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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

(Mark One)

| |  |   |  |                                                                                                                                 
| |  | - |  | --------------------------------------------------------------------------------------------------------------------------------
| |  | x |  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended
December 31, 2009

or

| |  |   |  |                                                                                         
| |  | - |  | ----------------------------------------------------------------------------------------
| |  |  ̈ |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from  to

Commission file Number 0-18490



KSWISS INC.

(Exact name of registrant as specified in its
charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 95-4265988                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|31248 Oak Crest Drive, Westlake Village, California            |  | 91361                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrants telephone
number, including area code    (818) 706-5100



Securities registered pursuant to Section 12(b) of the Act:

|                                                |  |                                          
|----------------------------------------------- |  | -----------------------------------------
|Title of each Class                             |  | Name of each exchange on which registered
|Class A Common Stock, par value $0.01 per share |  | NASDAQ                                   

Securities registered pursuant to
Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.    x  Yes     ̈  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.     ̈  Yes    x  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).     ̈  Yes     ̈  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer   ̈        Accelerated
filer  x        Non-accelerated
filer   ̈        Smaller reporting
company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     ̈  Yes    x  No

The aggregate market
value of the Class A Common Stock of the Registrant held by non-affiliates of the Registrant as of June 30, 2009, the last business day of the Registrants most recently completed second fiscal quarter, based on the closing price of
the Class A Common Stock on the Nasdaq Global Select Market on such date was $227,604,636.

The number of shares of the
Registrants Class A Common Stock outstanding at February 17, 2010 was 27,098,140 shares. The number of shares of the Registrants Class B Common Stock outstanding at February 17, 2010 was 8,039,524 shares.



DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the Registrants 2010 Annual Stockholders
Meeting are incorporated by reference into Part III.









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##### Table of Contents

K·SWISS INC.



INDEX TO ANNUAL REPORT ON FORM 10-K



FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009







|           |  |                                                                                                              |  |     
|---------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|           |  | Caption                                                                                                      |  | Page
|PART I     |  |                                                                                                              |  |     
|           |  |                                                                                                             
|Item 1.    |  | Business                                                                                                     |  | 3   
|           |  |                                                                                                             
|Item 1A.   |  | Risk Factors                                                                                                 |  | 11  
|           |  |                                                                                                             
|Item 1B.   |  | Unresolved Staff Comments                                                                                    |  | 18  
|           |  |                                                                                                             
|Item 2.    |  | Properties                                                                                                   |  | 18  
|           |  |                                                                                                             
|Item 3.    |  | Legal Proceedings                                                                                            |  | 18  
|           |  |                                                                                                             
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                          |  | 18  
|           |  |                                                                                                             
|PART II    |  |                                                                                                              |  |     
|           |  |                                                                                                             
|Item 5.    |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 20  
|           |  |                                                                                                             
|Item 6.    |  | Selected Financial Data                                                                                      |  | 22  
|           |  |                                                                                                             
|Item 7.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 23  
|           |  |                                                                                                             
|Item 7A.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 37  
|           |  |                                                                                                             
|Item 8.    |  | Financial Statements and Supplementary Data                                                                  |  | 38  
|           |  |                                                                                                             
|Item 9.    |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 77  
|           |  |                                                                                                             
|Item 9A.   |  | Controls and Procedures                                                                                      |  | 77  
|           |  |                                                                                                             
|Item 9B.   |  | Other Information                                                                                            |  | 77  
|           |  |                                                                                                             
|PART III   |  |                                                                                                              |  |     
|           |  |                                                                                                             
|Item 10.   |  | Directors, Executive Officers and Corporate Governance                                                       |  | 78  
|           |  |                                                                                                             
|Item 11.   |  | Executive Compensation                                                                                       |  | 78  
|           |  |                                                                                                             
|Item 12.   |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 78  
|           |  |                                                                                                             
|Item 13.   |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 78  
|           |  |                                                                                                             
|Item 14.   |  | Principal Accountant Fees and Services                                                                       |  | 78  
|           |  |                                                                                                             
|PART IV    |  |                                                                                                              |  |     
|           |  |                                                                                                             
|Item 15.   |  | Exhibits and Financial Statement Schedules                                                                   |  | 79  
|           | 
|SIGNATURES |  | 83                                                                                                          



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PART I



|Item 1. |  | Business
|------- |  | --------



Company History and General Strategy



KSwiss Inc. designs, develops and markets an array of athletic footwear for high performance sports use, fitness activities and casual wear under the KSwiss brand. We also design and manufacture
footwear under the Palladium brand. Palladium designs, develops and markets footwear for adventurers for all terrains. Sales of the Palladium brand were approximately 9.8% of total sales in 2009.



KSwiss was founded in 1966 by two Swiss brothers, who introduced one
of the first leather tennis shoes in the United States. The shoe, the KSwiss Classic, has remained relatively unchanged from its original design, and accounts for a significant portion of our sales. The Classic has evolved from a
high-performance shoe into a casual, lifestyle shoe. In our marketing, we have consistently emphasized our commitment to produce products of high quality and enduring style and we plan to continue to emphasize the high quality and classic design of
our products as we introduce new models of athletic footwear.



On December 30, 1986, KSwiss was purchased by an investment group led by our current Chairman of the Board and President, Steven Nichols. Thereafter we recruited experienced management and reduced manufacturing costs by
increasing offshore production and entering into new, lower cost purchasing arrangements. Our products are manufactured to our specifications by overseas suppliers predominately in the Peoples Republic of China (China). In June
1991 and September 1992, we established operations in Taiwan and Europe, respectively, to broaden our distribution on a global scale.



In November 2001, we acquired the worldwide rights and business of Royal Elastics, an Australian-based designer and manufacturer of elasticated
footwear. The purchase excluded distribution rights in Australia, which were retained by Royal Management Pty, Ltd. In April 2009, we sold certain Royal Elastics assets, consisting of its inventory located in Taiwan and its intangible trademarks to
Royal Elastics Holdings Ltd. (REH), a third party, in an arms length transaction. Operations of the Royal Elastics brand have been accounted for and presented as a discontinued operation in the accompanying financial information.



In July 2008, we purchased a 57% equity interest in
Palladium for a total purchase price of 5.3 million, or approximately $8.5 million (including a loan of 3.65 million, or approximately $5.8 million). In June 2009, we purchased the remaining 43% equity interest in Palladium for 5,000,000 plus a variable future price. The future purchase price is equal to an amount calculated in accordance with a formula driven by
Palladiums EBITDA for the twelve months ended December 31, 2012 less 3,300,000, but not to exceed 6,700,000. The fair value of this new liability (the Contingent Purchase Price or CPP) will be determined each quarter
based on the current quarters projection of Palladiums EBITDA for the twelve months ended December 31 of the current year, less 3,300,000, but not less than zero. The change in CPP is based on the current quarters EBITDA projection and will be recognized as interest income or interest expense during the current quarter. The fair value of the CPP at
December 31, 2009 was zero.



The discussion during the
remainder of this Item 1, other than the discussion relating to backlog, trademarks and patents, and employees, relates solely to the KSwiss brand.



KSwiss is a corporation that was organized under the laws of the State of Delaware on April 16, 1990. The Company is successor in
interest to KSwiss Inc., a Massachusetts corporation, which in



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turn was successor in interest to KSwiss Inc., a California corporation. Unless the context otherwise indicates, the terms we, us, KSwiss and the
Company as used herein refers to KSwiss Inc. and its consolidated subsidiaries.



Products



Footwear



Our primary product is footwear.
Starting in 2008, we reclassified our footwear products into two product categories: lifestyle and performance. Historically our product categories were: Classic, tennis/court, training and childrens footwear. Each product category has certain
styles designated as core products. Our core products offer style continuity and often include on-going improvement. We believe our core product program is a critical factor in attempting to achieve our goal of becoming the retailers
most profitable vendor. The core program tends to minimize retailers markdowns and maximizes the effectiveness of marketing expenditures because of longer product life cycles.



Because of our reclassification of our product categories in 2008, we present below in two separate tables the revenue
attributable to our KSwiss brand footwear by product category. Each table sets forth the approximate contribution to revenues (in dollars and as a percentage of revenues) attributable to each footwear category utilized by us during the periods
indicated preceded by a discussion of the applicable product categories.



The reclassification was a result of our brand position being directed more towards a performance orientation. Our lifestyle category will continue to emphasize the Classic and its derivatives. The performance
category will now emphasize performance running, as well as tennis and training. In 2008, we entered the performance running segment with an emphasis on performance innovation. In 2009, we entered into a three year agreement to be the Official Run
Course Sponsor (for footwear and apparel) of the Ford Ironman World Championship, the Foster Grant Ironman World Championship 70.3, Ford Ironman Louisville, Amica Ironman 70.3, Ironman 70.3 Boise, Ironman European Championship (Ironman 70.3
Germany), Ironman UK and Ironman 70.3 Hawaii. In 2009, we also entered into a three year agreement (through 2012) to be the Presenting Sponsor of the Los Angeles Marathon.



Revenues, by product category, for the years ended December 31, 2009 and 2008, are as follows (dollar amounts in thousands). Most
styles within the lifestyle and performance categories are offered in mens (approximately 59% of 2009 revenues), womens (approximately 25% of 2009 revenues) and childrens (approximately 16% of 2009 revenues). There were no
customers that accounted for more than 10% of total revenues during 2009. See Note M to our Consolidated Financial Statements.



|                          |  |      |         |   |      |   |   |   |         |  |     |  
|------------------------- |  | ---- | ------- | - | ---- | - | - | - | ------- |  | --- | -
|                          |  | 2009 |         |   | 2008 |  
|KSwiss Footwear Category |  | $    |         | % |      |   | $ |   | %       | 
|Lifestyle                 |  | $    | 152,905 |   | 73   | % |   | $ | 253,787 |  | 83  | %
|Performance               |  |      | 47,811  |   | 23   |   |   |   | 48,451  |  | 16  |  
|Other (1)                 |  |      | 8,961   |   | 4    |   |   |   | 4,851   |  | 1   |  
|                          |  |      |         |   |      |   |   |   |         |  |     |  
|Total (2)                 |  | $    | 209,677 |   | 100  | % |   | $ | 307,089 |  | 100 | %
|                          |  |      |         |   |      |   |   |   |         |  |     |  
|Domestic (2, 3)           |  | $    | 99,482  |   | 47   | % |   | $ | 137,141 |  | 45  | %
|                          |  |      |         |   |      |   |   |   |         |  |     |  
|Foreign (2, 3)            |  | $    | 110,195 |   | 53   | % |   | $ | 169,948 |  | 55  | %
|                          |  |      |         |   |      |   |   |   |         |  |     |  



|(1) |  | Other consists of apparel, accessories, sport sandals and blemished shoes.
|--- |  | --------------------------------------------------------------------------



|(2) |  | For purposes of this table, revenues do not include other domestic income and fees earned on sales by foreign licensees and distributors.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Included in Total.
|--- |  | --------------------



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Historically, our product categories were the Classic, tennis/court, training and childrens
footwear. The Classic category evolved from a shoe called the Classic, which was originally developed in 1966 as a high-performance tennis shoe. Since that time, the Classic has become a popular casual shoe. The upper of the Classic includes only
three separate pieces of leather, which allows for a relatively simple manufacturing process and yields a product with few seams. This simple construction improves the shoes comfort, fit and durability. We have from time to time incorporated
certain technical advances in materials and construction, but the Classic has remained relatively unchanged in style since 1966, and continues to be the Companys single most important product. In 2000, we successfully launched the Classic
Luxury Edition which is currently sold in the market today. In 2009, we re-mastered and re-launched the original Classic.



The Classic category consisted of several collections, including the Classic collection and the Limited Edition collection, of contemporary sportstyle
or casual products that gave the KSwiss brand the ability to stay relevant and on trend. The Classic collection is comprised of products that we intend to carry in our product assortment for several years. They generally have KSwiss shoe
characteristics such as d-rings and five stripes, and, because they are long-term products, we maintain significant inventory positions of this collection. Significant inventory positions allow for effective electronic data interchange programs with
retailers that fit into our strategy of attempting to become the retailers most profitable vendor. The Limited Edition collection is an example of contemporary or modern sportstyle footwear from the late 1990s onward and is generally
meant as a one-season offering as they are generally fashionable type shoes that are purchased from factories based only on futures orders received from retailers.



Our tennis and training categories through 2007 offered several types of specialty footwear, emphasizing footwear for
tennis and training, respectively. KSwiss has had a steady performance tennis business for many years that includes the 7.0 collection, which is specifically targeted to the elite tennis player and the specialty tennis market. In 2000, we
successfully entered the training market with moderately priced products.



The Childrens category consisted primarily of takedowns of adult shoes from the Classic, tennis/court and training categories.



|                          |  |      |         |   |     |  
|------------------------- |  | ---- | ------- | - | --- | -
|                          |  | 2007 |        
|KSwiss Footwear Category |  | $    |         | % |    
|Classic                   |  | $    | 267,362 |   | 69  | %
|Tennis/Court              |  |      | 25,854  |   | 7   |  
|Training                  |  |      | 19,822  |   | 5   |  
|Childrens                |  |      | 69,732  |   | 18  |  
|Other (1)                 |  |      | 4,650   |   | 1   |  
|                          |  |      |         |   |     |  
|Total (2)                 |  | $    | 387,420 |   | 100 | %
|                          |  |      |         |   |     |  
|Domestic (2, 3)           |  | $    | 194,949 |   | 50  | %
|                          |  |      |         |   |     |  
|Foreign (2, 3)            |  | $    | 192,471 |   | 50  | %
|                          |  |      |         |   |     |  



|(1) |  | Other consists of apparel, accessories, sport sandals and blemished shoes.
|--- |  | --------------------------------------------------------------------------



|(2) |  | For purposes of this table, revenues do not include other domestic income and fees earned on sales by foreign licensees and distributors.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Included in Total.
|--- |  | --------------------



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Apparel and Accessories



We market a limited line of KSwiss branded apparel and accessories. The products are designed with the same classic
strategies used in the footwear line. Classic styling allows us to appeal to a variety of markets, from consumers wanting performance apparel and accessories to the casual sportstyle consumers.



KSwiss introduced apparel in 1999, with a new 7.0 collection of high
tech tennis apparel to complement our performance 7.0 collection of footwear. Our tennis and running collections continue to offer world-class performance apparel (skirts, shorts, tops, polos, dresses and warm-ups) for both men and women. Since our
introduction of the 7.0 collection of tennis apparel, we have added full collections of fitness, training and running apparel to round out the performance offering. In addition, we also offer a collection for the casual athletic consumer consisting
of jackets, sweaters, sweatshirts, track jackets, tee shirts, caps, socks and bags.



The apparel line is distributed through better specialty stores, resorts and fitness centers, as well as sporting goods chains and sporting goods dealers worldwide. The tennis apparel line is sold primarily through
tennis specialty and tennis pro shops. We also outfit professional and celebrity figures which offers us global branding exposure. As discussed in ProductsFootwear, KSwiss has entered into three year agreements as the
Official Run Course Sponsor of certain Ironman Events and the Presenting Sponsor of the Los Angeles Marathon. KSwiss sells its apparel and footwear at these events and markets all products globally.



Sales



We sell our products in the United States through our sales executives and independent sales representatives primarily to
a limited number of specialty athletic footwear stores, pro shops, sporting good stores and department stores. See Risk Factors: Our financial success is limited to the success of our customers and The loss of a significant customer, or a
significant reduction in our sales to such customer, could adversely affect our sales and results of operations. We also sell our products through our website which is increasingly becoming an important sales channel to us particularly in
light of our limited distribution. We also sell our products to a number of foreign distributors. We now have sales offices or distributors throughout the world. In 1991 and 1992, we established sales offices, sales teams and distributors in Asia
and Europe, respectively.



We believe the athletic and
casual footwear industry experiences seasonal fluctuations, due to increased sales during certain selling seasons, including Easter, back-to-school and the year-end holiday seasons. We present full-line offerings for the Easter season for delivery
during the first and second quarters and back-to-school season for delivery during the third quarter, but only limited offerings for the year-end holiday season.



Financial information relating to domestic and international operations is presented as part of Item 8 of this
report. See Note N to our Consolidated Financial Statements.



Marketing



Advertising and Promotion



We believe our strategy of designing products with longer life cycles and
introducing fewer new models relative to our competition enhances the effectiveness of our advertising and promotions. Our current marketing strategy emphasizes distribution to retailers whose marketing strategies are consistent with our reputation
for high quality and service. We have an integrated advertising plan with print, online initiatives, outdoor and television. Traditional media such as print and television is still an



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important part of our media plan but online and outdoor mediums are becoming increasingly more important to our advertising strategy given the changing media landscape and consumer preferences.



The KSwiss website (www.kswiss.com) was
created in 1999 to provide consumers an opportunity to purchase our footwear, apparel and accessories online at prices competitive with our retailers and have the product shipped directly to them. Our website reflects the premium sport positioning
of KSwiss and leverages the assets of our advertising campaigns.



We offer a futures program, under which retailers are offered discounts on orders scheduled for delivery more than five months after the order is made. There is no guarantee that such orders will not be
canceled prior to acceptance by the customer. See Backlog and Risk FactorsOur current backlog of open orders may not be indicative of our level of future sales. This program is similar to programs offered by other
athletic shoe companies. The futures program has a positive effect on inventory costs, planning and production scheduling. See Distribution. In addition, we engage in certain sales programs from time to time that provide for extended
payment terms on initial orders of new styles.



Domestic
Marketing



Domestically, our marketing uses a variety
of traditional media, including television, cinema, out-of-home advertising and sports, music and general interest/fashion magazines, as well as non-traditional media, including the internet and social media networks, public relations, sports
marketing, endorsements, in-store merchandising, product seeding and sponsorship.



Our footwear products are sold domestically through 31 independent regional sales representatives and 15 Company-employed sales managers. The independent sales representatives are paid on a commission basis, and
are prohibited by contract from representing other brands of athletic footwear and related products. These sales personnel sold to approximately 2,300, 2,300 and 2,200 separate accounts as of December 31, 2009, 2008 and 2007, respectively.



We maintain a customer service department consisting of 10
persons at our Westlake Village, California facility. The customer service department accepts orders for our products, handles inquiries and notifies retailers of the status of their orders. We have made a substantial investment in computer
equipment for general customer support and service, as well as for distribution. See Distribution.



International Marketing



In 1991, we established a sales management team in Asia which provides certain regional marketing materials and print and television advertising to our
distributors. We have distributors in certain Pacific Rim countries and other international markets. Distributors of our products are generally contractually obligated to spend specific amounts on advertising and promotion of our products. We
control the nature and content of these promotions. Certain distributors operate retail stores that sell exclusively KSwiss branded product.



To expand the sales and marketing of our products into Europe, we opened our own office in the Netherlands in 1992. Our product is sold through
Company-employed sales managers, independent sales representatives and distributors. Our European marketing uses a variety of media distribution including television advertisements, which are distributed through each regions major network
channels, print media in fashion magazines, in-store merchandising and local publicity events and sponsorships.



Internationally, at the end of 2009, KSwiss had the exclusive right to market our products in 124 countries through 10 international subsidiaries
and 29 distributors.



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Distribution



We purchase footwear from independent manufacturers located predominantly in China. The time required to fill new orders placed by us with our
manufacturers is approximately five months. Such footwear is generally shipped in ocean containers and delivered to our facilities.



