensing partners or their labor, product safety and other business practices and, from time to time, our independent manufacturers may not comply with such standards or applicable local law or our licensees may not require their manufacturers to comply with such standards or applicable local law. The violation of such standards and laws by one of the independent manufacturers with whom we contract or by one of our licensing partners, or the divergence of a manufacturer's or a licensing partner's labor practices from those generally accepted as ethical in the United States,maintain effective internal controls could ~~harm our reputation,~~ result in a ~~product recall~~determination by our auditors that a material weakness or significant deficiency exists in our internal controls. Such a determination could result in a loss of investor confidence in the reliability of our financial statements and could require

us to curtail our relationship with and locate a replacement for such manufacturer, which, as noted in the immediately preceding risk factor, could be challenging. Any of these events could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Seasonal and Quarterly Fluctuations~~. ~~Our results of operations may fluctuate from quarter to quarter and are affected by a variety of factors, including:~~

~~the timing of holidays;~~

~~weather conditions;~~

~~the timing of larger shipments of product;~~

~~market acceptance of our products;~~

~~the mix, pricing and presentation of the products offered and sold;~~

~~the hiring and training of additional personnel;~~

~~inventory write downs for obsolescence;~~

~~the cost of materials;~~

~~the product mix between wholesale, retail and licensing businesses;~~

~~the incurrence of other operating costs; and~~

~~factors beyond our control, such as general economic conditions, declines in consumer confidence and actions of competitors.~~

~~Extreme or Unseasonable Weather Conditions in Locations in Which We or Our Customers and Suppliers are Located Could Adversely Affect our Business.~~ Our corporate headquarters and principal operational locations, including retail, distribution and warehousing facilities, may be subject to natural disasters and other severe weather and geological events that could disrupt our operations. The occurrence of such natural events may result in sudden disruptions in business conditions of the local economies affected, as well as of the regional and global economies, and may result in decreased demand for our products and disruptions in our management functions, sales channels and manufacturing and distribution networks, which could have a material adverse effect on our business, financial condition and results of operations. Extreme weather events and changes in weather patterns can also influence customer trends and shopping habits. Extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season may diminish demand for our seasonal merchandise. Heavy snowfall, hurricanes or other severe weather events in the areas in which our retail stores and the retail stores of our wholesale customers are located may decrease customer traffic in those stores and reduce our sales and profitability. If severe weather events force closure of or disrupt operations at the distribution centers we use for our merchandise, we could incur higher costs and experience longer lead times to distribute our products to our retail stores, wholesale customers or e-commerce customers. If prolonged, such extreme or unseasonable weather conditions could adversely affect our business, financial condition and results of operations.

~~Inadequate Trademark Protections~~. We believe that our trademarks and other proprietary rights are of major significance to our success and our competitive position and consider some of our trademarks, such as Steve Madden, to be integral to our business and among our most valuable assets. Accordingly, we devote substantial resources to the establishment and protection of our trademarks on a worldwide basis. Nevertheless, policing unauthorized use of our intellectual property is difficult, expensive and time consuming and there can be no assurance that the actions taken by us to establish and protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products on the basis that our products violate the trademarks and proprietary rights of others. Moreover, no assurance can be given that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve such conflicts. We could incur substantial costs in legal actions relating to our use of intellectual property or the use of our intellectual property by others. In addition, the laws of certain foreign countries may not protect proprietary rights to the same extent as do the laws of the United States. Our failure to establish and then protect such proprietary rights from unlawful and improper utilization could have a material adverse effect on our business, financial condition, results of operations and liquidity.

~~Our Licensees’ Conduct Could Harm our Business.~~ We license to others the rights to produce and market certain products that are sold under our trademarks. Although we retain significant control over our licensees’ products and advertising, we rely on our licensees for operational and financial control over their businesses. If the quality, image or distribution of our licensed products diminish, customer acceptance of and demand for our brands and products could decline. This could materially and adversely affect our business and results of operations. In fiscal year 2017, approximately 76% of our net royalties were derived from our top five licensed product lines. A decrease in customer demand for any of these product lines could have a material adverse effect on our results of operations and financial condition. Although we believe that in most circumstances we could replace existing licensees if necessary, our inability to do so effectively or for any period of time could adversely affect our revenues and results of operations.

~~Litigation and Other Legal Proceedings.~~ We are involved in various claims, litigations and other legal and regulatory proceedings and governmental investigations that arise from time to time in the ordinary course of our business. Due to the inherent uncertainties of litigation and such other proceedings and investigations, we cannot predict with accuracy the ultimate outcome of any such matters. An unfavorable outcome could have an adverse impact on our business, financial condition and results of operations and the amount of insurance coverage we maintain to address such matters may be inadequate to cover these or other claims. In addition, any significant litigation, investigation or proceeding, regardless of its merits, could divert financial and management resources that would otherwise be used to benefit our operations. See Item 3 “Legal Proceedings,” below for additional information regarding legal proceedings in which we are involved.

~~Declines in Our Stock Price Due to Inaccurate Predictions.~~ The trading price of our common stock periodically may rise or fall based on the accuracy of predictions of our future performance. As one of our primary objectives, we strive to maximize the long-term strength, growth and profitability of our Company, rather than to achieve an earnings target in any particular fiscal

quarter. We believe that this longer-term goal is in the best interests of the Company and our stockholders, but recognize that it may be helpful to our stockholders and potential investors for us to provide guidance as torestate our quarterly ~~and~~or annual forecast of net sales and earnings. Although we endeavor to provide meaningful and considered guidance at the time it is provided and generally expect to provide updates to our guidance when we report our results each fiscal quarter, actual results may differ from our predictions as the guidance is based on assumptions and expectations that may or may not come to pass and, as such, we assume no responsibility to update any of our forward-looking statements at such times or otherwise. If and when we announce actual results that differ from those that have been predicted by us, the market price of our common stockfinancial statements. These factors could, ~~be adversely affected. Investors who rely on these predictions~~ in ~~making investment decisions with respect to our common stock do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in~~turn, negatively affect the price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We lease space for our headquarters, our retail stores, showrooms and office facilities in various locations in the United States, as well as overseas. We own one improved real property parcel in Long Island City, New York. We believe that our existing facilities are in good operating condition and are adequate for our present level of operations. The following table sets forth information with respect to our key properties:


Location	Leased/Owned	Primary Use	Approximate Area Square Feet
Dongguan, China	Leased	Offices and sample production	154,900
Long Island City, NY	Leased	Executive offices	111,000
Montreal, Canada	Leased	Offices, warehouse	105,800
Bellevue, WA	Leased	Offices, Topline	41,500
New York, NY	Leased	Offices and showroom, Accessories	27,200
New York, NY	Leased	Showroom	21,800
New York, NY	Leased	Offices and showroom, Schwartz & Benjamin	20,500
Costa Mesa, CA	Leased	Offices, BB Dakota	10,500
New York, NY	Leased	Offices and showroom	10,000
Putian City, China	Leased	Offices	8,700
Long Island City, NY	Leased	Storage	7,200
León, Mexico	Leased	Offices	6,400
Mexico City, Mexico	Leased	Offices, SM Mexico	5,700
Kowloon, Hong Kong	Leased	Offices	4,800
Los Angeles, CA	Leased	Offices, BB Dakota	4,800
Brooklyn, NY	Leased	Offices, GREATS	3,800
Miami Gardens, FL	Leased	Storage	3,600
Los Angeles, CA	Leased	Showroom, Steven	2,700
Seattle, WA	Leased	Showroom and offices, Topline	2,400
Long Island City, NY	Owned	Other	2,200
Shanghai, China	Leased	Showroom	1,700
Mississauga, Canada	Leased	Showroom	1,000
Dallas, TX	Leased	Showroom	1,000

All of our retail stores are leased pursuant to leases that, under their original terms, extend for an average of ten years. Many of the leases contain rent escalation clauses to compensate for increases in operating costs and real estate taxes over the base year. The current terms of our retail store leases expire as follows:


Year			Number of Stores
2021			31
2022			56
2023			36
2024			21
2025			26
2026			23
2027			9
2028			6
2029			5
2030			2

ITEM 3. LEGAL PROCEEDINGS

In ~~addition, at~~the ordinary course of business, we have various pending cases involving contractual disputes, employee-related matters, distribution matters, product liability claims, trademark infringement and other matters. In the opinion of management, after consulting with legal counsel, the liabilities, if any, given time outside securities analysts may follow our financial results and issue reports that discuss our historical financial results and the analysts' predictions of our future performance, which our stockholders and potential investors may choose to rely on in making investment decisions. These analysts' predictions are based upon their own opinions and are often different from our own forecasts. Our stock price could decline if our results are below the estimates or expectations of these outside analysts.

~~Exposure to Foreign Currency Fluctuations~~. We make the majority of our purchases in U.S. dollars. However, we source substantially all of our products overseas and, as such, the cost of these products may be affected by changes in the value of the relevant currencies. Changes in currency exchange rates may also affect the relative prices at which we and our foreign competitors sell products in the same market. We use forward foreign exchange contracts to hedge material exposure to adverse changes in foreign exchange rates. However, no hedging strategy can completely insulate us from foreign exchange risk. We are also exposed to gains and losses resulting from the effect that fluctuations in foreign currency exchange rates have on the reported results in our financial statements due to the translation of operating results and financial position of our foreign subsidiaries. There can be no assurance that foreign currency fluctuations willthese legal proceedings should not have a material ~~adverse effect~~impact on our ~~business,~~ financial condition, results of operations ~~and~~or liquidity.

~~New Risk Factor in this Amendment No. 1~~

We have identified a material weakness in our internal control over financial reporting, which, if not fully remediated in a timely manner, could result in material misstatements in our financial statements. As disclosed in Part II, Item 9A, “Controls and Procedures,” we have identified a material weakness in our internal control over financial reporting related to certain control deficiencies in our information technology general controls as a result of ineffective risk assessment relative to certain of our processes and procedures. A “material weakness” refers to a deficiency or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s financial statements will not be prevented or detected on a timely basis. As a result of the material weakness, we concluded that our internal control over financial reporting and related disclosure controls and procedures were not effective as of December 31, 2017. As of November 8, 2018, management of the Company believes that it has implemented remediation measures sufficient to have fully remediated the material weakness in the Company’s internal control over financial reporting that existed at December 31, 2017; however, we cannot guarantee that these steps have been or will be sufficient to remediate the deficiencies or that we will not have a material weakness in the future. If our remedial measures are insufficient to address the material weakness or if additional material weaknesses arise in the future, our interim or annual financial statements may contain material misstatements or omissions and we could be required to restate our financial results.ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

($ in thousands, except share and per share data)

Market Information. Our shares of common stock have traded on the NASDAQ Global Select Market since August 1, 2007 under the trading symbol SHOO and were traded on the NASDAQ National Market prior to that date. The following table sets forth the range of high and low closing sales prices for our common stock during each fiscal quarter during the two-year period ended December 31, 2020 as reported by the NASDAQ Global Select Market. The trading volume of our securities fluctuates and may be limited during certain periods. As a result, the liquidity of an investment in our securities may be adversely affected.


Common Stock
2020	High	Low	2019	High	Low
Quarter ended March 31, 2020	$43.47	$16.38	Quarter ended March 31, 2019	$35.38	$29.71
Quarter ended June 30, 2020	$30.00	$17.83	Quarter ended June 30, 2019	$36.87	$29.43
Quarter ended September 30, 2020	$25.13	$18.47	Quarter ended September 30, 2019	$36.82	$28.85
Quarter ended December 31, 2020	$36.05	$19.24	Quarter ended December 31, 2019	$44.80	$33.20

Holders. As of February 25, 2021, there were 156 holders of record and approximately 23,000 beneficial owners of our common stock.

Dividends. Beginning in the first quarter of 2018, we began paying a quarterly cash dividend on our outstanding shares of common stock. At the end of March 2020, in response to the COVID-19 pandemic, as a precautionary measure our Board of Directors temporarily suspended the payment of dividends. In February 2021, our Board of Directors declared a quarterly dividend of $0.15 per share payable on March 26, 2021 to stockholders of record on March 16, 2021. The payment of future dividends will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, our financial condition, capital requirements, general business conditions and other factors. Therefore, we can give no assurance that cash dividends of any kind will be paid to holders of our common stock in the future.

Equity Compensation Plans. Information regarding our equity compensation plans as of December 31, 2020 is disclosed in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Issuer Repurchases of Equity Securities. Our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), effective as of January 1, 2004. The Share Repurchase Program does not have a fixed expiration or termination date and may be modified or terminated by the Board of Directors at any time. On several occasions the Board of Directors has increased the amount authorized for repurchase of our common stock. Most recently, on April 24, 2019, the Board of Directors approved the extension of our Share Repurchase Program for up to $200,000 in repurchases of our common stock, which included the amount remaining under the prior authorization. The Share Repurchase Program permits us to effect repurchases from time to time through a combination of open market repurchases or in privately negotiated transactions at such prices and times as are determined to be in our best interest. In the middle of March 2020, in response to the COVID-19 pandemic, as a precautionary measure the Board of Directors temporarily suspended the repurchase of our common stock, which the Board of Directors reinstated on February 24, 2021. During the twelve months ended December 31, 2020, we repurchased an aggregate of 769,526 shares of our common stock under the Share Repurchase Program, at a weighted average price per share of $32.97, for an aggregate purchase price of approximately $25,369, which includes the amount remaining under the prior authorization. As of December 31, 2020, approximately $111,590 remained available for future repurchases under the Share Repurchase Program. The following table presents the total number of shares of our common stock, $.0001 par value, purchased by us in the three months ended December 31, 2020, the average price paid per share and the approximate dollar value of the shares that still could have been purchased at the end of the fiscal period pursuant to our Share Repurchase Program. See also Note L to the Consolidated Financial Statements. During the three months ended December 31, 2020, there were no sales by us of unregistered shares of common stock.


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(1)		Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
10/1/2020 - 10/31/2020	2,505	$	20.05	$	111,590
11/1/2020 - 11/30/2020	5,350	27.54		111,590
12/1/2020 - 12/31/2020	479,809	34.57		111,590
Total	487,664	$	34.42

(1) The Steven Madden, Ltd. 2019 Incentive Compensation Plan and its predecessor plan, the Steven Madden, Ltd. Amended and Restated 2006 Stock Incentive Plan, each provide us with the right to deduct or withhold, or require employees to remit to us, an amount sufficient to satisfy all or part of the tax withholding obligations applicable to stock-based compensation awards. To the extent permitted, participants may elect to satisfy all or part of such withholding obligations by tendering to us previously owned shares or by having us withhold shares having a fair market value equal to the minimum statutory tax-withholding rate that could be imposed on the transaction. Included in this table are shares withheld during the fourth quarter of 2020 in connection with the settlement of vested restricted stock to satisfy tax-withholding requirements with an aggregate purchase price of approximately $16,786.

Performance Graph. The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock during the period beginning on December 31, 2015, and ending on December 31, 2020, with the cumulative total return on the Russell 2000 Index and a peer group index. In 2016, we decided to remove the S&P 500 Footwear Index and replace it with a peer group index of companies we believe are engaged in similar businesses, because we believe the composition of the new peer group is more representative of our current business. The peer group index consists of six companies: Caleres, Inc., Crocs, Inc., Deckers Outdoor Corporation, Genesco Inc., Skechers U.S.A., Inc. and Wolverine World Wide, Inc.

The comparison assumes that $100 was invested on December 31, 2015 in our common stock and in the foregoing indices and assumes the reinvestment of dividends.


	12/31/2015		12/31/2016		12/31/2017		12/31/2018		12/31/2019		12/31/2020
Steven Madden, Ltd.	$	100.00	$	118.30	$	154.53	$	152.69	$	220.54	$	182.35
Russell 2000 Index	$	100.00	$	121.31	$	139.08	$	123.76	$	155.35	$	186.36
Peer Group	$	100.00	$	101.06	$	135.37	$	136.77	$	190.82	$	220.39

ITEM 6. SELECTED FINANCIAL DATA

($ in thousands, except share and per share data)

The following selected financial data has been derived from our audited consolidated financial statements. The Income Statement data relating to 2020, 2019 and 2018, and the Balance Sheet data as of December 31, 2020 and 2019 should be read in conjunction with the information provided in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and the notes to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.


	INCOME STATEMENT DATA Year Ended December 31,
	2020		2019		2018		2017		2016
Net sales	$	1,188,943	$	1,768,135	$	1,653,609	$	1,546,098	$	1,399,551
Commission and licensing fee income	12,871		19,022		24,125		20,985		20,301
Total revenue	1,201,814		1,787,157		1,677,734		1,567,083		1,419,852
Cost of sales (exclusive of depreciation and amortization)	737,273		1,101,140		1,037,571		968,357		877,568
Gross profit	464,541		686,017		640,163		598,726		542,284
Operating expenses	414,978		503,270		466,781		427,942		373,108
Impairment charges	44,273		4,050		—		1,000		—
Impairment of lease right-of-use asset and store fixed assets	36,895		1,883		—		—		—
(Loss)/income from operations	(31,605)		176,814		173,382		169,784		169,176
Interest and other income - net	1,620		4,412		3,958		2,543		1,824
(Loss)/income before provision for income taxes	(29,985)		181,226		177,340		172,327		171,000
(Benefit)/provision for income taxes	(11,704)		39,504		46,841		53,189		49,726
Net (loss)/income	(18,281)		141,722		130,499		119,138		121,274
Less: net income attributable to non-controlling interests	116		411		1,363		1,190		363
Net (loss)/income attributable to Steven Madden, Ltd.	$	(18,397)	$	141,311	$	129,136	$	117,948	$	120,911

Basic net (loss)/income per share	$	(0.23)	$	1.78	$	1.58	$	1.43	$	1.41
Diluted net (loss)/income per share	$	(0.23)	$	1.69	$	1.50	$	1.36	$	1.35
Basic weighted average common shares outstanding	78,635		79,577		81,664		82,736		85,664
Effect of dilutive securities - options/restricted stock	—		4,069		4,433		4,009		3,670
Diluted weighted average common stock outstanding	78,635		83,646		86,097		86,745		89,334

Cash dividends declared per common share	$	0.15	$	0.57	$	0.53	$	—	$	—


	BALANCE SHEET DATA At December 31,
	2020		2019		2018		2017		2016
Total assets	$	1,137,761	$	1,278,647	$	1,072,570	$	1,057,161	$	960,875
Working capital	462,325		437,608		478,436		438,906		345,544
Noncurrent liabilities	111,476		156,152		33,199		41,617		36,676
Stockholders' equity	$	790,369	$	841,224	$	814,682	$	808,932	$	741,072

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.

Overview:

($ in thousands, except retail sales data per square foot, earnings per share and per share data)

Steven Madden, Ltd. and its subsidiaries design, source, market and sell fashion-forward branded and private label footwear for women, men and children. In addition, we design, source, market and sell branded fashion handbags, apparel and accessories, as well as private label fashion handbags and accessories. We market and sell our products through better department stores, major department stores, mid-tier department stores, specialty stores, luxury retailers, value priced retailers, national chains, mass merchants, and online retailers, throughout the United States, Canada, Mexico and certain other European nations. In addition, our products are marketed through our retail stores and our e-commerce websites within the United States, Canada and Mexico, our joint ventures in Europe, South Africa, Israel, Taiwan and China, and under special distribution arrangements in certain European countries, the Middle East, South and Central America, Oceania and various countries in Asia. Our product lines include a broad range of contemporary styles designed to establish or capitalize on market trends, complemented by core product offerings. We have established a reputation for design creativity and our ability to offer quality products in popular styles at accessible price points, delivered in an efficient manner and time frame.

Our business comprises five distinct segments: Wholesale Footwear, Wholesale Accessories/Apparel, Retail, First Cost and Licensing. Our Wholesale Footwear segment includes the following brands: Steve Madden Women's®, Madden Girl®, Steve Madden Men's®, Madden®, Report®, Dolce Vita®, DV Dolce Vita®, Mad Love®, Steven by Steve Madden®, Superga® (under license), Anne Klein® (under license), Betsey Johnson®, Betseyville®, Steve Madden Kids®, GREATS® and Blondo®, and includes our International business and certain private label footwear business. Our Wholesale Accessories/Apparel segment includes Steve Madden®, Big Buddha®, Betsey Johnson®, Steven by Steve Madden®, Madden Girl®, Luv Betsey®, Anne Klein® (under license), Cejon®, BB Dakota®, BB Dakota x Steve Madden, and Cupcakes & Cashmere® (under license) brands and includes our International business and certain private label accessories business. Steven Madden Retail, Inc., our wholly owned retail subsidiary, that comprises our Retail segment, operates Steve Madden, Steven, Superga and International retail stores, as well as Steve Madden, Superga, Betsey Johnson, Blondo, Dolce Vita, GREATS and BB Dakota e-commerce websites. The First Cost segment represents activities of a subsidiary that earns commissions for serving as a buying agent for footwear products under private labels for many U.S. large mass-market merchandisers, shoe chains and other value priced retailers. Our Licensing segment is engaged in the licensing of Steve Madden®, Steven by Steve Madden® and Madden Girl® trademarks for use in connection with the manufacture, marketing and sale of apparel, outerwear, hosiery, jewelry, watches, eyeglasses, sunglasses, hair accessories, umbrellas, bedding and bath, and luggage. In addition, we license the Betsey Johnson® trademark for use in connection with the manufacture, marketing and sale of women's and children’s apparel, hosiery, fragrance and beauty, sleepwear, swimwear, activewear, jewelry, hair accessories, watches, slippers, bedding and bath, luggage, umbrellas and medical scrubs. We also license the Dolce Vita® trademark for use in connection with the manufacture, marketing and sale of swimwear and the FREEBIRD by Steven® trademark for operation of retail stores.

Dividends

A quarterly cash dividend of $0.15 per share on our outstanding shares of common stock was paid on March 27, 2020. At the end of March 2020, in response to the COVID-19 pandemic, as a precautionary measure our Board of Directors temporarily suspended the payments of dividends. The aggregate cash dividends paid for the twelve months ended December 31, 2020 was $12,459.

On February 24, 2021, our Board of Directors approved the reinstatement of a quarterly cash dividend. The quarterly dividend of $0.15 per share is payable on March 26, 2021 to stockholders of record as of the close of business on March 16, 2021.

Reclassifications

Certain reclassifications were made to prior years' amounts to conform to the 2020 presentation.

Executive Summary

In December 2019, COVID-19 emerged and spread worldwide. The World Health Organization declared COVID-19 a

pandemic in March 2020, resulting in federal, state and local governments and private entities mandating various restrictions, including the closure of non-essential businesses, travel restrictions, restrictions on public gatherings, stay-at-home orders and advisories and quarantining of people who may have been exposed to the virus. After closely monitoring and taking into consideration the guidance from federal, state and local governments, in March 2020, we temporarily closed all of our stores and our corporate offices in the U.S. and the vast majority of our stores and offices globally. As of August 2020, the vast majority of our stores and corporate offices in the U.S. and globally reopened. These and other factors have had and may continue to have a material impact on our business, results of operations, financial position and cash flow. In response to the COVID-19 pandemic, we took precautionary measures to maintain adequate liquidity and financial flexibility by temporarily suspending share repurchases and the quarterly cash dividend; temporarily suspending salaries of our founder and Creative and Design Chief, Steve Madden, our Chairman and Chief Executive Officer, Edward Rosenfeld, and our Board of Directors (all of which were reinstated on October 1); temporarily reducing salaries by 30% for our President, Chief Financial Officer, Chief Operating Officer and Chief Merchandising Officer (all of which were reinstated on August 1); temporarily reducing salaries by graduated amounts for all other employees earning over $100 per year (all of which were reinstated on August 1); significantly scaling back on non-essential operating expenses, and capital expenditures and inventory purchases.

The impact of COVID-19 resulted in an unprecedented decline in our revenue and earnings during the year ended 2020, including but not limited to, charges from adjustments to the carrying amount of certain trademarks, long-lived asset impairment charges and restructuring and other related charges. We expect the pandemic will continue to have a significant negative impact on our revenue and earnings during 2021.

Total revenue for 2020 decreased by 32.8% to $1,201,814 from $1,787,157 in 2019, with decreases in all segments as a result of the impact of the COVID-19 pandemic.

Net loss attributable to Steven Madden, Ltd. was $18,397 in 2020 compared to net income attributable to Steven Madden, Ltd. of $141,311 in 2019. Our effective tax rate for 2020 increased to 39.0% compared to 21.8% recorded in 2019. Diluted loss per share in 2020 was $0.23 per share on 78,635 diluted weighted average shares outstanding compared to diluted earnings of $1.69 per share on 83,646 diluted weighted average shares outstanding in the prior year.

We did not report same store sales or sales per square foot data in 2020 due to the COVID-19 pandemic and the subsequent closure of our brick-and-mortar stores from the second half of March through at least the end of May and subsequent mandated closures. As of December 31, 2020, we had 218 stores in operation, compared to 227 stores as of December 31, 2019. This decrease resulted from the closure of nine full-price stores, four outlet stores and one e-commerce website partially offset by the opening of three full-price stores and two outlet stores.

Our inventory turnover (calculated on a trailing four quarter average) for the years ended December 31, 2020 and 2019 was 7.1 times and 8.1 times, respectively. Our total company accounts receivable average collection days were 73 days in 2020 compared to 70 days in 2019. As of December 31, 2020, we had $287,166 in cash, cash equivalents and short-term investments, no debt and total stockholders’ equity of $790,369. Working capital increased to $462,325 as of December 31, 2020, compared to $437,608 on December 31, 2019. The increase in working capital was primarily due to actions taken as a result of the COVID-19 pandemic.

