Skechers USA, Inc. v. Commissioner of Revenue

Massachusetts Appeals Court·Decided July 30, 2026·No. AC 25-P-928·Published

Opinion

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25-P-928 Appeals Court

SKECHERS USA, INC. vs. COMMISSIONER OF REVENUE.

No. 25-P-928.

Suffolk. April 8, 2026. - July 30, 2026.

Present: Massing, Ditkoff, & Hand, JJ.

Taxation, Corporate excise, Manufacturing corporation.

Appeal from a decision of the Appellate Tax Board.

Michael J. Bowen for the taxpayer. Celine E. de la Foscade-Condon (Brett M. Goldberg also present) for Commissioner of Revenue.

MASSING, J. In this appeal, we consider whether the

taxpayer, Skechers USA, Inc. (Skechers), qualifies as a

"manufacturing corporation" for purposes of the corporate excise

tax. See G. L. c. 63, § 38 (l) (1), as amended through

St. 2013, c. 46, §§ 36, 37. Skechers contends that its business

is to design and market footwear, but that it plays only an

"incidental" role in the actual production of its shoes. The

Appellate Tax Board (board) determined that Skechers was engaged 2

in manufacturing in substantial part and, on that basis,

affirmed the Commissioner of Revenue's (commissioner) denial of

Skechers's application for abatement of corporate excise taxes.

In its appeal from the board's decision, Skechers argues that

the board erred and that, as a design and marketing company, not

a manufacturer, it was entitled to use a more favorable formula

for determining its tax liability. We affirm.

1. Background. Skechers is a Delaware corporation with

its principal place of business in Manhattan Beach, California.

It is an international footwear retailer and wholesaler that

sells a variety of adult and children's "lifestyle" footwear, as

well as functional work shoes, running shoes, and golf shoes,

with retail locations throughout the United States, including

Massachusetts. During the tax years at issue, 2015 through

2017, Skechers maintained two offices in China and one in

Vietnam that functioned as liaisons between its California-based

design team and approximately ten independent factories located

in China and Vietnam.

For each tax year at issue, Skechers filed its

Massachusetts corporate excise tax returns using the three-

factor apportionment formula, based on property, payroll, and

sales, applicable to most general business corporations. As the

board explained in its thoughtful and comprehensive findings of

fact and report, manufacturing corporations with income from 3

business activity that was taxable both within and outside

Massachusetts were required to apportion their income using a

single-factor formula based solely on sales. For manufacturers

with little property or payroll in Massachusetts, like Skechers,

the use of the single-factor formula tended to increase the

proportion of their income apportioned to the Commonwealth,

increasing their tax liability. Thus, it was advantageous for

Skechers not to be considered a manufacturer.

In October 2020, following an audit, the commissioner

issued an adjustment taxing Skechers as a manufacturing

corporation using the single-factor apportionment formula. The

commissioner issued a notice of intent to assess in November

2020, followed by a notice of assessment in December 2020. The

assessment reflected a tax liability of $155,043, an

underpayment penalty of $31,009, and interest of $36,476.98 for

the three years at issue. Skechers filed for an abatement in

April 2021.

After a hearing, the commissioner denied abatement of the

assessed tax and interest but abated the penalty. Skechers paid

the assessment and appealed to the board. After an evidentiary

hearing in October 2023, the board issued a decision in May 2024

in favor of the commissioner. In May 2025, the board issued its

findings of fact and report concluding that Skechers was engaged

in manufacturing in substantial part. This appeal followed. 4

2. Definition of "manufacturing corporation." Before we

set forth the board's factual findings regarding Skechers's

participation in the process of producing Skechers brand

footwear, we summarize the commissioner's and the board's

considerations for determining whether an entity is a

"manufacturing corporation" for tax purposes.

During the tax years at issue, the corporate excise tax

statute, G. L. c. 63, § 38, defined a "manufacturing

corporation" as one "engaged, in substantial part, in

transforming raw or finished physical materials by hand or

machinery, and through human skill and knowledge, into a new

product possessing a new name, nature and adapted to a new use."

G. L. c. 63, § 38 (l) (1), as amended through St. 2013, c. 46,

§§ 36, 37.1 This definition contains two related requirements:

1 Throughout our decision, we cite to the version of the statute and regulations in effect during the relevant tax years. Although the statute was amended in 2017 and again in 2018, those amendments affected other parts of the statute not relevant here. See St. 2017, c. 55, §§ 8, 9. See also St. 2018, c. 273, § 17, 18. Effective January 1, 2025, the Legislature eliminated the distinction between manufacturing and nonmanufacturing corporations for purposes of the excise tax under G. L. c. 63, § 38. All business corporations are now taxed using the single-factor formula. See St. 2023, c. 50, § 31 (striking G. L. c. 63, § 38, in its entirety and inserting new language in place thereof). The same definition of a "manufacturing corporation," however, was inserted in G. L. c. 63, § 42B (e). See St. 2023, c. 50, § 35. Status as a manufacturing corporation, as defined under § 42B (e), remains relevant for purposes of the use tax exemption, G. L. c. 64H, § 6 (r), (s); G. L. c. 64I, § 7 (b), as well as the investment tax credit, G. L. c. 63, § 31A, and the local property tax 5

that the corporation "be engaged in manufacturing," and that it

do so "in substantial part" (citation omitted). Genentech, Inc.

v. Commissioner of Revenue, 476 Mass. 258, 264 (2017). See 830

Code Mass. Regs. § 58.2.1(6) (1999) (setting forth and

illustrating factors for classification as manufacturing

corporation).

"Manufacturing normally involves a change of some

substance, element, or material into something new or

different." Charles River Breeding Lab., Inc. v. State Tax

Comm'n, 374 Mass. 333, 335 (1978). The inquiry focuses on

whether the corporation's activities contribute to the

transformation of materials into a product "of substantially

different character" (citation omitted). Genentech, Inc., 476

Mass. at 262. "A process which does not produce a finished

product, but constitutes an essential and integral part of a

total manufacturing process, may constitute manufacturing." 830

Code Mass. Regs. § 58.2.1(6)(b)(7).

exemption, G. L. c. 59, § 5, Sixteenth (3). See Genentech, Inc. v. Commissioner of Revenue, 476 Mass. 258, 262 n.6 (2017); Onex Communications Corp. v. Commissioner of Revenue, 457 Mass. 419, 422-424 (2010); Commissioner of Revenue v. Houghton Mifflin Co., 423 Mass. 42, 44 & nn.3-4 (1996).

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