We maintain 309,000 square feet of warehouse space at a leased facility in Mira Loma, California. See Item 2. Properties. In some cases,
large customers may receive containers of footwear directly from the manufacturer. We ship by package express or truck from California, depending upon the size of order, customer location and availability of inventory. Distribution to European
customers and certain other European distributors is based out of the public distribution facility in the Netherlands. We generally arrange shipment of other international orders directly from our independent manufacturers.



We maintain an open-stock inventory on certain products which permits us
to ship to retailers on an at-once basis in response to orders placed by mail, fax, toll-free telephone call or electronically. We have made a significant investment in computer equipment that provides on-line capability to determine
open-stock availability for shipment. Additionally, products can be ordered under our futures program. See MarketingAdvertising and Promotion.



Product Design and Development



We maintain offices in California, Taiwan and the Netherlands that include a staff of individuals responsible for the product direction for each
regional market. All design activities occur in our Corporate Office in Westlake Village, California. Additionally, individuals located in our Taiwan, China and Thailand offices are responsible for the execution of the design and detailed
development of new styles for all global regions. The staff receives guidance from our management team in California, who meet regularly to review sales, consumer and market trends.



Manufacturing



In 2009, approximately 78% of our footwear products were manufactured in China, approximately 21% in Thailand and approximately 1% in Taiwan. Although
we have no long-term manufacturing agreements and compete with other athletic shoe companies for production facilities (including companies that are much larger than us), we believe our relationships with our footwear producers are satisfactory and
that we have the ability to develop, over time, alternative sources for our footwear. Our operations, however, could be materially and adversely affected if a substantial delay occurred in locating and obtaining alternative producers. See Risk
Factors: Because we rely on independent manufacturers to produce our products, our sales and profitability may be adversely affected if our independent manufacturers fail to meet pricing, product quality and timeliness requirements or if we are
unable to obtain some components used in our products from limited supply sources or experience supply chain disruptions and Risk Factors: Because a large portion of our imported products are manufactured in China, our profitability may
be adversely affected if the United States government takes action against China for its concern over the level of intellectual property rights protection and enforcements available in China.



All manufacturing of footwear is performed in accordance with detailed
specifications furnished by us and is subject to quality control standards, and we retain the right to reject products that do not meet our specifications. The bulk of all raw materials used in such production are purchased by manufacturers at our
direction. Our inspectors at the manufacturing facilities test and inspect footwear products prior to shipment from those facilities.



During 2009, our apparel and accessory products were manufactured in China, Hong Kong, Korea, Malaysia, Singapore, Taiwan, Thailand, Turkey and the
United States by certain manufacturers selected by us.



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Our operations are subject to compliance with relevant laws and regulations enforced by the United
States Customs Service and other international customs service departments from which we import product and to the customary risks of doing business abroad, including fluctuations in the value of currencies, increases in customs duties and related
fees resulting from position changes by the United States Customs Service or other international customs service departments, import controls and trade barriers (including the unilateral imposition of import quotas), restrictions on the transfer of
funds, work stoppages and, in certain parts of the world, political instability causing disruption of trade. These factors have not had a material adverse impact upon our operations to date. Imports are also affected by the cost of transportation,
the imposition of import duties, and increased competition from greater production demands abroad. The United States or the countries in which our products are manufactured may, from time to time, impose new quotas, duties, tariffs or other
restrictions, or adjust presently prevailing quotas, duty or tariff levels, which could affect our operations and ability to import products at current or increased levels. We cannot predict the likelihood or frequency of any such events occurring.
A change in any such duties, quotas or restrictions could result in increases in the costs of such products generally and might adversely affect the sales or profitability of KSwiss and the athletic footwear industry as a whole.



Our use of common elements in raw materials, lasts and dies gives us
flexibility to duplicate sourcing in various countries in order to reduce the risk that we may not be able to obtain products from a particular country.



Our footwear products entering the United States are subject to customs duties which range from 8.5% to 10.0% of factory cost on footwear made
principally of leather, to duties on synthetic and textile footwear ranging from 6.0% to 20.0% plus, for certain styles, $0.90 per pair. Our footwear products, manufactured in China, entering the European Union are subject to customs duties which
range from 7.0% to 8.0% of landed cost on sports/technical footwear with uppers made principally of leather, a duty rate of 16.8% for synthetic upper footwear and a duty rate ranging from 23.5% to 24.5% for leather upper footwear that is considered
non-sports/non-technical or has a landed cost of under 7.50. Our footwear products, manufactured in Thailand, entering the European Union
are subject to customs duties which range from 3.5% to 4.5% of landed cost on footwear with uppers made principally of leather and a duty rate of 11.9% for synthetic upper footwear. Currently, approximately 91% of our footwear volume is derived from
sales of leather footwear and approximately 9% of our footwear volume is derived from sales of synthetic and textile footwear.



Backlog



Backlog, as of any date, represents orders scheduled to be shipped within the next six months. Backlog does not include orders scheduled to
be shipped on or prior to the date of determination of backlog. At December 31, 2009 and 2008, total futures orders with start ship dates from January through June 2010 and 2009 were approximately $80,924,000 and $92,566,000, respectively,
representing a decrease of 12.6% at December 31, 2009. The 12.6% decrease in total futures orders is comprised of a 22.6% decrease in the first quarter 2010 futures orders offset by a 14.4% increase in the second quarter 2010 futures orders. At
December 31, 2009 and 2008, domestic futures orders with start ship dates from January through June 2010 and 2009 were approximately $29,583,000 and $31,689,000, respectively, representing a decrease of 6.6% at December 31, 2009. At
December 31, 2009 and 2008, international futures orders with start ship dates from January through June 2010 and 2009 were approximately $51,341,000 and $60,877,000, respectively, representing a decrease of 15.7% at December 31, 2009.



The mix of futures and at-once
orders can vary significantly from quarter to quarter and year to year and therefore futures are not necessarily indicative of revenues for subsequent periods. Orders may be canceled by customers without financial penalty.



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Competition



The athletic footwear industry is highly competitive. There are several marketers of footwear larger than us, including Nike and adidas. Each of these
companies has substantially greater financial, distribution and marketing resources as well as greater brand awareness than us.



We have increased our emphasis on product lines beyond our Classic model. In the past, we have introduced products in such highly competitive
categories as court, boating, outdoor and childrens shoes and we entered the higher end priced running category in 2008. See Products. There can be no assurance that we will penetrate these or other new markets or increase the
market share we have established to date.



The principal
elements of competition in the athletic footwear market include brand awareness, product quality, design, pricing, fashion appeal, marketing, distribution, performance and brand positioning. Our products compete primarily on the basis of
technological innovations, quality, style and brand awareness among consumers. While we believe that our competitive strategy has resulted in increased brand awareness and market share, there can be no assurance that we will be able to retain or
increase our market share or respond to changing consumer preferences.



Trademarks and Patents



We utilize trademarks on all our products and believe our products are more marketable on a long-term basis when identified with distinctive markings. KSwiss® is a registered trademark in the United States and certain other countries. Our name is not registered as a trademark in certain countries because of restrictions on
registering names having geographic connotations. However, since KSwiss is not a geographic name, we have often secured registrations despite such objections. Our shield emblem and the five-stripe design are also registered in the United
States and certain foreign countries. The five-stripe design is not presently registered in some countries because it has been deemed ornamental by regulatory authorities in those countries. We selectively seek to register the names of our shoes,
logos and the names given to certain of our technical and performance innovations, including Aosta® rubber and Shock
Spring® cushioning. We have obtained patents in the United States regarding the Bio Feedback® ankle support system, the Shock Spring® cushioning system incorporated into KSwiss 7.0 System® performance tennis shoes and training line, the stability design incorporated into the Si-18® tennis shoe, and other features. The PALLADIUM trademark is registered in many jurisdictions, including the United States, Canada, China and key European markets.
Applications to register the mark are pending in many other countries. The Company is taking steps to strengthen protection for the PALLADIUM trademark and other marks related to the Palladium business. We vigorously defend our trademarks and patent
rights against infringement worldwide and employ independent security consultants to assist in such protection. To date, we are not aware of any significant counterfeiting problems regarding our products.



Employees



At December 31, 2009, we employed 207 persons in the United States, 194 persons in Singapore, Thailand, Taiwan, Hong
Kong and China, 107 persons in the United Kingdom, Germany, France and the Netherlands and 11 persons elsewhere.



Available Information



KSwiss internet address is www.kswiss.com. We make available free of charge on or through our internet website our annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the



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Securities and Exchange Act of 1934, as amended (the Exchange Act) as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities
and Exchange Commission (S.E.C.). Materials KSwiss files with or furnishes to the S.E.C. may be read and copied at the S.E.C.s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. This information may also
be obtained by calling the S.E.C. at 1-800-SEC-0330. The S.E.C. also maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the S.E.C. at
www.sec.gov. The Company will provide a copy of any of the foregoing documents to stockholders upon request.



|Item 1A. | Risk Factors
|-------- | ------------



The Company operates in a changing environment that involves numerous known and unknown risks and uncertainties that could materially adversely affect
our operations. The risks described below highlight some of the factors that have affected, and in the future could affect our operations. Additional risks we do not yet know of or that we currently think are immaterial may also affect our business
operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected.



The market for athletic footwear is intensely competitive and if we fail to compete
effectively, we could lose our market position and our business could be harmed.



The athletic footwear industry is intensely competitive. Certain of our competitors have substantially greater financial, distribution and marketing resources as well as greater brand awareness than us. Their
greater capabilities in these areas may enable them to better withstand periodic downturns in the footwear industry, compete more effectively on the basis of price and production and more quickly develop new products. Further, a major marketing or
promotional success or technological innovation by one of our competitors could adversely impact our competitive position. In addition, the availability of overseas manufacturing opportunities and capacity more readily allows for the introduction of
competitors with new products. In countries where the athletic footwear market is mature, our ability to maintain and increase our market share can principally come at the expense of our competitors, which may be difficult to accomplish. Our results
of operations and market position may be adversely impacted by our competitors and the competitive pressures in the athletic footwear industry.



We believe our ability to compete effectively depends on a number of factors, including anticipating and responding to changing consumer demands in a
timely manner, maintaining brand reputation and authenticity, developing high quality products that appeal to consumers, appropriately pricing our products, providing strong and effective marketing support, ensuring product availability and
maintaining and effectively assessing our distribution channels, as well as many other factors beyond our control. Because many of these factors are not within our control, we may not be able to compete successfully in the future. Increased
competition may result in price reductions, reduced profit margins, loss of market share, and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, each of which would adversely
affect our business.



The athletic footwear business is subject to
consumer preferences and unanticipated shifts in consumer preferences that could adversely affect our sales and results of operations.



The athletic footwear industry is subject to rapid changes in consumer preferences. Consumer demand for athletic footwear and apparel is heavily
influenced by brand image. Our initiatives to strengthen our brand image, which include conducting market research, introducing new and innovative products and initiating focused advertising campaigns, may not be successful. Our current



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products may not continue to be popular and new products we introduce may not achieve adequate consumer acceptance for us to recover development, manufacturing, marketing and other costs. Our
failure to anticipate, identify and react to shifts in consumer preferences and maintain a strong brand image could have an adverse effect on our sales and results of operations. Also, if our customers purchase our products and do not have success
in selling our products at retail, they may request a return or price adjustment to assist them in marking down the selling price to make the products more attractive to retail consumers.



Purchasing patterns are influenced by consumers disposable income, which is affected by economic conditions.



Consumer purchasing patterns are influenced by consumers disposable
income. Consequently, the success of our operations may depend to a significant extent upon a number of factors affecting disposable income, including general economic conditions, level of employment, salaries and wage rates, consumer confidence,
consumer perception of economic conditions, interest rates and taxation. Many of these factors are outside of our control and may have a negative impact on our sales and margins.



The consumer environment has been particularly challenging over the last several years. The recent disruptions in the
overall economy and financial markets could further reduce consumer income, liquidity, credit and confidence in the economy and result in further reductions in consumer spending. Further deterioration of the consumer spending environment may result
in reduced demand for our products, which would be harmful to our financial position and results of operations.



If we fail to accurately forecast consumer demand, we may experience difficulties in handling customer orders or in liquidating excess inventories and our sales and
brand image may be adversely affected.



The athletic
footwear industry has relatively long lead times for the design and production of products. Consequently, we must commit to production tooling, and in some cases to production, in advance of orders based on our forecasts of consumer demand. The
current economic downturn makes it increasingly difficult for us to accurately forecast product demand trends. If we fail to forecast consumer demand accurately, we may under-produce or over-produce our products. If we under-produce our products, we
may experience inventory shortages which might delay shipments to customers, negatively impact retailer and distributor relationships, negatively impact our sales results and diminish brand awareness. Conversely, if we over-produce our products
based on an aggressive forecast of consumer demand, retailers may not be able to sell the product and may seek to return the unsold quantities and cancel future orders. These outcomes could have an adverse effect on our sales and brand image.



Our current backlog of open orders may not be indicative of our level of
future sales.



Our futures program allows
our customers to order our products five months or more prior to delivery of product. Our current backlog position may not be indicative of future sales. The mix of futures and at-once orders can vary significantly from
quarter to quarter and year to year and therefore futures are not necessarily indicative of revenues for subsequent periods. Orders may be cancelled by customers without financial penalty. Customers may also reject nonconforming goods.
If we experience adverse developments in customer cancellations, product returns or bad debts of customers, such developments could have a material adverse impact on our business, financial condition or results of operations.



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Fluctuations in the price, availability and quality of raw materials could cause delay and increase costs.



Fluctuations in the price, availability and quality of the
fabrics, leather or other raw materials used by us in our manufactured products and in the price of materials used to manufacture our footwear could have a material adverse effect on our cost of sales or our ability to meet our customers
demands. The price and availability of such raw materials may fluctuate significantly, depending on many factors, including natural resources, such as oil and electricity, increased freight costs, increased labor costs and weather conditions. In the
future, we may not be able to pass all or a portion of such higher raw materials prices on to our customers.



The loss of a significant customer, or a significant reduction in our sales to such a customer, could adversely affect our sales and results of operations.



While no customer accounted for more than 10% of our total revenues in
2009, we do have significant customers. The loss of any of these customers, or a significant reduction in our sales to any of such customers, could adversely affect our sales and results of operations. In addition, if any of such customers became
insolvent or otherwise failed to pay its debts, it could have an adverse affect on our results of operations.



Our financial success is limited to the success of our customers.



Our financial success is directly related to the success of our customers and the willingness and financial resources of our customers to continue to
buy our products. We do not have long-term contracts with any of our customers. Sales to our customers are generally on an order-by-order basis and are subject to rights of cancellation and rescheduling by our customers. If any of these customers
experience a significant downturn in its business, insolvency, difficulty in obtaining financing in the capital and credit markets to purchase our products or fail to remain committed to our products or brands, then these customers may defer,
reduce, cancel or discontinue purchases from us and/or fail to meet their payment obligations to us. Such conditions could decrease our revenues, or cause higher accounts receivables, reduced cash flows, greater expense associated with collection
efforts or increased bad debt expense, any or all of which could have a material adverse effect on our business, results of operations and financial condition.



If we decrease the price that we charge for our products, we may earn lower gross margins and our revenues and profitability may be adversely affected.



The prices we are able to charge for our products
depend on the type of product offered, the consumer and retailer response to the product and the prices charged by our competitors. To the extent that we are forced to lower our prices, our gross margins will be lower and our revenues and
profitability may be adversely affected.



Our business is subject to
economic conditions in our major markets. Consequently, adverse changes in economic conditions could have a negative effect on our business.



Our business is subject to economic conditions that may fluctuate in the major markets in which we operate. Factors that could cause economic
conditions to fluctuate include, without limitation, recession, inflation, higher interest borrowing rates, higher levels of unemployment, higher consumer debt levels, general weakness in retail markets and changes in consumer purchasing power and
preferences.



Significant volatility and disruption in the
global capital and credit markets and an economic downturn in 2008 and 2009 have resulted in a tightening of business credit and liquidity, a contraction



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of consumer credit, business failures, increased unemployment and declines in consumer confidence and spending. If global economic and financial market conditions remain weak for an extended
period of time, any of the following factors, among others, could have a material adverse effect on our financial condition and results of operations:



| |  |  | slower consumer spending may result in reduced demand for our products, reduced orders from customers for our products, order cancellations, lower revenues,
increased inventories, and lower gross margins;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued volatility in the global markets and fluctuations in exchange rates for foreign currencies and contracts in foreign currencies could negatively impact
our reported financial results and condition;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continued volatility in the prices for commodities and raw materials we use in our products could have a material adverse effect on our costs, gross margins, and
ultimately our profitability;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | if our customers experience declining revenues, or experience difficulty obtaining financing in the capital and credit markets to purchase our products, this
could result in reduced orders for our products, order cancellations, inability of customers to timely meet their payment obligations to us, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with
collection efforts and increased bad debt expense;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a severe financial difficulty experienced by our customers may cause them to become insolvent or cease business operations, which could reduce the availability
of our products to consumers; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any difficulty or inability on the part of manufacturers of our products or other participants in our supply chain in obtaining sufficient financing to purchase
raw materials or to finance general working capital needs may result in delays or non-delivery of shipments of our products.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our international sales and manufacturing operations are subject to the risks of doing business abroad, which could affect our ability to sell or manufacture our
products in international markets, obtain products from foreign suppliers or control the cost of our products.



We operate offices and sell products in numerous countries outside the United States. In recent years, our percentage of revenue earned from
international markets has increased. Additionally, all of our footwear products are manufactured abroad and we have suppliers located in China, Thailand and Taiwan. Our athletic footwear sales and manufacturing operations are subject to the risks of
doing business abroad. These risks include:



| |  |  | fluctuations in currency exchange rates;
| | - |  | ----------------------------------------



| |  |  | political instability;
| | - |  | ----------------------



| |  |  | limitations on conversion of foreign currencies into U.S. Dollars;
| | - |  | ------------------------------------------------------------------



| |  |  | restrictions on dividend payments and other payments by our foreign subsidiaries and other restrictions on transfers of funds to or from foreign countries;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | import duties, tariffs, regulations, quotas and other restrictions on free trade, particularly as these regulations may affect our operations in China; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | investment regulation and other restrictions by foreign governments.
| | - |  | --------------------------------------------------------------------



If these risks limit or prevent us from selling or manufacturing products in any significant international market,
prevent us from acquiring products from our foreign suppliers or significantly increase the cost of our products, our operations could be seriously disrupted until alternative suppliers



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are found or alternative markets are developed. Although we enter into certain forward currency exchange contracts to hedge the risk of exchange rate fluctuations, these steps may not fully
protect us against this risk and we may incur losses.



The potential
imposition of additional duties, quotas, tariffs and other trade restrictions could have an adverse impact on our sales and profitability.



All of the products we manufacture overseas and import into the United States, the European Union and other countries are subject to shipment
inspections, audits and customs duties collected by customs authorities. Customs information submitted by the Company is routinely subject to review by customs authorities. Further, additional U.S. or foreign inspections, audits, customs duties,
quotas, tariffs, anti-dumping duties, safeguard measures, cargo restrictions to prevent terrorism or other trade restrictions may be imposed on the importation of our products in the future. The imposition of such restrictions in foreign countries
where we operate, as well as in countries where our third party distributors and licensees operate, could result in increases in the costs of our products generally and could, as a result, adversely affect our sales and profitability.



Our financial position, cash flow or results may be adversely affected by the threat of
terrorism and related political instability and economic uncertainty.