As we look ahead, we remain focused on delivering trend-right product, deepening connections with our consumers, enhancing our digital commerce business, and efficiently managing our inventory and expenses.

The following table sets forth information on operations for the periods indicated:

Selected Financial Information


	Years Ended December 31, ($ in thousands)
	2020				2019				2018
CONSOLIDATED:
Net sales	$	1,188,943	98.9	%	$	1,768,135	98.9	%	$	1,653,609	98.6	%
Commission and licensing fee income	12,871		1.1	%	19,022		1.1	%	24,125		1.4	%
Total revenue	1,201,814		100.0	%	1,787,157		100.0	%	1,677,734		100.0	%
Cost of sales (exclusive of depreciation and amortization)	737,273		61.3	%	1,101,140		61.6	%	1,037,571		61.8	%
Gross profit	464,541		38.7	%	686,017		38.4	%	640,163		38.2	%
Operating expenses	414,978		34.5	%	503,270		28.2	%	466,781		27.8	%
Impairment of intangibles	44,273		3.7	%	4,050		0.2	%	—		—	%
Impairment of lease right-of-use asset and store fixed assets	36,895		3.1	%	1,883		0.1	%	—		—	%
(Loss)/income from operations	(31,605)		(2.6)	%	176,814		9.9	%	173,382		10.3	%
Interest and other income – net	1,620		0.1	%	4,412		0.2	%	3,958		0.2	%
(Loss)/income before income taxes	(29,985)		(2.5)	%	181,226		10.1	%	177,340		10.6	%
Net (loss)/income attributable to Steven Madden, Ltd.	$	(18,397)	(1.5)	%	$	141,311	7.9	%	$	129,136	7.7	%

By Segment:
WHOLESALE FOOTWEAR SEGMENT:
Net sales	$	713,662	100.0	%	$	1,112,091	100.0	%	$	1,058,366	100.0	%
Cost of sales (exclusive of depreciation and amortization)	487,106		68.3	%	738,504		66.4	%	712,457		67.3	%
Gross profit	226,556		31.7	%	373,587		33.6	%	345,909		32.7	%
Operating expenses	162,357		22.7	%	206,055		18.5	%	205,771		19.4	%
Impairment of intangibles	16,345		2.3	%	4,050		0.4	%	—		—	%
Income from operations	$	47,854	6.7	%	$	163,482	14.7	%	$	140,138	13.2	%

WHOLESALE ACCESSORIES/APPAREL SEGMENT:
Net sales	$	235,892	100.0	%	$	334,862	100.0	%	$	300,091	100.0	%
Cost of sales (exclusive of depreciation and amortization)	164,984		69.9	%	236,731		70.7	%	208,352		69.4	%
Gross profit	70,908		30.1	%	98,131		29.3	%	91,739		30.6	%
Operating expenses	60,932		25.8	%	75,676		22.6	%	64,647		21.5	%
Impairment of intangibles	27,472		11.6	%	—		—	%	—		—	%
(Loss)/income from operations	$	(17,496)	(7.4)	%	$	22,455	6.7	%	$	27,092	9.0	%

RETAIL SEGMENT:
Net sales	$	239,389	100.0	%	$	321,182	100.0	%	$	295,152	100.0	%
Cost of sales (exclusive of depreciation and amortization)	85,183		35.6	%	125,905		39.2	%	116,762		39.6	%
Gross profit	154,206		64.4	%	195,277		60.8	%	178,390		60.4	%
Operating expenses	186,103		77.7	%	202,444		63.0	%	177,655		60.2	%
Impairment of intangibles	456		0.2	%	—		—	%	—		—	%
Impairment of lease right-of-use asset and store fixed assets	36,895		15.4	%	1,883		0.6	%	—		—	%
(Loss)/income from operations	$	(69,248)	(28.9)	%	$	(9,050)	(2.8)	%	$	735	0.2	%
Number of stores	218				227				229

FIRST COST SEGMENT:
Commission fee income	$	3,902	100.0	%	$	7,441	100.0	%	$	11,226	100.0	%
Gross profit	3,902		100.0	%	7,441		100.0	%	11,226		100.0	%
Operating expenses	2,395		61.4	%	15,618		209.9	%	15,775		140.5	%
Income/(loss) from operations	$	1,507	38.6	%	$	(8,177)	(109.9)	%	$	(4,549)	(40.5)	%

LICENSING SEGMENT:
Licensing fee income	$	8,969	100.0	%	$	11,581	100.0	%	$	12,899	100.0	%
Gross profit	8,969		100.0	%	11,581		100.0	%	12,899		100.0	%
Operating expenses	3,191		35.6	%	3,477		30.0	%	2,933		22.7	%
Income from operations	$	5,778	64.4	%	$	8,104	70.0	%	$	9,966	77.3	%

RESULTS OF OPERATIONS

($ in thousands)

Year Ended December 31, 2020 vs. Year Ended December 31, 2019

Consolidated:

Total revenue for the year ended December 31, 2020 decreased by 32.8% to $1,201,814 from $1,787,157 for fiscal 2019,with decreases in all segments as a result of the impact of the COVID-19 pandemic.For the year ended December 31, 2020, gross profit was $464,541, or 38.7% of total revenue, as compared to $686,017, or 38.4% of total revenue, in the prior year. The increase in gross profit as a percentage of total revenue was primarily due to the shift in sales to our higher-margin e-commerce business. Operating expenses in 2020 were $414,978, or 34.5% of total revenue, as compared $503,270, or 28.2% of total revenue, in 2019. The increase in operating expenses as a percentage of total revenue was primarily attributable to a deleverage on a lower sales base, but was also impacted by the impairment of lease right-of-use assets and store fixed assets, early lease termination and modification charges, and restructuring and other related charges as a result of the COVID-19 pandemic. The increase was partially offset by our reduction in workforce, furloughs, temporary salary reductions and reduced discretionary spending as a result of our initiatives to control expenses, along with the change in valuation of contingent considerations. In addition, for the years 2020 and 2019, impairments of intangibles of $44,273 and $4,050 were recorded, respectively. Also in 2020 and 2019, impairments for lease right-of-use assets and store fixed assets of $36,895 and $1,883 were recorded, respectively. The effective tax rate for the year ended December 31, 2020 increased to 39.0% compared to 21.8% last year. The increase in the effective tax rate is primarily due to the year-over-year benefit resulting from the exercising and vesting of share-based awards, an increase in tax benefit related to a net operating loss carryback claim set forth by the CARES Act, an increase in the GILTI tax, a decrease in the state taxes incurred, and an increase in 2019 pre-tax losses in jurisdictions with higher tax rates. Net loss attributable to Steven Madden, Ltd. for the year ended December 31, 2020 was $18,397 compared to net income attributable to Steven Madden, Ltd. of $141,311 for the year ended December 31, 2019.

Wholesale Footwear Segment:

Revenue from the Wholesale Footwear segment was $713,662, or 59.4%, and $1,112,091, or 62.2%, of our total revenue for the years ended December 31, 2020 and 2019, respectively. The decrease of 35.8% in revenue is primarily driven by the impact of the COVID-19 pandemic, including significant order cancellations. Gross profit in 2020 was $226,556, or 31.7% of Wholesale Footwear revenue, as compared to gross profit of $373,587, or 33.6% of Wholesale Footwear revenue, in 2019. The decrease in gross profit as a percentage of Wholesale Footwear revenue was primarily due to close-outs of excess inventory resulting from store closures and order cancellations from the impact of the COVID-19 pandemic and higher sales mix of our private label business, partially offset by lower markdowns. Operating expenses were $162,357, or 22.7% of Wholesale Footwear revenue, in 2020 compared to $206,055, or 18.5% of Wholesale Footwear revenue, in 2019. The increase in operating expenses as a percentage of Wholesale Footwear revenue was primarily attributable to a deleverage on a lower sales base in addition to restructuring and other related charges as a result of the COVID-19 pandemic, partially offset by our reduction in workforce, furloughs, temporary salary reductions and reduced discretionary spending as a result of our initiatives to control expenses. For 2020 and 2019, intangible impairment charges of $16,345 and $4,050 were recorded, respectively. Income from operations decreased to $47,854 for 2020 compared to $163,482 for 2019.

Wholesale Accessories/Apparel Segment:

Revenue from the Wholesale Accessories/Apparel segment accounted for $235,892, or 19.6%, and $334,862, or 18.7%, of total revenue for the years ended December 31, 2020 and 2019, respectively. The decrease of 29.6% in revenue was primarily attributable to the impact of the COVID-19 pandemic, including order cancellations. Gross profit was $70,908, or 30.1% of Wholesale Accessories/Apparel revenue, for 2020 as compared to $98,131, or 29.3% of Wholesale Accessories/Apparel revenue, in the prior year. The increase in gross profit as a percentage of Wholesale Accessories/Apparel revenue was primarily due to lower markdowns and an increase penetration of the higher margin BB Dakota apparel business. Operating expenses for 2020 were $60,932, or 25.8% of Wholesale Accessories/Apparel revenue, as compared to $75,676, or 22.6% of Wholesale Accessories/Apparel revenue, in 2019. The increase in operating expenses as a percentage of Wholesale Accessories/Apparel revenue was primarily attributable to a deleverage on a lower sales base, but was also impacted by restructuring and other related charges as a result of the COVID-19 pandemic. The increase in expenses was partially offset by our reduction in workforce, furloughs, temporary salary reductions and reduced discretionary spending as a result of our initiatives to control expenses, along with a change in valuation of a contingent consideration. For 2020, an intangible impairment charge of $27,472

was recorded. Loss from operations for the Wholesale Accessories/Apparel segment was $17,496 in 2020 compared to income from operations of $22,455 in 2019.

Retail Segment:

Revenue from the Retail segment accounted for $239,389, or 19.9% of total revenue, and $321,182, or 18.0%, of total revenue for the years ended December 31, 2020 and 2019, respectively. The decrease of 25.5% in revenue is primarily due to the COVID-19 pandemic, including the temporary closure of all of our brick-and-mortar stores in the U.S. and the vast majority of our brick-and-mortar stores globally from the second half of March through at least the end of May and subsequent mandated closures. During 2020, we added five stores and closed 14 stores. As of December 31, 2020 we had 218 retail stores compared to 227 stores as of December 31, 2019. The 218 stores currently in operation include 143 Steve Madden® full-price stores, 66 Steve Madden® outlet stores, one Steven® store, one Superga store and seven e-commerce websites. In addition, we operated 17 concessions in our international markets. During the year ended December 31, 2020, gross profit was $154,206, or 64.4% of Retail revenue compared to $195,277, or 60.8% of Retail revenue in 2019. The increase in gross profit as a percentage of Retail revenue was primarily due to a shift in sales to the higher-margin e-commerce business and less discounting. In 2020, operating expenses were $186,103, or 77.7% of Retail revenue, compared to $202,444, or 63.0% of Retail revenue in 2019. The increase in operating expenses as a percentage of Retail revenue was primarily attributable to a deleverage on a lower sales base, but was also impacted by the impairment of lease right-of-use assets and store fixed assets and restructuring and related charges as a result of the COVID-19 pandemic. The increase in expenses was partially offset by our reduction in workforce, furloughs, temporary salary reductions, rent reductions and reduced discretionary spending as a result of our initiatives to control expenses, along with the change in valuation of a contingent consideration. Also in 2020 and 2019, impairments for lease right-of-use assets and store fixed assets of $36,895 and $1,883 were recorded, respectively. For 2020, an intangible impairment charge of $456 was recorded. For the year ended December 31, 2020, loss from operations for the Retail segment was $69,248 compared to $9,050 in the prior year.

First Cost Segment:

Commission fee income generated by the First Cost segment accounted for $3,902, or 0.3% of total revenue, and $7,441, or 0.4% of total revenue for the years ended December 31, 2020 and 2019, respectively. Operating expenses decreased to $2,395 in 2020 from $15,618 in 2019. Operating expenses in 2020, included a benefit associated with the recovery from the Payless ShoeSource bankruptcy of $1,081 and in 2019 included charges to bad debt expenses associated with the Payless ShoeSource bankruptcy of $10,355. Income from operations was $1,507 for the year ended December 31, 2020 compared to a loss from operations of $8,177 in 2019.

Licensing Segment:

Licensing fee income generated by the Licensing segment accounted for $8,969, or 0.7% of total revenue, and $11,581, or 0.6% of total revenue for the years ended December 31, 2020 and 2019, respectively, which represents a $2,612, or 22.6%, decrease. Operating expenses decreased to $3,191 in 2020 from $3,477 in 2019. During the year ended December 31, 2020, income for the Licensing segment amounted to $5,778 as compared to the prior year income of $8,104.

Year Ended December 31, 2019 vs. Year Ended December 31, 2018

Consolidated:

Total revenue for the year ended December 31, 2019 increased by 6.5% to $1,787,157 from $1,677,734 for fiscal 2018. Net sales for fiscal 2019 increased by 6.9% to $1,768,135 from $1,653,609 for fiscal 2018. Commission and licensing fee income for fiscal 2019 decreased by 21.2% to $19,022 from $24,125 for fiscal 2018. For the year ended December 31, 2019, gross margin as a percentage of total revenue increased to 38.4% in the current year compared to 38.2% in the prior year. For the year ended 2019, gross margin included a charge of $386 related to a termination of a joint venture. Operating expenses increased in 2019 to $503,270, or 28.2% of total revenue, from $466,781, or 27.8% of total revenue, in 2018. In addition, in 2019 impairments of intangibles of $4,050 were recorded. Also in 2019, impairments for lease right-of-use assets of $1,883 were recorded. The effective tax rate for the year ended December 31, 2019 decreased to 21.8% compared to 26.4% in the same period of 2018 primarily due to the year-over-year benefit resulting from the exercising and vesting of share-based awards, a decrease in the state taxes incurred, a decrease in prepaid tax adjustments, and an increase in 2019 pre-tax income in

jurisdictions with low tax rates. Net income attributable to Steven Madden, Ltd. for the year ended December 31, 2019 increased to $141,311 compared to $129,136 for the year ended December 31, 2018.

Wholesale Footwear Segment:

Revenue generated by the Wholesale Footwear segment was $1,112,091, or 62.2% of total revenue, and $1,058,366, or 63.1%, of our total revenue for the years ended December 31, 2019 and 2018, respectively. The increase in net revenue was primarily driven by strong growth in Steve Madden Women's, along with the full year of recognizing revenue for the Anne Klein brand and an increase in our private label business, partially offset by not recognizing sales to Payless ShoeSource in the first half of 2019 compared to the first half of 2018.

Gross profit margin in 2019 was 33.6%, while gross profit margin in 2018 was 32.7%. The increase in gross profit margin of 90 basis points was primarily attributable to strong growth in Steve Madden Women's, along with not recognizing sales to the low-margin Payless ShoeSource customer. Operating expenses increased to $206,055, or 18.5% of revenue, in 2019 compared to $205,771, or 19.4% of revenue, in the same period of 2018. Recorded in the Wholesale Footwear segment was a $4,050 impairment charge for the Brian Atwood trademark impacting operating income for 2019. The increase in operating expenses primarily resulted from higher payroll and related expenses, warehouse and distribution expenses and other selling expenses associated with higher sales and the addition of the Anne Klein footwear business. Income from operations increased to $163,482 for 2019 compared to $140,138 for 2018.

Wholesale Accessories/Apparel Segment:

Revenue generated by the Wholesale Accessories/Apparel segment accounted for $334,862, or 18.7%, and $300,091, or 17.9%, of total revenue for the years ended December 31, 2019 and 2018, respectively. The increase in revenue was primarily due to growth in our Steve Madden branded handbags, the full year of recognizing sales for the Anne Klein brand, as well as the addition of the BB Dakota apparel business.

Gross profit margin in the Wholesale Accessories/Apparel segment decreased to 29.3% in 2019 from 30.6% in the prior year period. The 1.3% decrease in gross margin resulted from tariffs imposed on accessories when compared to 2018. In the year ended December 31, 2019, operating expenses increased to $75,676, or 22.6% of revenue, compared to $64,647, or 21.5% of revenue, in the year ended December 31, 2018. The increase primarily resulted from higher payroll related expenses associated with the increase in sales, as well as the addition of the BB Dakota apparel business. Also, contributing to the increase were higher warehouse and distribution expenses, other selling expenses and marketing expenses all based on higher sales volume. Income from operations for the Wholesale Accessories/Apparel segment decreased to $22,455 in 2019 compared to $27,092 in 2018.

Retail Segment:

Revenue generated by the Retail segment accounted for $321,182, or 18.0%, and $295,152, or 17.6%, of total revenue for the years ended December 31, 2019 and 2018, respectively, which represents a $26,030, or 8.8%, increase. The increase in revenue was primarily due to an increase in comparable store sales of 6.1% driven by the significant growth in our e-commerce business. During 2019, we had net closures of 2 stores. The net closures comprised 17 full-price locations, 2 outlet locations and 1 e-commerce website, partially offset by the addition of 8 full-price stores, 8 outlets and 2 e-commerce websites, which included the additional stores and e-commerce sites from the acquisition of GREATS and BB Dakota brands. As a result, we had 227 retail stores as of December 31, 2019, compared to 229 stores as of December 31, 2018. The 227 stores currently in operation include 146 Steve Madden® full-price stores, 68 Steve Madden® outlet stores, 2 Steven® stores, 2 GREATS® stores, 1 Superga store and 8 e-commerce websites. In addition, we operated 31 concessions in our international markets. Comparable store sales (sales of those stores, including the e-commerce websites, that were open for all of 2019) for the year ended December 31, 2019 increased 6.1% when compared to the prior year. We exclude new locations from the comparable store base for the first year of operations. Stores that are closed for renovations are removed from the comparable store base. During the year ended December 31, 2019, the gross profit margin increased to 60.8% from 60.4% in 2018 primarily due to higher margins in our e-commerce business partially offset by a loss of $386 related to the termination of a joint venture in China. In 2019, operating expenses increased to $202,444, or 63.0% of revenue, from $177,655, or 60.2% of revenue, in 2018. Also in 2019, impairments for lease right-of-use assets of $1,883 were recorded. For the year ended December 31, 2019, loss from operations for the Retail segment was $9,050 compared to income from operations of $735 in the prior year.

First Cost Segment:

Commission fee income generated by the First Cost segment accounted for $7,441, or 0.4%, and $11,226, or 0.7% of total revenue for the years ended December 31, 2019 and 2018, respectively, which represents a $3,785, or 33.7%, decrease. The decrease in commission fee income is primarily due to the Payless ShoeSource bankruptcy that occurred in 2019. Operating expenses slightly decreased to $15,618 in 2019 from $15,775 in 2018. Loss from operations was $8,177 for the year ended December 31, 2019 compared to $4,549 in 2018.

Licensing Segment:

Licensing fee income generated by the Licensing segment accounted for $11,581, or 0.6%, and $12,899, or 0.8% of total revenue for the years ended December 31, 2019 and 2018, respectively, which represents a $1,318, or 10.2%, decrease. The decrease in licensing fee income is primarily due to a decrease in royalties in connection with Payless ShoeSource bankruptcy. Operating expenses increased to $3,477 in 2019 from $2,933 in 2018. The increase in operating expenses was primarily due to higher marketing and payroll related expenses. During the year ended December 31, 2019, income for the Licensing segment amounted to $8,104 as compared to the prior year income of $9,966.

LIQUIDITY AND CAPITAL RESOURCES

($ in thousands)

In response to the COVID-19 pandemic, we took precautionary measures to maintain adequate liquidity and financial flexibility by temporarily suspending share repurchases and the quarterly cash dividend, furloughing a significant portion of our employees, significantly reducing our corporate workforce, temporarily suspending salaries of our founder and Creative and Design Chief, Steve Madden, our Chairman and Chief Executive Officer, Edward Rosenfeld, and our Board of Directors (which were all reinstated on October 1); temporarily reducing salaries by 30% for our President, Chief Financial Officer, Chief Operating Officer and Chief Merchandising Officer (which were all reinstated on August 1); temporarily reducing salaries by graduated amounts for all other employees earning over $100 per year (which were reinstated on August 1); significantly scaling back on non-essential operating expenses, capital expenditures and planned inventory purchases.

Cash, cash equivalents and short-term investments totaled $287,166 and $304,622 at December 31, 2020 and December 31, 2019, respectively. At December 31, 2020, we held $158,610, or approximately 56%, of our total cash, cash equivalents and short-term investments in our foreign subsidiaries, and at December 31, 2019, we held $137,072, or approximately 45%, in our foreign subsidiaries.

We had a collection agency agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”) until May 6, 2020. The agreement provided us with a credit facility in the amount of $30,000, having a sub-limit of $15,000 on the aggregate face amounts of letters of credit, at an interest rate based, at our election, upon either the prime rate or LIBOR. Effective May 6, 2020, the credit facility was increased to $50,000 as a precautionary measure in response to the COVID-19 pandemic.

On July 22, 2020, we entered into a new $150,000, five-year, asset-based revolving credit facility with Citizens Bank, N.A. and various participating lenders, which replaced our credit facility with Rosenthal.

As of December 31, 2020, we had working capital of $462,325, cash and cash equivalents of $247,864, and short-term investments of $39,302 and no debt.

We believe that based upon our current financial position and available cash, cash equivalents and short-term investments, we will meet all of our financial commitments and operating needs for at least the next twelve months. In addition, as a precautionary measure, we have entered into the $150,000 asset-based revolving credit facility, which provides additional liquidity and flexibility should we need it.

OPERATING ACTIVITIES

($ in thousands)

Cash provided by operations was $44,206 in 2020 compared to cash provided by operations of $233,780 in the prior year. The reduction in cash provided by operations was primarily driven by the reduction of income as result of the COVID-19 pandemic and unfavorable changes in our working capital, including unfavorable changes in accounts payable and accrued expenses and factor accounts receivable, partially offset by favorable changes in inventories and accounts receivables.

INVESTING ACTIVITIES

($ in thousands)

During the year ended December 31, 2020 cash used in investing activities was $4,884, of which we invested $73,792 in marketable securities and received $75,470 from the maturities and sales of securities. We invested in capital expenditures of $6,562, principally for systems enhancements, leasehold improvements to office and improvements to existing stores and new stores that were committed to and in final stages prior to the COVID-19 pandemic.

FINANCING ACTIVITIES

($ in thousands)

During the year ended December 31, 2020, net cash used in financing activities was $57,074, which primarily consisted of share repurchases of $46,583, and payment of cash dividends of $12,459, partially offset by proceeds from the exercise of stock options of $1,609.

CONTRACTUAL OBLIGATIONS

($ in thousands)

Our contractual obligations as of December 31, 2020 were as follows:


	Payment due by period
Contractual Obligations	Total		2021		2022-2023		2024-2025		2026 and after
Operating lease obligations	$	147,889	$	39,700	$	53,312	$	32,922	$	21,955
Purchase obligations	64,523		64,523		—		—		—

Future minimum royalty and advertising payments	20,225		8,350		11,875		—		—
Transition tax	14,847		1,563		4,493		8,791		—
Total	$	247,484	$	114,136	$	69,680	$	41,713	$	21,955

At December 31, 2020, we had $188 open letters of credit outstanding for the purchase of inventory.

Substantially all our products are produced by independent manufacturers at overseas locations, the majority of which are located in China, with a growing percentage located in Cambodia, Mexico, Brazil, India, Vietnam and some European nations. We have not entered into any long-term manufacturing or supply contracts with any of these foreign manufacturers. We believe that a sufficient number of alternative sources exist outside of the United States for the manufacture of our products. Purchases are made primarily in United States dollars.

We have employment agreements with our Creative and Design Chief, Steven Madden, and certain executive officers, which provide for the payment of compensation aggregating approximately $10,700 in 2021, $8,941 in 2022 and $7,774 in 2023. In addition, some of these employment agreements provide for discretionary bonuses and some provide for incentive compensation based on various performance criteria as well as other benefits, including stock-related compensation.

Transition tax of $14,847 was the result of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). For further information, refer to Note O to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Excluded from the contractual obligations table above are long-term taxes payable of $2,295 as of December 31, 2020 primarily related to uncertain tax positions, for which we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond one year due to uncertainties in the timing of tax audit outcomes.

DIVIDENDS

In February 2020, our Board of Directors declared a quarterly cash dividend of $0.15 per share on our outstanding shares of common stock. The dividend was paid on March 27, 2020, to stockholders of record as of the close of business on March 17, 2020. We paid total cash dividends for the three months ended March 31, 2020 of $12,459.

At the end of March 2020, in response to the COVID-19 pandemic, as a precautionary measure our Board of Directors temporarily suspended the payment of dividends and the repurchase of our common stock.

Future quarterly cash dividend payments are also subject to the discretion of our Board of Directors and contingent upon future earnings, our financial condition, capital requirements, general business conditions, and other factors. Therefore, we can give no assurance that cash dividends will be paid to holders of our common stock in the future.