The threat of potential terrorist attacks on the United States and throughout the world and political instability has created an atmosphere of economic uncertainty in the United States and in foreign markets. Our
results may be impacted by the macroeconomic effects of those events. Also, a disruption in our supply chain as a result of terrorist attacks or the threat thereof may significantly affect our business and its prospects. In addition, such events may
also result in heightened domestic security and higher costs for importing and exporting shipments of components and finished goods. Any of these occurrences may have a material adverse effect on our financial position, cash flow or results in any
reporting period.



Because we rely on independent manufacturers to
produce our products, our sales and profitability may be adversely affected if our independent manufacturers fail to meet pricing, product quality and timeliness requirements or if we are unable to obtain some components used in our products from
limited supply sources or experience supply chain disruptions.



We depend upon independent manufacturers to manufacture our products in a timely and cost-efficient manner while maintaining specified quality standards. We also compete with other larger companies for production capacity of independent
manufacturers that produce our products. We rely heavily on manufacturing facilities located in China. In 2009, approximately 78% of our footwear manufacturing occurred in China. We also rely upon the availability of sufficient production capacity
at our manufacturers. Timely delivery of product may be impacted by factors such as weather conditions, disruption of the transportation systems or shipping lines used by our suppliers, or uncontrollable factors such as natural disasters, epidemic
diseases, terrorism and war. It is essential that our manufacturers deliver our products in a timely manner and in accordance with our quality standards because our orders may be cancelled by customers if agreed-upon delivery windows are not met or
products are not of agreed-upon quality. A failure by one or more of our manufacturers to meet established criteria for pricing, product quality or timely delivery could adversely impact our sales and profitability.



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Because a large portion of our imported products are manufactured in China, our profitability may be adversely
affected if the United States government takes action against China for its concern over the level of intellectual property rights protection and enforcements available in China.



We rely heavily on manufacturing facilities located in China. The United States government has expressed serious concern
over the level of intellectual property rights protection and enforcement available in China and the United States Trade Representative has in turn included China on its Priority Watch List. If the United States government takes action against China
for its failure to adequately protect intellectual property rights, the result of that action could, among other things, include the imposition of trade sanctions that could affect the ability of the Company to continue to import products from
China, which in turn could affect the costs of products purchased and sold by the Company and lead to a decline in the Companys profitability.



Our competitive position could be harmed if we are unable to protect our intellectual property rights. Counterfeiting of our brands can divert sales and damage our
brand image.



We believe that our trademarks, patents
and proprietary technologies and designs are of great value. From time to time third parties have challenged, and may, in the future, try to challenge our ownership or the validity of our intellectual property. A successful challenge to any of our
significant intellectual property rights could adversely affect our business and ability to generate revenue.



Our brands and designs are constantly at risk for counterfeiting and infringement of our intellectual property rights, especially in China where a
large portion of our imported products are manufactured, and we find counterfeit products and products that infringe on our intellectual property rights in our markets as well as domain names that use our trade names or trademarks without our
consent. We have not always been successful, particularly in some foreign countries, in combating counterfeit products and stopping infringements or other misappropriation of our intellectual property rights. Counterfeit and infringing products can
cause us to lose significant sales and can also harm the integrity of our brands by associating our trademarks or designs with lesser quality or defective goods. Additionally, the scope of protection of our proprietary intellectual property rights
can vary significantly from country to country, and can be quite narrow in some countries because of local law or practices. This is especially the case in China where the United States government has elevated China to its Priority Watch List, as
discussed above. We may need to resort to litigation in the future to enforce our intellectual property rights. This litigation could result in substantial costs and may require the devotion of substantial resources.



We rely on our warehouses and if there is a natural disaster or other serious
disruption at any of these facilities, we may be unable to deliver product effectively to our customers.



We rely on warehouses in Mira Loma, California and Rotterdam, the Netherlands. We also rely on the timely performance of services provided by third
parties (i.e. Netherlands public distribution facility, freight delivery carriers) at these facilities. Any natural disaster or other serious disruption at either of these facilities due to fire, earthquake, flood, terrorist attack or any other
natural or manmade cause could damage a portion of our inventory or impair our ability to use our warehouse as a docking location for product. Any of these occurrences could impair our ability to adequately supply our customers and negatively impact
our operating results.



We depend on independent distributors to sell our
products in certain international markets.



We sell our
products in certain international markets mainly through independent distributors. If a distributor fails to meet annual sales goals, it may be difficult and costly to locate an acceptable substitute distributor. If a change in our distributors
becomes necessary, we may experience increased costs, as well as a substantial disruption and loss of sales.



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We may be subject to periodic litigation and other regulatory proceedings and may be affected by changes in
government regulations.



From time to time we may be a
party to lawsuits and regulatory actions relating to our business. Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable outcome could
have a material adverse impact on our business, financial condition and results of operations. In addition, regardless of the outcome of any litigation or regulatory proceedings, such proceedings could result in substantial costs and may require
that we devote substantial resources to defend the Company. Further, changes in government regulations both in the United States and in the countries in which we operate could have adverse affects on our business and subject us to additional
regulatory actions.



Our net income may be adversely affected by an
increase in our effective tax rate.



At any point in
time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with tax authorities may affect tax positions taken by us. Additionally, our effective tax rate in a given financial statement
period may be materially impacted by changes in the geographic mix or level of earnings. We have not recorded United States income tax expense on earnings of selected foreign subsidiary companies as these are intended to be permanently invested,
thus reducing our overall income tax expense. The amount of earnings designated as permanently invested is based upon our expectations of the future cash needs of our subsidiaries. Income tax considerations are also a factor in determining the
amount of earnings to be permanently invested. Because the declaration involves our future plans and expectations of future events, the possibility exists that amounts declared as permanently invested may ultimately be repatriated. This would result
in additional income tax expense in the year we determined that amounts were no longer permanently invested which in turn would adversely affect our results of operations.



We depend on attracting and retaining qualified personnel, whose loss would adversely impact our business.



Our success is largely dependent upon the efforts of Steven Nichols, our
President, Chief Executive Officer and Chairman, and certain other key executives. Although we have entered into an employment agreement with Mr. Nichols that expires in December 2010, the loss of his and/or other key executives services
would have a material adverse effect on our business and prospects. Our success also depends to a significant degree upon the continued services of our personnel. Our continued success will depend on our ability to attract, retain and motivate
qualified management, marketing, technical and sales personnel. These people are in high demand and often have competing employment opportunities. The labor market for skilled employees is highly competitive due to limited supply, and we may lose
key employees or be forced to increase their compensation. Employee turnover could significantly increase our training and other related employee costs. The loss of the services of any key personnel or our inability to attract additional personnel
could have a material adverse effect on our ability to manage our business.



A limited number of our stockholders can exert significant influence over the Company.



At December 31, 2009, the Companys President, Chief Executive Officer and Chairman of the Board, Steven Nichols, held approximately 92.7% of
the voting power of our Class B Common Stock taken as a whole and approximately 69.3% of total voting power. This voting power permits Mr. Nichols to exert significant influence over the outcome of stockholder votes, including votes concerning
the election of a certain class of directors, by-law amendments, possible mergers, corporate control contests and other significant corporate transactions.



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We depend on our computer and communications systems.



We extensively utilize computer and communications systems to operate our
Internet business and manage our internal operations including without limitation, demand and supply planning, and inventory control. Any interruption of this service from power loss, telecommunications failure, failure of our computer system or
other interruption caused by weather, natural disasters or any similar event could disrupt our operations and result in lost sales. In addition, hackers and computer viruses have disrupted operations at many major companies. We may be vulnerable to
similar acts of sabotage, which could have a material adverse effect on our business and operations.



We rely on our management information systems to operate our business and to track our operating results. Our management information systems will
require modification and refinement as our business needs change. If we experience a significant system failure or if we are unable to modify our management information systems to respond to changes in our business needs, then our ability to
properly run our business could be adversely affected.



During 2008 and early 2009, we completed our implementation of the SAP information management software in a majority of our worldwide operations. During the next several years, we will continue to rollout various modules of SAP that were
not implemented during our initial worldwide implementation. We may encounter computer and operational complications in connection with maintaining and implementing the SAP information system that could have a material adverse affect on our
business, financial condition or results of operations.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------



None.



|Item 2. | Properties
|------- | ----------



In 1998, we moved into our headquarters facility in Westlake Village, California. This facility, which is owned by us, is approximately 50,000 square
feet. We occupy approximately eighty-five percent of this facility and lease approximately fifteen percent of this facility.



We lease a 309,000 square foot distribution facility in Mira Loma, California. We use this facility as our main distribution center. The effective
monthly commitment for this facility is approximately $91,000. In July 2008, we exercised an option under the lease to extend the term of the lease until January 2015.



We also lease office space of approximately 14,000 square feet in Haarlem, the Netherlands, which is our primary European headquarters.
The effective monthly commitment for this office space is approximately $34,000. The lease expires in March 2011 and can be renewed for an additional five years. In addition, we contract with a third party public distribution facility in Rotterdam,
the Netherlands, to manage our inventory destined to European customers.



|Item 3.    Legal |  | Proceedings
|---------------- |  | -----------



The Company is, from time to time, a party to litigation which arises in the normal course of our business operations. We do not believe that we are
presently a party to litigation which will have a material adverse effect on our business or operations.



|Item 4.    Submission |  | of Matters to a Vote of Security Holders
|--------------------- |  | ----------------------------------------



None.



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Executive Officers of the Registrant



The executive officers of KSwiss are as follows:



|                |  |                        |  |                                                                                                         
|--------------- |  | ---------------------- |  | --------------------------------------------------------------------------------------------------------
|Name            |  | Age atDecember 31,2009 |  | Position                                                                                                
|Steven Nichols  |  | 67                     |  | Chairman of the Board, Chief Executive Officer and President                                            
|Edward Flora    |  | 58                     |  | Chief Operating Officer                                                                                 
|Lee Green       |  | 56                     |  | Corporate Counsel                                                                                       
|David Nichols   |  | 40                     |  | Executive Vice President                                                                                
|George Powlick  |  | 65                     |  | Vice President of Finance, Chief Administrative Officer, Chief Financial Officer, Secretary and Director
|Kimberly Scully |  | 42                     |  | Corporate Controller                                                                                    
|Brian Sullivan  |  | 56                     |  | Vice President of National Accounts                                                                     



Officers are appointed by and serve at the discretion of the Board of Directors.



Steven Nichols has been President, Chief Executive Officer and Chairman of the Board of KSwiss since 1987. From
1980 to 1986, Mr. Nichols was a director and Vice PresidentMerchandise of Stride Rite Corp., a footwear manufacturer and holding company. In addition, Mr. Nichols was President of Stride-Rite Footwear from 1982 to 1986. From 1979 to
1982, Mr. Nichols served as an officer and President of Stride Rite Retail Corp., the largest retailer of branded childrens shoes in the United States. From 1962 through 1979, Mr. Nichols was an officer of Nichols Foot Form Corp.,
which operated a chain of New York retail footwear stores.



Edward Flora, Chief Operating Officer since January 2009, joined KSwiss as a consultant in June 1990 and served as DirectorAdministration from October 1990 to February 1994 and Vice PresidentOperations from March 1994 to
January 2009. Prior to joining the Company, Mr. Flora was Vice PresidentDistribution for Bugle Boy Industries, a manufacturer and distributor of mens, womens, and childrens apparel, from 1987 through May 1990.



Lee Green, Corporate Counsel since December 1992, joined
KSwiss in December 1992. Mr. Green was formerly a partner in the international law firm of Baker & McKenzie. He worked in the firms Taipei office from 1985 to 1988 and its Palo Alto office from 1988 to 1992.



David Nichols, Executive Vice President since May 2004, has held various
positions with KSwiss since joining the Company in November 1995, including Executive Vice President of KSwiss Sales Corp., President of KSwiss Europe BV and President of KSwiss Direct Inc.



George Powlick, Vice President of Finance, Chief Financial Officer and
Secretary of the Company since January 1988, Director of the Company since 1990, Chief Operating Officer of the Company from September 2004 until January 2009, and Chief Administrative Officer since January 2009 joined the Company in January 1988.
Mr. Powlick is a certified public accountant and was an audit partner in the independent public accounting firm of Grant Thornton LLP from 1975 to 1987.



Kimberly Scully, Corporate Controller since April 2003, joined KSwiss in April 2003. Ms. Scully is a certified public accountant. From 2000
through April 2003, Ms. Scully was the Corporate Controller of SMTEK International, Inc., an electronics manufacturing services provider. From 1995 through 1999, Ms. Scully was a Corporate Accounting Manager of Home Savings of America,
FSB, a $50 billion savings institution, which was acquired in 1998. From 1989 through 1995, Ms. Scully was an auditor in the independent accounting firm of KPMG LLP and became an audit manager in 1994.



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Brian Sullivan, Vice President of National Accounts since December 1989, joined KSwiss in
December 1989. From 1986 to 1989, he was Vice President and General Manager of Tretorn, Inc., a manufacturer and distributor of tennis shoes. From 1984 through 1985, Mr. Sullivan was Vice President of Sales of Bancroft/Tretorn, a tennis shoe
manufacturer and distributor and predecessor to Tretorn. From 1978 to 1984, Mr. Sullivan held various positions at Bancroft/Tretorn, including Field Salesperson, Marketing and Sales Planning Manager and National Sales Manager.



PART II



|Item 5. |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- |  | ------------------------------------------------------------------------------------------------------------



KSwiss Inc.s Class A Common Stock began trading
June 4, 1990 on the National Market System maintained by the National Association of Securities Dealers (now the Nasdaq Global Select Market) upon completion of our initial public offering. Per share high and low sales prices (in dollars) for
the quarterly periods during 2009 and 2008 as reported by Nasdaq were as follows:



|     |  |           |       |          |   |               |  |              |       |  |   |      
|---- |  | --------- | ----- | -------- | - | ------------- |  | ------------ | ----- |  | - | -----
|     |  | March 31, |       | June 30, |   | September 30, |  | December 31,
|2009 |  |           |       |          |   |               |  |              |       |  |   |      
|Low  |  | $         | 6.44  |          | $ | 7.43          |  | $            | 8.70  |  | $ | 7.68 
|High |  |           | 12.13 |          |   | 10.98         |  |              | 11.23 |  |   | 10.25
|2008 |  |           |       |          |   |               |  |              |       |  |   |      
|Low  |  | $         | 13.88 |          | $ | 14.00         |  | $            | 14.04 |  | $ | 9.87 
|High |  |           | 19.49 |          |   | 18.38         |  |              | 20.67 |  |   | 17.73



The Class A Common Stock is listed on the Nasdaq Global Select Market under the symbol KSWS.



The number of stockholders of record of the Class A Common Stock on December 31, 2009 was 131. However, based on available information, we
believe that the total number of Class A Common stockholders, including beneficial stockholders, is approximately 4,600.



There is currently no established public trading market for our Class B Common Stock. The number of stockholders of record of the Class B Common Stock
on December 31, 2009 was 9.



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Stock Price Performance Graph



The Stock Price Performance Graph below represents a comparison of the five year total return of KSwiss Inc. Class A Common
Stock, the NASDAQ Market Index and the Hemscott Industry Group 321 IndexTextileApparel Footwear and Accessories. The graph assumes $100 was invested on December 31, 2004 and dividends are reinvested for all years ending
December 31.



LOGO



Dividend Policy



The Board of Directors declared a quarterly dividend of 5 cents ($0.05)
per share in each quarter of 2008 to all stockholders of record as of the close of business on the last day of the applicable quarter. In addition, in November 2008, the Board of Directors declared a special dividend of $2.00 per share to all
stockholders of record as of the close of business on December 10, 2008. On March 3, 2009, the Board of Directors suspended the payment of dividends for the foreseeable future to preserve liquidity and enhance the strength of the
Companys balance sheet. The payment of any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our revolving credit agreement, future earnings, operations, capital requirements, our
general financial condition and general business conditions.



Purchases
of Equity Securities by the Issuer



In October 2004,
the Board of Directors approved a 5 million share repurchase program which expired in December 2009. In November 2009, the Board of Directors approved a new stock repurchase program to purchase through December 31, 2014 up to $70 million
of the Companys Class A Common Stock.



During
the fourth quarter of 2009, the Company did not repurchase any shares of KSwiss Class A Common Stock.



21



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##### Table of Contents

|Item 6. |  | Selected Financial Data
|------- |  | -----------------------



The selected consolidated financial data presented below for each of the five years in the period ended December 31, 2009 have been derived from
audited financial statements which for the most recent three years appear elsewhere herein. The data presented below should be read in conjunction with such financial statements, including the related notes thereto and the other information included
herein. Certain reclassifications have been made in the 2008, 2007, 2006 and 2005 presentations to conform to the 2009 presentation. These reclassifications had no impact on previously reported results of operations or stockholders equity and
do not affect previously reported cash flows from operations, investing and financing activities or net change in cash and cash equivalents.