INFLATION

We do not believe that inflation and price changes have had a significant effect on our sales or profitability for the fiscal year ended December 31, 2020 and the prior two fiscal years. Historically, we have minimized the impact of product cost increases by increasing prices, changing suppliers and improving operating efficiencies. However, no assurance can be given that we will be able to offset any such inflationary cost increases in the future.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND THE USE OF ESTIMATES

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements included in this Annual Report on Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. Estimates by their nature are based on judgments and available information. Our estimates are made based upon historical factors, current circumstances and the experience and judgment of management. Assumptions and estimates are evaluated on an ongoing basis, and we may employ outside experts to assist in evaluations. Therefore, actual results could materially differ from those estimates under different assumptions and conditions. Management believes the following critical accounting estimates are more significantly affected by judgments and estimates used in the preparation of our consolidated financial statements: allowance for bad debts; customer returns, chargebacks and co-op advertising; inventory valuation; valuation of intangible assets; litigation reserves; and contingent payment liabilities.

Allowances for bad debts. Accounts receivable are reduced by an allowance for amounts that may be uncollectible in the future. Estimates are used in determining the allowance for doubtful accounts and are based on an analysis of the aging of accounts receivable, assessments of collectability based on historical trends, the financial condition of our customers and an evaluation of economic conditions. In general, the actual bad debt losses have historically been within our expectations and the allowances we have established. The reserve against our non-factored trade receivables also includes estimated losses that may result from customers’ inability to pay.

Customer returns, chargebacks and co-op advertising. We provide variable consideration to our customers for chargebacks, discounts, co-op advertising, returns and other miscellaneous deductions that relate to the current period. The amount of the consideration for returns, discounts and compliance chargebacks is determined by analyzing aged receivables, current economic conditions, the prevailing retail environment and historical dilution levels for customers. We evaluate anticipated customer markdowns and chargebacks by reviewing several performance indicators for our major customers. These performance indicators (which include inventory levels on the retail floors, sell through rates and gross margin levels) are analyzed by management to estimate the amount of the anticipated customer allowance. Under our co-op advertising programs, we agree to reimburse the retailer for a portion of the costs incurred by the retailer to advertise and promote some of our products. We estimate the costs of co-op advertising programs based on the terms of the agreements with its retailer customers. Failure to correctly estimate the amount of the reserve could materially impact our results of operations and financial position.

Inventory valuation. Inventories are stated at lower of cost or net realizable value, on a first-in, first-out basis. We review inventory on a regular basis for excess and slow-moving inventory. The review is based on an analysis of inventory on hand, prior sales, and expected net realizable value through future sales. The analysis includes a review of inventory quantities on hand at period-end in relation to year-to-date sales and projections for sales in the foreseeable future as well as subsequent sales. We consider quantities on hand in excess of estimated future sales to be at risk for market impairment. The net realizable value, or market value, is determined based on the estimate of sales prices of such inventory through off-price or discount store channels. The likelihood of any material inventory write-down is dependent primarily on the expectation of future consumer demand for our products. A misinterpretation or misunderstanding of future consumer demand for our products, the economy, or other failure to estimate correctly, in addition to abnormal weather patterns, could result in inventory valuation changes, compared to the valuation determined to be appropriate as of the balance sheet date.

Valuation of intangible assets and goodwill. In accordance with applicable accounting guidance, we test goodwill and intangible assets with indefinite lives at least annually. This accounting guidance also requires that intangible assets with finite

lives be amortized over their respective lives to their estimated residual values and reviewed for impairment in accordance with applicable accounting guidance.

Indefinite-lived intangible assets and goodwill are assessed for impairment by performing a qualitative assessment that evaluates relevant events or circumstances in order to determine whether it is more likely than not that the fair value of an intangible or a reporting unit is less than its carrying amount. Factors considered include historical financial performance, macroeconomic and industry conditions and legal and regulatory environment. If it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the fair value of the reporting unit is compared with its carrying amount, and if the fair value of the reporting unit is less than its carrying amount, an impairment is recognized equal to the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount. We perform this annual assessment during our third quarter or if impairment indicators warrant a test.

Impairment of long-lived assets. We perform an impairment review of our long-lived assets, once events or changes in circumstances indicate, in management’s judgment, that the carrying value of such assets may not be recoverable. When such a determination has been made, management compares the carrying value of the asset groups with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred, the fair value of the asset group is determined and compared to its carrying value. The excess of the carrying value over the fair value, if any, is recognized as a loss during that period. The impairment is calculated as the difference between asset carrying values and the fair value of the long-lived assets.

Litigation reserves. Estimated amounts for litigation claims that are probable and can be reasonably estimated are recorded as liabilities in our consolidated financial statements. The likelihood of a material change in these estimated reserves would be dependent on new claims as they may arise and the favorable or unfavorable events of a particular litigation. As additional information becomes available, management will assess the potential liability related to the pending litigation and revise its estimates. Such revisions in management’s estimates of a contingent liability could materially impact our results of operation and financial position.

Contingent payment liabilities. We have completed acquisitions that require us to make contingent payments to the sellers based on the future financial performance of the acquired businesses over a period from one to three years. The fair value of the contingent payments is estimated using the present value of management's projections of the financial results of the acquired business. Failure to correctly project the financial results of the acquired businesses could materially impact our results of operations and financial position.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

($ in thousands)

We do not engage in the trading of market risk sensitive instruments in the normal course of business. Our financing arrangements are subject to variable interest rates, primarily based on the prime rate and LIBOR. The terms of our new $150,000 asset-based revolving credit agreement and our collection agency agreements with Rosenthal & Rosenthal, Inc. can be found in the Liquidity and Capital Resources section of Item 7 and in Note T and Note E, respectively, to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

As of December 31, 2020, we held short-term investments valued at $39,302, which consisted of certificates of deposit. We have the ability to hold these investments until maturity.

We face market risk to the extent that our U.S. or foreign operations involve the transaction of business in foreign currencies. In addition, our inventory purchases are primarily done in foreign jurisdictions and inventory purchases may be impacted by fluctuations in the exchange rates between the U.S. dollar and the local currencies of our contract manufacturers, which could have the effect of increasing the cost of goods sold in the future. We manage these risks primarily by denominating these purchases in U.S. dollars. To mitigate the risk of purchases that are denominated in foreign currencies we may enter into forward foreign exchange contracts for terms of no more than two years. A description of our accounting policies for derivative financial instruments is included in Notes C and M to the Consolidated Financial Statements.

During 2020, we entered into forward foreign exchange contracts with notional amounts totaling $44,279. We performed a sensitivity analysis based on a model that measures the impact of a hypothetical change in foreign currency exchange rates to determine the effects that market risk exposures may have on the fair values of our forward foreign exchange contracts that were outstanding as of the year-end. As of December 31, 2020, a 10% increase or decrease of the U.S. dollar against the exchange rates for foreign currencies under forward foreign exchange contracts would result in a net increase or decrease, respectively, in the fair value of our derivatives portfolio of approximately $4,075.

In addition, we are exposed to translation risk in connection with our foreign operations in Canada, Mexico, Europe, South Africa, China, Taiwan and Israel because our subsidiaries and joint ventures in these countries utilize the local currency

as their functional currency, and those financial results are translated into U.S. dollars. As currency exchange rates fluctuate, foreign currency exchange rate translation adjustments reflected in our financial statements with respect to our foreign operations affects the comparability of financial results between years.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is incorporated herein by reference to the consolidated financial statements listed in response to Item 15 of Part IV of this ~~Amendment No. 1 to our~~ Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On March 6, 2020, the Audit Committee of our Board of Directors dismissed EisnerAmper LLP (“EisnerAmper”) as our independent registered public accounting firm effective immediately and appointed Ernst & Young LLP (“EY”) as our independent public accounting firm, effective upon dismissal of EisnerAmper.

In connection with the audits of our consolidated financial statements for each of the two fiscal years ended December 31, 2019 and 2018, and in the subsequent interim period through March 6, 2020, there were (i) no disagreements between us and EisnerAmper on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EisnerAmper, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years and (ii) no “reportable events” as defined in Section 304(a)(1)(v) of SEC Regulation S-K and the related instructions thereto.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of ~~December 31, 2017,~~ the end of ~~our~~the fiscal ~~year. Previously, based~~year covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our

disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of the end of the fiscal year covered by ~~our~~this Annual Report on Form 10-K. Subsequent to the filing of our Form 10-K for the period ended December 31, 2017, as a result of an inspection by the Public Company Accounting Oversight Board of our independent public accounting firm, EisnerAmper LLP (“Eisner”), relating to its audit of the Company, Eisner asked us to re-evaluate certain internal controls related to information technology general controls for information systems that are relevant to the preparation of financial statements. As a result of this re-evaluation, our Chief Executive Officer and Chief Financial Officer have subsequently concluded that a material weakness in our internal control over financial reporting was present and that our disclosure controls and procedures were not effective as of December 31, 2017.

As a result of the material weakness identified, we performed additional analysis and other post-closing procedures intended to ensure our consolidated financial statements were prepared in accordance with U.S. GAAP. Notwithstanding the material weakness in our internal control over financial reporting, management has concluded that the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the period ended December 31, 2017, fairly present in all material respects our financial position, results of operations and cash flows as of, and for, the periods presented. Eisner’s report on the Company’s consolidated financial statements appears in this Amendment No. 1 to the December 31, 2017 Annual Report on Form 10-K/A.

~~Management’s~~Management's Annual Report on Internal Control Over Financial Reporting

Management of Steven Madden, Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).

Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by the ~~board~~Board of ~~directors,~~Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~U.S.~~accounting principles generally accepted ~~accounting principles.~~in the United States of America ("GAAP"). Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with ~~U.S. generally accepted accounting principles,~~GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness, as of the end of our fiscal year ended December 31, ~~2017,~~2020, of our internal control over financial reporting based on the framework and criteria established in the 2013 Internal Control-Integrated Framework, issued by the

Committee of Sponsoring Organizations of the Treadway Commission. Based on this ~~assessment,~~evaluation our management has concluded that, as of December 31, 2020, our internal control over financial reporting was not effective as of December 31, 2017. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s financial statements will not be prevented or detected on a timely basis.effective.

~~We did not design and implement effective control over risk assessment with regard to certain processes and procedures commensurate with~~Our independent registered public accounting firm, Ernst & Young LLP, has audited our financial reporting requirements which we determined to be a material weakness. Specifically, we did not design and maintain adequate information technology general controls (ITGCs) for information systems that are relevant to the preparation of financial statements in the following areas:

administrative user access to the Company’s wholesale, retail and operating systems to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data; and

program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records were tested, approved and implemented appropriately.

This material weakness could impact the effectiveness of IT-dependent controls, such as automated controls that address the risk of a material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports, and result in a material misstatement to the annual or interim consolidated financial statements ~~that would not be prevented or detected.~~

~~The~~and the effectiveness of our internal control over financial reporting as of December 31, ~~2017, has been audited by Eisner, and their opinion is stated~~2020. Their report appears in ~~their report which is included in~~ this ~~Amendment No. 1 to the December 31, 2017~~ Annual Report on Form ~~10-K/A.~~

~~Remediation of Material Weakness~~

As of the date of this Amendment No. 1, management believes that it has implemented measures sufficient to fully remediate each of the deficiencies resulting in the material weakness. Specific remedial actions undertaken by management have included, without limitation:

~~rationalizing access privileges for all system users;~~

~~documenting the assignment of access privileges and the rationale for allowing access for each authorized user;~~

~~implementing controls that require the periodic re-evaluation of user access privileges, including administrative access; and~~

~~enhancing system monitoring controls to confirm the adequacy of program change management controls.~~

However, remedial controls must operate for a sufficient period of time for a definitive conclusion, through testing, that the deficiencies have been fully remediated and, as such, we can give no assurance that the measures we have undertaken have fully remediated the material weakness that we have identified or that additional material weaknesses will not arise in the future. We will continue to monitor the effectiveness of these and other processes, procedures, and controls and will make any further changes that management determines to be appropriate.

10-K.

Changes in Internal Control Over Financial Reporting

There ~~were~~was no ~~changes~~change in ~~the Company’s~~our internal control over financial reporting, ~~(as such term is defined~~as identified in ~~Rules 13a-15(f) and 15d-15(f) under~~connection with the evaluation required by paragraph (d) of Rule 13a-15 of the Exchange ~~Act)~~Act, that occurred during the ~~fourth~~fiscal quarter ~~of 2017 that have~~ended December 31, 2020, which has materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On February 25, 2021, we issued a press release reporting our financial results for the fiscal quarter and fiscal year ended December 31, 2020.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 2021 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV


~~ITEM 15~~	~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits. See the exhibit index included herein.

(b) Financial Statements and Financial Statements Schedules

See Index to Consolidated Financial Statements included herein.

~~(b) Exhibits. See~~

Exhibit Index


2.01			Equity Purchase Agreement, dated January 30, 2017, among the Company, Schwartz & Benjamin, Inc., B.D.S., Inc., Quinby Ridge Enterprises LLC, DANIELBARBARA Enterprises LLC, the Sellers party thereto, and Daniel Schwartz, as agent for the Sellers (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2017)
2.02			First Amendment to Equity Purchase Agreement, dated November 21, 2017, to Equity Purchase Agreement, dated January 30, 2017, among the Company, Schwartz & Benjamin, Inc., B.D.S., Inc., Quinby Ridge Enterprises LLC, DANIELBARBARA Enterprises LLC, the Sellers party thereto, and Daniel Schwartz, as agent for the Sellers (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2017 filed with the SEC on March 1, 2018)
3.01			Certificate of Incorporation of Steven Madden, Ltd., as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 filed with the SEC on August 5, 2019)
3.02			Amended & Restated By-Laws of Steven Madden, Ltd., as further amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed with the SEC on August 4, 2017)
4.01			Specimen Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed with the SEC on August 8, 2013)
10.01			Third Amended and Restated Secured Promissory Note dated as of June 25, 2007 of Steven H. Madden to the Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 9, 2012)
10.02			First Allonge to Third Amended and Restated Secured Promissory Note made as of April 8, 2016 between the Company and Steven H. Madden (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 filed with the SEC on May 6, 2016)
10.03			Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the SEC on November 9, 2010)
10.04			Amendment to Collection Agency Agreement dated February 16, 2010 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2010 filed with the SEC on March 12, 2010)
10.05			Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
10.06			Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
10.07			Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
10.08			Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc. (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
10.09			Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp. (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
10.10			Letter Agreement dated July 10, 2009 among Rosenthal & Rosenthal, Inc., the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
10.11			Guarantee dated July 10, 2009 of the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. in favor of Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
10.12			Amendment to Collection Agency Agreement, dated May 6, 2020, between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 28, 2020)


10.13			Credit Agreement, dated as of July 22, 2020, among Steven Madden, Ltd., the other subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and Citizens Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 28, 2020)
10.14			Amended and Restated Deferred Purchase Factoring Agreement, dated as of July 22, 2020, among Steven Madden, Ltd., certain subsidiaries of Steven Madden, Ltd. party thereto and Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 28, 2020)
10.15			Third Amended Employment Agreement dated July 15, 2005 between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2005)
10.16			Amendment dated December 14, 2009 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 17, 2009)
10.17			Amended and Restated Second Amendment dated as of December 31, 2011 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2011 filed with the SEC on February 29, 2012)
10.18			Third Amendment dated April 8, 2016 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 filed with the SEC on May 6, 2016)
10.19			Fourth Amendment dated March 25, 2019 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2019)
10.20			Employment Agreement dated January 1, 1998 between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.07 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000 filed with the SEC on March 30, 2001)#
10.21			Amendment No. 1 dated June 29, 2001 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 99.4 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001 filed August 14, 2001)#
10.22			Amendment No. 2 dated October 30, 2002 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002 filed with the SEC on November 14, 2002)#
10.23			Amendment No. 3 dated February 1, 2006 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 3, 2006)#
10.24			Amendment No. 4 dated October 7, 2009 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 13, 2009)#
10.25			Amendment No. 5 dated February 8, 2012 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2012)#
10.26			Amendment No. 6 dated February 2, 2015 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 4, 2015)#
10.27			Amendment No. 7 dated as of May 15, 2017 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2017)#
10.28			Amendment No. 8 dated as of April 20, 2018 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2018)#
10.29			Employment Agreement dated as of May 11, 2020 between the Company and Karla Frieders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 14, 2020)#
10.30			Employment Agreement, dated as of December 31, 2018, between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2019)#
10.31			Employment Agreement dated December 27, 2019 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 3, 2020)#


10.32			Amendment No. 1 to Employment Agreement dated February 25, 2021 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021)#
10.33			Employment Agreement dated December 27, 2019 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 3, 2020)#
10.34			Amendment No. 1 to Employment Agreement dated February 25, 2021 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 2, 2021)#
10.35			Employment Agreement dated December 8, 2020 between the Company and Zine Mazouzi (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 10, 2020)#
10.36			2006 Stock Incentive Plan (Amended and Restated Effective May 22, 2009), amended by the Board of Directors of the Company on April 5, 2012 and approved and adopted by the Company's stockholders on May 25, 2012 (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 1, 2013)#
10.37			2019 Incentive Compensation Plan, as adopted by the Board of Directors of the Company on February 25, 2019 and approved and adopted by the Company's stockholders on May 24, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019 filed with the SEC on August 5, 2019)#
14.01			Code of Ethics for the Chief Executive Officer and Senior Financial Officers (incorporated by reference to Exhibit 14.01 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2014 filed with the SEC on February 26, 2015)
14.02			Code of Business Conduct and Ethics for the Board of Directors (incorporated by reference to Exhibit 14.02 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2014 filed with the SEC on February 26, 2015)
14.03			Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.03 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2018 filed with the SEC on February 28, 2019)
21.01			Subsidiaries of the Registrant†
23.01			Consent of Ernst & Young LLP†
23.02			Consent of EisnerAmper LLP†
24.01			Power of Attorney (included on signature page hereto)
31.01			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
31.02			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
32.01			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†*
32.02			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†*
101			The following materials from Steven Madden, Ltd.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of (Loss)/Income, (iii) the Consolidated Statements of Comprehensive (Loss)/Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.*
104			Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).*

† Filed herewith.

# Indicates management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(b) of this Annual Report on Form 10-K.

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the ~~exhibit index included herein.~~

Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: March 16, 2021

~~Dated: November 9, 2018~~



STEVEN MADDEN, LTD.

/s/ EDWARD R. ROSENFELD
Edward R. Rosenfeld
Chairman and Chief Executive Officer

/s/ ~~ARVIND DHARIA~~ZINE MAZOUZI
~~Arvind Dharia~~Zine Mazouzi
Chief Financial Officer ~~and Chief Accounting Officer~~

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Edward R. Rosenfeld and Zine Mazouzi, and each of them, as attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


Signature	Title	Date
/S/ EDWARD R. ROSENFELD	Chairman, Chief Executive Officer and Director	March 16, 2021
Edward R. Rosenfeld
/s/ ZINE MAZOUZI	Chief Financial Officer	March 16, 2021
Zine Mazouzi
/S/ AMELIA NEWTON VARELA	President and Director	March 16, 2021
Amelia Newton Varela
/S/ PETER MIGLIORINI	Director	March 16, 2021
Peter Migliorini
/S/ RAVI SACHDEV	Director	March 16, 2021
Ravi Sachdev
/S/ THOMAS H. SCHWARTZ	Director	March 16, 2021
Thomas H. Schwartz
/S/ ROSE LYNCH	Director	March 16, 2021
Rose Lynch
/S/ ROBERT SMITH	Director	March 16, 2021
Robert Smith
/S/ MITCHELL S. KLIPPER	Director	March 16, 2021
Mitchell S. Klipper
/S/ AL FERRARA	Director	March 16, 2021
Al Ferrara
/S/ MARÍA TERESA KUMAR	Director	March 16, 2021
María Teresa Kumar

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





Reports of Independent Registered Public Accounting ~~Firm~~Firms	~~F-1~~F -1

Consolidated Balance Sheets as of December 31, ~~2017~~2020 and ~~2016~~2019		~~F-4~~F-6

Consolidated Statements of (Loss)/Income for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018		~~F-5~~F-7

Consolidated Statements of Comprehensive (Loss)/Income for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018		~~F-6~~F-8

Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018		~~F-7~~F-9

Consolidated Statements of Cash Flows for the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018		~~F-9~~F-10

Notes to Consolidated Financial Statements		~~F-10~~F-11

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors ~~and Stockholders~~ of

Steven Madden, Ltd. ~~and Subsidiaries~~

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Steven Madden, Ltd. and ~~Subsidiaries (the “Company")~~subsidiaries(the Company) as of December 31, ~~2017 and 2016, and~~2020, the related consolidated statements of ~~operations,~~income, comprehensive income, ~~stockholders’~~changes in stockholders' equity and cash flows for ~~each of~~ the ~~years in the three-year period~~year ended December 31, ~~2017,~~2020, and the related notes (collectively referred to as the ~~“financial~~“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company ~~as of~~at December 31, ~~2017 and 2016,~~2020, and the ~~consolidated~~ results of ~~their~~its operations and ~~their~~its cash flows for ~~each of~~ the ~~years in the three-year period~~year ended December 31, ~~2017,~~2020, in conformity with ~~accounting principles~~U.S. generally accepted ~~in the United States of America.~~accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~("PCAOB")~~(PCAOB), the Company's internal control over financial reporting as of December 31, ~~2017,~~2020, based on criteria established in Internal ~~Control - Integrated~~Control-Integrated Framework (~~2013~~) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March ~~1, 2018 (November 9, 2018 as to the effects of the material weakness described in Management’s Annual Report on Internal Control Over Financial Reporting),~~16, 2021 expressed an ~~adverse opinion.~~unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1


Impairment of Long-Lived Assets at Retail Stores
Description of the Matter			As discussed in Notes H and N to the consolidated financial statements, the Company evaluates its long-lived assets, including property and equipment and operating lease right-of-use assets at retail stores, for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. In determining whether an impairment indicator exists, the Company considers store operating performance criteria and qualitative measures at the lowest level for which identifiable cash flows are largely independent of cash flows for other assets and liabilities, which is at the store level. During the year ended December 31, 2020, the Company recognized impairment charges of $14.7 million and $22.2 million related to property and equipment and operating lease right-of-use assets, respectively, at certain of its retail stores. Auditing the Company’s impairment assessment of retail store long-lived assets was complex and highly judgmental due to the significant estimation required in determining the future cash flows used to assess recoverability of each retail store long-lived asset group (undiscounted) and determining the fair value (discounted). The significant assumptions used include estimated future cash flows directly related to the future operation of the stores and the discount rate used to determine fair value. Significant assumptions used in determining the fair value of certain operating lease right-of-use assets include the current market rent and discount rate for the remaining lease term of the related stores. These assumptions are subjective in nature and are affected by expectations about future market or economic conditions (including the effects of the global pandemic).

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the retail store long-lived assets impairment process, including, determining the undiscounted future cash flows of the stores and the fair value of the long-lived assets for the stores that were deemed to be impaired. We also tested controls over management’s review of the significant assumptions described above. Our testing of the Company’s impairment measurement included, among other procedures, evaluating the significant assumptions and operating data used to calculate the estimated future cash flows and to determine the fair value of the store long lived assets. For a sample of retail stores, we tested the completeness and accuracy of the data used by the Company in its analyses and we compared the significant assumptions used to determine the forecasted cash flows to historical results of the retail stores, current industry and economic trends and inquired of the Company’s executives to understand the business initiatives supporting the assumptions in the future cash flows. We involved our internal valuation specialists to assist in evaluating the fair value of certain operating lease right-of-use assets, which included assessing the estimated market rental rates of these leases by comparing them to rental rates for comparable leases and evaluating the applied discount rate.

F-2



Markdown Allowances
Description of the Matter			As described in Note C to the consolidated financial statements, revenue recognized by the Company is measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration includes markdown allowances which are recorded as a reduction of revenue in the period in which revenue is recognized. Estimating the amount of markdown allowances to be recorded requires management to review several performance indicators, including retailers’ inventory levels, sell-through rates and gross margin levels. Auditing management's estimate of markdown allowances reserves was complex and judgmental as reserve amounts are sensitive to changes in market or economic conditions (including the effects of the global pandemic), and have a direct, material impact on the amount of revenue recognized by the Company. There is also significant estimation required to establish markdown reserve rates by brand and customer, which are based on the Company's review of periodic negotiations with each customer and the expected performance of the products in the customers' stores.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's process to calculate the markdown allowances, including the consideration of historical experience, actual and forecasted results, and current economic and market conditions (including the effects of the global pandemic). To test the estimate of markdown allowances, we performed audit procedures that included, among others, assessing methodologies and testing the assumptions regarding periodic negotiations with each customer which include the application of market and economic conditions to individual customers and the expected performance of the products in the customers' stores that were used by the Company to calculate the projected markdown allowances to be issued upon settlement. We compared the significant assumptions used by management to current market and economic trends, historical results and other relevant factors. We also examined the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to substantively test the changes in the estimate that would result from reasonable changes in the assumptions.

/s/ Ernst & Young LLP

We ~~have~~ served as the ~~Company’s~~Company's auditor since ~~1995.~~

~~/s/ EisnerAmper LLP~~

~~EISNERAMPER LLP~~2020.

New York, New York

March ~~1, 2018~~16, 2021

F-3

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors ~~and Stockholders~~

of Steven Madden, Ltd. ~~and Subsidiaries~~

Opinion on ~~the~~ Internal Control ~~over~~Over Financial Reporting

We have audited Steven Madden, Ltd. and ~~Subsidiaries’ (the “Company”)~~subsidiaries’ internal control over financial reporting as of December 31, ~~2017,~~2020, based on criteria established in ~~the~~ Internal ~~Control -~~ Control—Integrated Framework ~~(2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission ~~(“COSO”)~~(2013 framework) (the COSO criteria). In our opinion, ~~because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria,~~ Steven Madden, Ltd. and ~~Subsidiaries has not~~subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2020, based on ~~criteria established in~~ the ~~Internal Control - Integrated Framework~~ (~~2013) issued by COSO.~~COSO criteria.

In our report dated March 1, 2018, we expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. As described in the following paragraph, the Company subsequently identified a material weakness in its internal control over financial reporting. Accordingly, management has revised its assessment about the effectiveness of the Company’s internal control over financial reporting, and our present opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 as expressed herein, is different from that expressed in our previous report.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness in the risk assessment process specific to certain information technology general controls for information systems that are relevant to the preparation of financial statements has been identified and included in management’s assessment. This material weakness was considered in determining the nature, timing, and extent of the audit tests applied in our audit of the December 31, 2017 financial statements, and this report does not affect our report dated March 1, 2018 on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ~~("PCAOB")~~(PCAOB), the consolidated balance ~~sheets~~sheet of ~~Steven Madden, Ltd. and Subsidiaries’~~the Company as of December 31, ~~2017 and 2016, and~~2020, the related consolidated statements of ~~operations,~~income, comprehensive income, ~~stockholders’~~changes in stockholders' equity and cash flows for ~~each of~~ the ~~years in the three-year period~~year ended December 31, ~~2017,~~2020, and the related notes and our report dated March ~~1, 2018~~16, 2021 expressed an unqualified ~~opinion.~~opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying ~~Management’s~~Management's Annual Report on Internal Control ~~over~~Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, ~~and~~ testing and evaluating the design and operating effectiveness of internal control based on the assessed ~~risk. Our audit also included~~risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control ~~over~~Over Financial Reporting

~~An entity’s~~A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. ~~An entity’s~~A company’s internal control over financial reporting includes those policies and procedures that ~~(i)~~(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the ~~entity; (ii)~~company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the ~~entity~~company are being

made only in accordance with authorizations of management and directors of the ~~entity;~~company; and ~~(iii)~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the ~~entity’s~~company’s assets that could have a material effect on the financial statements.

/s/ ~~EisnerAmper LLP~~

~~EISNERAMPER~~Ernst & Young LLP

New York, New York

March ~~1, 2018 (November 9, 2018~~16, 2021

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Steven Madden Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Steven Madden Ltd. and Subsidiaries (the “Company”) as of December 31, 2019, and the related consolidated statements of income, comprehensive income, changes to stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019, and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Adoption of New Accounting Standard

As discussed in Note N to the ~~effects~~consolidated financial statements, the Company changed its method for accounting for leases in 2019.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ EisnerAmper LLP

We have served as the Company’s auditor from 1995 through 2020.

Iselin, New Jersey

March 2, 2020

F-5

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)


	December 31,							December 31,
	2017			2016				2020		2019
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	181,214		$	126,115		Cash and cash equivalents	$	247,864	$	264,101
Accounts receivable, net of allowances of $1,973 and $1,622	39,473			56,790
Factor accounts receivable, net of allowances of $26,213 and $20,209	201,436			144,168
Short-term investments							Short-term investments	39,302		40,521
Accounts receivable, net of allowances of $8,943 and $11,066							Accounts receivable, net of allowances of $8,943 and $11,066	25,044		38,166
Factor accounts receivable							Factor accounts receivable	252,671		216,471
Inventories	110,324			119,824			Inventories	101,420		136,896
Marketable securities – available for sale	64,027			39,495
Prepaid expenses and other current assets	19,538			26,351			Prepaid expenses and other current assets	17,415		22,066
Prepaid taxes	29,506			15,928
Income tax receivable and prepaid income taxes							Income tax receivable and prepaid income taxes	14,525		658

Total current assets	645,518			528,671			Total current assets	698,241		718,879
Note receivable – related party	2,289			2,644			Note receivable – related party	1,180		1,558
Property and equipment, net	71,498			72,381			Property and equipment, net	43,268		65,504
Deferred taxes	6,370			1,813
Operating lease right-of-use asset							Operating lease right-of-use asset	101,379		155,700
Deferred tax assets							Deferred tax assets	5,415		0
Deposits and other	2,121			4,710			Deposits and other	4,822		2,948
Marketable securities – available for sale	29,523			70,559

Goodwill – net	148,538			135,711			Goodwill – net	168,265		171,349
Intangibles – net	151,304			144,386			Intangibles – net	115,191		162,709
Total Assets	$	1,057,161		$	960,875		Total Assets	$	1,137,761	$	1,278,647
LIABILITIES							LIABILITIES
Current liabilities:							Current liabilities:
Accounts payable	$	66,955		$	80,584		Accounts payable	$	73,904	$	61,706
Accrued expenses	120,624			86,635			Accrued expenses	118,083		169,895
Operating leases - current portion							Operating leases - current portion	34,257		38,624
Income taxes payable	1,566			—			Income taxes payable	5,799		0
Contingent payment liability – current portion	7,000			7,948

Accrued incentive compensation	10,467			7,960			Accrued incentive compensation	3,873		11,046
Total current liabilities	206,612			183,127			Total current liabilities	235,916		281,271
Contingent payment liability	3,000			—			Contingent payment liability	207		9,124
Deferred rent	16,033			14,578
Deferred taxes	3,602			19,466

Operating leases - long-term portion							Operating leases - long-term portion	98,592		133,172
Deferred tax liabilities							Deferred tax liabilities	2,562		5,877
Other liabilities	18,982			2,632			Other liabilities	10,115		7,979
Total Liabilities	248,229			219,803			Total Liabilities	347,392		437,423
Commitments, contingencies and other
Commitments, contingencies and other (Note P)							Commitments, contingencies and other (Note P)	0		0
STOCKHOLDERS’ EQUITY							STOCKHOLDERS’ EQUITY
Preferred stock – $.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock – $.0001 par value, 60 shares authorized; none issued	—			—
Common stock – $.0001 par value, 135,000 shares authorized, 87,306 and 86,417 shares issued, 58,698 and 60,410 shares outstanding	6			6
Preferred stock – $0.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock – $0.0001 par value, 60 shares authorized; none issued							Preferred stock – $0.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock – $0.0001 par value, 60 shares authorized; none issued	0		0
Common stock – $0.0001 par value, 245,000 shares authorized, 133,247 and 132,754 shares issued, 82,616 and 83,520 shares outstanding							Common stock – $0.0001 par value, 245,000 shares authorized, 133,247 and 132,754 shares issued, 82,616 and 83,520 shares outstanding	8		6
Additional paid-in capital	390,723			353,443			Additional paid-in capital	478,463		454,217
Retained earnings	1,135,701			1,017,753			Retained earnings	1,279,550		1,310,406
Accumulated other comprehensive loss	(25,613		)	(31,751		)	Accumulated other comprehensive loss	(29,164)		(30,440)
Treasury stock – 28,608 and 26,007 shares at cost	(697,996		)	(598,584		)
Treasury stock – 50,631 and 49,234 shares at cost							Treasury stock – 50,631 and 49,234 shares at cost	(952,271)		(905,688)
Total Steven Madden, Ltd. stockholders’ equity	802,821			740,867			Total Steven Madden, Ltd. stockholders’ equity	776,586		828,501
Non-controlling interests	6,111			205
Noncontrolling interest							Noncontrolling interest	13,783		12,723
Total stockholders’ equity	808,932			741,072			Total stockholders’ equity	790,369		841,224
Total Liabilities and Stockholders’ Equity	$	1,057,161		$	960,875		Total Liabilities and Stockholders’ Equity	$	1,137,761	$	1,278,647

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to ~~Rosenthal (if any),~~Consolidated Financial Statements

December 31, 2020, 2019 and ~~the balance is due~~2018

($ in thousands, except share and payable to the Company, net of any fees. The allowance against “factor receivables” is a projected provision based on certain formulas and prior approvals for markdowns, allowances, discounts, advertising and other deductions that customers may deduct against their payments.per share data)

Note DF – Note Receivable – Related Party

On June 25, 2007, the Company made a loan to ~~Steve~~Steven Madden, its Creative and Design Chief and a principal stockholder of the Company, in the amount of $3,000 in order for Mr. Madden to satisfy a personal tax obligation resulting from the exercise of stock options that were due to expire and to retain the underlying Company common stock. The loan, as amended, is secured by non-company securities held in Mr. Madden's brokerage account. The Company has agreed to forgive a portion of the note as long as Mr. Madden remains an employee of the Company through the note's maturity on December 31, 2023. For the years ended December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018 the Company ~~also~~ recorded a charge in the amount of $409 for each year, respectively, to write-off the required one-tenth of the principal amount of the secured promissory note, which was partially offset by imputed interest income of ~~$55, $63~~$31, $40 and ~~$71,~~$47, respectively.

Note EG – Fair Value Measurement

The accounting guidance under Accounting Standards Codification 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”) ~~provides guidance for~~requires the Company to make disclosures about the fair value of certain of its assets and liabilities. ASC 820-10 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. ASC 820-10 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. A brief description of those three levels is as follows:

•Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

•Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

•Level 3: Significant unobservable inputs.

~~F-17~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note E – Fair Value Measurement (continued)~~

The Company’s financial assets and liabilities, subject to recurring fair value measurements, as of December 31, ~~2017~~2020 and ~~2016~~2019 are as follows:


			December 31, 2020
			Fair Value Measurements
	Fair value		Level 1		Level 2		Level 3



Liabilities:
Contingent consideration	$	207	$	0	$	0	$	207
Forward contracts	997		0		997		0
Total liabilities	$	1,204	$	0	$	997	$	207

December 31, 2017

Fair Value Measurements
Using Fair Value Hierarchy
Fair value Level 1 Level 2 Level 3
Assets:

Cash equivalents $ 58,436
$ 58,436
$ —
$ —
Current marketable securities – available for sale 64,027
64,027
—
—
Long-term marketable securities – available for sale 29,523
29,523
—
—
Total assets $ 151,986
$ 151,986
$ —
$ —
Liabilities:

Contingent consideration $ 10,000
$ —
$ —
$ 10,000
Forward contracts 783
—
783
—
Total liabilities $ 10,783
$ —
$ 783
$ 10,000


			December 31, 2019
			Fair Value Measurements
	Fair value		Level 1		Level 2		Level 3



Liabilities:
Contingent consideration	$	9,124	$	—	$	—	$	9,124
Forward contracts	495		0		495		0
Total liabilities	$	9,619	$	0	$	495	$	9,124

December 31, 2016

Fair Value Measurements
Using Fair Value Hierarchy
Fair value Level 1 Level 2 Level 3
Assets:

Cash equivalents $ 3,309
$ 3,309
$ —
$ —
Current marketable securities – available for sale 39,495
39,495
—
—
Long-term marketable securities – available for sale 70,559
70,559
—
—
Forward contracts 191
—
191
—
Total assets $ 113,554
$ 113,363
$ 191
$ —
Liabilities:

Contingent consideration $ 7,948
$ —
$ —
$ 7,948
Total liabilities $ 7,948
$ —
$ —
$ 7,948

~~F-18~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note E – Fair Value Measurement (continued)~~

Our level 3 balance consists of contingent consideration related to the Schwartz & Benjamin acquisition. The changes in our level 3 liabilities for the years ended December 31, 2017 and 2016 are as follows:

Balance at January 1, Payments Accrued Interest Acquisitions Change in estimate Foreign Currency Translation Balance at December 31,
2017
Liabilities:
Contingent consideration $ 7,948
(7,359 ) —
20,617
(11,206 ) —
$ 10,000

2016
Liabilities:
Contingent consideration $ 24,775
(16,402 ) —
—
(425 ) —
$ 7,948

The change in estimate of the contingent consideration as of December 31, 2017 and 2016 of $11,206 and $425 has been reflected as a reduction in operating expenses on the Consolidated Statement of Income.

Forward contracts are entered into to manage the risk associated with the volatility of future cash flows ~~denominated in foreign currencies.~~(see Note M - Derivative Instruments). Fair value of these instruments ~~are~~is based on observable market transactions of spot and forward rates.

F-20

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

The Company's Level 3 balance consists of contingent consideration related to acquisitions. The changes in the Company's Level 3 liabilities for the years ended December 31, 2020 and 2019 are as follows:


	Balance at January 1,		Acquisitions	Adjustments(1)(2)	Balance at December 31,
2020

Liabilities:
Contingent consideration	$	9,124	0	(8,917)	$	207

2019
Liabilities:
Contingent consideration	$	3,000	9,124	(3,000)	$	9,124

(1) In 2020, amount consists of adjustments of $4,570 and $4,347 to the purchase accounting of B.B. Dakota, Inc. and GREATS Brand, Inc, respectively. The adjustment of $4,570 was a benefit to operating expenses, related to the change in valuation of the contingent consideration in connection with acquisition of B.B. Dakota, Inc. The adjustment of 4,347, comprises an adjustment of $2,684 to the preliminary fair value, recorded during the first quarter 2020, and a benefit of $1,663 to operating expenses related to the change in valuation of the contingent consideration in connection with the acquisition of GREATS Brand, Inc.

(2) In 2019, amount consists of a benefit of $3,000 to operating expenses related to the Schwartz and Benjamin acquisition.

At December 31, 2020, the liability for potential contingent consideration was $7 in connection with the August 9, 2019 acquisition of GREATS Brand, Inc. Pursuant to the terms of an earn-out provision contained in the equity purchase agreement, between the Company and the sellers of GREATS Brand, Inc., earn-out payments are based on EBITA performance. The fair value of the contingent payments was estimated using a risk neutral simulation model to model the probability of different financial results of GREATS Brand, Inc. during the earn-out period, utilizing a discount rate of 10.0%.

At December 31, 2020, the liability for potential contingent consideration was $200 in connection with the August 12, 2019 acquisition of B.B. Dakota, Inc. Pursuant to the terms of an earn-out provision contained in the equity purchase agreement, between the Company and the sellers of B.B. Dakota, Inc., earn-out payments are based on EBITDA performance. The fair value of the contingent payments was estimated using the Black-Scholes-Merton option pricing method with a nonlinear payoff structure based on a set of financial metrics of B.B. Dakota, Inc. during the earn-out period, utilizing a discount rate of 10.5%.

The Company ~~has~~ recorded a liability for potential contingent consideration in connection with the January 30, 2017 acquisition of Schwartz & Benjamin. Pursuant to the terms of an earn-out provision contained in the equity purchase agreement, as amended, between the Company and the sellers of Schwartz & Benjamin, earn-out payments are based on the performance of certain specified license agreements. The fair value of the contingent payments was estimated using the present value of the payments based on management’s projections of the financial results of Schwartz & Benjamin during the earn-out period.

The Company recorded a liability for potential contingent consideration in connection with the December 30, 2014 acquisition of all of the outstanding capital stock of Trendy Imports S.A. de C.V., Comercial Diecisiette S.A. de C.V., and Maximus Designer Shoes S.A. de C.V. (together "SM Mexico"). Pursuant to the terms of an earn-out agreement between the Company and the seller of SM Mexico, earn-out payments were due annually to the seller of SM Mexico based on the financial performance of SM Mexico for each of the twelve-month periods ending on December 31, 2015 and 2016, inclusive. The fair value of the contingent payments was estimated using the present value of management's projections of the financial results of SM Mexico during the earn-out period. The first An earn-out payment in the aggregate amount of ~~$3,482 for the period ended December 31, 2015~~$7,000 was paid to the ~~seller~~sellers of ~~SM Mexico~~Schwartz & Benjamin in the first quarter of ~~2016. The earn-out payment~~2018, leaving a remaining balance of ~~$4,618 for the period ended~~$3,000 at December 31, ~~2016 was~~2018. In the first quarter of 2019, the Company reversed the $3,000 balance, because it did not have to be paid due to the ~~seller of SM Mexico in 2017.~~

~~The Company recorded a liability for potential contingent consideration in connection with the February 21, 2012 acquisition of all~~termination of the ~~assets~~Kate Spade license agreement held by Schwartz & Benjamin as of Steve Madden Canada Inc., Steve Madden Retail Canada Inc., Pasa Agency Inc. and Gelati Imports Inc. (collectively, “SM Canada”). Pursuant to the terms of an earn-out agreement between the Company and the seller of SM Canada, earn-out payments were due annually to the seller of SM Canada based on the financial performance of SM Canada for each of the 12-month periods ending on MarchDecember 31, ~~2013 through 2017, inclusive.~~ 2019.

The fair value of ~~the contingent payments was estimated~~trademarks is measured on a non-recurring basis using ~~the present value~~Level 3 inputs, including forecasted cash flows, discount rates and implied royalty rates. (see Note I)

The fair values of management’s projections of the financial results of SM Canada during the earn-out period. The final earn-out payment of $2,741 for the period ended March 31, 2017 was paid to the seller of SM Canada in 2017.

Accounting guidance permits entities to choose to measure financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The accounting guidance also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that chose different measurement attributes for similarright-of-use lease assets and ~~liabilities. The Company has elected not~~fixed assets related to ~~measure any eligible items at fair value.~~Company-owned retail stores were determined using Level 3 inputs, including estimated discounted future cash flows associated with the assets using market rents and market participant assumptions. (see Notes H and N)

The carrying value of certain financial instruments such as cash equivalents, certificates of deposit, accounts receivable, factor accounts receivable and accounts payable approximates their fair values due to the short-term nature of their underlying terms. ~~The fair values of investment in marketable~~

~~F-19~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note E – Fair Value Measurement (continued)~~

~~securities available for sale are determined by reference to publicly quoted prices in an active market.~~ Fair value of the notes receivable held by the Company approximates their carrying value based upon their imputed or actual interest rate, which approximates applicable current market interest rates. Some assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. These assets can include long-lived assets

F-21

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.

Note F H - Property and Equipment

The major classes of assets and total accumulated depreciation and amortization are as follows:


		December 31,
	Average Useful Life	2020		2019
Land and building	27.5 (Building)	$	882	$	947
Leasehold improvements	Lesser of remaining lease or asset life	88,012		86,625
Machinery and equipment	10 years	6,340		6,257
Furniture and fixtures	3 to 5 years	11,201		11,354
Computer equipment and software	3 to 10 years	71,601		61,732
Construction in progress		744		9,035
		178,780		175,950
Less impairment (1)		(14,712)		0
Less accumulated depreciation and amortization		(120,800)		(110,446)
Property and equipment - net		$	43,268	$	65,504

December 31,
Average Useful Life 2017 2016
Land and building $ 767
$ 767
Leasehold improvements 81,554
79,165
Machinery and equipment 10 years 7,132
11,112
Furniture and fixtures 5 years 8,629
8,881
Computer equipment and software 3 to 5 years 58,448
57,855
156,530
157,780
Less accumulated depreciation and amortization (85,032 ) (85,399 )
Property and equipment - net $ 71,498
$ 72,381
1) Due to COVID-19 pandemic, impairment was recorded related to stores (see below for further explanation).

Depreciation and amortization expense related to property and equipment included in operating expenses amounted to approximately $~~15,160~~$13,350 in ~~2017, $14,346~~2020, $15,933 in ~~2016~~2019 and $~~13,237~~$16,036 in ~~2015~~.2018. Includes computer software amortization expense for 2020, 2019 and 2018 of $3,007, $2,788 and $3,024, respectively.

Property and equipment, along with other long-lived assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Due to the impacts of the COVID-19 pandemic on the Company’s operations and declines in the retail real estate market, the Company identified indicators of impairment for long-lived assets at certain of its retail stores. For such stores, the Company performed a recoverability test, comparing estimated undiscounted cash flows to the carrying value of the related long-lived assets. When the carrying value was more than the estimated undiscounted cash flows, the Company determined if an impairment test was required. Fair values of the long-lived assets were estimated using an income approach based on management’s forecast of future cash flows derived from continued retail operations and the fair values of individual operating lease assets were determined using estimated market rental rates. Significant estimates are used in determining future cash flows of each store over its remaining lease term, including the Company's expectations of future projected cash flows that include revenues, operating expenses, and market conditions. An impairment loss is recorded if the carrying amount of the long-lived asset group exceeds its fair value. As a result, the Company recorded impairment charges of $14,712 related to furniture fixtures and leasehold improvements for the year ended December 31, 2020. The impairment charges were recorded in the Retail segment.

F-22

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

Note GI – Goodwill and Intangible Assets

The following is a summary of the carrying amount of goodwill by segment as of December 31, ~~2017~~2020 and ~~2016:~~2019:


	Wholesale
	Footwear		Accessories/Apparel		Retail		Net Carrying Amount
Balance at January 1, 2019	$	84,551	$	49,324	$	14,237	$	148,112
Acquisition	0		11,955		4,644		16,599
Purchase accounting adjustment	0		1,409		(2,053)		(644)
Translation and other	7,021		0		261		7,282
Balance at December 31, 2019	91,572		62,688		17,089		171,349

Purchase accounting adjustment	0		0		(2,591)		(2,591)
Translation and other	(249)		0		(244)		(493)
Balance at December 31, 2020	$	91,323	$	62,688	$	14,254	$	168,265

The following tables detail identifiable intangible assets as of December 31, 2020 and 2019:


	2020
	Estimated Lives	Cost Basis		Accumulated Amortization		Impairment and other (1) (2)		Net Carrying Amount
Trade names	6–10 years	$	8,770	$	8,770	$	—	$	0
Customer relationships	10-20 years	38,980		20,805		(1,813)		16,362




		47,750		29,575		(1,813)		16,362
Re-acquired right	indefinite	35,200		0		(7,800)		27,400
Trademarks	indefinite	115,481		0		(44,052)		71,429
		$	198,431	$	29,575	$	(53,665)	$	115,191

(1) Includes the effect of foreign currency translation related primarily to the movements of the Canadian dollar and Mexican peso in relation to the U.S. dollar.

(2) Impairment charges of $44,273 were recorded, of which $27,025, $16,345, $456 and $447 were related to the Company's Cejon, Report, GREATS and Jocelyn trademarks, respectively.


	2019
	Estimated Lives	Cost Basis		Accumulated Amortization		Impairment and other (1)(2)		Net Carrying Amount
Trade names	6–10 years	$	8,770	$	8,418	$	0	$	352
Customer relationships	10-20 years	43,880		22,627		(1,782)		19,471




		52,650		31,045		(1,782)		19,823
Re-acquired right	indefinite	35,200		0		(8,299)		26,901
Trademarks	indefinite	120,035		0		(4,050)		115,985
		$	207,885	$	31,045	$	(14,131)	$	162,709

(1) Includes the effect of foreign currency translation related primarily to the movement of the Canadian dollar and Mexican peso in relation to the U.S. dollar.

(2) An impairment charge of $4,050 was recorded in the second quarter of 2019 related to the Company's Brian Atwood trademark. The impairment was the result of the Company's decision to discontinue distribution of the brand as the Company explores alternatives.

F-23

Wholesale
Net Carrying
Footwear Accessories Retail Amount
Balance at January 1, 2016 $ 73,018
$ 49,324
$ 14,755
$ 137,097
Translation and other (757 ) —
(629 ) (1,386 )
Balance at December 31, 2016 72,261
49,324
14,126
135,711
Acquisition of Schwartz & Benjamin 11,882
—
—
11,882
Translation and other 719
—
226
945
Balance at December 31, 2017 $ 84,862
$ 49,324
$ 14,352
$ 148,538

~~F-20~~

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

The Company evaluates its goodwill and indefinite-lived intangible assets for indicators of impairment at least annually in the beginning of the third quarter of each year or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

~~Note G – Goodwill~~

In the first quarter of 2020, the Company conducted an interim quantitative impairment assessment of goodwill assigned to its reporting units as of March 31, 2020 and ~~Intangible Assets (continued)~~as a result, the fair values of the reporting units exceeded their carrying values by a substantial margin. In the third quarter of 2020, the Company performed a qualitative assessment of goodwill assigned to its reporting units as of July 1, 2020 and concluded that it is more likely than not that the fair values of its reporting units exceeded their respective carrying values and therefore, no goodwill impairment charges were recorded.

~~The following table details identifiable~~In the third quarter of 2020, the Company performed a qualitative assessment of certain indefinite-lived intangible assets as of July 1, 2020 and concluded that it is more likely than not that the fair values of those trademarks exceeded their respective carrying values, and therefore, no impairment charges were recorded. For the Company’s Cejon, Report, GREATS and Jocelyn trademarks, the Company performed quantitative impairment testing throughout the year due to indicators of impairment observed resulting primarily from the COVID-19 pandemic. The estimated fair values of these trademarks were determined using an excess earnings method. The excess earnings method utilizes the present value of the earnings attributable to the intangible asset after providing for the proportion of the earnings that attribute to returns for contributory assets. As a result of the Company’s impairment testing, during the twelve months ended December 31, ~~2017~~2020, the Company’s Cejon, Report, GREATS and ~~2016:~~Jocelyn trademarks with an aggregate carrying amount of $57,198 were written down to their fair values of $12,925, resulting in a pre-tax impairment charge of $44,273. Of the $44,273 impairment charge, $27,472, $16,345 and $456 were recorded in impairment of intangibles in the Wholesale Accessories/Apparel, Wholesale Footwear, and Retail segments, respectively.