|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|------------------------------------------------------------------- |  | ------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                    |  | Year ended December 31,               |        
|                                                                    |  | 2009                                  |         |   | 2008 |   |         | 2007 |  |   | 2006    |   |  | 2005 |        
|                                                                    |  | (In thousands, except per share data) |        
|Income Statement Data                                               |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Revenues                                                            |  | $                                     | 240,729 |   |      | $ | 327,405 |      |  | $ | 394,540 |   |  | $    | 489,271 |   |  | $ | 498,929 |  
|Cost of goods sold                                                  |  |                                       | 154,558 |   |      |   | 195,385 |      |  |   | 210,910 |   |  |      | 255,865 |   |  |   | 265,031 |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Gross profit                                                        |  |                                       | 86,171  |   |      |   | 132,020 |      |  |   | 183,630 |   |  |      | 233,406 |   |  |   | 233,898 |  
|Selling, general and administrative expenses                        |  |                                       | 118,303 |   |      |   | 139,899 |      |  |   | 148,283 |   |  |      | 130,811 |   |  |   | 123,801 |  
|Impairment on intangibles and goodwill                              |  |                                       | 4,830   |   |      |   |        |      |  |   |        |   |  |      |        |   |  |   |        |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Operating (loss)/profit                                             |  |                                       | (36,962 | ) |      |   | (7,879  | )    |  |   | 35,347  |   |  |      | 102,595 |   |  |   | 110,097 |  
|Other (expense)/income, net                                         |  |                                       | (1,249  | ) |      |   | 30,000  |      |  |   | 5,232   |   |  |      |        |   |  |   |        |  
|Interest income, net                                                |  |                                       | 1,050   |   |      |   | 8,216   |      |  |   | 11,184  |   |  |      | 8,275   |   |  |   | 4,131   |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss)/Earnings before income taxes and discontinued operations     |  |                                       | (37,161 | ) |      |   | 30,337  |      |  |   | 51,763  |   |  |      | 110,870 |   |  |   | 114,228 |  
|Income tax (benefit)/expense                                        |  |                                       | (9,663  | ) |      |   | 5,882   |      |  |   | 9,868   |   |  |      | 31,759  |   |  |   | 36,766  |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss)/Earnings from continuing operations                          |  |                                       | (27,498 | ) |      |   | 24,455  |      |  |   | 41,895  |   |  |      | 79,111  |   |  |   | 77,462  |  
|Loss from discontinued operations, less applicable income taxes (1) |  |                                       | (464    | ) |      |   | (3,570  | )    |  |   | (2,822  | ) |  |      | (2,247  | ) |  |   | (2,214  | )
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net (Loss)/Earnings                                                 |  | $                                     | (27,962 | ) |      | $ | 20,885  |      |  | $ | 39,073  |   |  | $    | 76,864  |   |  | $ | 75,248  |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss)/Earnings per share                                           |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic:                                                              |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss)/Earnings from continuing operations                          |  | $                                     | (0.79   | ) |      | $ | 0.70    |      |  | $ | 1.21    |   |  | $    | 2.30    |   |  | $ | 2.26    |  
|Loss from discontinued operations                                   |  |                                       | (0.01   | ) |      |   | (0.10   | )    |  |   | (0.08   | ) |  |      | (0.07   | ) |  |   | (0.06   | )
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net (Loss)/Earnings                                                 |  | $                                     | (0.80   | ) |      | $ | 0.60    |      |  | $ | 1.13    |   |  | $    | 2.23    |   |  | $ | 2.20    |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Diluted:                                                            |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|(Loss)/Earnings from continuing operations                          |  | $                                     | (0.79   | ) |      | $ | 0.69    |      |  | $ | 1.18    |   |  | $    | 2.23    |   |  | $ | 2.17    |  
|Loss from discontinued operations                                   |  |                                       | (0.01   | ) |      |   | (0.10   | )    |  |   | (0.08   | ) |  |      | (0.06   | ) |  |   | (0.06   | )
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Net (Loss)/Earnings                                                 |  | $                                     | (0.80   | ) |      | $ | 0.59    |      |  | $ | 1.10    |   |  | $    | 2.17    |   |  | $ | 2.11    |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Dividends declared per common share                                 |  | $                                     |        |   |      | $ | 2.20    |      |  | $ | 0.20    |   |  | $    | 0.20    |   |  | $ | 0.175   |  
|                                                                    |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Weighted average number of shares outstanding                       |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Basic                                                               |  |                                       | 34,962  |   |      |   | 34,785  |      |  |   | 34,705  |   |  |      | 34,401  |   |  |   | 34,220  |  
|Diluted (2)                                                         |  |                                       | 34,962  |   |      |   | 35,407  |      |  |   | 35,472  |   |  |      | 35,378  |   |  |   | 35,626  |  
|Balance Sheet Data (at period end)                                  |  |                                       |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |         |  
|Current assets                                                      |  | $                                     | 287,986 |   |      | $ | 332,776 |      |  | $ | 405,617 |   |  | $    | 373,440 |   |  | $ | 312,747 |  
|Current liabilities                                                 |  |                                       | 28,335  |   |      |   | 52,139  |      |  |   | 50,401  |   |  |      | 49,062  |   |  |   | 46,924  |  
|Total assets                                                        |  |                                       | 344,150 |   |      |   | 394,290 |      |  |   | 446,353 |   |  |      | 404,560 |   |  |   | 336,236 |  
|Total debt (3)                                                      |  |                                       | 4,207   |   |      |   | 5,376   |      |  |   |        |   |  |      |        |   |  |   |        |  
|Stockholders equity                                                |  |                                       | 301,783 |   |      |   | 324,762 |      |  |   | 384,233 |   |  |      | 345,903 |   |  |   | 275,321 |  



|(1) |  | On April 30, 2009, the Company sold certain Royal Elastics assets. Operations of the Royal Elastics brand have been accounted for and presented as a discounted operation.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Includes common stock and dilutive potential common stock (options).
|--- |  | --------------------------------------------------------------------



|(3) |  | Includes all interest-bearing debt, but excludes outstanding letters of credit ($700,000, $1,399,000, $1,831,000, $196,000 and $675,000 as of December 31, 2009, 2008, 2007,
2006 and 2005, respectively).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 7. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- |  | -------------------------------------------------------------------------------------



Note Regarding Forward-Looking Statements and Analyst Reports



Forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 (the
Act), include certain written and oral statements made, or incorporated by reference, by us or our representatives in this report, other reports, filings with the Securities and Exchange Commission (the S.E.C.), press
releases, conferences, or otherwise. Such forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the words
believe, anticipate, expect, estimate, intend, plan, project, will be, will continue, will likely result, or any variations of
such words with similar meaning. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results may differ materially from those
expressed or forecasted in any such forward-looking statements. Investors should carefully review the risk factors set forth in other reports or documents we file with the S.E.C., including Forms 10-Q, 10-K and 8-K. Some of the other risks and
uncertainties that should be considered include, but are not limited to, the following: international, national and local general economic and market conditions; the size and growth of the overall athletic footwear and apparel markets; the size of
our competitors; intense competition among designers, marketers, distributors and sellers of athletic footwear and apparel for consumers and endorsers; market acceptance of all our product offerings; demographic changes; popularity of particular
designs, categories of products, and sports; seasonal and geographic demand for our products; the size, timing and mix of purchases of our products; performance and reliability of products; difficulties in anticipating or forecasting changes in
consumer preferences, consumer demand for our product, and various market factors described above; the availability of credit facilities for our customers and/or the stability of credit markets; fluctuations and difficulty in forecasting operating
results, including, without limitation, the fact that advance futures orders may not be indicative of future revenues due to the changing mix of futures and at-once orders; potential cancellation of future orders; our ability to
continue, manage or forecast our growth and inventories; new product development and timely commercialization; the ability to secure and protect trademarks, patents, and other intellectual property; inadvertent and nonwillful infringement on
others trademarks, patents and other intellectual property; difficulties in implementing, operating, maintaining, and protecting our increasingly complex information systems and controls including, without limitation, the systems related to
demand and supply planning, and inventory control; difficulties in implementing SAP information management software; interruptions in data and communication systems; concentration of production in China; changes in our effective tax rates as a
result of changes in tax laws or changes in our geographic mix of sales and level of earnings; potential earthquake disruption due to the location of our warehouse and headquarters; potential disruption in supply chain due to various factors
including but not limited to natural disasters, epidemic diseases or customer purchasing habits; customer service; adverse publicity; the loss of significant customers or suppliers; dependence on distributors; dependence on major customers;
concentration of credit risk; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increased material and/or labor costs; increased duties and tariffs and/or other trade restrictions; the effects of
terrorist actions on business activities, customer orders and cancellations, and the United States and international governments responses to these terrorist actions; changes in business strategy or development plans; general risks associated
with doing business outside the United States, including, without limitation, exchange rate fluctuations, import duties, tariffs, quotas and political and economic instability; changes in government regulations; liability and other claims asserted
against us; the ability to attract and retain qualified personnel; and other factors referenced or incorporated by reference in this report and other reports.



KSwiss Inc. (the Company, KSwiss, we, us, and our) operates in a very
competitive and rapidly changing environment. New risk factors can arise and it is not possible for management to



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predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.



Investors should also be aware that while we communicate, from time to
time, with securities analysts, it is against our policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, investors should not assume that we agree with any statement or report issued
by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts or
others contain any projections, forecasts or opinions, such reports are not our responsibility.



Overview



The
Company designs, develops and markets an array of athletic footwear for high performance sports use, fitness activities and casual wear under the KSwiss brand, and also designs and manufactures footwear under the Palladium brand. For the
Palladium brand, footwear is designed, developed and marketed to adventurers for all terrains. The categories of footwear we sell are explained in more detail in Part I, Item 1, under the subheading, Products. We market our products
in the United States (through Company employed sales managers and independent regional sales representatives) primarily to a limited number of specialty athletic footwear stores, pro shops, sporting good stores and department stores. We also sell
our products through our website and internationally through Company employed sales managers, independent sales representatives and a number of foreign distributors.



The retail environment has been particularly challenging during the last few years and is forecasted for the near term to
remain depressed, given the deterioration in the overall economy and financial markets. This could put additional pressure on the Companys ability to maintain margins.



In 2009, approximately 78% of our KSwiss brand footwear products were manufactured in China. We have no long-term
manufacturing agreements, but we believe that our relationships with our producers are satisfactory and that we have the ability to develop alternative sources for our footwear. Our operations could, however, be materially and adversely affected if
a substantial delay occurred in locating and obtaining alternative producers.



Because we record revenues when title passes and the risks and rewards of ownership have passed to our customer, our revenues may fluctuate in cases when our customers delay accepting shipment of products. Our
total revenues decreased 26.5% in 2009 from 2008, due to a decrease in the volume of footwear sold and a decrease in the average underlying wholesale price per pair. Our overall gross profit margins, as a percentage of revenues, were 35.8% and 40.3%
in 2009 and 2008, respectively. The decrease in our gross profit margin is mainly due to product mix changes, geographic mix of international sales and a general decline in sales prices (partially due to a higher percentage of sales of close out
product which contributes to a lower gross profit margin). Our overall selling, general and administrative expenses decreased to $118,303,000 in 2009 from $139,899,000 in 2008 as a result of decreases in advertising expenses, data processing
expenses, compensation expenses and legal expenses. In addition, an impairment charge of $4,830,000 on the goodwill and intangible assets related to the trademarks of the Palladium brand was recognized in 2009.



Other expense for 2009 includes a loss upon the purchase of the remaining
43% equity interest of Palladium of $2,616,000, offset by a gain on the sale of certain assets of the Royal Elastics brand of $1,367,000. Operations of the Royal Elastics brand have been accounted for and presented as a



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discontinued operation in the Consolidated Financial Statements. Other income for 2008 consisted of a settlement payment of $30,000,000 in connection with a lawsuit protecting our trademarks.



At December 31, 2009, our total futures orders with
start ship dates from January through June 2010 were $80,924,000, a decrease of 12.6% from the comparable period of the prior year. Of this amount, domestic futures orders were $29,583,000, a decrease of 6.6%, and international futures orders were
$51,341,000, a decrease of 15.7%.



The net loss for 2009 was
$27,962,000, or $0.80 per share (diluted loss per share), compared to net earnings of $20,885,000, or $0.59 per share (diluted earnings per share), for 2008. Net loss and diluted loss per share for 2009 included the pre-tax impairment charge on the
goodwill and intangible assets related to the trademarks of the Palladium brand of $4,830,000 and the pre-tax loss of $2,616,000 on the purchase of the remaining 43% of Palladium, offset by the net pre-tax gain on the sale of certain Royal Elastics
assets of $1,367,000, described above. Net earnings and diluted earnings per share for 2008 included the pre-tax settlement of litigation of $30,000,000, described above.



In 2009, we had a net cash outflow of $22,476,000 from continuing operations, a net cash outflow of $54,829,000 from investing
activities due the purchase of investments available for sale, reclassification of $22,270,000 to restricted cash and cash equivalents as collateral for our lines of credit and the purchase of property plant and equipment and a net cash inflow of
$207,000 from financing activities mainly as a result of proceeds from stock options exercised and by the excess income tax benefit of stock-based compensation, offset by net repayments on bank lines of credit. We anticipate future cash needs for
principal repayments required pursuant to borrowings under our lines of credit and, depending on future operating results, additional funds may be required for operating activities.



At December 31, 2009 and 2008, we had debt outstanding of $4,207,000 and $5,376,000 (attributable to outstanding
borrowings by Palladium under its lines of credit facilities and term loans), excluding outstanding letters of credit of $700,000 and $1,399,000 at December 31, 2009 and 2008, respectively. Our working capital decreased $20,986,000 to
$259,651,000 at December 31, 2009 from $280,637,000 at December 31, 2008, mainly due to decreases in cash and cash equivalents (including restricted cash), inventory, accounts receivable, prepaid expenses and other current assets and
current deferred income taxes, offset by decreases in trade accounts payable, accrued liabilities and bank lines of credit and short-term debt and increases in investments available for sale and income taxes receivable.



Critical Accounting Policies



Our significant accounting policies are described in Note A to our
Consolidated Financial Statements included in Item 8 of this Form 10-K. Our discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities.



On an on-going basis, we evaluate our estimates, including those related to the carrying value of inventories, realizability of outstanding accounts receivable, intangible assets, sales returns and allowances, and the provision for income
taxes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities. In the



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past, actual results have not been materially different from our estimates. However, results may differ from these estimates under different assumptions or conditions. See Results of
Operations2008 Compared to 2007Other Income, Interest and Taxes, for discussion regarding the estimate and settlement of an underpayment of payroll withholdings in a foreign jurisdiction from January 1, 1993 through
December 31, 2005.



We have identified the following as
critical accounting policies, based on the significant judgments and estimates used in determining the amounts reported in our Consolidated Financial Statements:



Revenue Recognition



We record revenues when title passes and the risks and rewards of ownership have passed to the customer, based on the terms of sale. Title passes
generally upon shipment.



In some instances, we ship product
directly from our supplier to the customer. In these cases, we recognize revenue when the product is delivered to the customer according to the terms of the order. Our revenues may fluctuate in cases when our customers delay accepting shipment of
product for periods up to several weeks.



As part of our
revenue recognition policy, we record estimated sales returns and allowances as reductions to revenues. We base our estimates on historical rates of returns and allowances and specific identification of outstanding returns not yet received from
customers. However, actual returns and allowances in any future period are inherently uncertain and thus may differ from our estimates. If actual or expected future returns and allowances were significantly greater or lower than the reserves we had
established, we would record a reduction or increase to net revenues in the period in which we made such determination.



Accounts Receivable



We make ongoing estimates relating to the collectibility of our accounts receivable and maintain allowances for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments. We estimate potential losses based on our knowledge of the financial condition of certain customers and historical level of credit losses, as well as an assessment of the
overall retail conditions. Historically, losses have been within our expectations. If the financial condition of our customers were to change, adjustments may be required to these estimates. Furthermore, we provide for estimated losses resulting
from differences that arise from the gross carrying value of our receivables and the amounts which customers estimate are owed to us. The settlement or resolution of these differences could result in future changes to these estimates. Our allowance
for bad debts as a percentage of accounts receivable have remained relatively constant over the past three years despite the weak economy due to our increased scrutiny of customer relationships.



Inventory Reserves



We also make ongoing estimates relating to the market value of inventories, based upon our assumptions about future
demand and market conditions. If we estimate that the market value of our inventory is less than the cost of the inventory recorded on our books, we record a reserve equal to the difference between the cost of the inventory and the estimated market
value. This reserve is recorded as a charge to cost of sales. If changes in market conditions result in reductions in the estimated market value of our inventory below our previous estimate, we would increase our reserve in the period in which we
made such a determination and record the additional charge to cost of sales. The inventory reserve as a percentage of inventory has decreased in 2009 from 2008 as a result of significant reserves being established in 2008 and substantial liquidation
of impaired inventory in 2009.



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Income Taxes



We account for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been recognized in our financial statements or tax returns. We evaluate uncertain tax positions and recognize the benefit/exposure of those positions if they meet the more-likely-than-not threshold. Any
tax position recognized is an adjustment to the effective tax rate. Also, at any point in time, many tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with tax authorities may affect tax
positions taken. Additionally, our effective tax rate in a given financial statement period may be materially impacted by changes in the geographic mix or level of earnings.



We have not recorded United States income tax expense on earnings of selected foreign subsidiary companies as these are
intended to be permanently invested, thus reducing our overall income tax expense. The amount of earnings designated as permanently invested is based upon our expectations of the future cash needs of our subsidiaries. Income tax considerations are
also a factor in determining the amount of earnings to be permanently invested. Because the declaration involves our future plans and expectations of future events, the possibility exists that amounts declared as permanently invested may ultimately
be repatriated. This would result in additional income tax expense in the year we determine that amounts were no longer permanently invested.



On a quarterly basis, we estimate what our effective tax rate will be for the full calendar year by estimating pre-tax income, excluding significant or
infrequently occurring items, and tax expense for the remaining quarterly periods of the year. The estimated annual effective tax rate is then applied to year-to-date pre-tax income to determine the estimated year-to-date and quarterly tax expense.
The income tax effects of infrequent or unusual items are recognized in the quarterly period in which they occur. As the year progresses, we continually refine our estimate based upon actual events and earnings. This continual estimation process
periodically results in a change to our expected annual effective tax rate. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date income tax provision equals the
estimated annual rate. Our effective tax rate fluctuates mainly due to our geographic mix of sales and earnings. In addition, starting January 1, 2005, provision has not been made for United States income taxes on earnings of selected
international subsidiary companies as these are intended to be permanently invested.



We evaluate the future realization of our deferred tax assets quarterly. We review each material tax jurisdiction for which a deferred tax asset has been recorded. Our analysis includes a review of past results,
future income and the tax life of net operating loss carryforwards. All evidence is evaluated in forming a conclusion whether a valuation allowance, if any, needs to be recorded.



We account for the uncertainty in income tax positions and use a minimum recognition threshold a tax position must meet
before recognition in the financial statements. The evaluation of a tax position is a two-step process. The first step is a recognition process to determine whether it is more-likely-than-not that a tax position will be sustained upon examination,
including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, it is presumed that the position will be
examined by the appropriate taxing authority that has full knowledge of all relevant information. The second step is a measurement process whereby a tax position that meets the more-likely-than-not recognition threshold is calculated to determine
the amount of benefit/expense to recognize in the financial statements. The tax position is measured at the largest amount of benefit/expense that is greater than 50% likely of being realized upon ultimate settlement. Any tax position recognized
would be an adjustment to the effective tax rate. We recognize interest expense and penalties on income tax liabilities in income tax expense on our Consolidated Statement of Earnings/Loss. We recognize our uncertain tax positions in either accrued
income taxes, if determined to be short-term, or other liabilities if determined to be long-term, on our Consolidated Balance Sheet.



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Goodwill and Intangible Assets



Indefinite-lived intangible assets are evaluated for impairment at least annually, and more often when events indicate that an
impairment exists. Intangible assets with finite lives are amortized over their useful lives.



We review goodwill for impairment in a two step process. The first step is to determine whether there is potential impairment by comparing the estimated fair value of a reporting unit to its carrying value (which
includes goodwill). If the fair value exceeds the carrying value, then goodwill is not considered impaired, however, if the carrying amount exceeds the fair value, then step two is performed to measure the amount of impairment loss, if any. The
second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by allocating fair value to all assets and liabilities. The excess, if any, is the
implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount of goodwill, then impairment is recognized.



We review intangible assets related to trademarks for impairment, by determining fair value using a relief from royalty payments
methodology. This approach involves two steps: (i) estimating reasonable royalty rates for each trademark and (ii) applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine fair value. If the
fair value is less than the carrying value then impairment is recognized.



Other Contingencies



In the ordinary course
of business, we are involved in legal proceedings involving contractual and employment relationships, product liability claims, trademark rights and a variety of other matters. We record contingent liabilities resulting from claims against us,
including related legal costs, when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed
the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgment about the potential actions of third party claimants and courts. Therefore, actual losses in any future period are inherently
uncertain. Currently, we do not believe that any of our pending legal proceedings or claims will have a material impact on our financial position or results of operations. However, if actual or estimated probable future losses exceed our recorded
liability for such claims, we would record additional charges during the period in which the actual loss or change in estimate occurred.