2017
Estimated Lives Cost Basis Accumulated Amortization (1) Impairment (2) Net Carrying Amount
Trade names 6–10 years $ 9,220
$ 4,760
$ —
$ 4,460
Customer relationships 10 years 47,019
24,127
—
22,892
License agreements 3–6 years 5,600
5,600
—
—
Non-compete agreement 5 years 2,440
2,375
—
65
Re-acquired right 2 years 4,200
4,200
—
—
Other 3 years 14
14
—
—
68,493
41,076
—
27,417
Re-acquired right indefinite 35,200
7,601
—
27,599
Trade names indefinite 100,333
—
4,045
96,288
$ 204,026
$ 48,677
$ 4,045
$ 151,304
(1) Includes the effect of foreign currency translation related primarily to the changes in the Canadian dollar and Mexican peso in relation to the U.S. dollar.
(2) An initial impairment charge of $3,045 was recorded in the first quarter of 2015, and a final impairment charge of $1,000 was recorded in the fourth quarter of 2017 related to the Company's Wild Pair trademark. The impairment was triggered by a loss of future anticipated cash flows from a significant customer.

2016
Estimated Lives Cost Basis Accumulated Amortization (1) Impairment (2) Net Carrying Amount
Trade names 6–10 years $ 4,590
$ 3,335
$ —
$ 1,255
Customer relationships 10 years 41,509
21,341
—
20,168
License agreements 3–6 years 5,600
5,600
—
—
Non-compete agreement 5 years 2,440
2,426
—
14
Re-acquired right 2 years 4,200
4,200
—
—
Other 3 years 14
14
—
—
58,353
36,916
—
21,437
Re-acquired right indefinite 35,200
9,539
—
25,661
Trade names indefinite 100,333
—
3,045
97,288
$ 193,886
$ 46,455
$ 3,045
$ 144,386
(1) Includes the effect of foreign currency translation related primarily to the changes in the Canadian dollar and Mexican peso in relation to the U.S. dollar.
(2) An impairment charge of $3,045 was recorded in the first quarter of 2015 related to the Company's Wild Pair trademark. The impairment was triggered by a loss of future anticipated cash flows from a significant customer.

~~F-21~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note G – Goodwill and Intangible Assets (continued)~~

The amortization of intangible assets amounted to $~~5,245~~$4,010 for ~~2017, $5,522~~2020, $6,258 for ~~2016~~2019 and ~~$6,145~~$5,718 for ~~2015~~2018 and is included in operating expenses on the Company's Consolidated Statements of (Loss)/Income. The estimated future amortization expense for intangibles as of December 31, 2020 is as follows:


2021	$	2,163
2022	1,743
2023	1,743
2024	1,743
2025	1,743
Thereafter	7,227
Total	$	16,362

2018 $ 4,621
2019 4,547
2020 3,721
2021 2,095
2022 1,563
Thereafter 10,870
Total $ 27,417

Note HJ – ~~Stock-Based~~Equity-Based Compensation

In ~~March 2006,~~February 2019, the Company's Board of Directors ~~of the Company~~ approved the Steven Madden, Ltd. ~~2006 Stock~~2019 Incentive Compensation Plan (the ~~“Plan”~~“2019 Plan”), under which ~~nonqualified~~non-qualified stock options, stock appreciation rights, performance shares, restricted stock, other stock-based awards and performance-based cash awards may be granted to employees, consultants and non-employee directors. The ~~Company’s~~2019 Plan is the successor to the Company's Amended and Restated 2006 Stock Incentive Plan, as amended (the "2006 Plan"), the term of which expired on April 6, 2019. The Company's stockholders approved the 2019 Plan at the Company's annual meeting of stockholders held on May 26, 2006. The stockholders have subsequently approved successive amendments of the Plan, most recently on May 25, 2012, when the stockholders approved a third amendment to the Plan that increased the maximum number of shares that may be issued under the Plan to ~~23,466,000~~. 24, 2019.

The following table summarizes the number of shares of common stock authorized for ~~use~~issuance under the 2019 Plan, the number of stock-based awards granted (net of expired or cancelled awards) under the 2019 Plan and the number of shares of common stock available for the grant of stock-based awards under the 2019 Plan:



Common stock authorized	~~23,466,000~~11,000,000
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled awards	~~(21,818,000~~(2,126,956)	)
Common stock available for grant of stock-based awards as of December 31, ~~2017~~2020	~~1,648,000~~8,873,044

In accordance with accounting guidance relating to stock-based compensation, the Company records compensation for all awards to employees based on the fair value of options and restricted stock on the date of grant. Equity-based compensation is included in operating expenses on the Company's Consolidated Statements of Income. For the years ended December 31, ~~2017~~, ~~2016~~ ~~and~~ ~~2015, total equity-based compensation was as follows:~~

F-24

Years Ended December 31,
2017 2016 2015
Restricted stock $ 16,616
$ 16,494
$ 15,543
Stock options 4,231
3,015
3,155
Total $ 20,847
$ 19,509
$ 18,698

~~F-22~~

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

~~Note H – Stock-Based Compensation (continued)~~

For the year ended December 31, 2015, the Company classified cash flows of $10,510 resulting from the tax benefit from tax deductions in excess of the compensation costs recognized for those options (tax benefits) as financing cash flows. During the third quarter of 2016, the Company adopted Accounting Standards Update No. 2016-09 ("ASU 2016-09"), Improvements to Employee Share-Based Payment Accounting which changes the accounting for certain aspects of share-based payments to employees (refer to Note Q). As a result of the adoption of ASU 2016-09, the Company classifies cash flows resulting from tax benefits as operating cash flows for the years ended December 31, 2017 and 2016. For the years ended December 31, ~~2017~~2020, 2019 and ~~2016,~~2018, total equity-based compensation was as follows:


	Years Ended December 31,
	2020		2019		2018
Restricted stock	$	18,740	$	19,143	$	16,720
Stock options	3,899		4,027		4,356
Total	$	22,639	$	23,170	$	21,076

We calculate an estimated forfeiture rate annually based on historical forfeiture and expectations about future forfeitures. Equity-based compensation is included in operating expenses on the ~~Company realized a tax benefit from stock-based compensation~~Company’s Consolidated Statements of~~$4,019 and $5,244, respectively.~~ Income.

Stock Options

~~The~~Cash proceeds and intrinsic values related to total ~~intrinsic value of~~stock options exercised during ~~2017~~, ~~2016~~December 31, 2020, 2019 and ~~2015~~ ~~amounted to $9,936, $16,983~~ ~~and $12,433~~ ~~respectively.~~ 2018 are as follows:


	Years Ended December 31,
	2020		2019		2018
Proceeds from stock options exercised	$	1,609	$	6,212	$	13,036
Intrinsic value of stock options exercised	$	993	$	4,268	$	6,841

During the years ended December 31, ~~2017~~, ~~2016~~2020, 2019 and ~~2015~~, ~~409,522~~2018, options to purchase approximately 642,534 shares of common stock with a weighted average exercise price of $26.72, 738,903 options with a weighted average exercise price of ~~$34.02~~, ~~322,022~~$28.20 and 773,351 options with a weighted average exercise price of ~~$32.37~~ ~~and~~ ~~455,528~~ ~~options with a weighted average exercise price of $27.27~~$26.38 vested, respectively. As of December 31, ~~2017~~,2020, there were unvested options relating to ~~1,241,187~~746,316 shares of common stock outstanding with a total of ~~$8,426~~$3,547of unrecognized compensation cost and an average vesting period of ~~3.2~~1.2 years. Total consideration received for stock option exercises during the twelve months ended December 31, 2020, 2019 and 2018 was $1,609, $6,212, and $13,036, respectively. The windfall tax benefit realized on these exercises in 2020, 2019 and 2018 was approximately $234, $1,010 and $713, respectively.

The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of options granted, which requires several assumptions. The expected term of the options represents the estimated period of time until exercise and is based on the historical experience of similar awards. Expected volatility is based on the historical volatility of the Company’s common stock. The ~~risk free~~risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. ~~Historically, with~~The dividend yield is based on the ~~exception of a special~~Company's annualized dividend ~~paid in each of November 2005 and November 2006,~~per share amount divided by the ~~Company historically has not paid regular cash dividends and, thus, the expected dividend rate is assumed to be zero.~~Company's stock price. The following weighted average assumptions were used for stock options ~~granted:~~granted during 2020, 2019 and 2018:

2020

2019

2018

Volatility

33.9% to 56.7%

32.0% to 39.6%

25.1% to 33.2%

Risk free interest rate

0.2% to 1.6%

1.6% to 2.5%

2.1% to 2.9%

Expected life in years

3.0 to 5.0

1.0 to 5.0

3.0 to 5.0

Dividend yield

1.2%

1.6%

1.7%

Weighted average fair value

$10.15

$5.38

$6.75

2017 2016 2015
Volatility 23% to 26% 22% to 26% 22% to 28%
Risk-free interest rate 1.48% to 1.99% 0.86% to 1.90% 0.99% to 1.60%
Expected life in years 3 to 5 3 to 5 3 to 5
Dividend yield 0.00% 0.00% 0.00%
Weighted average fair value $8.91 $7.11 $8.81

F-25

~~F-23~~

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

~~Note H – Stock-Based Compensation (continued)~~

Activity relating to stock options granted under the Company’s plans ~~and outside the plans~~ during the three years ended December 31, ~~2017~~2020 is as follows:


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2018	2,846,000	$	23.87
Granted	585,000	32.39
Exercised	(593,000)	22.04
Forfeited	(23,000)	22.59
Outstanding at December 31, 2018	2,815,000	26.03
Granted	272,000	30.93
Exercised	(273,000)	22.77
Forfeited	(12,000)	20.17
Outstanding at December 31, 2019	2,802,000	26.85
Granted	509,000	34.40
Exercised	(80,000)	21.57
Forfeited	(557,000)	34.74
Outstanding at December 31, 2020	2,674,000	$	26.80	3.2	$	23,278
Exercisable at December 31, 2020	1,928,000	$	26.89	3.0	$	16,416

Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at January 1, 2015 3,428,000
$ 19.48

Granted 69,000
36.59

Exercised (1,460,000 ) 14.59

Expired/Forfeited (21,000 ) 28.49

Outstanding at December 31, 2015 2,016,000
23.51

Granted 262,000
33.86

Exercised (746,000 ) 14.36

Expired/Forfeited (33,000 ) 30.59

Outstanding at December 31, 2016 1,499,000
29.72

Granted 1,062,000
37.55

Exercised (655,000 ) 24.73

Expired/Forfeited (9,000 ) 35.23

Outstanding at December 31, 2017 1,897,000
$ 35.80
4.9 years $ 20,680
Exercisable at December 31, 2017 656,000
$ 33.67
3.1 years $ 8,540

The following table summarizes information about stock options at December 31, ~~2017:~~2020:


	Options Outstanding			Options Exercisable
Range of Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (in Years)	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercise Price
$20.15 to $24.72	465,000	1.5	$23.30	400,000	$23.22
$24.73 to $29.30	1,605,000	3.3	25.18	1,031,000	25.33
$29.31 to $33.88	290,000	5.3	30.45	252,000	30.26
$33.89 to $38.47	263,000	2.7	35.85	242,000	35.90
$38.48 to $43.05	51,000	5.8	42.14	3,000	41.18
	2,674,000	3.2	$26.80	1,928,000	$26.89

F-26

Options Outstanding Options Exercisable
Range of Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price
$19.70 to $26.95 9,051
1.2 $22.71 9,056
$22.71
$27.03 to $29.45 80,309
1.8 28.64 80,352
28.64
$30.19 to $33.99 263,045
3.1 31.60 181,717
31.66
$34.06 to $38.05 1,359,071
5.3 36.53 328,974
35.25
$38.96 to $43.30 185,524
6.0 40.11 55,901
39.96
1,897,000
4.9 $35.80 656,000
$33.67

~~F-24~~

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

~~Note H – Stock-Based Compensation (continued)~~

Restricted Stock

The following table summarizes restricted stock activity during the three years ended December 31, ~~2017:~~2020:


	Number of Shares	Weighted Average Fair Value at Grant Date
Outstanding at January 1, 2018	5,876,000	$	17.37
Granted	509,000	31.70
Vested	(1,177,000)	18.44
Forfeited	(71,000)	25.61
Outstanding at December 31, 2018	5,137,000	18.42
Granted	633,000	32.64
Vested	(1,200,000)	19.40
Forfeited	(143,000)	28.61
Outstanding at December 31, 2019	4,427,000	19.84
Granted	561,000	30.35
Vested	(1,189,000)	19.96
Forfeited	(148,000)	34.89
Outstanding at December 31, 2020	3,651,000	$	20.81

Number of Shares Weighted Average Fair Value at Grant Date
Outstanding at January 1, 2015 4,067,000
$ 24.69
Granted 361,000
35.71
Vested (304,000 ) 23.24
Forfeited (69,000 ) 34.23
Outstanding at December 31, 2015 4,055,000
25.32
Granted 434,000
34.30
Vested (276,000 ) 30.28
Forfeited (22,000 ) 33.45
Outstanding at December 31, 2016 4,191,000
25.93
Granted 275,000
37.67
Vested (508,000 ) 30.58
Forfeited (42,000 ) 35.47
Outstanding at December 31, 2017 3,916,000
$ 26.05

As of December 31, ~~2017, there was $63,140~~2020, the Company had $50,210 of total unrecognized compensation cost related to restricted stock awards granted under the 2019 Plan and the 2006 Plan. This cost is expected to be recognized over a weighted average period of ~~5.4~~3.4 years.

The Company determines the fair value of its restricted stock awards based on the market price of its common stock on the date of grant.

The fair value of the restricted stock that vested during the years ended December 31, ~~2017~~, ~~2016~~2020, 2019 and ~~2015~~2018 was $23,839,$~~21,549~~,~~$9,758~~23,263 and ~~$6,980~~,$36,122, respectively.

On January 3, 2012, the Company and its Creative and Design Chief, Steven Madden, entered into an amendment of Mr. Madden’s existing employment agreement, pursuant to which, on February 8, 2012, Mr. Madden was granted ~~1,463,057~~2,194,586 restricted shares of the Company’s common stock at the then market price of ~~$27.34,~~$18.23, which ~~will~~ vest in equal annual installments over a ~~seven-year~~seven-year period commencing on December 31, 2017 and, thereafter, on each December 31 through December 31, 2023, subject to Mr. Madden’s continued employment on each such vesting date. On June 30, 2012, Mr. Madden exercised his right under his employment agreement to receive an additional restricted stock award, and on July 3, 2012, he was granted ~~1,893,342~~2,840,013 restricted shares of the Company's common stock at the then market price of ~~$21.13,~~$14.09, which ~~vests~~vest in equal annual installments over a ~~six-year~~six-year period commencing on December 31, 2018 and, thereafter, on each December 31 through December 31, 2023, subject to Mr. Madden’s continued employment on each such vesting date. On July 20, 2017, pursuant to the employment agreement, Mr. Madden was granted an option to purchase 150,000 shares of the Company's common stock at an exercise price of $40.15 per share, which option is exercisable in equal quarterly installments commencing on October 20, 2017. On March 1, 2017, pursuant to his employment agreement, Mr. Madden was granted an option to purchase ~~750,000~~1,125,000 shares of the Company’s common stock at an

~~F-25~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note H – Stock-Based Compensation (continued)~~

exercise price of ~~$37.35~~$24.90 per share, which option is exercisable in equal annual installments over a ~~five-year~~five-year period commencing on the first anniversary of the grant date. On March 25, 2019, pursuant to an amendment of the employment agreement between the Company and Mr. Madden, which effected the extension of the term of the agreement through December 31, 2026, Mr. Madden was granted 200,000 restricted shares of the Company's common stock. The restricted stock award will vest in three nearly equal annual installments commencing on December 31, 2024.

On August 19, 2019, pursuant to his employment agreement with the Company, Mr. Madden was granted an option to purchase 225,000 shares of the Company's common stock at an exercise price of $30.14 per share, which option vested in four equal installments on November 19, 2019, February 19, 2020, May 19, 2020 and June 30, 2020.

F-27

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

On June 30, 2020, pursuant to his employment agreement with the Company, Mr. Madden was granted an option to purchase 225,000 shares of the Company's common stock at an exercise price of $24.83 per share, which option vests in four equal quarterly installments commencing on September 30, 2020 and ending on June 30, 2021. As of December 31, 2020, Mr. Madden had unvested options to purchase 562,500 shares of the Company's common stock and 2,560,543 restricted shares of the Company's common stock.

Note I K - Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock. The Board of Directors has designated 60,000 shares of such preferred stock as Series A Junior Participating Preferred Stock (“Series A Preferred”). Holders of the shares of Series A Preferred are entitled to dividends equal to 1,000 times dividends declared or paid on the Company's common stock. Each share of Series A Preferred entitles the holder to 1,000 votes on all matters submitted to the holders of common stock. The Series A Preferred has a liquidation preference of $~~1,000~~$1,000 per share and is not redeemable by the Company. No shares of preferred stock have been issued.

Note J L - Share Repurchase Program

The Company's Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), effective as of January 1, 2004. The Share Repurchase Program does not have a fixed expiration or termination date and may be modified or terminated by the Board of Directors at any time. On several occasions the Board of Directors has increased the amount authorized for repurchase ~~most~~of the Company's common stock. Most recently, on ~~July 28, 2017 when~~April 24, 2019, the Board of Directors approved the extension of the Company's Share Repurchase Program for ~~an additional~~up to $200,000 in repurchases of the Company's common ~~stock.~~stock, which includes the amount remaining under the prior authorizations. The Share Repurchase Program permits the Company to effect repurchases from time to time through a combination of open market repurchases or in privately negotiated transactions at such prices and times as are determined to be in the best interest of the Company. In the middle of March 2020, in response to the COVID-19 pandemic, as a precautionary measure the Board of Directors temporarily suspended the repurchase of the Company's common stock which the Board of Directors reinstated on February 24, 2021. During the twelve months ended December 31, ~~2017,~~2020, an aggregate of ~~2,253,802~~769,526 shares of the Company's common stock ~~was~~were repurchased under the Share Repurchase Program, at ana weighted average price per share of ~~$37.62,~~$32.97, for an aggregate purchase price of approximately ~~$84,783.~~$25,369, which includes the amount remaining under the prior authorization. As of December 31, ~~2017,~~2020, approximately ~~$180,861~~$111,590 remained available for future repurchases under the Share Repurchase Program.

The Steven Madden, Ltd. ~~2006 Stock~~2019 Incentive Compensation Plan provides the Company with the right to deduct or withhold, or require employees to remit to the Company, an amount sufficient to satisfy any applicable tax withholding obligations applicable to stock-based compensation awards. To the extent permitted, employees may elect to satisfy all or part of such withholding obligations by tendering to the Company previously owned shares or by having the Company withhold shares having a fair market value equal to the ~~minimum statutory~~employee's withholding tax ~~withholding rate that could be imposed on the transaction.~~obligation. During the twelve months ended December 31, ~~2017,~~2020, an aggregate of ~~346,820~~627,087 shares were withheld in connection with the settlement of vested restricted stock to satisfy tax withholding requirements, at an average price per share of ~~$42.18,~~$33.83, for an aggregate purchase price of approximately ~~$14,629.~~$21,214.

F-28

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

Note KM - Derivative Instruments

The Company uses derivative instruments, specifically, forward foreign exchange contracts, to manage the risk associated with the volatility of future cash flows. The ~~forward~~ foreign exchange contracts ~~will be~~are used to mitigate the impact of exchange rate fluctuations on certain forecasted purchases of inventory and are designated as cash flow hedging instruments. ~~The Company enters into forward contracts with terms of no more than two years.~~ As of December 31, ~~2017,~~ ~~$623~~2020, the Company's entire net forward contracts hedging portfolio consisted of ~~losses related to cash flow hedges are recorded in accumulated other comprehensive income, net~~a notional amount of ~~taxes and are expected to be recognized in earnings at the same time the hedged items affect earnings. As of December 31, 2017,~~$30,203, with the fair value ~~of the Company's foreign currency derivatives, which is~~ included on the Consolidated Balance ~~Sheet~~Sheets in ~~accrued expenses, was $783. As~~other liabilities of $997. For the twelve months ended December 31, ~~2016, $191 of~~gains related to cash flow hedges were recorded in accumulated other comprehensive income, net of taxes and were recognized in earnings at the same time the hedged items affected earnings. As of December 31, 2017 and 2016, none of2020, the Company's hedging activities were considered ineffective due to COVID-19, and, thus, no gains ~~and losses relating~~of $176 related to ineffectiveness ~~on its~~from hedging activities were recognized in the Consolidated Statements of ~~Income. For~~(Loss)/Income during the ~~year ended~~first quarter of 2020. As of December 31, ~~2017 losses of $57~~2019, the Company's hedging activities were ~~reclassified~~considered effective and, thus, no ineffectiveness from ~~accumulated other comprehensive income and~~hedging activities was recognized in the Consolidated Statements of ~~Income in cost of sales as compared to losses of $472~~Income. The following table presents the pre-tax amounts from derivative instruments affecting income and other comprehensive income ("OCI") for the ~~year~~years ended December 31, ~~2016.~~2020, 2019 and 2018, respectively:


Cash Flow Hedges
Forward Contracts:	Location of Gain or Loss Recognized in Net Income on Derivative	Gain/(Loss) Recognized in Accumulated OCI		Gain/(Loss) Reclassified into Income From Accumulated OCI
2020	Cost of Sales	$	(997)	$	(89)
2019	Cost of Sales	(454)		(10)
2018	Cost of Sales	748		(39)

Note N - Leases

During the first quarter 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842),” which requires leases with durations greater than twelve months to be recognized on the balance sheet. The Company adopted the standard using the modified retrospective approach with an effective date as of January 1, 2019. Upon adoption the Company recorded $194,100 of right-of-use asset and $209,000 of lease liabilities.

The Company elected the package of three practical expedients. As such, the Company did not reassess whether expired or existing contracts are or contain a lease and did not need to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The Company did not elect the hindsight practical expedient or the land easement practical expedient, neither of which are applicable to the Company. In addition, the Company has elected to take the practical expedient to not separate lease and non-lease components for all asset classes.

The Company leases office space, sample production space, warehouses, showrooms, storage and retail stores under operating leases. The Company’s portfolio of leases is primarily related to real estate. Because most of its leases do not provide a readily determinable implicit rate, the Company estimated its incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Certain of the leases for the Company’s retail store facilities provide for variable lease payments based on future sales volumes at the leased location, which are not measurable at the inception of the lease and are therefore not included in the measurement of the right-of-use assets and lease liabilities. Under ASC 842, these variable lease costs are expensed as incurred.

As a result of the effects of the COVID-19 pandemic, during the third quarter of 2020, the Company executed amendments to certain leases in its existing operating lease portfolio, which included changes to rental payments either to be fully or partially based on the future sales volumes at the leased location. The Company considered these concessions in accordance with the FASB Staff Q&A—Topic 842 and Topic 840: Accounting For Lease Concessions Related to the Effects of the COVID-19 Pandemic (the “Lease Modification Q&A”), and determined that the concessions resulted in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract consistent with how they would be accounted for as though enforceable rights and obligations for those concessions existed in the original

~~F-26~~

F-29

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

contract. Consequently, the Company elected to account for these concessions as if they were contemplated in the enforceable rights and obligations of the existing contract. Please see Note S for further information.

~~Note L - Operating Leases~~

The Company ~~leases office, showroom, warehouse and retail facilities under noncancelable operating leases~~made payments amounting to $12,064 for COVID-19 lease amendments during the year ended December 31, 2020, which are included in variable lease costs.

Lease right-of-use assets, along with ~~terms expiring at various datesthrough 2030.Future minimum annual lease payments under noncancelable operating leases consist~~other long-lived assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Due to the impact of the ~~following~~COVID-19 pandemic on the Company’s operations and the decline in the retail real estate market, the Company identified indicators of impairment for long-lived assets at certain of its retail stores. For such stores, the Company performed a recoverability test, comparing estimated undiscounted cash flows to the carrying value of the related long-lived assets. When the carrying value was more than the estimated undiscounted cash flows, the Company wrote the assets down to their fair value. Fair values of the long-lived assets were estimated using an income approach based on management’s forecast of future cash flows derived from continued retail operations and the fair values of individual operating lease assets were determined using estimated market rental rates. Significant estimates are used in determining future cash flows of each store over its remaining lease term, including the Company's expectations of future projected cash flows. An impairment loss is recorded if the carrying amount of the long-lived asset group exceeds its fair value. As a result, the Company recorded impairment charges of $22,183 related to store lease right-of-use assets for the year ended December ~~31:~~31, 2020. The impairment charges were recorded in operating expenses in the Retail segment.

Lease Position

The table below presents the lease-related assets and liabilities recorded on the balance sheet as of December 31, 2020:


	Classification on the Balance Sheet	December 31, 2020			December 31, 2019
Assets
Noncurrent (1) (2)	Operating lease right-of-use asset	$	101,379		$	155,700

Liabilities
Current	Operating leases - current portion	$	34,257		$	38,624
Noncurrent	Operating leases - long-term portion	98,592			133,172
Total operating lease liabilities		$	132,849		$	171,796

Weighted-average remaining lease term		5.0 years			5.5 years
Weighted-average discount rate		4.3		%	4.4		%

(1) During the year ended December 31, 2020, the Company recorded pre-tax impairment charges related to the right-of-use assets of $22,183.

(2) During the third quarter of 2019, the Company recorded a pre-tax charge related to the right-of-use asset of $1,883.

Lease Costs

The table below presents certain information related to lease costs for the years ended December 31, 2020 and 2019:


	Years Ended December 31,
	2020		2019
Operating lease cost	$	42,368	$	48,387
Variable lease cost (1)	13,412		172
Short-term lease cost	238		239
Less: sublease income	562		644
Total lease cost	$	55,456	$	48,154

(1) The Company has incurred lease modification expenses of $12,064, which have been included in variable lease costs for the year ended December 31, 2020.

F-30

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

2018 $ 44,629
2019 40,510
2020 38,005
2021 32,440
2022 26,720
Thereafter 66,972
Total $ 249,276

Other Information

The table below presents supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019:


	Years Ended December 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	43,582	$	46,324


	Years Ended December 31,
	2020		2019
Noncash transactions:
Right-of-use asset obtained in exchange for new operating lease liabilities	$	2,746	$	0
Right-of-use asset amortization expense	$	38,228	$	36,170

Undiscounted Cash Flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities recorded on the balance sheet as of December 31, 2020:


2021	$	39,700
2022	30,905
2023	22,407
2024	18,128
2025	14,794
Thereafter	21,955
Total minimum lease payments	147,889
Less: interest	15,040
Present value of lease liabilities	$	132,849

A majority of the retail store leases provide for contingent rental payments if gross sales exceed certain targets. In addition, many of the leases contain rent escalation clauses to compensate for increases in operating costs and real estate taxes. Rent expense for the years ended December 31, ~~2017~~, ~~2016~~2020, 2019 and ~~2015~~2018 was approximately $49,619,$~~56,027~~,$~~52,294~~61,283 and $~~47,710~~,$58,332, respectively. Included in such amounts are contingent rents of $~~424, $238~~$46, $138 and $~~157~~$516 in ~~2017~~, ~~2016~~2020, 2019 and ~~2015~~,2018, respectively.

Rent expense is calculated by amortizing total base rental payments (net of any rental abatements, construction allowances and other rental concessions), on a straight-line basis, over the lease term. ~~Accordingly, rent expense charged to operations differs from rent paid resulting in the Company recording deferred rent.~~

F-31

~~Note M~~ - ~~Income Taxes~~

~~The components of income before income taxes are as follows:~~

2017 2016 2015
Domestic $ 124,472
$ 110,526
$ 81,785
Foreign 47,855
60,474
90,681
$ 172,327
$ 171,000
$ 172,466

~~F-27~~

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

Note M O - Income Taxes ~~(continued)~~

The components of (loss)/income before income taxes are as follows:


	2020		2019		2018
Domestic	$	(63,025)	$	119,166	$	121,674
Foreign	33,040		62,060		55,666
	$	(29,985)	$	181,226	$	177,340

The components of (benefit)/provision for income taxes ~~for all periods presented~~ were as follows:


	2020		2019		2018
Current:
Federal	$	(10,764)	$	18,655	$	32,880
State and local	(545)		3,765		5,012
Foreign	7,958		11,940		11,771
	(3,351)		34,360		49,663
Deferred:
Federal	(4,940)		2,309		(2,489)
State and local	(2,962)		1,343		(200)
Foreign	(451)		1,492		(133)
	(8,353)		5,144		(2,822)
	$	(11,704)	$	39,504	$	46,841

2017 2016 2015
Current:
Federal $ 56,836
$ 47,655
$ 24,838
State and local 5,746
6,063
4,136
Foreign 10,773
3,270
13,960
73,355
56,988
42,934
Deferred:
Federal (22,061 ) (7,050 ) 16,976
State and local 800
153
1,961
Foreign 1,095
(365 ) (3,060 )
(20,166 ) (7,262 ) 15,877
$ 53,189
$ 49,726
$ 58,811

A reconciliation between income taxes computed at the federal statutory rate and the effective tax rate is as follows:


	December 31,
	2020		2019		2018
Income taxes at federal statutory rate	21.0	%	21.0	%	21.0	%
Effects of foreign operations	10.3		(0.1)		(0.7)
Stock-based compensation	11.8		(3.4)		(2.1)
State and local income taxes - net of federal income tax benefit	12.9		2.3		2.4
Nondeductible items	(0.4)		0.7		0.1
Impact of tax reform	14.0		0		2.0
Global intangible low-taxed income ("GILTI")	(18.2)		—		—
Valuation allowance	(9.3)		0.6		0.4
Prepaid tax adjustment related to prior years	0		0		3.8
Other	(3.1)		0.7		(0.5)
Effective tax rate	39.0	%	21.8	%	26.4	%

The primary changes between the Company’s effective tax rate for the year ended December ~~22, 2017, the Tax Cuts~~31, 2020 and ~~Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes~~2019 are due to the ~~Internal Revenue Code~~year-over-year benefit resulting from the exercising and vesting of ~~1986, as amended. Changes include, but are not limited~~share-based awards, an increase in tax benefit related to a ~~reduction in~~net operating loss carryback claim set forth by the ~~U.S. corporate statutory tax rate from 35% to 21% effective for tax years beginning after December 31, 2017, the transition from a worldwide tax system to a territorial regime,~~Coronavirus Aid, Relief, and ~~a one-time transition tax on the deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company has calculated its best estimate of the impact of the Tax~~Economic Security Act ~~in its year end income tax provision in accordance with its understanding of the Tax Act and guidance available as of the filing of this Annual Report on Form 10-K, and as a result recorded $7,599 as~~(the “CARES Act”), an additional net income tax benefit in the fourth quarter of 2017, the period in which the legislation was enacted. The provisional amount related to the remeasurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future resulted in a $2,315 expense. The provisional amount, comprised of a one-time transition tax on the mandatory deemed repatriation of foreign earnings, resulted in a $9,914 benefit (consisting of a $21,994 tax expense, offset by a $31,908 tax benefit from reversal of existing deferred tax liability on unremitted earnings of foreign subsidiaries) based on cumulative foreign earnings of $310,134. In accordance with Staff Accounting Bulletin No. 118, any adjustments to these provisional amounts will be reported as a component of the Income Tax Provision (Benefit) during the reporting period in which any such adjustments are determined, all of which will be reported no later than the fourth quarter of 2018. The Company continues to evaluate the impacts of the Tax Act on its indefinite reinvestment assertion, as further discussed below.

The Company is subject to the provisions of the FASB ASC 740-10, Income Taxes, which requires that the effect on deferred tax assets and liabilities of a change in tax rates be recognized in the period the tax rate change was enacted. However, in December of 2017, the SEC staff issued Staff Accounting Bulletin 118 which provides that companies that have not completed their accounting for the effects of the Tax Act but can determine a reasonable estimate of those effects should include a provisional amount based on their reasonable estimate in their financial statements. The Company, as explained below, has made reasonable estimates in order to account for the effects of the Tax Act.

Although the $7,599 net benefit represents what the Company believes is a reasonable estimate of the impact of the income tax effects of the Tax Act as of December 31, 2017, it should be considered provisional. In light of the complexity of the Tax Act, the Company anticipates additional interpretive guidance from the U.S. Treasury and adjustments during the one year measurement period are probable. Once the Company finalizes certain tax positions when it files its 2017 U.S. tax return it will be able to conclude whether any further adjustments are required to its deferred tax balances in the U.S., as well as to the total liability associated with the one-time mandatory tax.

~~F-28~~

F-32

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

~~Note M~~ - ~~Income Taxes (continued)~~

~~A reconciliation between~~increase in the GILTI tax, a decrease in the state taxes ~~computed at the Federal statutory rate~~incurred, and ~~the effective~~an increase in pre-tax losses in jurisdictions with higher tax ~~rate is as follows:~~

December 31,
2017 2016 2015
Income taxes at federal statutory rate 35.0 % 35.0 % 35.0 %
Effects of foreign operations (4.5 ) (5.3 ) (3.6 )
Stock-based compensation (2.2 ) (3.0 ) —
State and local income taxes - net of federal income tax benefit 2.0
2.0
1.7
Nondeductible items 0.5
0.2
0.1
Impact of tax reform (4.4 ) —
—
Receivable Adjustment 2.7
—
—
Other 1.8
0.2
0.9
Effective rate 30.9 % 29.1 % 34.1 %

rates.

The components of deferred tax assets and liabilities are as follows:


	December 31,
	2020		2019
Deferred tax assets
Receivable allowances	$	5,226	$	8,537
Inventory	4,681		3,247

Accrued expenses	1,109		1,453
Deferred compensation	7,418		8,643

Net operating loss carryforwards	9,987		7,531
Lease liability	31,975		41,382
Other	1,345		493
Gross deferred tax assets before valuation allowance	61,741		71,286

Less: valuation allowance	(4,968)		(2,230)
Gross deferred tax assets after valuation allowance	56,773		69,056

Deferred tax liabilities
Depreciation and amortization	(13,744)		(17,532)
Unremitted earnings of foreign subsidiaries	(2,964)		(3,025)
Right-of-use asset	(24,211)		(37,248)
Amortization of goodwill	(7,665)		(7,682)
Indefinite-lived intangibles	(5,336)		(9,446)
Gross deferred tax liabilities	(53,920)		(74,933)

Net deferred tax assets/(liabilities)	$	2,853	$	(5,877)

December 31,
2017 2016
Deferred taxes assets
        Receivable allowances 7,315
8,800
        Inventory 901
2,202
        Unrealized loss 321
177
        Accrued expenses 1,796
751
        Deferred compensation 11,071
17,569
        Deferred rent 3,737
5,327
        Net carryforwards 300
1,172
        Other 3,842
3,515
    Gross deferred tax assets 29,283
39,513

    Deferred tax liabilities
        Depreciation and amortization (16,210 ) (19,264 )
        Unremitted earnings of foreign subsidiaries (2,422 ) (31,262 )
        Amortization of goodwill (7,883 ) (6,640 )
    Gross deferred tax liabilities (26,515 ) (57,166 )

Net deferred tax assets (liabilities) $ 2,768
$ (17,653 )

~~F-29~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note M~~ - ~~Income Taxes (continued)~~

The Company applies the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

~~In accordance with accounting guidance,~~The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax‑planning strategies in making this assessment.

The Company’s increase in valuation allowance of $2,738 is due to a deferred tax asset on an outside basis difference which the Company ~~has opted~~does not expect to ~~classify~~realize, and net operating loss deferred tax assets in various foreign subsidiaries, which resulted in an aggregate valuation allowance of $4,968 for the year ended December 31, 2020.

F-33

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	December 31,
	2020		2019		2018
Beginning Balance	$	1,150	$	1,511	$	361
Additions for tax positions of prior years	1,145		0		0
Additions related to current period tax positions	0		0		1,150
Reductions for tax positions of prior years	0		(361)		0

Ending Balance	$	2,295	$	1,150	$	1,511

For the years ended December 31, 2020, 2019 and 2018 the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is approximately $2,295, $1,150 and $1,511, in the aggregate, respectively. The Company recognizes interest and penalties, ~~that would accrue according~~if any, related to unrecognized tax benefits in income tax expense. Accrued interest and penalties on unrecognized tax benefits and interest and penalty expense was immaterial to the ~~provisions of relevant~~consolidated financial statements for all periods presented. The unrecognized tax ~~law as~~benefits are not expected to materially change in the next twelve months.

The Company files income tax ~~expense on~~returns in the Consolidated Statements of Income. The Company determines the amount of interest expense to be recognized by applying the applicable statutory rate of interest to the difference between the tax position recognizedU.S., for federal, state, and ~~the amount previously taken or expected to be taken on a tax return.~~local purposes, and in certain other foreign jurisdictions. The Company's tax years ~~2014~~2017 through ~~2017~~2020 remain open to examination by most taxing authorities. During 2017, the U.S. Internal Revenue Service ~~("IRS")~~ completed its audit of the Company's 2014 U.S. income tax return.

The ~~Company does not have any material unrecognized tax benefits recorded as of December 31, 2017 and 2016.~~

~~The Company's~~Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated from foreign operations, aside from undistributed earnings of certain of the ~~Company's~~Company’s foreign subsidiaries that are intended to be indefinitely reinvested in operations outside the U.S. The deferred tax liability of ~~$2,422~~$2,964 at December 31, ~~2017~~2020 reflects the withholding ~~and state and local~~ tax on amounts that may be repatriated from foreign operations.

In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020, which includes significant corporate income tax and payroll tax provisions aimed at providing economic relief. The Company ~~continues~~received or expects to ~~analyze~~continue to receive a corporate income tax benefit on the net operating loss carryback provision set forth by the CARES act, as well as favorable cash flow benefits related to the employee retention credit, employer payroll tax deferral, and accelerated depreciation related to qualified improvement property. The Company will continue to assess the impact of the ~~Tax~~CARES Act ~~on its indefinite reinvestment assertion,~~ and ~~as of December 31, 2017 has recorded a provisional estimate for the potential taxes~~other COVID-19 related ~~to the one-time mandatory tax.~~incentives.

Note NP – Commitments, Contingencies and Other

[1]Legal Proceedings:

In the ordinary course of business, the Company has various pending cases involving contractual disputes, employee-related matters, distribution matters, product liability claims, trademark infringement and other matters. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these legal proceedings should not have a material impact on the Company's financial condition, results of operations or cash flows. It is the policy of management to disclose the amount or range of reasonably possible losses in excess of recorded amounts.

[2]Employment agreements:

Edward R. Rosenfeld. On December 31, ~~2015,~~2018, the Company entered into a new employment agreement with Edward R. Rosenfeld, the ~~Company's~~ Chief Executive Officer and the Chairman of the Board of Directors of the Company, to replace an existing employment agreement that expired on ~~December 31, 2015.~~that date. The agreement, which expires on December 31, ~~2018,~~2021, provides for an annual salary of ~~$900 in 2018.~~approximately $1,042 for the period from January 1, 2021 through December 31, 2021. In addition, pursuant to his new employment agreement, on December 31, ~~2015,~~2018, Mr. Rosenfeld received a grant of ~~75,000~~87,500 shares of the Company's common stock subject to certain restrictions and, on February ~~5, 2016, a further~~1, 2019, Mr. Rosenfeld received an additional grant of ~~75,000~~87,500 shares of the Company's common stock also subject to certain

F-34

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

restrictions. The restricted shares received by Mr. Rosenfeld on December 31, ~~2015~~2018 and February ~~5, 2016~~1, 2019 were issued under the Company's 2006 Stock Incentive Plan, as amended, and vest in equal annual installments over a ~~five-year~~five-year period ~~commencing~~that commenced on December 1, ~~2016~~2019 and February 1, 2020, respectively. On March ~~5, 2017, respectively.~~16, 2020, Mr. Rosenfeld received a grant of 108,030 shares of the Company’s common stock under the 2019 Incentive Compensation Plan, which vest in five equal annual installments of 21,606 shares commencing on March 1, 2021. Additional compensation and bonuses, if any, are at the sole discretion of the Company's Board of Directors.

Steven Madden. On January 3, 2012, the Company and its Creative and Design Chief, Steven Madden, entered into an amendment, dated as of December 31, 2011, to Mr. Madden’s ~~then~~ existing employment agreement with the Company. The amended agreement, which ~~extends~~extended the term of Mr. Madden's employment through December 31, 2023, provides ~~among other things,~~ for a base salary of approximately $7,026 per annum for the period between January 1, 2016 ~~through~~and December 31, 2023. Pursuant to the ~~expiration~~amended agreement, on February 8, 2012, Mr. Madden was granted 2,194,586 restricted shares of the ~~term~~Company’s common stock at the then market price of ~~employment.~~$18.23, which vest in equal annual installments over a seven-year period commencing on December 31, 2017 and, thereafter, on each December 31 through December 31, 2023, subject to Mr. Madden’s continued employment on each such vesting date. Also under the amended agreement, Mr. Madden received the right, exercisable on certain specified dates in fiscal year 2012 only, to elect to receive a grant of restricted stock for a number of shares of the Company’s common stock valued at $40,000 in consideration for certain specified reductions in his annual base salary

~~F-30~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note N – Commitments, Contingencies and Other (continued)~~

in years subsequent to 2012. Mr. Madden exercised this right, and on July 3, 2012, he was granted ~~1,893,342~~2,840,013 restricted shares of the Company's common stock at the then market price of ~~$21.13,~~$14.09, which shares vest in ~~the same manner as the February 8, 2012 restricted stock grant received by Mr. Madden pursuant to the amended agreement. (See Note N to the Consolidated Financial Statements.)~~equal annual installments over a six-year period commencing on December 31, 2018. Further, in addition to the opportunity for cash bonuses at the sole discretion of the Board of Directors, Mr. Madden’s amended agreement entitles him to an annual life insurance premium payment as well as an annual stock option grant. The amended agreement also ~~provides~~provided Mr. Madden the potential for an additional one-time stock option award for ~~750,000~~1,125,000 shares of the Company’s common stock (the “EPS Option”) in the event that the Company achieves earnings per share on a fully-diluted basis equal to ~~$2.00~~$1.33 as to any fiscal year ending December 31, 2015 or thereafter, which performance criteria was achieved for the fiscal year ended December 31, ~~2016 and, as such.~~2016. As such, on March 1, 2017, Mr. Madden was granted the EPS Option at an exercise price of ~~$37.35~~$24.90 per share. The EPS Option vests in equal annual installments over a ~~five-year~~five-year period commencing on the first anniversary of the grant date.

~~Arvind Dharia.~~ On ~~February 2, 2015,~~March 25, 2019, the Company and Mr. Madden, entered into an amendment to Mr. Madden's existing employment agreement with the Company. The amended agreement extends the term of Mr. Madden's employment for three years through December 31, 2026. Pursuant to the amended agreement, on March 25, 2019 Mr. Madden was granted 200,000 restricted shares of the Company's common stock. The restricted stock award will vest in three nearly equal annual installments commencing on December 31, 2024.

Zine Mazouzi. On December 8, 2020, the Company named Zine Mazouzi its Chief Financial Officer, replacing Arvind Dharia, ~~entered~~whose employment agreement ended December 31, 2020. The agreement, which went into ~~an amendment of Mr. Dharia's existing employment agreement. The amendment, among other things, increased his annual base salary to $582 effective~~effect on January 1, ~~2015~~2021, remains in effect through ~~the remainder~~December 31, 2023. Mr. Mazouzi's agreement provides for an annual salary of ~~the term of the~~$550 in 2021, $575 in 2022 and $600 in 2023. In addition, pursuant to his employment agreement, ~~which ends~~ on ~~December 31, 2018. Pursuant to the amendment, on February 2, 2015,~~January 4, 2021, Mr. ~~Dharia received a restricted stock award of 15,000~~Mazouzi was granted 29,155 restricted shares of the Company's common stock ~~which vests~~under the Company's 2019 Incentive Compensation Plan. The restricted shares vest in ~~substantially~~five equal annual installments ~~over a five-year period~~ commencing on ~~February 2, 2016 through February 2, 2020.~~January 4, 2022. The agreement ~~as amended,~~ provides to Mr. Mazouzi the opportunity for an annual performance-based bonus ~~to Mr. Dharia at~~for the ~~discretion of the Board of Directors.~~fiscal years ended December 31, 2021, 2022 and 2023.

Amelia Newton Varela. On December ~~30, 2016,~~27, 2019, the Company entered into a new employment agreement with Amelia Newton Varela, the Company’s President and a member ~~of the~~its Board of Directors, ~~of the Company,~~ to replace an existing employment agreement that expired on December 31, ~~2016.~~2019. The agreement, which remains in effect through December 31, 2022,

F-35

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2020, 2019 and 2018

($ in thousands, except share and per share data)

provides for an annual salary of ~~$650~~$725 in ~~2018~~2021 and ~~$670~~$750 in ~~2019.~~2022. In addition, pursuant to her new employment agreement, on January ~~3, 2017,~~2, 2020, Ms. Varela was granted ~~an option to purchase 100,000~~27,000 restricted shares of the Company's common stock ~~at an exercise price of $35.75. The option, which was granted~~ under the ~~Company’s 2006 Stock~~Company's 2019 Incentive ~~Plan, as amended, vests~~Compensation Plan. The restricted shares vest in ~~four~~five equal annual installments ~~on each anniversary of the date of grant,~~ commencing on January ~~3, 2018.~~2, 2021. The agreement provides to Ms. Varela the opportunity for an annual performance-based bonus for the fiscal years ended December 31, ~~2017, 2018~~2020, 2021 and ~~2019.~~2022.

The Company and Ms. Varela entered into an amendment to her employment agreement, dated February 25, 2021. The amendment set a cap on bonuses payable to Ms. Varela based on our financial performance in 2021 and 2022 of $450. In addition, the Company issued 26,350 restricted shares of common stock to Ms. Varela on March 1, 2021. All of the other terms and provisions of Ms. Varela's 2019 agreement remain in full force and effect.

Awadhesh Sinha. On December ~~30, 2016,~~27, 2019, the Company entered into a new employment agreement with Awadhesh Sinha, the Company's Chief Operating Officer, to replace an existing employment agreement that expired ~~at the end of 2016.~~on December 31, 2019. The new agreement, which remains in effect through December 31, ~~2019,~~2021, provides for an annual salary of ~~$702, and $723 for the years ended December 31, 2018, and 2019, respectively,~~$767 in 2021 and provides to Mr. Sinha the opportunity for annual cash and ~~share based~~share-based incentive bonuses. In addition, pursuant to his new employment agreement, on January ~~3, 2017,~~2, 2020, Mr. Sinha received a grant of ~~28,169~~11,598 shares of the Company's common stock subject to certain restrictions. The restricted shares received by Mr. Sinha were issued under the Company's ~~2006 Stock~~2019 Incentive Compensation Plan ~~as amended,~~ and vest in equal annual installments over a ~~three-year~~two-year period on each of December 15, ~~2017, December 15, 2018,~~2020 and December 15, ~~2019.~~2021.

The Company and Mr. Sinha entered into an amendment to his employment agreement, dated February 25, 2021. This amendment extends the term of Mr. Sinha’s employment with the Company through December 31, 2023. Under this amendment, Mr. Sinha will be required to devote not more than four days per week to his duties as Chief Operating Officer beginning on January 1, 2022, and on January 1, 2023, he will become a Senior Advisor to the Company and will be required to devote not more than two days per week to such executive-level duties as are reasonably assigned to him by our Chief Executive Officer. The amendment (i) provides that Mr. Sinha’s base compensation will be $500 for calendar year 2022 and $300 for calendar year 2023, (ii) his bonus based on our financial performance in 2021 will be capped at $450, (iii) his bonus based on our financial performance in 2022 will be capped at $200, and (iv) he will not be entitled to a performance bonus for 2023. All of the other terms and provisions of Mr. Sinha's 2019 agreement remain in full force and effect.

Karla Frieders. On ~~April~~May 11, ~~2017,~~2020, the Company entered into a new employment agreement with Karla Frieders, the Company’s Chief Merchandising Officer, to replace an existing employment agreement which expired on ~~February 28, 2017.~~April 30, 2020. The agreement, which remains in effect through April 30, ~~2020,~~2023, provides to Ms. Frieders an annual salary of ~~$550 for the period commencing on April 11, 2017 and ending on April 30, 2018; $570 for the period commencing on May 1, 2018 and ending on April 30, 2019; and~~ $590 for the period commencing on May 1, ~~2019~~2020 and ending on April 30, ~~2020;~~2023 and an annual performance-based bonus for the fiscal years ending December 31, ~~2017, 2018~~2020, 2021 and ~~2019~~2022 in an amount to be determined at the discretion of the Company. In addition, pursuant to her new employment agreement, on ~~April~~May 11, ~~2017,~~2020, Ms. Frieders received a grant of ~~20,000~~32,758 shares of the Company's common stock subject to certain restrictions. The restricted shares received by Ms. Frieders were issued under the Company's ~~2006 Stock~~2019 Incentive Compensation Plan ~~as amended,~~ and vest in equal annual installments over a ~~five-year~~five-year period commencing on ~~April~~May 1, ~~2018~~2021 and ending on ~~April~~May 1, ~~2022.~~2025.

~~F-31~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note N – Commitments, Contingencies and Other (continued)~~

~~Michael Paradise.~~ On April 5, 2016, the Company entered into a new employment agreement with Michael Paradise, the Company's Executive Vice President - Legal Counsel. The agreement, which remains in effect through December 31, 2018, provides to Mr. Paradise an annual salary of $400 subject to periodic increases as determined by the Board of Directors, and an annual performance-based bonus for the fiscal years ending December 31, 2016, December 31, 2017 and December 31, 2018 in an amount to be determined at the discretion of the Company. The agreement also provides Mr. Paradise with a signing bonus in the amount of $250. In addition, pursuant to his employment agreement, on June 1, 2016, Mr. Paradise received a grant of 7,217 shares of the Company's common stock subject to certain restrictions. The restricted shares received by Mr. Paradise were issued under the Company's 2006 Stock Incentive Plan, as amended, and vest in equal annual installments over a four-year period commencing on June 1, 2017 and ending on June 1, 2020.

[3]Letters of credit:

At December 31, ~~2017,~~2020, the Company had no$188 open letters of credit for the purchase of ~~imported merchandise.~~inventory.