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Results of Operations



The following table sets forth, for the periods indicated, the percentage of certain items in the consolidated statements of earnings relative to
revenues.



|                                                               |  |                         |   |  |       |   |  |       |  
|-------------------------------------------------------------- |  | ----------------------- | - |  | ----- | - |  | ----- | -
|                                                               |  | Year ended December 31, |  
|                                                               |  | 2009                    |   |  | 2008  |   |  | 2007  |  
|Revenues                                                       |  | 100.0                   | % |  | 100.0 | % |  | 100.0 | %
|Cost of goods sold                                             |  | 64.2                    |   |  | 59.7  |   |  | 53.5  |  
|Gross profit                                                   |  | 35.8                    |   |  | 40.3  |   |  | 46.5  |  
|Selling, general and administrative expenses                   |  | 49.1                    |   |  | 42.7  |   |  | 37.5  |  
|Impairment on intangibles and goodwill                         |  | 2.0                     |   |  |      |   |  |      |  
|Other (expense)/income                                         |  | (0.5                    | ) |  | 9.2   |   |  | 1.3   |  
|Interest income, net                                           |  | 0.4                     |   |  | 2.5   |   |  | 2.8   |  
|(Loss)/Earnings before income taxes anddiscontinued operations |  | (15.4                   | ) |  | 9.3   |   |  | 13.1  |  
|Income tax (benefit)/expense                                   |  | (4.0                    | ) |  | 1.8   |   |  | 2.5   |  
|Loss from discontinued operations, net ofincome tax benefit    |  | (0.2                    | ) |  | (1.1  | ) |  | (0.7  | )
|Net (loss)/earnings                                            |  | (11.6                   | ) |  | 6.4   |   |  | 9.9   |  



2009 Compared to 2008



Revenue and Gross Margin



Total revenues
decreased 26.5% to $240,729,000 in 2009 from $327,405,000 in 2008. This decrease was attributable to a decrease in the volume of footwear sold and a decrease in the average underlying wholesale price per pair. The volume of footwear sold decreased
21.4% to 8,944,000 pair in 2009 from 11,384,000 pair in 2008. The average wholesale price per pair was $25.06 in 2009 and $27.56 in 2008, a decrease of 9.1%.



Domestic revenues decreased 26.9% to $101,181,000 in 2009 from $138,390,000 in 2008. International product revenues decreased 26.7% in 2009 to
$133,041,000 from $181,380,000 in 2008. Fees earned by the Company on sales by foreign licensees and distributors were $6,507,000 for 2009 and $7,635,000 for 2008, a decrease of 14.8%. International revenues, as a percentage of total revenues,
increased to 58.0% in 2009 from 57.7% in 2008.



Customer
acceptance of our domestic and international product has been weak and is likely to remain weak for the near term. In addition, the current downturn of the worldwide economy has had and will continue to have an adverse affect on our business.



KSwiss brand revenues decreased 31.3% to $217,181,000
in 2009 from $315,913,000 in 2008. This decrease was the result of a decrease in the volume of footwear sold and a decrease in the average underlying wholesale price per pair. The volume of footwear sold decreased 25.0% to 8,395,000 pair in 2009
from 11,187,000 pair in 2008. The average wholesale price per pair was $23.91 in 2009 and $27.02 in 2008, a decrease of 11.5%, which resulted from the product mix of sales, including a higher percentage of sales of closeout product, and from the
geographic mix of sales, in which domestic sales generally sell at a lower price; and a general decline in worldwide selling prices.



Palladium brand revenues were $23,548,000 in 2009 (2.7% of which were derived from domestic sales) compared to $11,492,000 for the six month period
ended December 31, 2008 (all of this revenue was derived from sales outside the U.S.). We purchased Palladium in July 2008. See Note O to our Consolidated Financial Statements for further discussion.



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We believe the athletic and casual footwear industry experiences seasonal fluctuations, due to
increased sales during certain selling seasons, including Easter, back-to-school and the year-end holiday seasons. We present full-line offerings for the Easter season for delivery during the first and second quarters and back-to-school season for
delivery during the third quarter, but only limited offerings for the year-end holiday season.



At December 31, 2009, domestic and international futures orders with start ship dates from January through June 2010 were approximately $29,583,000 and $51,341,000, respectively, 6.6% lower and 15.7% lower,
respectively, than such orders were at December 31, 2008 for start ship dates of the comparable period of the prior year. These orders are not necessarily indicative of revenues for subsequent periods because: (1) the mix of
future and at-once orders can vary significantly from quarter to quarter and year to year and (2) the rate of customer order cancellations can also vary from quarter to quarter and year to year.



Overall gross profit margin, as a percentage of revenues, was 35.8% in
2009, a decrease from 40.3% in 2008. Gross profit margin was affected by product mix changes, including a higher percentage of closeout product sales, which carry a lower gross profit margin than our non-closeout product sales, geographic mix of
sales and a general decline in sales prices. On August 5, 2009, the Company settled the underpayment of business taxes in a foreign jurisdiction for approximately $1,529,000 plus interest of approximately $1,185,000, see discussion
Results of Operations2008 Compared to 2007Revenue and Gross Margin. Our gross margins may not be comparable to some of our competitors as we recognize warehousing costs within selling, general and administrative expenses.



Selling, General and Administrative Expenses



Overall selling, general and administrative expenses
decreased 15.4% to $118,303,000 (49.1% of revenues) in 2009 from $139,899,000 (42.7% of revenues) in 2008. The decrease in selling, general and administrative expenses during 2009 was the result of a decreases in advertising expenses, data
processing expenses, compensation expenses and legal expenses. Advertising expenses decreased 29.5% primarily due to decreases in both our domestic and international markets as part of an effort to reduce costs as our business declines. Data
processing costs decreased 31.9% as a result of the decrease in on-going maintenance expense for our SAP computer software system which resulted from the completion of the SAP implementation in certain international regions in the fourth quarter of
2008. Compensation expenses, which includes commissions, bonus/incentive related expenses and employee recruiting and relocation expenses, decreased 6.7% as a result of decreases in headcount and other bonuses/incentive related expenses, offset by
an increase in stock option compensation expenses. Legal expenses decreased 39.8% as a result of the decreased expenses incurred to defend our trademarks. Corporate expenses of $18,766,000 and $25,931,000 for the years ended December 31, 2009
and 2008, respectively, are included in selling, general and administrative expenses. The decrease in corporate expenses for 2009 was a result of decreases in data processing expenses, legal expenses and accounting expenses. The decrease in data
processing expenses and legal expenses are due to the reasons discussed above. The decrease in accounting expense was a result of lower auditing fees for non-recurring 2008 events and a reduction of the outsourcing of certain accounting services.



Impairment on Intangibles and Goodwill



An impairment charge of $2,653,000 on the intangible assets related to
the trademarks of the Palladium brand was recognized for 2009 as a result of the Companys annual reassessment of impairment using the relief from royalty payment methodology, using current market discount rates and royalty rates.



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Goodwill impairment of $2,177,000 was also recognized on the Palladium brand for 2009. As part of its
annual reassessment of impairment, the Company determined the fair value of a reporting unit using both an income approach (i.e., discounted cash flow methodology) and a market approach (i.e., guideline public company and
guideline transactions methodologies). As a result of the assessment, primarily based on deteriorating economic market conditions in 2009, it was determined goodwill was impaired.



These impairment charges are included as corporate expenses for 2009.



Other Income, Interest and Taxes



Other expense for 2009 includes a loss upon the purchase of the remaining
43% equity interest of Palladium of $2,616,000, offset by a gain on the sale of certain assets of the Royal Elastics brand of $1,367,000.



On April 30, 2009, we sold certain Royal Elastics assets, consisting of its inventory located in Taiwan and its intangible trademarks, with an
approximate net book value of $1.0 million, to Royal Elastics Holdings Ltd. (REH), a third party, in an arms length transaction for $4.0 million. Pursuant to the Asset Sale Agreement, REH agreed to pay us $2.9 million in cash by
April 30, 2010 (of which the Company has received approximately $1.9 million as of December 31, 2009) and a $1.1 million promissory note from REH for the remaining balance. Interest on the promissory note is payable quarterly at an
interest rate of Wall Street Journal Prime plus 1%. The principal balance is due on April 30, 2016. The pre-tax gain on sale is $1.4 million for 2009.



On June 16, 2009, we purchased the remaining 43% equity interest in Palladium for 5.0 million (or $7.0 million) and recognized a loss of $2.6 million on the purchase. The loss was calculated as the difference between the purchase price and the recorded
Mandatorily Redeemable Minority Interest (MRMI). We acquired the initial 57% equity interest in Palladium on July 1, 2008 and the acquisition of Palladium was recorded as a 100% purchase acquisition without reflecting any minority
interest but recognizing the MRMI liability.



Other income
for the year ended December 31, 2008 consists of a $30 million settlement payment received on June 30, 2008. On June 24, 2008, the Company entered into a settlement agreement with Payless ShoeSource, Inc., a Missouri corporation and
Payless ShoeSource Inc., a Delaware corporation (collectively, Payless) in connection with our 2004 action filed against Payless in the United States District Court for the Central District of California (Western District), in which we
alleged trademark and trade dress infringement, trademark dilution, unfair competition and breach of contract. The settlement agreement provided, among other things, that Payless would pay to us $30 million in cash on or before July 1, 2008 in
payment of compensatory damages claimed by us from Payless advertising, promotion and sale of certain footwear.



Overall net interest income was $1,050,000 (0.4% of revenues) in 2009 compared to $8,216,000 (2.5% of revenues) in 2008, a decrease of $7,166,000 or
87.2%. The decrease in net interest income for the year ended December 31, 2009 was the result of lower average cash balances, lower interest rates, interest expense incurred by Palladium on lines of credit and term loans, and recognition of
the change in the fair value of the MRMI.



Our effective tax
benefit was 26.0% for 2009 compared to an effective tax rate of 19.4% for 2008. The $550,000 and $823,000 income tax benefit of options exercised during 2009 and 2008, respectively, were credited to additional paid-in capital and therefore did not
impact the effective tax rate. The absolute value of the effective tax rate/benefit increased as a result of the geographic mix of losses, as domestic operations generated more losses at a higher effective tax benefit.



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At December 31, 2009, uncertain tax positions and the related interest were $6,165,000 and
$903,000, respectively, all of which would affect the income tax rate if reversed. We recognized income tax expense related to uncertain tax positions of $121,000 and $209,000 for 2009 and 2008, respectively.



We did not record any valuation allowances against deferred tax assets at
December 31, 2009 based on our history of prior operating earnings and our expectations for 2011 and beyond. If, however, during the later part of 2010 evidence does not materialize to support our expectations for 2011 and beyond, we will
record a deferred tax valuation allowance of $8,160,000 plus deferred taxes established in 2010, if any.



The net loss for 2009 was $27,962,000, or $0.80 per share (diluted loss per share), compared to net earnings of $20,885,000, or $0.59 per share
(diluted earnings per share), for 2008. Net loss and diluted loss per share for 2009 included the pre-tax impairment charge on the goodwill and intangible assets related to the trademarks of the Palladium brand of $4,830,000 and the pre-tax loss of
$2,616,000 from the purchase of the remaining 43% equity interest of Palladium, offset by the net pre-tax gain on the sale of certain Royal Elastics assets of $1,367,000, described above, or $0.18 per diluted share (after tax). Net earnings and
diluted earnings per share for 2008 included the pre-tax settlement of litigation of $30,000,000, described above, or $0.52 per diluted share (after tax).



2008 Compared to 2007



Revenue and Gross Margin



Total revenues decreased 17.0% to $327,405,000 in 2008 from $394,540,000 in 2007. This decrease was attributable to a decrease in the volume of
footwear sold and a decrease in the average underlying wholesale price per pair. The volume of footwear sold decreased 17.2% to 11,384,000 pair in 2008 from 13,750,000 pair in 2007. The average wholesale price per pair was $27.56 in 2008 and $27.84
in 2007, a decrease of 1.0%.



Domestic revenues decreased
29.6% to $138,390,000 in 2008 from $196,607,000 in 2007. International product revenues decreased 5.8% in 2008 to $181,380,000 from $192,471,000 in 2007. Fees earned by the Company on sales by foreign licensees and distributors were $7,635,000 for
2008 and $5,462,000 for 2007, an increase of 39.8%. International revenues, as a percentage of total revenues, increased to 57.7% in 2008 from 50.2% in 2007.



KSwiss brand revenues decreased 19.9% to $315,913,000 in 2008 from $394,540,000 in 2007. This decrease was the result of a decrease in the volume
of footwear sold and a decrease in the average underlying wholesale price per pair. The volume of footwear sold decreased 18.6% to 11,187,000 pair in 2008 from 13,750,000 pair in 2007. The average wholesale price per pair was $27.02 in 2008 and
$27.84 in 2007, a decrease of 2.9%, which resulted from product mix changes offset by international sales becoming a larger portion of revenues.



Palladium brand revenues were $11,492,000 in 2008 (all of this revenue was derived from sales outside the U.S.), representing six months of revenue.



Overall gross profit margin, as a percentage of revenues,
was 40.3% in 2008 and 46.5% in 2007. Gross profit margin was affected by product mix changes, geographic mix of international sales and increases in inventory reserves. International sales generally yield a higher gross profit margin, however, the
gross profit margin was lower in 2008 than in 2007. In addition, included in gross margin is an additional accrual for the underpayment of certain business taxes in a foreign jurisdiction. Prior to the third quarter of 2008, we had accrued
approximately $638,000 related to this issue. A detailed



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analysis performed by our tax advisors and accountants during the third quarter of 2008 determined that the total amount of business taxes underpaid and related interest was approximately
$2,447,000. Penalties were discretionary, ranging from zero to 300% of taxes owed and at that time, penalties were not accrued as the Company could not determine the likelihood of such assessment. As discussed above, on August 5, 2009, the
Company settled the underpayment of such business taxes for approximately $1,529,000 plus interest of approximately $1,185,000, with no penalties assessed.



Selling, General and Administrative Expenses



Overall selling, general and administrative expenses decreased 5.7% to $139,899,000 (42.7% of revenues) in 2008 from $148,283,000 (37.5% of revenues)
in 2007. The decrease in selling, general and administrative expenses during 2008 was the result of a decrease in advertising expenses, gains on ineffective hedges and a decrease in salesman sample expenses, offset by increases in compensation
expenses and data processing expenses. Advertising expenses decreased 31.1% primarily due to decreases in both domestic and international markets as part of an effort to reduce costs as our business declines. Gains on ineffective hedges contributed
to a $1,604,000 decrease in selling, general and administrative expenses. Salesman sample expenses decreased 19.7% as a result of cost reductions and also as a result of our declining revenues. Data processing expenses increased 43.9% as a result of
on-going maintenance expenses incurred in connection with the Companys fourth quarter of 2007 SAP implementation to our domestic and certain international operational regions and expenses related to the Companys continuing SAP computer
software implementation to other international operational regions in 2008. The increase in compensation expenses of 16.8% was due to stock option expenses (recognized as a result of the repricing of stock options, see Note L to our Consolidated
Financial Statements), an increase in headcount, a decrease in the reversal of bonus/incentive related expenses that were calculated in accordance with the bonus formula under our Economic Value Added incentive program and severance payments made,
offset by decreases in other bonus/incentive related expenses. Corporate expenses of $25,931,000 and $21,886,000 for the years ended December 31, 2008 and 2007, respectively, are included in selling, general and administrative expenses. The
increase in corporate expenses for 2008 was due to an increase in data processing and compensation expenses for the reasons described above.



Other Income, Interest and Taxes



Other income for the year ended December 31, 2008 consists of a $30 million settlement payment received on June 30, 2008, as discussed above.



Other income for the year ended December 31, 2007
consists of a reversal of an estimate for our underpayment of payroll withholdings in a foreign jurisdiction from January 1, 1993 through December 31, 2005 of $5,232,000. As discussed in our Form 10-K for 2006, in the fourth quarter of
2006, we determined that there was an underpayment of payroll withholdings in a foreign jurisdiction from January 1, 1993 through December 31, 2006. In 2006, with the assistance of our tax advisors, we estimated an underpayment of
withholdings and related interest totaling $11,105,000, of which $7,866,000 was recorded as a prior period adjustment, under Staff Accounting Bulletin No. 108. Penalties were discretionary, ranging from zero to 300% of the taxes owed, and at
that time we could not determine the likelihood of such assessment and did not recognize penalties related to this issue. The September 2007 settlement reached with this foreign jurisdiction resulted in us paying 100% of the payroll withholding
liability plus a 50% penalty for periods starting from May 2001 through August 2007, however interest was not assessed. Therefore, the amount settled was lower than the amounts previously estimated.



Overall net interest income was $8,216,000 (2.5% of revenues) in 2008
compared to $11,184,000 (2.8% of revenues) in 2007, a decrease of $2,968,000 or 26.5%. This decrease in net interest income



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was the result of lower average interest rates along with interest expense incurred by Palladium under its lines of credit and other debt offset by higher average cash balances, which resulted
primarily from the $30,000,000 settlement received from Payless on June 30, 2008. Also included for the year ended December 31, 2008 was interest income from the change in fair value on the MRMI.



Our effective tax rate was 19.4% and 19.1% in 2008 and 2007, respectively.
The $823,000 and $1,063,000 income tax benefit of options exercised during 2008 and 2007, respectively, were credited to additional paid-in capital and therefore did not impact the effective tax rate.



At December 31, 2008, uncertain tax positions and the related
interest were $6,120,000 and $756,000, respectively, all of which would affect the income tax rate if reversed. We recognized income tax expense related to uncertain tax positions of $209,000 and $169,000 for 2008 and 2007, respectively.



Net earnings decreased 46.5% to $20,885,000 or $0.59 per share (diluted
earnings per share) in 2008 from $39,073,000 or $1.10 per share (diluted earnings per share) in 2007. Net earnings and net earnings per diluted share for 2008 includes the $30,000,000 settlement payment described above.



Liquidity and Capital Resources



We experienced a net cash outflow of $22,476,000 from our continuing
operations during 2009 compared to a net cash inflow of $17,510,000 and $47,043,000 from our continuing operations during 2008 and 2007, respectively. The decrease in operating cash inflows in 2009 from 2008 is due to the decrease in net earnings
and to the differences in the amounts of changes in accounts payable and accrued liabilities, income taxes receivable and MRMI, offset by the differences in the amounts of changes in inventories and accounts receivable and the impairment of
intangibles and goodwill. Cash from continuing operations in 2008 decreased from 2007 due primarily to the decrease in net earnings and to the difference in the amounts in changes in accounts receivable and accounts payable and accrued liabilities,
offset by changes in prepaid expenses and other assets and by stock-based compensation and depreciation and amortization.



We had a net outflow of cash of $54,829,000, $13,749,000 and $10,485,000 from our investing activities during 2009, 2008 and 2007, respectively. The
increase in investing activities in 2009 is due to the purchase of investments available for sale and the reclassification of $22,270,000 as collateral for our lines of credit to restricted cash and cash equivalents, partially offset by lower
purchases of property plant and equipment. The increase in investing activities in 2008 is due to the purchase of intangible assets and the purchase of Palladium offset by lower purchases of property, plant and equipment.



We had a net inflow of cash from financing activities of $207,000 during
2009 and net outflow of cash from financing activities of $76,299,000 and $5,091,000 during 2008 and 2007, respectively. The increase in net cash inflow during 2009 is due to a decrease in payments of dividends, offset by an increase in net
repayments on bank lines of credit and decreases in excess income tax benefit of stock-based compensation and proceeds from stock options exercised. The increase in net cash outflows during 2008 was primarily due to an increase in payment of cash
dividends (including our special cash dividend of $2.00 per share on December 24, 2008), and an increase in the purchase of our outstanding stock under our then-current stock repurchase program.



We anticipate future cash needs for repayments required pursuant to
borrowings under Palladiums lines of credit facilities and term loans. In addition, depending on our future operating results, additional funds may be required by operating activities. No other material capital commitments



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exist at December 31, 2009. With continued use of our revolving credit facilities (as discussed below), we believe our present and currently anticipated sources of capital are sufficient to
sustain our anticipated capital needs for the remainder of 2010.



On October 26, 2004, the Board of Directors authorized a stock repurchase program to supplement prior stock repurchase programs, which allowed us to repurchase through December 2009, up to 5,000,000 shares of our Class A Common
Stock from time to time on the open market, as market conditions warrant. In November 2009, the Board of Directors approved a new stock repurchase program to purchase through December 31, 2014 up to $70,000,000 of the Companys
Class A Common Stock. As of December 31, 2009, $70,000,000 is remaining in this program. We adopted the $70,000,000 program because we believe that depending upon the array of alternatives, repurchasing our shares can be a good use of
excess cash. Currently, we have made purchases under all stock repurchase programs from August 1996 through February 17, 2010 (the day prior to the filing of this Form 10-K) of 25.5 million shares at an aggregate cost totaling
approximately $166,759,000, at an average price of $6.55 per share. See Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



Effective June 30, 2009, we amended certain of our bank agreements,
reducing the amount we can borrow on our lines of credit facilities. Pursuant to the amendment, certain covenants were eliminated and we agreed to collateralize our lines of credit with $22,270,000 of cash held at the bank, which is reflected as
Restricted Cash and Cash Equivalents in the Companys Consolidated Balance Sheet. The covenants that have been eliminated are the Companys obligation (1) to maintain at all times unencumbered liquid assets having an aggregate market
value of not less than $100,000,000; (2) to maintain positive net income after taxes and extraordinary items on a rolling four consecutive fiscal quarter basis; and (3) not to declare or pay dividends or redeem stock in an aggregate amount
greater than $150,000,000. We pay a commitment fee of 1/8% of the unused line for availability of the $10,000,000 credit facility. The terms of and current borrowings under our lines of credit (not including borrowings by Palladium) as of
December 31, 2009 are as follows (dollars in thousands):



|         |  |                   |   |                             |   |                      |  |       |       |               |   |                 |  |                                                         |  |                                              
|-------- |  | ----------------- | - | --------------------------- | - | -------------------- |  | ----- | ----- | ------------- | - | --------------- |  | ------------------------------------------------------- |  | ---------------------------------------------
|         |  | AmountOutstanding |   | OutstandingLetters ofCredit |   | UnusedLines ofCredit |  | Total |       | Interest Rate |   | Expiration Date
|Domestic |  | $                 |  |                             | $ | 700                  |  | $     | 9,300 |               | $ | 10,000          |  | Prime - 0.75%                                           |  | July 1, 2010                                 
|         |  |                   |   |                             |   |                     
|Europe   |  | $                 |  |                             | $ |                     |  | $     | 4,500 |               | $ | 4,500           |  | LIBOR + 1.25%; IBOR + 1.25%                             |  | July 1, 2010; mutually cancelable at any time
|         |  |                   |   |                             |   |                     
|Asia     |  | $                 |  |                             | $ |                     |  | $     | 3,000 |               | $ | 3,000           |  | LIBOR + 1.25%; Australian Bank Bill Buying Rate + 1.25% |  | July 1, 2010                                 
|         |  |                   |   |                             |   |                     
|Canada   |  | $                 |  |                             | $ |                     |  | $     | 1,000 |               | $ | 1,000           |  | Canadian Prime                                          |  | July 1, 2010                                 



The Companys $10,000,000 credit facility contains a cross-default provision which indicates that if any defaults occur on any of the above
mentioned facilities, then the Company would be in default on its $10,000,000 credit facility. Upon default, the bank may do one or more of the following: declare the Company in default, stop making additional credit available to the Company, and/or
require the Company to repay its entire debt immediately and without notice. Upon the occurrence of default, the interest rate under the Companys unsecured revolving credit facility will reprice at a rate of 2% higher than prime rate less
3/4%. At December 31, 2009, the Company was in compliance with all relevant covenants under its $10,000,000 credit facility.



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At December 31, 2009, we had debt outstanding of $4,207,000 (attributable to outstanding
borrowings by Palladium under its lines of credit facilities and term loans) with no letters of credit outstanding under these facilities. The terms of and current borrowing under Palladiums lines of credit facilities and term loans at
December 31, 2009 is as follows (dollars in thousands):



|                            |  |                   |       |                             |   |                      |  |       |       |                                   |   |                 |  |                         |  |                      
|--------------------------- |  | ----------------- | ----- | --------------------------- | - | -------------------- |  | ----- | ----- | --------------------------------- | - | --------------- |  | ----------------------- |  | ---------------------
|                            |  | AmountOutstanding |       | OutstandingLetters ofCredit |   | UnusedLines ofCredit |  | Total |       | Interest Rate atDecember 31, 2009 |   | Expiration Date
|Secured lines of credit (1) |  | $                 | 3,145 |                             | $ |                     |  | $     | 295   |                                   | $ | 3,440           |  | Variable, 1.91% - 2.85% |  | December 31, 2009 (1)
|Secured line of credit      |  |                   |      |                             |   |                     |  |       | 5,735 |                                   |   | 5,735           |  | Variable, 1.37%         |  | December 31, 2010    
|Fixed rate loans            |  |                   | 1,048 |                             |   |                     |  |       |      |                                   |   | 1,048           |  | 5.42% - 5.84%           |  | 2012 - 2013          
|Accrued interest            |  |                   | 14    |                             |   |                     |  |       |      |                                   |   | 14              |  |                         |  |                      
|                            |  |                   |       |                             |   |                      |  |       |       |                                   |   |                 |  |                         |  |                      
|                            |  | $                 | 4,207 |                             | $ |                     |  | $     | 6,030 |                                   | $ | 10,237          |  |                         |  |                      
|                            |  |                   |       |                             |   |                      |  |       |       |                                   |   |                 |  |                         |  |                      



|(1) |  | Under these lines of credit, the maximum facility amount available between July 1 through December 31, 2009 range from 1,700,000 to 2,400,000 (or approximately $2,437,000 to $3,441,000).
These lines of credit were renewed until June 30, 2010 and the maximum facility amount available between January 1 through June 30, 2010 range from 1,600,000 to 2,400,000 (or approximately $2,294,000 to $3,441,000).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In accordance with these financing arrangements with the financial
institutions, Palladium must meet minimum working capital requirements and is restricted as to the amount of dividends it can pay. At December 31, 2009, Palladium was in compliance with its debt covenants. See Note F to our Consolidated
Financial Statements for further discussion.



Our working
capital decreased $20,986,000 to $259,651,000 at December 31, 2009 from $280,637,000 at December 31, 2008. Working capital decreased during 2009 mainly due to decreases in cash and cash equivalents (including restricted cash), inventory,
accounts receivable, prepaid expenses and other current assets and current deferred income taxes, offset by decreases in trade accounts payable, accrued liabilities and bank lines of credit and short-term debt and increases in investments available
for sale and income taxes receivable.



We have historically
maintained higher levels of inventories relative to sales compared to our competitors because (1) we do not ship directly to our major domestic customers from our foreign contract manufacturers to the same extent as our larger competitors,
which would reduce inventory levels and increase inventory turns, and (2) unlike many of our competitors, we designate certain shoes as core products whereby we commit to our retail customers that we will carry core products from season to
season and, therefore, we attempt to maintain open-stock positions on our core products in our distribution facilities to meet at-once orders.



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##### Table of Contents

Contractual Obligations



At December 31, 2009, our significant contractual obligations were as follows (in thousands):



|                                 |  |                        |        |                  |   |                  |  |                   |        |                    |   |       |  |   |      
|-------------------------------- |  | ---------------------- | ------ | ---------------- | - | ---------------- |  | ----------------- | ------ | ------------------ | - | ----- |  | - | -----
|                                 |  | Payments due by period
|                                 |  | Total                  |        | Lessthan oneyear |   | One tothreeyears |  | Threeto fiveyears |        | Morethan fiveyears
|Operating lease obligations      |  | $                      | 17,536 |                  | $ | 4,947            |  | $                 | 6,786  |                    | $ | 4,226 |  | $ | 1,577
|Endorsement obligations          |  |                        | 5,910  |                  |   | 2,295            |  |                   | 2,578  |                    |   | 1,000 |  |   | 37   
|Royalty obligations              |  |                        | 2,200  |                  |   | 750              |  |                   | 1,450  |                    |   |      |  |   |     
|Bank debt                        |  |                        | 4,207  |                  |   | 3,463            |  |                   | 580    |                    |   | 164   |  |   |     
|Product purchase obligations (1) |  |                        | 35,193 |                  |   | 35,193           |  |                   |       |                    |   |      |  |   |     
|                                 |  |                        |        |                  |   |                  |  |                   |        |                    |   |       |  |   |      
|Total                            |  | $                      | 65,046 |                  | $ | 46,648           |  | $                 | 11,394 |                    | $ | 5,390 |  | $ | 1,614
|                                 |  |                        |        |                  |   |                  |  |                   |        |                    |   |       |  |   |      



|(1) |  | We generally order product four to five months in advance of sales based primarily on advance futures orders received from customers. The amounts listed for product purchase
obligations represent open purchase orders to purchase products in the ordinary course of business that are enforceable and legally binding.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Off-Balance Sheet Arrangements



We did not enter into any off-balance sheet arrangements during 2009 or 2008, nor did we have any off-balance sheet arrangements outstanding at
December 31, 2009 or 2008.



Inflation



We believe that distributors of footwear in the higher priced end of the
footwear market, including ours, are able to adjust their prices in response to an increase in direct and general and administrative expenses in order to partially or completely offset rising prices, without experiencing a significant loss in sales.
Accordingly, to date, inflation and changing prices have not had a material adverse effect on our revenues or earnings.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------



Market Risk



Market risk is the potential change in an instruments value caused by, for example, fluctuations in interest and currency exchange rates. Our
primary market risk exposure is the risk of unfavorable movements in exchange rates between the U.S. dollar and the Euro, U.S. dollar and the Pound Sterling and between the Euro and the Pound Sterling. Monitoring and managing these risks is a
continual process carried out by senior management, which reviews and approves our risk management policies. Market risk is managed based on an ongoing assessment of trends in foreign exchange rates and economic developments, giving consideration to
possible effects on both total return and reported earnings.



Foreign Exchange Rate Risk



Sales
denominated in currencies other than the U.S. dollar, which are primarily sales to customers in Europe, expose the Company to market risk from material movements in foreign exchange rates between the U.S. dollar and the foreign currency. The
Companys primary risk exposures are from changes in the rates between the U.S. dollar and the Euro, U.S. dollar and the Pound Sterling and between the Euro and the Pound Sterling. In 2009 and 2008, the Company entered into forward



37



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##### Table of Contents

foreign exchange contracts to exchange Euros for U.S. dollars, Pound Sterling for U.S. dollars and Pound Sterling for Euros. The extent to which forward foreign exchange contracts are
used is modified periodically in response to managements estimate of market conditions and the terms and length of specific sales contracts.



The Company enters into forward foreign exchange contracts in order to reduce the impact of foreign currency fluctuations and not to engage in currency
speculation. The use of derivative financial instruments allows the Company to reduce its exposure to the risk that the eventual net cash inflow resulting from the sale of products to foreign customers will be materially affected by changes in
exchange rates. The Company does not hold or issue financial instruments for trading purposes. The forward foreign exchange contracts are designated for firmly committed or forecasted sales. These contracts are generally expected to settle in less
than one year.



The forward foreign exchange contracts
generally require the Company to exchange Euros for U.S. dollars, Pound Sterling for U.S. dollars or Pound Sterling for Euros at maturity, at rates agreed upon at the inception of the contracts. The Companys counterparties to
derivative transactions are major financial institutions with an investment grade or better credit rating; however, the Company is exposed to credit risk with these institutions. The credit risk is limited to the unrealized gains in such contracts
should these counterparties fail to perform as contracted.



At December 31, 2009, forward foreign exchange contracts with a notional value of $17,100,000 were outstanding to exchange various currencies with maturities ranging from January 2010 to September 2010, to sell the equivalent of
approximately $4,050,000 in foreign currencies at contracted rates and to buy approximately $13,050,000 in foreign currencies at contracted rates. These contracts have been designated as cash flow hedges. Realized gains of $1,810,000 for 2009 and
realized losses of $1,708,000 and $2,258,000 for 2008 and 2007, respectively, from cash flow hedges were recorded in cost of goods sold. Realized gains of $258,000 and $1,036,000 for 2009 and 2008, respectively, and realized losses of $99,000 for
2007 from cash flow hedges were recorded in selling, general and administrative expenses due to hedge ineffectiveness. Realized losses of $6,000 for 2009 and realized gains of $568,000 for 2008 from forward contracts not designated as hedging
instruments were recorded in selling, general and administrative expenses. At December 31, 2009, the Company did not have any forward foreign exchange contracts that do not qualify as hedges.



We do not anticipate any material adverse effect on our operations or
financial position relating to these forward foreign exchange contracts. Based on our overall currency rate exposure at December 31, 2009, a 1% change in currency rates would not have a material effect on the financial position, results of
operations or cash flows of the Company.



Interest Rate
Risk



We are exposed to changes in interest rates
primarily as a result of our short-term borrowings on our working capital lines of credit. A 1% change in interest rates would not have a material effect on the financial position, results of operations or cash flows of the Company.



|Item 8. |  | Financial Statements and Supplementary Data
|------- |  | -------------------------------------------



The Consolidated Financial Statements required in response to this item are submitted as part of Item 15(a) of this Report.



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Board of Directors and Stockholders

KSwiss Inc.



We
have audited KSwiss Inc.s (a Delaware Corporation) internal control over financial reporting as of December 31, 2009, based on criteria established in Internal ControlIntegrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). KSwiss Inc.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 Report of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on KSwiss Inc.s internal control over financial reporting based on
our audit.



We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). 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, testing and evaluating the design and operating effectiveness of internal control
based on the assessed 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.



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. A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the 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 company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys 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.



In our opinion, KSwiss Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal
ControlIntegrated Framework issued by COSO.



We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of KSwiss Inc. as of December 31, 2009 and 2008, and the related consolidated statements
of earnings/loss and comprehensive earnings/loss, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2009 and our report dated February 18, 2010 expressed an unqualified opinion on those
financial statements.



/s/ GRANT THORNTON
LLP



Los Angeles, California

February 18, 2010



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##### Table of Contents

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



Management of KSwiss Inc. (the Company)
is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission,
internal control over financial reporting is a process designed by, or supervised by, the Companys principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with generally accepted accounting principles.



The Companys internal control over financial reporting is supported by written policies and procedures, that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Companys assets; (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 Company are being made only in accordance with authorizations of the Companys management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys 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. 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.



In connection
with the preparation of the Companys annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Companys internal control over financial reporting as of December 31, 2009 based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Managements assessment included an evaluation of the design of the Companys internal
control over financial reporting and testing of the operational effectiveness of the Companys internal control over financial reporting.



Based on this assessment, management did not identify any material weakness in the Companys internal control, and management has concluded that
the Companys internal control over financial reporting was effective as of December 31, 2009.



Grant Thornton LLP, the registered public accounting firm that audited the Companys financial statements, has issued a report on internal control
over financial reporting, a copy of which is included in this annual report on Form 10-K.



February 18, 2010



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders

KSwiss Inc.



We have audited the accompanying consolidated balance sheets of KSwiss Inc. (a Delaware corporation) and subsidiaries as of December 31,
2009 and 2008, and the related consolidated statements of earnings/loss and comprehensive earnings/loss, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2009. Our audits of the basic
financial statements included Schedule IIValuation and Qualifying Accounts. These financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of KSwiss Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended
December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly, in all material respects, the information set forth therein.



We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), KSwiss Inc.s internal control over financial reporting as of December 31,
2009, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)and our report dated February 18, 2010 expressed an
unqualified opinion thereon.



/s/ GRANT
THORNTON LLP



Los Angeles, California

February 18, 2010



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##### Table of Contents

KSWISS INC.



CONSOLIDATED BALANCE SHEETS



December 31,



(Dollar amounts in thousands)



|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                                                                                                                                                                                                                                   |  | 2009 |         |   | 2008 |  
|A S S E T S                                                                                                                                                                                                                                                                                        |  |      |         |   |      |   |         |  
|CURRENT ASSETS                                                                                                                                                                                                                                                                                     |  |      |         |   |      |   |         |  
|Cash and cash equivalents (Note A4)                                                                                                                                                                                                                                                                |  | $    | 139,663 |   |      | $ | 207,423 |  
|Restricted cash and cash equivalents (Note F)                                                                                                                                                                                                                                                      |  |      | 22,270  |   |      |   |        |  
|Investments available for sale (Note B)                                                                                                                                                                                                                                                            |  |      | 31,209  |   |      |   |        |  
|Accounts receivable, less allowance for doubtful accounts of $2,162 and $2,897 for 2009 and 2008, respectively (Notes A13 and
M)                                                                                                                                                                   |  |      | 27,487  |   |      |   | 34,959  |  
|Inventories (Note A5)                                                                                                                                                                                                                                                                              |  |      | 48,183  |   |      |   | 74,417  |  
|Prepaid expenses and other current assets (Notes A12 and E)                                                                                                                                                                                                                                        |  |      | 2,472   |   |      |   | 9,301   |  
|Income taxes receivable (Notes A9 and I)                                                                                                                                                                                                                                                           |  |      | 13,821  |   |      |   |        |  
|Deferred income taxes (Notes A9 and I)                                                                                                                                                                                                                                                             |  |      | 2,881   |   |      |   | 6,676   |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|Total current assets                                                                                                                                                                                                                                                                               |  |      | 287,986 |   |      |   | 332,776 |  
|PROPERTY, PLANT AND EQUIPMENT, net (Notes A6, A7 and C)                                                                                                                                                                                                                                            |  |      | 22,053  |   |      |   | 25,686  |  
|OTHER ASSETS                                                                                                                                                                                                                                                                                       |  |      |         |   |      |   |         |  
|Intangible assets (Notes A8 and D)                                                                                                                                                                                                                                                                 |  |      | 15,259  |   |      |   | 22,776  |  
|Deferred income taxes (Notes A9 and I)                                                                                                                                                                                                                                                             |  |      | 9,538   |   |      |   | 4,474   |  
|Other                                                                                                                                                                                                                                                                                              |  |      | 9,314   |   |      |   | 8,578   |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|Total other assets                                                                                                                                                                                                                                                                                 |  |      | 34,111  |   |      |   | 35,828  |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|                                                                                                                                                                                                                                                                                                   |  | $    | 344,150 |   |      | $ | 394,290 |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|L I A B I L I T I E S    A N D    S T O C K H O L D E R S    E Q U I T Y                                                                                                                                                                                                                          |  |      |         |   |      |   |         |  
|CURRENT LIABILITIES                                                                                                                                                                                                                                                                                |  |      |         |   |      |   |         |  
|Bank lines of credit and short-term debt (Note F)                                                                                                                                                                                                                                                  |  | $    | 3,463   |   |      | $ | 4,355   |  
|Trade accounts payable                                                                                                                                                                                                                                                                             |  |      | 11,639  |   |      |   | 25,059  |  
|Income taxes payable (Note A9)                                                                                                                                                                                                                                                                     |  |      | 335     |   |      |   | 339     |  
|Accrued liabilities (Notes A12, E and G)                                                                                                                                                                                                                                                           |  |      | 12,898  |   |      |   | 22,386  |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|Total current liabilities                                                                                                                                                                                                                                                                          |  |      | 28,335  |   |      |   | 52,139  |  
|OTHER LIABILITIES                                                                                                                                                                                                                                                                                  |  |      |         |   |      |   |         |  
|Long-term debt (Note F)                                                                                                                                                                                                                                                                            |  |      | 744     |   |      |   | 1,021   |  
|Mandatorily redeemable minority interest (Note O)                                                                                                                                                                                                                                                  |  |      |        |   |      |   | 3,759   |  
|Other liabilities (Notes A9 and H)                                                                                                                                                                                                                                                                 |  |      | 13,288  |   |      |   | 12,609  |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|Total other liabilities                                                                                                                                                                                                                                                                            |  |      | 14,032  |   |      |   | 17,389  |  
|COMMITMENTS AND CONTINGENCIES (Note J)                                                                                                                                                                                                                                                             |  |      |         |   |      |   |         |  
|STOCKHOLDERS EQUITY (Note L)                                                                                                                                                                                                                                                                      |  |      |         |   |      |   |         |  
|Preferred Stockauthorized 2,000,000 shares of $0.01 par value; none issued and outstanding                                                                                                                                                                                                        |  |      |        |   |      |   |        |  
|Common Stock:                                                                                                                                                                                                                                                                                      |  |      |         |   |      |   |         |  
|Class A-authorized 90,000,000 shares of $0.01 par value; 29,519,757 shares issued, 27,098,140 shares outstanding and 2,421,617 shares
held in treasury at December 31, 2009 and 29,218,392 shares issued, 26,796,775 shares outstanding and 2,421,617 shares held in treasury at December 31, 2008 |  |      | 295     |   |      |   | 292     |  
|Class B, convertibleauthorized 18,000,000 shares of $0.01 par value; 8,039,524 and 8,059,524 shares issued and outstanding at
December 31, 2009 and 2008, respectively                                                                                                                            |  |      | 80      |   |      |   | 81      |  
|Additional paid-in capital                                                                                                                                                                                                                                                                         |  |      | 66,082  |   |      |   | 61,412  |  
|Treasury Stock                                                                                                                                                                                                                                                                                     |  |      | (58,190 | ) |      |   | (58,190 | )
|Retained earnings (Note A9)                                                                                                                                                                                                                                                                        |  |      | 288,386 |   |      |   | 316,348 |  
|Accumulated other comprehensive earnings                                                                                                                                                                                                                                                          |  |      |         |   |      |   |         |  
|Foreign currency translation (Note A10)                                                                                                                                                                                                                                                            |  |      | 5,672   |   |      |   | 1,398   |  
|Net (loss)/gain on hedge derivatives (Notes A12 and E)                                                                                                                                                                                                                                             |  |      | (566    | ) |      |   | 3,421   |  
|Net gain on investments available for sale (Note B)                                                                                                                                                                                                                                                |  |      | 24      |   |      |   |        |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|                                                                                                                                                                                                                                                                                                   |  |      | 301,783 |   |      |   | 324,762 |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  
|                                                                                                                                                                                                                                                                                                   |  | $    | 344,150 |   |      | $ | 394,290 |  
|                                                                                                                                                                                                                                                                                                   |  |      |         |   |      |   |         |  



The accompanying notes are an integral part
of these statements.