[4]License agreements:

On January 30, 2017, the Company acquired all of the outstanding capital stock of Schwartz & Benjamin, which holds licenses to manufacture, market and sell footwear with the Kate Spade® and Avec Les Filles® trademarks. The license agreements require Schwartz & Benjamin to pay the licensor a royalty equal to a percentage of net sales and a minimum royalty in the event that specified net sales targets are not achieved. The license agreements extend through December 31, 2020.

In ~~August 2017,~~January 2018, the Company entered into a license agreement with ~~Donna Karan Studio~~Nine West Development LLC, subsequently acquired by WHP Global, for the right to manufacture, market and sell women's ~~belts with~~fashion footwear and handbags under the ~~DKNY®~~Anne Klein®, AK Sport®, AK Anne Klein Sport® and ~~Donna Karan® brands.~~the Lion Head Design® trademarks. The agreement, unless extended, expires on ~~December 31, 2020.~~June 30, 2023. The agreement requires that the Company pay the licensor a royalty equal to a percentage of net sales and a minimum royalty in the event that specified net sales targets are not achieved.

~~On March 1, 2014, the Company entered into a license agreement with ABG Juicy Couture, LLC, under which the Company has the right~~

F-36

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to use the Juicy Couture® trademark in connection with the sale and marketing of women's footwear. The agreement requires the Company to pay the licensor a royalty equal to a percentage of net sales and a minimum royalty in the event that specified net sales targets are not achieved. The agreement terminated on Consolidated Financial Statements

December 31, ~~2017.~~2020, 2019 and 2018

($ in thousands, except share and per share data)

On February 9, 2011, the Company entered into a license agreement with Basic Properties America Inc. and BasicNet S.p.A, under which the Company has the right to use the Superga® trademark in connection with the sale and marketing of women's footwear. The agreement requires the Company to pay the licensor a royalty equal to a percentage of net sales and a minimum royalty in the event that specified net sales targets are not achieved. The agreement was amended on April 11, 2013 to extend the term of the agreement through December 31, 2022.

Future minimum royalty payments under all of the Company's license agreements are ~~$4,078 for 2018, $10,060 for 2019 through 2020 and $2,000~~$8,350 for 2021 and $11,875 for 2022 through ~~2022.~~2023. Royalty expenses are included in the “cost of ~~goods sold”~~goods” section of the Company's Consolidated Statements of (Loss)/Income.

[5]Concentrations:

The Company maintains cash and cash equivalents with various major financial institutions, which at times are in excess of the amount insured. ~~In addition, the Company's marketable securities are principally held at three brokerage companies~~.

During the year ended December 31, ~~2017,~~2020, the Company did not purchase more than 10% of its merchandise from any single supplier. Total product purchases from vendors located in China for the year ended December 31, ~~2017~~2020 were ~~approximately 93%~~78%.

During the year ended December 31, ~~2016,~~2019, the Company did not purchase more than 10% of its merchandise from any single supplier. Total product purchases from vendors located in China for the year ended December 31, ~~2016~~2019 were ~~approximately 87%~~88%.

~~F-32~~

~~STEVEN MADDEN, LTD. AND SUBSIDIARIES~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2017, 2016 and 2015~~

~~($ in thousands, except share and per share data)~~

~~Note N – Commitments, Contingencies and Other (continued)~~

During the year ended December 31, ~~2015,~~2018, the Company did not purchase more than 10% of its merchandise from any single supplier. Total product purchases from vendors located in China for the year ended December 31, ~~2015~~2018 were approximately ~~90%~~94%.

For the year ended December 31, ~~2017,~~2020, sales to Walmart Inc. represented approximately 13.9% of total revenue. At December 31, 2020, Walmart Inc. represented 19.0% of total accounts receivable, Target Corporation represented ~~13.4%~~14.9% of total accounts receivable, Ross Stores, Inc. represented 11.8% of total accounts receivable, The TJX Companies, Inc. represented 11.7% of total accounts receivable and ~~Wal-Mart Stores,~~Nordstrom, Inc. represented ~~14.6%~~10.3% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total ~~net sales~~revenue or any other customers who accounted for more than 10% of total accounts receivable.

~~For the year ended~~At December 31, ~~2016,~~2019, sales to Walmart Inc. represented approximately 11.9% of total revenue. At December 31, 2019, Walmart Inc. represented 17.9% of total accounts receivable, Target Corporation represented ~~12.0%~~13.6% of ~~net~~total accounts receivable and Nordstrom, Inc. represented 10.6% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total revenue or any other customers who accounted for more than 10% of total accounts receivable.

At December 31, 2018, sales to Walmart Inc. represented approximately 17.6% of total accounts receivable, Target Corporation represented 13.8% of total accounts receivable and ~~16.9%~~Nordstrom, Inc. represented 10.6% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total net ~~sales~~revenue or ~~10% of total accounts receivable.~~

~~For the year ended December 31, 2015, Target Corporation represented 12.2% of net sales and 16.7% of total accounts receivable. The Company did not have~~ any other customers who accounted for more than 10% of total ~~net sales or 10% of total~~ accounts receivable.

Purchases are made primarily in United States dollars.

~~[6]Valuation and qualifying accounts:~~

~~The following is a summary of the allowance for chargebacks and doubtful accounts related to accounts receivable and the allowance for chargebacks related to the amount due from factor:~~

F-37

Balance at Beginning of Year Additions Deductions Balance at End of Year
Year ended December 31, 2017
     Allowance for doubtful accounts $ 144
$ 15,070
$ 14,598
$ 616
     Allowance for chargebacks 19,138
83,076
76,766
25,448
     Returns 2,549
8,750
9,177
2,122
Year ended December 31, 2016
     Allowance for doubtful accounts 200
5
61
144
     Allowance for chargebacks 19,040
67,649
67,551
19,138
     Returns* 4,822
5,169
7,442
2,549
Year ended December 31, 2015
     Allowance for doubtful accounts 203
162
165
200
     Allowance for chargebacks 18,199
76,085
75,244
19,040
     Returns* $ 5,160
$ 5,868
$ 6,206
$ 4,822

* The return reserve does not take into consideration the Company's ability to resell returned products.

~~F-33~~

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

[6]Valuation and qualifying accounts:

The following is a summary of markdown and chargeback allowances, allowance for doubtful accounts related to accounts receivable and deferred tax asset valuation allowance:


	Balance at Beginning of Year		Additions		Deductions		Balance at End of Year
Year ended December 31, 2020
Markdown and chargeback allowances	$	34,207	$	30,508	$	45,883	$	18,832
Allowance for doubtful accounts	11,066		1,405		3,528		8,943
Deferred tax asset valuation allowance	2,230		2,738		—		4,968
Total	$	47,503	$	34,651	$	49,411	$	32,743
Year ended December 31, 2019
Markdown and chargeback allowances	$	31,357	$	90,031	$	87,181	$	34,207
Allowance for doubtful accounts	10,849		679		462		11,066
Deferred tax asset valuation allowance	649		1,581		—		2,230
Total	$	42,855	$	92,291	$	87,643	$	47,503
Year ended December 31, 2018
Markdown and chargeback allowances	$	26,213	$	86,463	$	81,319	$	31,357
Allowance for doubtful accounts	616		10,887		654		10,849
Deferred tax asset valuation allowance	0		649		—		649
Total	$	26,829	$	97,999	$	81,973	$	42,855

Note OQ – Operating Segment Information

The Company operates the following ~~business~~operating segments, which are presented as reportable segments: Wholesale Footwear, Wholesale ~~Accessories,~~Accessories/Apparel, Retail, First Cost and Licensing. The Wholesale Footwear segment, through sales to department stores, mid-tier retailers, mass market merchants, online retailers and specialty stores, derives revenue, both domestically and ~~worldwide (via our International business),~~internationally, from sales of branded and private label women’s, men’s, girls’ and children’s footwear. The Wholesale ~~Accessories~~Accessories/Apparel segment, which includes branded and private label handbags, apparel, belts and small leather goods as well as cold weather and selected other fashion accessories, derives revenue, both domestically and ~~worldwide (via our International business),~~internationally, from sales to department stores, mid-tier retailers, mass market merchants, online retailers and specialty stores. ~~Our~~The Company's Wholesale Footwear and Wholesale ~~Accessories~~Accessories/Apparel segments ~~through our International business,~~ derive revenue from Albania, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Hungary, Ireland, Kosovo, Latvia, Lithuania, Luxembourg, Mexico, the Netherlands, Norway, Poland, Romania, Russia, Slovakia, Slovenia, Sweden, Switzerland,certain countries in Asia, Europe, North America, and ~~Tunisia~~Africa and, under special distribution arrangements, in ~~various other territories within Asia, Europe (excluding the aforementioned nations),~~Australia, the Middle East, India, South and Central America, New Zealand, Southeast Asia and ~~New Zealand.~~pursuant to a partnership agreement in Singapore. The Retail segment, through the operation of Company-owned retail stores in the United States, Canada and Mexico, ~~our~~the Company's joint ventures in South Africa, China, ~~and~~ Taiwan and ~~the Company’s~~Israel and its websites, derives revenue from sales of branded women’s, men’s and children’s footwear, accessories, apparel and licensed products to consumers. The First Cost segment represents activities of a subsidiary that earns commissions and design fees for serving as a buying agent of footwear products to ~~mass-market merchandisers,~~mass-merchants, mid-tier department stores and other retailers with respect to their purchase of footwear. In the Licensing segment, the Company generates revenue by licensing its Steve Madden®, Steven by Steve Madden® and Madden Girl® trademarks and other trademark rights for use in connection with the manufacture, marketing and sale of eyewear, outerwear, hosiery, activewear, sleepwear, jewelry, watches, ~~sunglasses,~~ hair accessories, umbrellas, bedding, luggage and ~~men’s leather accessories.We license the Stevies® trademark for use in connection with the manufacture, marketing and sale of outerwear exclusively to Target.~~fragrance. In addition, this segment licenses the Betsey Johnson® trademark for use in connection with the manufacture, marketing and sale of women's and ~~children’s~~children's apparel, hosiery, ~~swimwear, fragrance and beauty,~~outerwear, sleepwear, activewear, jewelry, watches, bedding, luggage, ~~stationary,~~ umbrellas and household goods. The Licensing segment also licenses the Dolce Vita® trademark for use in connection with the manufacture, marketing and sale of ~~women's and children's apparel.~~swimwear.

~~F-34~~

F-38

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

~~Note O – Operating Segment Information (continued)~~


Year ended	Wholesale Footwear		Wholesale Accessories		Total Wholesale		Retail			First Cost		Licensing		Consolidated		Year ended	Wholesale Footwear		Wholesale Accessories/Apparel		Total Wholesale		Retail		First Cost		Licensing		Consolidated
December 31, 2017:
Net sales	$	1,017,557	$	256,295	$	1,273,852	$	272,246		$	—	$	—	$	1,546,098
December 31, 2020																December 31, 2020
Total revenue																Total revenue	$	713,662	$	235,892	$	949,554	$	239,389	$	3,902	$	8,969	$	1,201,814
Gross profit	332,367		80,729		413,096		164,645			—		—		577,741		Gross profit	226,556		70,908		297,464		154,206		3,902		8,969		464,541
Commissions and licensing fees – net	—		—		—		—			5,159		9,100		14,259
Income from operations	133,014		23,637		156,651		(1,126		)	5,159		9,100		169,784
Income/(loss) from operations																Income/(loss) from operations	47,854		(17,496)		30,358		(69,248)		1,507		5,778		(31,605)
Depreciation and amortization					11,287		9,645			457		—		21,389		Depreciation and amortization	6,763		2,586		9,349		7,447		564		0		17,360
Segment assets	$	784,334	$	138,720	923,054		122,111			11,996		—		1,057,161		Segment assets	812,654		111,621		924,275		196,019		11,026		6,441		1,137,761
Capital expenditures					$	5,590	$	9,185		$	—	$	—	$	14,775	Capital expenditures	3,733		1,427		5,160		1,402		0		0		6,562
December 31, 2016:
Net sales	$	881,864	$	254,931	$	1,136,795	$	262,756		$	—	$	—	$	1,399,551
December 31, 2019																December 31, 2019
Total revenue																Total revenue	$	1,112,091	$	334,862	$	1,446,953	$	321,182	$	7,441	$	11,581	$	1,787,157
Gross profit	279,835		84,422		364,257		157,726			—		—		521,983		Gross profit	373,587		98,131		471,718		195,277		7,441		11,581		686,017
Commissions and licensing fees – net	—		—		—		—			3,728		8,060		11,788
Income from operations	110,039		31,562		141,601		15,787			3,728		8,060		169,176
Income/(loss) from operations																Income/(loss) from operations	163,482		22,455		185,937		(9,050)		(8,177)		8,104		176,814
Depreciation and amortization					11,734		9,087			281		—		21,102		Depreciation and amortization	8,061		3,186		11,247		9,580		510		0		21,337
Segment assets	$	648,738	$	186,075	834,813		118,168			7,894		—		960,875		Segment assets	868,059		119,231		987,290		275,937		8,979		6,441		1,278,647
Capital expenditures					$	5,990	$	9,907		$	—	$	—	$	15,897	Capital expenditures	9,573		3,783		13,356		4,955		0		0		18,311
December 31, 2015
Net sales	$	898,363	$	266,564	$	1,164,927	$	240,312		$	—	$	—	$	1,405,239
December 31, 2018																December 31, 2018
Total revenue																Total revenue	$	1,058,366	$	300,091	$	1,358,457	$	295,152	$	11,226	$	12,899	$	1,677,734
Gross profit	265,822		88,361		354,183		146,309			—		—		500,492		Gross profit	345,909		91,739		437,648		178,390		11,226		12,899		640,163
Commissions and licensing fees – net	—		—		—		—			6,713		9,852		16,565
Income from operations	104,836		32,612		137,448		17,635			6,713		9,852		171,648
Income/(loss) from operations																Income/(loss) from operations	140,138		27,092		167,230		735		(4,549)		9,966		173,382
Depreciation and amortization					12,624		7,897			236		—		20,757		Depreciation and amortization	8,536		2,274		10,810		10,593		944		135		22,482
Segment assets	$	604,015	$	187,895	791,910		106,823			15,652		—		914,385		Segment assets	774,081		149,644		923,725		114,194		28,210		6,441		1,072,570
Capital expenditures					$	7,237	$	12,222		$	—	$	—	$	19,459	Capital expenditures	5,362		1,428		6,790		5,660		0		0		12,450

Revenues by geographic area are as follows:


	Year Ended December 31,
	2020		2019		2018
Domestic (a)	$	1,054,343	$	1,572,045	$	1,473,588
International	147,471		215,112		204,146
Total	$	1,201,814	$	1,787,157	$	1,677,734

(a) Includes revenues of $249,982, $337,028 and $326,635 for the years ended 2020, 2019 and 2018 related to sales to U.S. customers where the title is transferred outside the U.S. and the sale is recorded by our international entities.

F-39

Year Ended December 31,
2017 2016 2015
Domestic (a) $ 1,383,841
$ 1,258,973
$ 1,255,709
International 162,257
140,578
149,530
Total $ 1,546,098
$ 1,399,551
$ 1,405,239
(a) Includes revenues of $329,107, $312,491 and $331,481 for the years ended 2017, 2016 and 2015 related to sales to U.S. customers where the title is transferred outside the U.S. and the sale is recorded by our International subsidiary.

~~F-35~~

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

Note P R - Quarterly Results of Operations (unaudited)

The following is a summary of the quarterly results of operations for the years ended December 31, ~~2017~~2020 and ~~2016~~:2019:


	March 31,		June 30,		September 30,		December 31,
2020:
Net sales	$	355,684	$	141,363	$	342,830	$	349,066
Commission and licensing fee income	3,484		1,449		4,037		3,901
Total revenue	359,168		142,812		346,867		352,967
Cost of sales (exclusive of depreciation and amortization)	225,704		86,924		206,990		217,655
Gross profit	133,464		55,888		139,877		135,312
Net (loss)/income attributable to Steven Madden, Ltd.	$	(17,451)	$	(16,586)	$	(6,951)	$	22,591
Net (loss)/income per share:
Basic	$	(0.22)	$	(0.21)	$	(0.09)	$	0.29
Diluted	$	(0.22)	$	(0.21)	$	(0.09)	$	0.28
2019:
Net sales	$	410,940	$	444,974	$	497,308	$	414,912
Commission and licensing fee income	4,848		4,655		4,806		4,713
Total revenue	415,788		449,629		502,114		419,625
Cost of sales (exclusive of depreciation and amortization)	253,943		279,629		306,277		261,291
Gross profit	161,845		170,000		195,837		158,334
Net income attributable to Steven Madden, Ltd.	$	34,525	$	36,572	$	52,463	$	17,751
Net income per share:
Basic	$	0.43	$	0.46	$	0.66	$	0.23
Diluted	$	0.41	$	0.44	$	0.63	$	0.21

Becauseeachquarteriscalculatedasadiscreteperiod,thesumofthefourquartersmaynotequalthefull-yearamount as reflected in the Company’s Consolidated Statements of (Loss)/Income.Thisisin accordancewithprescribed reporting requirements.

During the fourth quarter of 2020, the Company recorded an after-tax expense of $3,879 related to payments and a provision for early lease charges and an after-tax charge related to trademark impairments of $1,360. Also during the fourth quarter of 2020, the Company recorded in net income attributable to Steven Madden, Ltd. a tax benefit of $4,191 in connection with the carryback provision of the CARES Act, an after-tax benefit of $932 related to the recovery from the Payless ShoeSource bankruptcy and an after-tax benefit of $930 related to the change in valuation of a contingent considerations.

March 31, June 30, September 30, December 31,
2017:
Net sales $ 366,387
$ 374,148
$ 441,193
$ 364,370
Cost of sales 233,669
234,751
275,303
224,634
Gross profit 132,718
139,397
165,890
139,736
Commissions, royalty and licensing fee income - net 3,927
2,166
4,745
3,421
Net income attributable to Steven Madden, Ltd. $ 20,158
$ 28,964
$ 44,229
$ 24,597
Net income per share:
Basic $ 0.36
$ 0.53
$ 0.81
$ 0.45
Diluted $ 0.35
$ 0.50
$ 0.77
$ 0.43
2016:
Net sales $ 329,357
$ 325,402
$ 408,384
$ 336,408
Cost of sales 213,155
204,357
253,876
206,180
Gross profit 116,202
121,045
154,508
130,228
Commissions, royalty and licensing fee income - net 2,171
2,826
5,358
1,529
Net income attributable to Steven Madden, Ltd. $ 23,659
$ 24,737
$ 43,767
$ 28,748
Net income per share:
Basic $ 0.41
$ 0.43
$ 0.77
$ 0.51
Diluted $ 0.39
$ 0.41
$ 0.74
$ 0.49

Note Q S - Recent Accounting Pronouncements

Recently Adopted

In ~~January 2017,~~April 2020, the ~~Financial~~FASB staff issued Staff Q&A—Topic 842 and Topic 840: Accounting ~~Standards Board (the "FASB"~~For Lease Concessions Related to theEffectsoftheCOVID-19Pandemic(the“LeaseModificationQ&A”) ~~issued Accounting Standards Update 2017-04 ("ASU 2017-04"), "Simplifying~~focusedontheapplicationofleaseaccountingguidanceto lease concessions provided as a result of the ~~Test~~COVID-19 global pandemic. The FASB staff indicated that it would beacceptable for ~~Goodwill Impairment." ASU 2017-04 changes~~entities to elect to not evaluate whether a concession provided by a lessor due to COVID-19 is a leasemodification. Entities making this election can then elect to apply the ~~methodology~~lease modification guidance in ASC 842 or to account for lease concessions related to the effects of ~~applying~~ the ~~quantitative approach during interim or annual impairment testing. The guidance is effective in fiscal years beginning after December 15, 2020~~COVID-19 pandemic consistent with ~~early adoption permitted. The Company adopted the provisions of ASU 2017-04~~how they would be accounted for as thoughthose concessions existed in the ~~second quarter of 2017; the adoption did not have a material impact on the Company's financial statements.~~

~~In July 2015, the FASB issued Accounting Standards Update 2015-11 ("ASU 2015-11"), "Inventory (Topic 330): Simplifying the Measurement of Inventory", which changes the measurement principle~~original contract. The election is available for ~~inventory from the lower of cost or market~~concessions related to the ~~lower~~effects of ~~cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices~~ theCOVID-19pandemicthatdonotresultinasubstantialincreaseinthe ~~ordinary course~~ rightsof ~~business, less reasonably predictable costs~~ thelessorortheobligationsof ~~completion, disposal, and transportation. The Company adopted~~ the ~~provisions of ASU 2015-11 in the first quarter of 2017; the adoption did not have a material impact on the Company's financial statements.~~

In November 2015, the FASB issued Accounting Standards Update 2015-17 ("ASU 2015-17"), "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes." ASU 2015-17 simplifies current guidance and requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet. The Company adopted the provisions of ASU 2015-17 in the first quarter of 2017 under the retrospective approach and, as such, the Company reclassified $13,985 of deferred taxes from current to non-current on our balance sheet as of December 31, 2016.

lessee.

~~F-36~~

F-40

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

~~Note Q~~ - ~~Recent~~In accordance with this interpretive guidance, the Company elected to account for lease concessions related to the effects of theCOVID-19pandemicthatresultedinthetotalpaymentsrequiredbythemodifiedcontractbeingsubstantiallythesameasorlessthantotalpaymentsrequiredbytheoriginalcontractconsistentwithhowtheywouldbeaccountedforasthough enforceablerightsandobligationsforthoseconcessionsexisted intheoriginalcontract.

In August 2018, the FASB issued Accounting ~~Pronouncements (continued)~~Standards Update No. 2018-15 (“ASU 2018-15”), “Intangibles-Goodwill and Other-Internal-UseSoftware (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is aService Contract.” This new guidance aligns the requirements for capitalizing implementation costs incurred in a hostingarrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtaininternal-use software. ASU 2018-15 was effective January 1, 2020 and did not have any significant impact on the Company’sfinancialposition or resultsof operations.

InAugust2018,theFASBissuedAccountingStandardsUpdateNo.2018-13 (“ASU 2018-13”),“FairValueMeasurement(Topic820):Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This new guidance removescertaindisclosurerequirementsrelatedtothefairvaluehierarchy,modifiesexistingdisclosurerequirementsrelatedtomeasurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing thechanges in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair valuemeasurements held at the end of the reporting period and the range and weighted average of significant unobservable inputsused to develop Level 3 fair value measurements. ASU 2018-13 was effective January 1, 2020 and did not have any significantimpacton theCompany’sfinancialposition or resultsofoperations.

InJune2016,theFASBissuedAccountingStandardsUpdate2016-13("ASU2016-13"),"FinancialInstruments-CreditLosses(Topic326):MeasurementofCreditLossesonFinancialInstruments."ASU2016-13replacestheincurredlossimpairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration ofa broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was effective January 1,2020anddidnothaveanysignificantimpactontheCompany’sfinancialposition orresultsof operations.

In December 2019, the FASB issued ASU No. 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for IncomeTaxes. This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptionsto the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency amongreporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 and interim periods withinthose annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in thesame period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendmentsmust be applied on a retrospective or modified retrospective basis. On April 1, 2020, the Company early adopted the newstandard,withno impacttoitsconsolidatedfinancialstatementsandrelated disclosures.

Not Yet Adopted

In ~~February 2018,~~March 2020, the FASB issued ~~Accounting Standards Update~~ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” (“ASU No. ~~2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”~~2020-04”), which ~~allows~~provides practical expedients for ~~stranded tax effects in accumulated other comprehensive income resulting~~contract modifications and certain hedging relationships associated with the transition from ~~the U.S. Tax Cuts and Jobs Act~~reference rates that are expected to be ~~reclassified to retained earnings. ASU 2018-02~~discontinued. This guidance is applicable the Company's borrowing instruments that use LIBOR as a reference rate, and is effective ~~for fiscal years, and interim periods within those years, beginning after~~immediately, but is only available through December ~~15, 2018. Early adoption is permitted.~~31, 2022. The Company is currently evaluating the impact of ~~adopting~~ASU 2020-04; however, at the ~~new standard and~~current time the Company does not expect that the ~~new standard to~~adoption of this ASU will have a material impact on ~~the Company’s financial position or results of operations.~~

In August 2017, the FASB issued Accounting Standards Update 2017-12 ("ASU 2017-12"), "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." ASU 2017-12 changes the recognition and presentation requirements of hedge accounting. The guidance provides new alternatives for applying hedge accounting to additional hedging strategies and measuring the hedged item in fair value hedges of interest rate risk, as well as applies new alternatives for reducing the cost and complexity of applying hedge accounting by easing the requirements for effectiveness testing, hedge documentation and application of the critical terms match method, and reducing the risk of material error correction if a company applies the shortcut method inappropriately. The guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2018 and early adoption is permitted any time after the issuance of the ASU, including in an interim period. The Company is currently evaluating the effect that the new guidance will have on its ~~financial statements and related disclosures.~~

In August 2016, the FASB issued Accounting Standards Update 2016-15 ("ASU 2016-15"), "Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 clarifies how certain cash receipts and payments should be presented in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years with early adoption permitted. We will adopt the guidance when it becomes effective in the first quarter of 2018; the guidance is not expected to have a material impact on our financial statements.