42



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##### Table of Contents

KSWISS INC.



CONSOLIDATED STATEMENTS OF EARNINGS/LOSS



AND COMPREHENSIVE EARNINGS/LOSS



Year Ended December 31,



(Dollar amounts and shares in thousands, except per share amounts)



|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                                                                             |  | 2009 |         |   | 2008 |   |         | 2007 | 
|Revenues (Notes A13, M and N)                                                                                                                                |  | $    | 240,729 |   |      | $ | 327,405 |      |  | $ | 394,540 |  
|Cost of goods sold (Note A14)                                                                                                                                |  |      | 154,558 |   |      |   | 195,385 |      |  |   | 210,910 |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Gross profit                                                                                                                                                 |  |      | 86,171  |   |      |   | 132,020 |      |  |   | 183,630 |  
|Selling, general and administrative expenses (Notes A10, A13, A15, A16, A18,E and K)                                                                         |  |      | 118,303 |   |      |   | 139,899 |      |  |   | 148,283 |  
|Impairment on intangibles and goodwill (Notes A8 and D)                                                                                                      |  |      | 4,830   |   |      |   |        |      |  |   |        |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Operating (loss)/profit (Note N)                                                                                                                             |  |      | (36,962 | ) |      |   | (7,879  | )    |  |   | 35,347  |  
|Other (expense)/income (Notes A19, O and P)                                                                                                                  |  |      | (1,249  | ) |      |   | 30,000  |      |  |   | 5,232   |  
|Interest income, net (Notes N and O)                                                                                                                         |  |      | 1,050   |   |      |   | 8,216   |      |  |   | 11,184  |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|(Loss)/Earnings before income taxes and discontinued operations                                                                                              |  |      | (37,161 | ) |      |   | 30,337  |      |  |   | 51,763  |  
|Income tax (benefit)/expense (Notes A9, I and N)                                                                                                             |  |      | (9,663  | ) |      |   | 5,882   |      |  |   | 9,868   |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|(Loss)/Earnings from continuing operations                                                                                                                   |  |      | (27,498 | ) |      |   | 24,455  |      |  |   | 41,895  |  
|Loss from discontinued operations, less applicable income tax benefit of $648, $2,312 and $1,754 for 2009, 2008 and 2007, respectively
(Notes A1, A19 and P) |  |      | (464    | ) |      |   | (3,570  | )    |  |   | (2,822  | )
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|NET (LOSS)/EARNINGS                                                                                                                                          |  | $    | (27,962 | ) |      | $ | 20,885  |      |  | $ | 39,073  |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|(Loss)/Earnings per common share (Notes A17 and L)                                                                                                           |  |      |         |   |      |   |         |      |  |   |         |  
|Basic:                                                                                                                                                       |  |      |         |   |      |   |         |      |  |   |         |  
|(Loss)/Earnings from continuing operations                                                                                                                   |  | $    | (0.79   | ) |      | $ | 0.70    |      |  | $ | 1.21    |  
|Loss from discontinued operations                                                                                                                            |  |      | (0.01   | ) |      |   | (0.10   | )    |  |   | (0.08   | )
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Net (Loss)/Earnings                                                                                                                                          |  | $    | (0.80   | ) |      | $ | 0.60    |      |  | $ | 1.13    |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted:                                                                                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|(Loss)/Earnings from continuing operations                                                                                                                   |  | $    | (0.79   | ) |      | $ | 0.69    |      |  | $ | 1.18    |  
|Loss from discontinued operations                                                                                                                            |  |      | (0.01   | ) |      |   | (0.10   | )    |  |   | (0.08   | )
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Net (Loss)/Earnings                                                                                                                                          |  | $    | (0.80   | ) |      | $ | 0.59    |      |  | $ | 1.10    |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Weighted average number of shares outstanding (Note A17)                                                                                                     |  |      |         |   |      |   |         |      |  |   |         |  
|Basic                                                                                                                                                        |  |      | 34,962  |   |      |   | 34,785  |      |  |   | 34,705  |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Diluted                                                                                                                                                      |  |      | 34,962  |   |      |   | 35,407  |      |  |   | 35,472  |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Dividends declared per common share (Note L)                                                                                                                 |  | $    |        |   |      | $ | 2.20    |      |  | $ | 0.20    |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Net (Loss)/Earnings                                                                                                                                          |  | $    | (27,962 | ) |      | $ | 20,885  |      |  | $ | 39,073  |  
|Other comprehensive (loss)/earnings, net of tax                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Foreign currency translation adjustments, net of income taxes of $0, $0 and $0 for 2009, 2008 and 2007, respectively (Note
A10)                              |  |      | 4,274   |   |      |   | (11,968 | )    |  |   | 4,401   |  
|Change in deferred (loss)/gain on hedge derivatives, net of income taxes of
$0, $0 and $0 for 2009, 2008 and 2007, respectively (Notes A12 and E)            |  |      | (3,987  | ) |      |   | 4,640   |      |  |   | 496     |  
|Change in deferred gain on investments available for sale, net of income taxes of $12, $0 and $0 for 2009, 2008 and 2007,
respectively(Note B)               |  |      | 24      |   |      |   |        |      |  |   |        |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  
|Comprehensive (Loss)/Earnings                                                                                                                                |  | $    | (27,651 | ) |      | $ | 13,557  |      |  | $ | 43,970  |  
|                                                                                                                                                             |  |      |         |   |      |   |         |      |  |   |         |  



The accompanying notes are an integral part
of these statements.



43



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##### Table of Contents

KSWISS INC.



CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY



Three years ended December 31, 2009



(Dollar amounts in thousands)



|                                                                                                                      |  |              |  |         |                           |        |                |         |        |                  |    |   |                                       |   |        |       |           |  |   |         |   |  |   |         |   |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ------- | ------------------------- | ------ | -------------- | ------- | ------ | ---------------- | -- | - | ------------------------------------- | - | ------ | ----- | --------- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                                                      |  | Common Stock |  |         | Addi-tionalpaid-incapital |        | Treasury Stock |         |        | Retainedearnings |    |   | Accumulatedothercomprehensiveearnings |   |        | Total |          
|                                                                                                                      |  | Class A      |  | Class B |                           |        |                | Class A |        |                  |    |  
|                                                                                                                      |  | Shares       |  | Amount  |                           | Shares |                |         | Amount |                  |    |   | Shares                                |   | Amount |       |           |  |  
|BALANCE AT JANUARY 1, 2007                                                                                            |  | 28,764,194   |  | $       | 288                       |        | 8,100,128      |         |        | $                | 81 |   |                                       | $ | 51,370 |       | 2,257,161 |  | $ | (55,661 | ) |  | $ | 342,575 |   |  | $ | 7,250   |   |  | $ | 345,903 |  
|Cumulative effect of adjustments resulting from the adoption of Uncertain Tax Positions, ASC No. 740 (Notes A9 and
I) |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   | (2,575  | ) |  |   |        |   |  |   | (2,575  | )
|                                                                                                                      |  |              |  |         |                           |        |                |         |       
|Conversion of shares (Note L)                                                                                         |  | 40,604       |  |         |                          |        | (40,604        | )       |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   |        |  
|Exercise of options (Note L)                                                                                          |  | 165,935      |  |         | 2                         |        |               |         |        |                  |   |   |                                       |   | 1,198  |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 1,200   |  
|Excess income tax benefit of options exercised (Note L)                                                               |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   | 1,063  |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 1,063   |  
|Stock-based compensation (Notes A18 and L)                                                                            |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   | 2,026  |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 2,026   |  
|Purchase of treasury stock                                                                                            |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       | 15,000    |  |   | (409    | ) |  |   |        |   |  |   |        |   |  |   | (409    | )
|Dividends paid                                                                                                        |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   | (6,945  | ) |  |   |        |   |  |   | (6,945  | )
|Net earnings for the year                                                                                             |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   | 39,073  |   |  |   |        |   |  |   | 39,073  |  
|Foreign currency translation (Note A10)                                                                               |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   | 4,401   |   |  |   | 4,401   |  
|Net gain on hedge derivatives (Notes A12 and E)                                                                       |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   | 496     |   |  |   | 496     |  
|                                                                                                                      |  |              |  |         |                           |        |                |         |        |                  |    |   |                                       |   |        |       |           |  |   |         |   |  |   |         |   |  |   |         |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2007                                                                                          |  | 28,970,733   |  |         | 290                       |        | 8,059,524      |         |        |                  | 81 |   |                                       |   | 55,657 |       | 2,272,161 |  |   | (56,070 | ) |  |   | 372,128 |   |  |   | 12,147  |   |  |   | 384,233 |  
|Exercise of options (Note L)                                                                                          |  | 247,659      |  |         | 2                         |        |               |         |        |                  |   |   |                                       |   | 1,619  |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 1,621   |  
|Excess income tax benefit of options exercised (Note L)                                                               |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   | 823    |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 823     |  
|Stock-based compensation (Notes A18 and L)                                                                            |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   | 3,313  |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 3,313   |  
|Purchase of treasury stock                                                                                            |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       | 149,456   |  |   | (2,120  | ) |  |   |        |   |  |   |        |   |  |   | (2,120  | )
|Dividends paid (Note L)                                                                                               |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   | (76,665 | ) |  |   |        |   |  |   | (76,665 | )
|Net earnings for the year                                                                                             |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   | 20,885  |   |  |   |        |   |  |   | 20,885  |  
|Foreign currency translation (Note A10)                                                                               |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   | (11,968 | ) |  |   | (11,968 | )
|Net gain on hedge derivatives (Notes A12 and E)                                                                       |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   | 4,640   |   |  |   | 4,640   |  
|                                                                                                                      |  |              |  |         |                           |        |                |         |        |                  |    |   |                                       |   |        |       |           |  |   |         |   |  |   |         |   |  |   |         |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2008                                                                                          |  | 29,218,392   |  |         | 292                       |        | 8,059,524      |         |        |                  | 81 |   |                                       |   | 61,412 |       | 2,421,617 |  |   | (58,190 | ) |  |   | 316,348 |   |  |   | 4,819   |   |  |   | 324,762 |  
|Conversion of shares (Note L)                                                                                         |  | 20,000       |  |         | 1                         |        | (20,000        | )       |        |                  | (1 | ) |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   |        |  
|Exercise of options (Note L)                                                                                          |  | 281,365      |  |         | 2                         |        |               |         |        |                  |   |   |                                       |   | 929    |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 931     |  
|Excess income tax benefit of options exercised (Note L)                                                               |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   | 550    |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 550     |  
|Stock-based compensation (Notes A18 and L)                                                                            |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   | 3,191  |       |          |  |   |        |   |  |   |        |   |  |   |        |   |  |   | 3,191   |  
|Net loss for the year                                                                                                 |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   | (27,962 | ) |  |   |        |   |  |   | (27,962 | )
|Foreign currency translation (Note A10)                                                                               |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   | 4,274   |   |  |   | 4,274   |  
|Net loss on hedge derivatives (Notes A12 and E)                                                                       |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   | (3,987  | ) |  |   | (3,987  | )
|Net gain on investments available for sale (Note B)                                                                   |  |             |  |         |                          |        |               |         |        |                  |   |   |                                       |   |       |       |          |  |   |        |   |  |   |        |   |  |   | 24      |   |  |   | 24      |  
|                                                                                                                      |  |              |  |         |                           |        |                |         |        |                  |    |   |                                       |   |        |       |           |  |   |         |   |  |   |         |   |  |   |         |   |  |   |         |  
|BALANCE AT DECEMBER 31, 2009                                                                                          |  | 29,519,757   |  | $       | 295                       |        | 8,039,524      |         |        | $                | 80 |   |                                       | $ | 66,082 |       | 2,421,617 |  | $ | (58,190 | ) |  | $ | 288,386 |   |  | $ | 5,130   |   |  | $ | 301,783 |  
|                                                                                                                      |  |              |  |         |                           |        |                |         |        |                  |    |   |                                       |   |        |       |           |  |   |         |   |  |   |         |   |  |   |         |   |  |   |         |  



The accompanying notes are an integral part
of this statement.



44



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##### Table of Contents

KSWISS INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS



Year ended December 31,



(Dollar amounts in thousands)



|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                                                                                                 |  | 2009 |         |   | 2008 |   |         | 2007 | 
|Cash flows from operating activities:                                                                                                                                            |  |      |         |   |      |   |         |      |  |   |         |  
|Net (loss)/earnings from continuing operations                                                                                                                                   |  | $    | (27,498 | ) |      | $ | 24,455  |      |  | $ | 41,895  |  
|Adjustments to reconcile net (loss)/earnings from continuing operations to net cash (used in)/provided by operating
activities:                                                  |  |      |         |   |      |   |         |      |  |   |         |  
|Depreciation and amortization (Note N)                                                                                                                                           |  |      | 4,159   |   |      |   | 3,534   |      |  |   | 2,246   |  
|Impairment on intangibles and goodwill (Note D)                                                                                                                                  |  |      | 4,830   |   |      |   |        |      |  |   |        |  
|Change in mandatorily redeemable minority interest (Note O)                                                                                                                      |  |      | (3,759  | ) |      |   | (490    | )    |  |   |        |  
|Net loss on disposal of property, plant and equipment                                                                                                                            |  |      | 789     |   |      |   | 74      |      |  |   | 29      |  
|Deferred income taxes                                                                                                                                                            |  |      | (212    | ) |      |   | (1,823  | )    |  |   | (559    | )
|Stock-based compensation                                                                                                                                                         |  |      | 3,191   |   |      |   | 3,313   |      |  |   | 2,026   |  
|Excess income tax benefit of stock-based compensation                                                                                                                            |  |      | (550    | ) |      |   | (823    | )    |  |   | (1,063  | )
|Decrease/(increase) in accounts receivable                                                                                                                                       |  |      | 6,523   |   |      |   | (4,409  | )    |  |   | 6,931   |  
|Decrease/(increase) in inventories                                                                                                                                               |  |      | 21,579  |   |      |   | (5,560  | )    |  |   | (2,604  | )
|Increase in income taxes receivable                                                                                                                                              |  |      | (13,821 | ) |      |   |        |      |  |   |        |  
|Decrease/(increase) in prepaid expenses and other assets                                                                                                                         |  |      | 3,255   |   |      |   | 3,031   |      |  |   | (2,492  | )
|(Decrease)/increase in accounts payable and accrued liabilities                                                                                                                  |  |      | (20,962 | ) |      |   | (3,792  | )    |  |   | 634     |  
|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash (used in)/provided by operating activities from continuing operations                                                                                                   |  |      | (22,476 | ) |      |   | 17,510  |      |  |   | 47,043  |  
|Net cash provided by/(used in) discontinued operations                                                                                                                           |  |      | 4,945   |   |      |   | (1,222  | )    |  |   | (4,528  | )
|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash (used in)/provided by operating activities                                                                                                                              |  |      | (17,531 | ) |      |   | 16,288  |      |  |   | 42,515  |  
|Cash flows from investing activities:                                                                                                                                            |  |      |         |   |      |   |         |      |  |   |         |  
|Change in restricted cash and cash equivalents                                                                                                                                   |  |      | (22,270 | ) |      |   |        |      |  |   |        |  
|Purchase of investments available for sale                                                                                                                                       |  |      | (31,115 | ) |      |   |        |      |  |   |        |  
|Purchase of Palladium (Note O)                                                                                                                                                   |  |      |        |   |      |   | (2,684  | )    |  |   |        |  
|Purchase of intangible assets                                                                                                                                                    |  |      |        |   |      |   | (6,015  | )    |  |   |        |  
|Purchase of property, plant and equipment                                                                                                                                        |  |      | (1,444  | ) |      |   | (5,050  | )    |  |   | (10,489 | )
|Proceeds from disposal of property, plant and equipment                                                                                                                          |  |      |        |   |      |   |        |      |  |   | 4       |  
|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash used in investing activities                                                                                                                                            |  |      | (54,829 | ) |      |   | (13,749 | )    |  |   | (10,485 | )
|Cash flows from financing activities:                                                                                                                                            |  |      |         |   |      |   |         |      |  |   |         |  
|Borrowings under bank lines of credit                                                                                                                                            |  |      | 49,674  |   |      |   | 27,287  |      |  |   |        |  
|Repayments on bank lines of credit and term debt                                                                                                                                 |  |      | (50,948 | ) |      |   | (27,245 | )    |  |   |        |  
|Repurchase of stock                                                                                                                                                              |  |      |        |   |      |   | (2,120  | )    |  |   | (409    | )
|Payment of dividends                                                                                                                                                             |  |      |        |   |      |   | (76,665 | )    |  |   | (6,945  | )
|Excess income tax benefit of stock-based compensation                                                                                                                            |  |      | 550     |   |      |   | 823     |      |  |   | 1,063   |  
|Proceeds from stock options exercised                                                                                                                                            |  |      | 931     |   |      |   | 1,621   |      |  |   | 1,200   |  
|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net cash provided by/(used in) financing activities                                                                                                                              |  |      | 207     |   |      |   | (76,299 | )    |  |   | (5,091  | )
|Effect of exchange rate changes on cash                                                                                                                                          |  |      | 4,393   |   |      |   | (10,052 | )    |  |   | 4,067   |  
|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Net (decrease)/increase in cash and cash equivalents                                                                                                                             |  |      | (67,760 | ) |      |   | (83,812 | )    |  |   | 31,006  |  
|Cash and cash equivalents at beginning of year                                                                                                                                   |  |      | 207,423 |   |      |   | 291,235 |      |  |   | 260,229 |  
|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of year                                                                                                                                         |  | $    | 139,663 |   |      | $ | 207,423 |      |  | $ | 291,235 |  
|                                                                                                                                                                                 |  |      |         |   |      |   |         |      |  |   |         |  
|Supplemental disclosure of cash flow information:                                                                                                                                |  |      |         |   |      |   |         |      |  |   |         |  
|Non-cash investing activities:                                                                                                                                                   |  |      |         |   |      |   |         |      |  |   |         |  
|On July 1, 2008, the Company purchased the capital stock of Palladium. In connection with the acquisition, the assets acquired and
liabilities assumed were as follows (Note O): |  |      |         |   |      |   |         |      |  |   |         |  
|Fair value of assets acquired                                                                                                                                                    |  |      |         |   |      | $ | 10,775  |      |  |   |         |  
|Fair value of liabilities assumed                                                                                                                                                |  |      |         |   |      | $ | (17,815 | )    |  |   |         |  
|Mandatorily redeemable minority interest                                                                                                                                         |  |      |         |   |      | $ | (4,249  | )    |  |   |         |  
|Excess fair value over purchase price                                                                                                                                            |  |      |         |   |      | $ | 13,973  |      |  |   |         |  
|Cash paid during the year for:                                                                                                                                                   |  |      |         |   |      |   |         |      |  |   |         |  
|Interest                                                                                                                                                                         |  | $    | 261     |   |      | $ | 265     |      |  | $ | 57      |  
|Income taxes                                                                                                                                                                     |  | $    | 710     |   |      | $ | 2,128   |      |  | $ | 7,332   |  



The accompanying notes are an integral part of these statements.