In June 2016, the FASB issued Accounting Standards Update 2016-13 ("ASU 2016-13"), "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 ("ASU 2016-02"), "Leases," which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under ASU 2016-02, lessees will be required to recognize for all leases with terms longer than twelve months, at the commencement date of the lease, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessee’s right to use or control the use of a specified asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures and, although the analysis is not complete, it is expected to have a material impact on thecondensed consolidated financial statements.

In January 2016, the FASB issued Accounting Standards Update 2016-01 ("ASU 2016-01"), "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 generally requires companies to measure investments in equity securities, except those accounted for under the equity method, at fair value and recognize any changes in fair value in net income. The new guidance must be applied using a modified-retrospective approach and is effective for periods beginning after December 15, 2017 and early adoption is not permitted. We will adopt the guidance when it becomes effective in the first quarter of 2018; the guidance is not expected to have a material impact on our financial statements.

In May 2014, the FASB issued new accounting guidance, Accounting Standards Update No. 2014-09 ("ASU 2014-09"), "Revenue from Contracts with Customers," on revenue recognition. The new standard provides for a single five-step model to be applied to

~~F-37~~

F-41

STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, ~~2017, 2016~~2020, 2019 and ~~2015~~2018

($ in thousands, except share and per share data)

Note T – Credit Agreement

~~Note Q~~ - ~~Recent Accounting Pronouncements (continued)~~

Credit Agreement

On July 22, 2020, the Company entered into a $150,000, secured revolving credit agreement (the “Credit Agreement”) with various lenders and Citizens Bank, N.A., as administrative agent (the “Agent”), which replaced the Company’s existing credit facility provided by Rosenthal & Rosenthal, Inc. (“Rosenthal”). The Credit Agreement provides for a revolving credit facility (the “Credit Facility”) scheduled to mature on July 22, 2025. The Company uses the Credit Facility for general corporate purposes.

The initial $150,000 maximum availability under the Credit Facility is subject to a borrowing base calculation consisting of certain eligible accounts receivable, credit card receivables, inventory, and in-transit inventory. Availability under the Credit Facility is reduced by outstanding letters of credit. The Company may from time-to-time increase the maximum availability under the Credit Agreement by up to $100,000 if certain conditions are satisfied.

Borrowings under the Credit Agreement generally bear interest at a variable rate equal to, at the Company’s election, (i) LIBOR for the applicable interest period or (ii) the base rate. The base rate is the highest of (a) the prime rate announced by Citizens Bank, N.A. or its parent company, (b) the sum of the federal funds effective rate plus 0.50%, and (c) the sum of one-month LIBOR plus 1%), plus in each case a specified margin, which is based upon average availability under the Credit Facility from time to time.

Under the Credit Agreement, the Company must also pay (i) a commitment fee to the Agent, for the account of each lender, which accrues at a rate equal to 0.40% per annum on the average daily unused amount of the commitment of such lender, (ii) a letter of credit participation fee to the Agent, for the account of each lender, ranging from 2.00% to 2.50% per annum, based upon average availability under the Credit Facility from time to time, multiplied by the average daily amount available to be drawn under the applicable letter of credit, and (iii) a letter of credit fronting fee to each issuer of a letter of credit under the Credit Agreement, which will accrue at a rate per annum separately agreed upon between the Company and such issuer.

The Credit Agreement contains various restrictions and covenants applicable to the Company and its subsidiaries. Among other requirements, availability under the Credit Facility must, at all ~~revenue contracts with customers~~times, (i) prior to the occurrence of the permanent borrowing base trigger (as defined in the Credit Agreement), equal or exceed the greater of $22,500 and 15% of the line cap (as defined in the Credit Agreement), and (ii) after the occurrence of the permanent borrowing base trigger, equal or exceed the greater of $15,000 and 10% of the line cap. Other than this minimum availability requirement, the Credit Agreement does not include any financial maintenance covenants.

The Credit Agreement requires the Company and various subsidiaries of the Company to guarantee each other’s obligations arising from time to time under the Credit Facility, as well as ~~requires additional financial statement disclosures that~~obligations arising in respect of certain cash management and hedging transactions. Subject to customary exceptions and limitations, all borrowings under the Credit Agreement are secured by a lien on all or substantially all of the assets of the Company and each subsidiary guarantor.

The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the Agent may, and at the request of the required lenders shall, terminate the loan commitments under the Credit Agreement, declare any outstanding obligations under the Credit Agreement to be immediately due and payable or require the Company to adequately cash collateralize outstanding letter of credit obligations. If the Company or, with certain exceptions, a subsidiary becomes the subject of a proceeding under any bankruptcy, insolvency or similar law, then the loan commitments under the Credit Agreement will ~~enable users to understand~~automatically terminate, and any outstanding obligations under the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Companies have an option to use either a retrospective approach or cumulative effect adjustment approach to implement the standard. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017,Credit Agreement and the ~~Company plans to adopt~~cash collateral required under the ~~provisions~~Credit Agreement for any outstanding letter of ~~the new standard in the first quarter~~credit obligations will become immediately due and payable.

As of 2018 using the cumulative effect adjustment approach. The Company is utilizing a comprehensive approach to assess the impact of the guidance on each of our operating segments' revenue streams, including assessment of our performance obligations, principal versus agent considerations and variable consideration. Additionally,December 31, 2020, the Company ~~is evaluating~~had no cash borrowings and $188 letters of credit outstanding under the impact of the new guidance on disclosures, as well as the impact on controls to support the recognition. Based on the foregoing, at the current time the Company does not believe the adoption to have a material impact on its consolidated financial statements as the Company’s current revenue recognition policies are in-line with the principles of the new guidance.

~~Exhibit Index~~

Credit Facility.

F-42



~~2.1~~	Equity Purchase Agreement, dated January 30, 2017, among the Company, Schwartz & Benjamin, Inc., B.D.S., Inc., Quinby Ridge Enterprises LLC, DANIELBARBARA Enterprises LLC, the Sellers party thereto, and Daniel Schwartz, as agent for the Sellers (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2017).
~~2.2~~	First Amendment to Equity Purchase Agreement, dated November 21, 2017, to Equity Purchase Agreement, dated January 30, 2017, among the Company, Schwartz & Benjamin, Inc., B.D.S., Inc., Quinby Ridge Enterprises LLC, DANIELBARBARA Enterprises LLC, the Sellers party thereto, and Daniel Schwartz, as agent for the Sellers †
~~3.01~~	Certificate of Incorporation of Steven Madden, Ltd. (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed with the SEC on August 8, 2013)
~~3.02~~	~~Amended & Restated By-Laws of Steven Madden, Ltd. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on March 28, 2008)~~
~~4.01~~	Specimen Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed with the SEC on August 8, 2013)
~~10.01~~	Third Amended and Restated Secured Promissory Note dated as of June 25, 2007 of Steven H. Madden to the Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 9, 2012)
~~10.02~~	First Allonge to Third Amended and Restated Secured Promissory Note made as of April 8, 2016 between the Company and Steven H. Madden (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 filed with the SEC on May 6, 2016)
~~10.03~~	Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the SEC on November 9, 2010)
~~10.04~~	Amendment to Collection Agency Agreement dated February 16, 2010 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2010 filed with the SEC on March 12, 2010)
~~10.05~~	Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
~~10.06~~	Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
~~10.07~~	Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
~~10.08~~	Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc. (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
~~10.09~~	Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp. (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
~~10.10~~	Letter Agreement dated July 10, 2009 among Rosenthal & Rosenthal, Inc., the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
~~10.11~~	Guarantee dated July 10, 2009 of the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. in favor of Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
~~10.12~~	Third Amended Employment Agreement dated July 15, 2005 between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2005)
~~10.13~~	Amendment dated December 14, 2009 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 17, 2009)



~~10.14~~	Amended and Restated Second Amendment dated as of December 31, 2011 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2011 filed with the SEC on February 29, 2012)
~~10.15~~	Third Amendment dated April 8, 2016 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 filed with the SEC on May 6, 2016)
~~10.16~~	Employment Agreement dated January 1, 1998 between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.07 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000 filed with the SEC on March 30, 2001)#
~~10.17~~	Amendment No. 1 dated June 29, 2001 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 99.4 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001 filed August 14, 2001)#
~~10.18~~	Amendment No. 2 dated October 30, 2002 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002 filed with the SEC on November 14, 2002)#
~~10.19~~	Amendment No. 3 dated February 1, 2006 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 3, 2006)#
~~10.20~~	Amendment No. 4 dated October 7, 2009 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 13, 2009)#
~~10.21~~	Amendment No. 5 dated February 8, 2012 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2012)#
~~10.22~~	Amendment No. 6 dated February 2, 2015 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 4, 2015)#
~~10.23~~	Amendment No. 7 dated as of May 15, 2017 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2017)#
~~10.24~~	Employment Agreement dated December 30, 2016 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 4, 2017)#
~~10.25~~	First Amendment dated as of May 15, 2017 to Employment Agreement dated as of December 30, 2016 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2017)#
~~10.26~~	Employment Agreement dated December 30, 2016 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 4, 2017)#
~~10.27~~	First Amendment dated as of May 15, 2017 to Employment Agreement dated December 30, 2016 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2017)#
~~10.28~~	Employment Agreement dated April 11, 2017 between the Company and Karla Frieders (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2017 filed with the SEC on May 9, 2017)#
~~10.29~~	Employment Agreement dated December 31, 2015 between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 4, 2016)#
~~10.30~~	First Amendment dated May 16, 2016 to Employment Agreement dated December 31, 2015 between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2016)#
~~10.31~~	Employment Agreement dated April 5, 2016 between the Company and Michael Paradise (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2016 filed with the SEC on February 28, 2017)#
~~10.32~~	First Amendment dated as of May 15, 2017 to Employment Agreement dated April 5, 2016 between the Company and Michael Paradise (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2017)#



~~10.33~~	2006 Stock Incentive Plan (Amended and Restated Effective May 22, 2009), amended by the Board of Directors of the Company on April 5, 2012 and approved and adopted by the Company's stockholders on May 25, 2012 (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 1, 2013)#
~~21.01~~	~~Subsidiaries of the Registrant†~~
~~23.01~~	~~Consent of EisnerAmper LLP†~~
~~24.01~~	~~Power of Attorney (included on the signature page of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 1, 2018)~~
~~31.01~~	~~Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†~~
~~31.02~~	~~Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†~~
~~32.01~~	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†*
~~32.02~~	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†*
~~99.01~~	~~Press Release, dated February 27, 2018, issued by Steven Madden, Ltd.†~~
~~101~~	The following materials from Steven Madden, Ltd.'s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.*


†	~~Filed herewith.~~


#	~~Indicates management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(b) of this Annual Report on Form 10-K/A.~~

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.



Delaware						13-3588231
(State or other jurisdiction of						(I.R.S. Employer Identification No.)
incorporation or organization)



Title of ~~Each Class~~each class		Trading symbol(s)	Name of ~~Each Exchange~~each exchange on ~~Which Registered~~which registered
Common Stock, par value $.0001 per share		SHOO	The NASDAQ Stock Market LLC
~~Preferred Stock Purchase Rights~~	~~The NASDAQ Stock Market LLC~~


Steve Madden®			Report®
Steven by Steve Madden®			Report Signature®
Steven®			Dolce Vita®
Madden Girl®			DV8®
Stevies®			DV®
Stevies plus Design®			DV DOLCE VITA®
Topline®			MadLove®
Betseyville®			Blondo®
Betsey Johnson®			Blondo Waterproof plus Heart Design®
LUV BETSEY plus Kiss Design®			By Steve Madden plus Heart®
LUV BETSEY by Betsey Johnson Design®			SM Pass®
Blue by Betsey Johnson®			COOL PLANETTM
Steve Madden plus Design®			BB Dakota®
FREEBIRD By Steven®			GREATS®


	2020
	Pre-tax amounts		Tax benefit		After-tax amounts
Net (loss)					$	(18,281)
Other comprehensive income:
Foreign currency translation adjustment	$	2,551	$	0	2,551
(Loss) on cash flow hedging derivatives	(526)		134		(392)

Total other comprehensive income	$	2,025	$	134	2,159

Comprehensive (loss)					(16,122)
Less: comprehensive income attributable to noncontrolling interests					999
Comprehensive (loss) attributable to Steven Madden, Ltd.					$	(17,121)

	2019
	Pre-tax amounts		Tax benefit/(expense)		After-tax amounts
Net income					$	141,722
Other comprehensive income:
Foreign currency translation adjustment	$	2,885	$	0	2,885
(Loss) on cash flow hedging derivatives	(1,387)		333		(1,054)
Unrealized gain on marketable securities	116		(28)		88
Total other comprehensive income	$	1,614	$	305	1,919

Comprehensive income					143,641
Less: comprehensive income attributable to noncontrolling interests					142
Comprehensive income attributable to Steven Madden, Ltd.					$	143,499

	2018
	Pre-tax amounts		Tax (expense)		After-tax amounts
Net income					$	130,499
Other comprehensive (loss):
Foreign currency translation adjustment	$	(7,983)	$	0	(7,983)
Gain on cash flow hedging derivatives	1,150		(276)		874
Unrealized gain on marketable securities	124		(30)		94
Total other comprehensive (loss)	$	(6,709)	$	(306)	(7,015)

Comprehensive income					123,484
Less: comprehensive income attributable to noncontrolling interests					1,363
Comprehensive income attributable to Steven Madden, Ltd.					$	122,121



	2017
	Pre-tax amounts			Tax benefit/(expense)			After-tax amounts
Net income							$	119,138
Other comprehensive income (loss):
Foreign currency translation adjustment	$	6,836		—			6,836
(Loss) on cash flow hedging derivatives	(1,282		)	468			(814		)
Unrealized gain on marketable securities	183			(67		)	116
Total other comprehensive income	$	5,737		$	401		6,138

Comprehensive income							125,276
Comprehensive income attributable to non-controlling interests							(1,190		)
Comprehensive income attributable to Steven Madden, Ltd.							$	124,086

	2016
	Pre-tax amounts			Tax benefit/(expense)			After-tax amounts
Net income							$	121,274
Other comprehensive income (loss):
Foreign currency translation adjustment	$	(2,147	)	$	—		(2,147		)
Gain on cash flow hedging derivatives	797			(291		)	506
Unrealized gain on marketable securities	2,052			(749		)	1,303
Total other comprehensive (loss)	$	702		$	(1,040	)	(338		)

Comprehensive income							120,936
Comprehensive income attributable to non-controlling interests							(363		)
Comprehensive income attributable to Steven Madden, Ltd.							$	120,573

	2015
	Pre-tax amounts			Tax benefit/(expense)			After-tax amounts
Net income							$	113,655
Other comprehensive income (loss):
Foreign currency translation adjustment	$	(18,734	)	$	—		(18,734		)
Gain on cash flow hedging derivatives	1,962			(716		)	1,246
Unrealized (loss) on marketable securities	(1,847		)	674			(1,173		)
Total other comprehensive (loss)	$	(18,619	)	$	(42	)	(18,661		)

Comprehensive income							94,994
Comprehensive income attributable to non-controlling interests							(717		)
Comprehensive income attributable to Steven Madden, Ltd.							$	94,277



~~EXPLANATORY NOTE~~ SAFE HARBOR STATEMENT			1
PART I
ITEM 1 BUSINESS			1
ITEM 1A RISK FACTORS			112
~~PART II~~ ITEM 1B UNRESOLVED STAFF COMMENTS			21
ITEM 2 PROPERTIES			21
ITEM 3 LEGAL PROCEEDINGS			22
ITEM 4 MINE SAFETY DISCLOSURES			22
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			22
ITEM 6 SELECTED FINANCIAL DATA			25
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS			26
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			35
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			936
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE			36
ITEM 9A CONTROLS AND PROCEDURES			936
ITEM 9B OTHER INFORMATION			37
PART IVIII
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			37
ITEM 11 EXECUTIVE COMPENSATION			37
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS			37
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE			37
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES			37
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES			1137


Nordstrom, Inc.			The TJX Companies, Inc.
Dillard's, Inc.			Amazon.com, Inc.
Macy's, Inc.			Ross Stores, Inc.
Designer Brands, Inc.			Walmart Inc.
Kohl's Corporation			Target Corporation



	Common Stock				Additional Paid‑in Capital			Retained Earnings
	Shares		Amount		Additional Paid‑in Capital			Retained Earnings
Balance - December 31, 2014	63,625		$	6	$	275,039		$	783,904
Share repurchases	(3,704	)	—		—			—
Exercise of stock options	1,460		—		21,301			—
Tax benefit from stock-based compensation	—		—		10,510			—
Issuance of restricted stock	312		—		—			—
Stock-based compensation	—		—		18,698			—
Foreign currency translation adjustment	—		—		—			—
Unrealized holding (loss) on securities (net of tax benefit of $674)	—		—		—			—
Cash flow hedge (net of tax expense of $716)	—		—		—			—
Distributions to non-controlling interests, net	—		—		—			—
Non-controlling investment in JV	—		—		—			—
Net income	—		—		—			112,938
Balance - December 31, 2015	61,693		6		325,548			896,842
Share repurchases	(2,437	)	—		—			—
Exercise of stock options	746		—		10,713			—
Issuance of restricted stock	408		—		—			—
Stock-based compensation	—		—		19,509			—
Foreign currency translation adjustment	—		—		—			—
Unrealized holding gain on securities (net of tax expense of $749)	—		—		—			—
Cash flow hedge (net of tax expense of $291)	—		—		—			—
Distributions to non-controlling interests, net	—		—		—			—
Acquisition of Minority Interest (net of tax benefit of $1,432)	—		—		(2,327		)	—
Net income	—		—		—			120,911
Balance - December 31, 2016	60,410		6		353,443			1,017,753
Share repurchases	(2,601	)	—		—			—
Exercise of stock options	655		—		16,433			—
Issuance of restricted stock	234		—		—			—
Stock-based compensation	—		—		20,847			—
Foreign currency translation adjustment	—		—		—			—
Unrealized holding gain on securities (net of tax expense of $67)	—		—		—			—
Cash flow hedge (net of tax benefit of $468)	—		—		—			—
Non-controlling investment in JV	—		—		—			—
Net income	—		—		—			117,948
Balance - December 31, 2017	58,698		$	6	$	390,723		$	1,135,701



	Accumulated Other Comprehensive Gain (Loss)			Treasury Stock				Non-controlling interest			Total Stockholders' Equity
	Accumulated Other Comprehensive Gain (Loss)			Shares	Amount			Non-controlling interest			Total Stockholders' Equity
Balance - December 31, 2014	$	(12,752	)	19,866	$	(376,942	)	$	274		$	669,529
Share repurchases	—			3,704	(135,637		)	—			(135,637		)
Exercise of stock options	—			—	—			—			21,301
Tax benefit from stock-based compensation	—			—	—			—			10,510
Issuance of restricted stock	—			—	—			—			—
Stock-based compensation	—			—	—			—			18,698
Foreign currency translation adjustment	(18,734		)	—	—			—			(18,734		)
Unrealized holding (loss) on securities (net of tax benefit of $674)	(1,173		)	—	—			—			(1,173		)
Cash flow hedge (net of tax expense of $716)	1,246			—	—			—			1,246
Distributions to non-controlling interests, net	—			—	—			(732		)	(732		)
Non-controlling investment in JV	—			—	—			—			—
Net income	—			—	—			717			113,655
Balance - December 31, 2015	(31,413		)	23,570	(512,579		)	259			678,663
Share repurchases	—			2,437	(86,005		)	—			(86,005		)
Exercise of stock options	—			—	—			—			10,713
Issuance of restricted stock	—			—	—			—			—
Stock-based compensation				—	—			—			19,509
Foreign currency translation adjustment	(2,147		)	—	—			—			(2,147		)
Unrealized holding gain on securities (net of tax expense of $749)	1,303			—	—			—			1,303
Cash flow hedge (net of tax expense of $291)	506			—	—			—			506
Distributions to non-controlling interests, net	—			—	—			(417		)	(417		)
Acquisition of Minority Interest (net of tax benefit of $1,432)	—			—	—			—			(2,327		)
Net income	—			—	—			363			121,274
Balance - December 31, 2016	(31,751		)	26,007	(598,584		)	205			741,072
Share repurchases	—			2,601	(99,412		)	—			(99,412		)
Exercise of stock options	—			—	—			—			16,433
Issuance of restricted stock	—			—	—			—			—
Stock-based compensation				—	—			—			20,847
Foreign currency translation adjustment	6,836			—	—			—			6,836
Unrealized holding gain on securities (net of tax expense of $67)	116			—	—			—			116
Cash flow hedge (net of tax benefit of $468)	(814		)	—	—			—			(814		)
Non-controlling investment in JV	—			—	—			4,716			4,716
Net income	—			—	—			1,190			119,138
Balance - December 31, 2017	$	(25,613	)	28,608	$	(697,996	)	$	6,111		$	808,932



	Maturities as of December 31, 2017				Maturities as of December 31, 2016
	1 Year or Less		1 to 4 Years		1 Year or Less		1 to 4 Years
Corporate bonds	$	11,979	$	29,523	$	11,527	$	70,559
Certificates of deposit	52,048		—		27,968		—
Total	$	64,027	$	29,523	$	39,495	$	70,559



	2017			2016
Currency translation adjustment	$	(24,798	)	$	(31,634	)
Cash flow hedges, net of tax	(623		)	191
Unrealized loss on securities, net of tax	(192		)	(308		)
Accumulated other comprehensive loss	$	(25,613	)	$	(31,751	)


Cash	$	290
Accounts receivable	41
Inventory	1,387
Prepaid and other assets	6,447
Fixed assets	200
Trademark (1)	13,086
Customer relationships (2)	1,140
Accounts payable	(1,963)
Accrued expenses	(1,055)
Deferred tax liabilities long-term	(3,463)
Noncontrolling interest	(1,611)
Total fair value of assets acquired	$	14,499

(1) Trademark assigned an indefinite life.
(2) Customer relationships will be amortized over 20 years.



Inventory	$	11,635
Accounts receivable	10,836
Trademarks	4,630
Customer relations	5,210
Fixed assets	3,281
Prepaids and other assets	2,063
Accounts payable	(7,756		)
Accrued expenses	(4,669		)
Total fair value excluding goodwill	25,230
Goodwill	11,882

Net assets acquired	$	37,112


Cash	$	353
Accounts receivable	4,419
Inventory	6,696
Prepaid and other assets	855
Fixed assets	382
Trademark (1)	9,670
Customer relationships (2)	2,530
Accounts payable	(2,885)
Accrued expenses	(2,893)
Deferred tax liabilities long-term	(2,735)
Total fair value excluding goodwill	16,392
Goodwill	13,365
Net assets acquired	$	29,757

(1) Trademark assigned an indefinite life.
(2) Customer relationships will be amortized over 10 years.



			December 31, 2017
			Fair Value Measurements Using Fair Value Hierarchy
	Fair value		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	58,436	$	58,436	$	—	$	—
Current marketable securities – available for sale	64,027		64,027		—		—
Long-term marketable securities – available for sale	29,523		29,523		—		—
Total assets	$	151,986	$	151,986	$	—	$	—
Liabilities:
Contingent consideration	$	10,000	$	—	$	—	$	10,000
Forward contracts	783		—		783		—
Total liabilities	$	10,783	$	—	$	783	$	10,000



			December 31, 2016
			Fair Value Measurements Using Fair Value Hierarchy
	Fair value		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	3,309	$	3,309	$	—	$	—
Current marketable securities – available for sale	39,495		39,495		—		—
Long-term marketable securities – available for sale	70,559		70,559		—		—
Forward contracts	191		—		191		—
Total assets	$	113,554	$	113,363	$	191	$	—
Liabilities:
Contingent consideration	$	7,948	$	—	$	—	$	7,948
Total liabilities	$	7,948	$	—	$	—	$	7,948



	Balance at January 1,		Payments		Accrued Interest	Acquisitions	Change in estimate		Foreign Currency Translation	Balance at December 31,
2017
Liabilities:
Contingent consideration	$	7,948	(7,359	)	—	20,617	(11,206	)	—	$	10,000

2016
Liabilities:
Contingent consideration	$	24,775	(16,402	)	—	—	(425	)	—	$	7,948



	Wholesale								Net Carrying
	Footwear			Accessories		Retail			Amount
Balance at January 1, 2016	$	73,018		$	49,324	$	14,755		$	137,097
Translation and other	(757		)	—		(629		)	(1,386		)
Balance at December 31, 2016	72,261			49,324		14,126			135,711
Acquisition of Schwartz & Benjamin	11,882			—		—			11,882
Translation and other	719			—		226			945
Balance at December 31, 2017	$	84,862		$	49,324	$	14,352		$	148,538



2018	$	4,621
2019	4,547
2020	3,721
2021	2,095
2022	1,563
Thereafter	10,870
Total	$	27,417



	Number of Shares		Weighted Average Fair Value at Grant Date
Outstanding at January 1, 2015	4,067,000		$	24.69
Granted	361,000		35.71
Vested	(304,000	)	23.24
Forfeited	(69,000	)	34.23
Outstanding at December 31, 2015	4,055,000		25.32
Granted	434,000		34.30
Vested	(276,000	)	30.28
Forfeited	(22,000	)	33.45
Outstanding at December 31, 2016	4,191,000		25.93
Granted	275,000		37.67
Vested	(508,000	)	30.58
Forfeited	(42,000	)	35.47
Outstanding at December 31, 2017	3,916,000		$	26.05



2018	$	44,629
2019	40,510
2020	38,005
2021	32,440
2022	26,720
Thereafter	66,972
Total	$	249,276