45



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



|1. |  | Nature of Operations
|-- |  | --------------------



KSwiss Inc. (the Company) designs, develops and markets footwear for high performance use, fitness and casual activities. The Company
operates in an industry dominated by a small number of very large competitors. The size of these competitors enables them to lead the product direction of the industry, and therefore, potentially diminish the value of the Companys products. In
addition to generally greater resources, these competitors spend substantially more money on advertising and promotion than the Company and therefore dominate market share. The Companys market share is estimated at above one percent. Lastly,
the retail environment forecasted for the near term is challenging, given the general deterioration in the overall economy and financial markets in the past several years, which could negatively impact the Companys operations.



The Company purchases significantly all of its products from a small
number of contract manufacturers in China. This concentration of suppliers in this location subjects the Company to the risk of interruptions of product flow for various reasons which could lead to possible loss of sales, which would adversely
affect operating results. In addition, there are other risks associated with doing business in China, including the protection of intellectual property rights within China.



In November 2001, the Company acquired the worldwide rights and business of Royal Elastics, an Australian-based designer
and manufacturer of elasticated footwear. On April 30, 2009, the Company sold certain Royal Elastics assets, consisting of its inventory located in Taiwan and its intangible trademarks to Royal Elastics Holdings Ltd. (REH), a third
party, in an arms length transaction. Operations of the Royal Elastics brand have been accounted for and presented as a discontinued operation in the accompanying financial information. See further discussion in Note P.



In July 2008, the Company purchased a 57% equity interest in Palladium SAS
(Palladium) for a total purchase price of 5.3 million, or approximately $8.5 million (including a loan of 3.65 million, or approximately $5.8 million). On June 2, 2009, the Company purchased the remaining 43% equity interest in Palladium
for 5.0 million plus a variable future price. The future purchase price is equal to an amount calculated in accordance with a
formula driven by Palladiums EBITDA for the twelve months ended December 31, 2012 less 3.3 million, but not to exceed
6.7 million. The fair value of this new liability (the Contingent Purchase Price or CPP) will be determined each
quarter based on the current quarters projection of Palladiums EBITDA for the twelve months ended December 31 of the current year, less 3.3 million, but not less than zero. The change in CPP is based on the current quarters EBITDA projection and will be recognized as interest income or interest expense during the current quarter. The fair value of the CPP
at December 31, 2009 was zero. Under the Palladium brand, the Company designs, develops and markets footwear for adventurers for all terrains. See further discussion in Note O.



The Company evaluated subsequent events through February 18, 2010.



|2. |  | Estimates in Financial Statements
|-- |  | ---------------------------------



In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those
estimates.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|3. |  | Basis of Consolidation
|-- |  | ----------------------



The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances
have been eliminated. Certain reclassifications have been made in the 2008 and 2007 presentation to conform to the 2009 presentation. These reclassifications had no impact on previously reported results of operations or stockholders equity and
do not affect previously reported cash flows from operations, investing and financing activities or net change in cash and cash equivalents.



|4. |  | Cash Equivalents
|-- |  | ----------------



For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. Included in cash and cash equivalents as of December 31, 2009 and 2008 is $36,369,000 and $33,082,000, respectively, of balances maintained in foreign bank accounts.



|5. |  | Inventories
|-- |  | -----------



Inventories, consisting of merchandise held for resale as finished goods, are stated at the lower of cost or market. Cost is determined using a moving
average cost method. Management continually evaluates its inventory position and implements promotional or other plans to reduce inventories to appropriate levels relative to its sales estimates for particular product styles or lines. Estimated
losses are recorded when such plans are implemented. It is at least reasonably possible that managements plans to reduce inventory levels will be less than fully successful, and that such an outcome would result in a change in the inventory
reserve in the near-term.



|6. |  | Property, Plant and Equipment
|-- |  | -----------------------------



Property, plant and equipment are carried at cost. Development costs related to the implementation of SAP information management software have been
capitalized in accordance with Accounting Standards Codification (ASC) No. 350, Intangibles  Goodwill and Others. For financial reporting and tax purposes, depreciation and amortization are calculated using
straight-line and accelerated methods, respectively, over the estimated service lives of the depreciable assets. The service lives of the Companys building and related improvements are 30 and 5 years, respectively. Information systems and
equipment is depreciated from 3 to 10 years and leasehold improvements are amortized over the lives of the respective leases.



|7. |  | Impairment of Long-Lived Assets
|-- |  | -------------------------------



When events or circumstances indicate the carrying value of a long-lived asset may be impaired, the Company estimates the future undiscounted cash
flows to be derived from the asset to assess whether or not a potential impairment exists. If the carrying value exceeds the Companys estimate of future undiscounted cash flows, the Company then calculates the impairment as the excess of the
carrying value of the asset over the Companys estimate of its fair market value.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|8. |  | Goodwill and Intangible Assets
|-- |  | ------------------------------



Indefinite-lived intangible assets are evaluated for impairment at least annually, and more often when events indicate that an impairment exists.
Intangible assets with finite lives are amortized over their useful lives.



The Company reviews goodwill for impairment in a two step process. The first step is to determine whether there is potential impairment by comparing the estimated fair value of a reporting unit to its carrying
value (which includes goodwill). If the fair value exceeds the carrying value, then goodwill is not considered impaired, however, if the carrying amount exceeds the fair value, then step two is performed to measure the amount of impairment loss, if
any. The second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by allocating fair value to all assets and liabilities. The excess, if
any, is the implied fair value of goodwill. If the implied fair value of goodwill is less than the carrying amount of goodwill, then impairment is recognized.



The Company reviews intangible assets related to trademarks for impairment, by determining fair value using a relief from royalty
payments methodology. This approach involves two steps: (i) estimating reasonable royalty rates for each trademark and (ii) applying these royalty rates to a net sales stream and discounting the resulting cash flows to determine fair
value. If the fair value is less than the carrying value then impairment is recognized.



|9. |  | Income Taxes
|-- |  | ------------



The Company accounts for income taxes under ASC No. 740, Income Taxes. ASC No. 740 is an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Companys financial statements or tax returns.



The Company has not recorded United States income tax expense on earnings
of selected foreign subsidiary companies as these are intended to be permanently invested, thus reducing the Companys overall income tax expense. The amount of earnings designated as permanently invested is based upon the Companys
expectations of the future cash needs of its subsidiaries. Income tax considerations are also a factor in determining the amount of earnings to be permanently invested. Because the declaration involves the Companys future plans and
expectations of future events, the possibility exists that amounts declared as permanently invested may ultimately be repatriated. This would result in additional income tax expense in the year the Company determines that amounts were no longer
permanently invested.



On a quarterly basis, the Company
estimates what its effective tax rate will be for the full calendar year by estimating pre-tax income, excluding significant or infrequently occurring items, and tax expense for the remaining quarterly periods of the year. The estimated annual
effective tax rate is then applied to year-to-date pre-tax income to determine the estimated year-to-date and quarterly tax expense. The income tax effects of infrequent or unusual items are recognized in the quarterly period in which they occur. As
the year progresses, the Company continually refines its estimate based upon actual events and earnings. This continual estimation process periodically results in a change to the



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|9. |  | Income Taxes(Continued)
|-- |  | ------------------------



Companys expected annual effective tax rate. When this occurs, the Company adjusts the income tax provision during the quarter in which the change in estimate occurs so that the
year-to-date income tax provision equals the estimated annual rate.



The Company evaluates the future realization of its deferred tax assets quarterly. The Company reviews each material tax jurisdiction for which a deferred tax asset has been recorded. The Companys analysis includes a review of past
results, future income and the tax life of net operating loss carryforwards. All evidence is evaluated in forming a conclusion whether a valuation allowance, if any, needs to be recorded.



ASC No. 740 creates a single model to address the accounting for the uncertainty in income tax positions and
prescribes a minimum recognition threshold a tax position must meet before recognition in the financial statements. The evaluation of a tax position is a two-step process. The first step is a recognition process to determine whether it is
more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the
more-likely-than-not recognition threshold, it is presumed that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. The second step is a measurement process whereby a tax position
that meets the more-likely-than-not recognition threshold is calculated to determine the amount of benefit/expense to recognize in the financial statements. The tax position is measured at the largest amount of benefit/expense that is greater than
50% likely of being realized upon ultimate settlement. On January 1, 2007, upon the adoption of the accounting for uncertain tax positions, the Company recognized a cumulative effect to beginning retained earnings of $2,575,000.



Any tax position recognized would be an adjustment to the effective tax
rate. The Company recognizes interest expense and penalties on income tax liabilities in income tax expense on its Consolidated Statement of Earnings/Loss. The Company recognizes its uncertain tax positions in either accrued income taxes, if
determined to be short-term, or other liabilities if determined to be long-term, on its Consolidated Balance Sheet. For federal tax purposes, the Companys 2006 through 2008 tax years remain open for examination by the tax authorities under the
normal three year statute of limitations. Generally, for state tax purposes, the Companys 2005 through 2008 tax years remain open for examination by the tax authorities under a four year statute of limitations, however, certain states may keep
their statute open for six to ten years.



|10. |  | Foreign Currency Translation
|--- |  | ----------------------------



Assets and liabilities of certain foreign operations are translated into U.S. dollars at current exchange rates. Income and expenses are translated
into U.S. dollars at average rates of exchange prevailing during the period. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are taken directly to a separate component of stockholders
equity. Foreign currency transaction gains and losses are generated by the effect of foreign exchange on recorded assets and liabilities denominated in a currency different from the functional currency of the applicable foreign operations and are
included in selling, general and administrative expenses.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|11. |  | Fair Value of Financial Instruments
|--- |  | -----------------------------------



For certain of the Companys financial instruments, including cash and cash equivalents, accounts receivable, outstanding borrowings under the
lines of credit and short-term debt, accounts payable and other accrued liabilities, the carrying amounts approximate fair value due to their short maturities. In addition, the Company has long-term debt with financial institutions. The fair value
of long-term debt is measured by obtaining the current interest rate from the financial institutions and then comparing that to the actual interest rate owed on the debt. At December 31, 2009, the fair value of the long-term debt is estimated
at $726,000.



ASC No. 820, Fair Value
Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements which increase the consistency and the comparability of fair value measurements in
financial statement disclosures. ASC No. 820 applies in situations where other accounting pronouncements require or permit fair value measurements.



ASC No. 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the
inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable
for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Companys own assumptions used to measure
assets and liabilities at fair value. A financial asset or liabilitys classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.



The following table provides the assets and liabilities carried at fair
value measured on a recurring basis at December 31, 2009 (in thousands):



|                                       |  |                    |        |                                       |   |                                           |  |                                        |        |  |   |  
|-------------------------------------- |  | ------------------ | ------ | ------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | ------ |  | - | -
|                                       |  |                    |        | Fair Value Measurements Using        
|                                       |  | TotalCarryingValue |        | QuotedPrices inActiveMarkets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level
3)
|Investments Available for Sale         |  | $                  | 31,209 |                                       | $ | 15,069                                    |  | $                                      | 16,140 |  | $ | 
|Forward Exchange ContractsAssets      |  |                    | 184    |                                       |   |                                          |  |                                        | 184    |  |   | 
|Forward Exchange ContractsLiabilities |  |                    | 351    |                                       |   |                                          |  |                                        | 351    |  |   | 



The Company purchases its investments available for sale through several major financial institutions. These financial institutions have hired a third
party to measure fair value of these investments.



U.S.
Treasury securities are measured at fair value by obtaining information from a number of live data sources including active market makers and inter-dealer brokers. These data sources are reviewed based on their historical accuracy for individual
issues and maturity ranges.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|11. |  | Fair Value of Financial Instruments(Continued)
|--- |  | -----------------------------------------------



U.S. Government Corporate and Agency securities are measured at fair value by obtaining (a) a
bullet (non-call) spread scale that is created for each issuer going out to forty years (these spreads represent credit risk and are obtained from the new issue market, secondary trading and dealer quotes), (b) an option adjusted spread model
which is incorporated to adjust spreads of issues that have early redemption features and (c) final spreads are added to the U.S. Treasury curve and a special cash discounting yield/price routine calculates prices from final yields to
accommodate odd coupon payment dates. Evaluators maintain quality by surveying the dealer community, obtaining benchmark quotes, incorporating relevant trade data and updating spreads daily.



The Companys counterparty (Counterparty) to a majority
of its forward exchange contracts is a major financial institution. These forward exchange contracts are measured at fair value using a mid-market valuation which represents either (1) the Counterpartys good faith estimate of
the mid-market value of the position, based on estimated or actual bids and offers for the positions, or (2) a mid-market price generated by the Counterpartys proprietary valuation models utilized by the Counterparty.



The following table provides Palladiums goodwill and
intangible assets carried at fair value measured on a non-recurring basis at December 31, 2009 (in thousands):



|                                |  |                    |        |                                       |   |                                           |  |                                        |   |             |   |        |  |   |        |  
|------------------------------- |  | ------------------ | ------ | ------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | - | ----------- | - | ------ |  | - | ------ | -
|                                |  |                    |        | Fair Value Measurements Using         |   |                                           | 
|                                |  | TotalCarryingValue |        | QuotedPrices inActiveMarkets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3) |   | TotalLosses |  
|Palladium Goodwill (1)          |  | $                  |       |                                       | $ |                                          |  | $                                      |  |             | $ |       |  | $ | (2,177 | )
|Palladium Intangible Assets (1) |  |                    | 11,235 |                                       |   |                                          |  |                                        |  |             |   | 11,235 |  |   | (2,653 | )



|(1) |  | See Note D for further discussion of valuation.
|--- |  | -----------------------------------------------



|12. |  | Financial Risk Management and Derivatives
|--- |  | -----------------------------------------



Sales denominated in currencies other than the U.S. dollar, which are primarily sales to customers in Europe, expose the Company to market risk from
material movements in foreign exchange rates between the U.S. dollar and the foreign currency. The Companys primary risk exposures are from changes in the rates between the U.S. dollar and the Euro, U.S. dollar and the Pound Sterling and
between the Euro and the Pound Sterling. In 2009 and 2008, the Company entered into forward foreign exchange contracts to exchange Euros for U.S. dollars, Pound Sterling for U.S. dollars and Pound Sterling for Euros. The extent to which
forward foreign exchange contracts are used is modified periodically in response to managements estimate of market conditions and the terms and length of specific sales contracts.



The Company enters into forward foreign exchange contracts in order to reduce the impact of foreign currency fluctuations
and not to engage in currency speculation. The use of derivative financial instruments allows the Company to reduce its exposure to the risk that the eventual net cash inflow



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|12. |  | Financial Risk Management and Derivatives(Continued)
|--- |  | -----------------------------------------------------



resulting from the sale of products to foreign customers will be materially affected by changes in exchange rates. The Company does not hold or issue financial instruments for trading purposes.
The forward foreign exchange contracts are designated for firmly committed or forecasted sales. These contracts are generally expected to settle in less than one year.



The forward foreign exchange contracts generally require the Company to exchange Euros for U.S. dollars, Pound Sterling for U.S.
dollars or Pound Sterling for Euros at maturity, at rates agreed upon at the inception of the contracts. The Companys counterparties to derivative transactions are major financial institutions with an investment grade or better credit
rating; however, the Company is exposed to credit risk with these institutions. The credit risk is limited to the unrealized gains in such contracts should these counterparties fail to perform as contracted.



Cash flows from these forward foreign exchange contracts are classified in
the same category as the cash flows from the items being hedged on the Consolidated Statements of Cash Flows.



|13. |  | Recognition of Revenues and Accounts Receivable
|--- |  | -----------------------------------------------



Sales are recognized when title passes and the risks and rewards of ownership have passed to the customer, based on the terms of sale. Title passes
generally upon shipment. In some instances, product is shipped directly from the Companys supplier to the customer. In these cases, the Company recognizes revenue when the product is delivered to the customer according to the terms of the
order. Revenues may fluctuate in cases when customers delay accepting shipment of product for periods up to several weeks. Provisions for estimated sales returns and allowances are made at the time of sale based on historical rates of returns and
allowances and specific identification of outstanding returns not yet received from customers. However, actual returns and allowances in any future period are inherently uncertain and thus may differ from these estimates. If actual or expected
future returns and allowances were significantly greater or lower than established reserves, a reduction or increase to net revenues would be recorded in the period this determination was made. The Company does not offer any product warranties.



The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its customers to make required payments. The Company estimates potential losses based on its knowledge of the financial condition of certain customers and historical level of credit losses, as well as
an assessment of the overall retail conditions. Historically, losses have been within the Companys expectations. If the financial condition of the Companys customers were to change, adjustments may be required to these estimates.
Furthermore, estimated losses are provided resulting from differences that arise from the gross carrying value of the Companys receivables and the amounts which customers estimate are owed to the Company. The settlement or resolution of these
differences could result in future changes to these estimates.



Fees earned on sales by licensees are included in revenues and recognized under the accrual basis of accounting. Licensing fees totaling $6,118,000, $7,078,000 and $5,304,000 were earned during the years ended December 31, 2009, 2008
and 2007, respectively.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|13. |  | Recognition of Revenues and Accounts Receivable(Continued)
|--- |  | -----------------------------------------------------------



In accordance with ASC No. 605, Revenue Recognition, shipping and handling costs
billed to customers are included in sales and the related costs are included in selling, general and administrative expenses in the Consolidated Statements of Earnings/Loss. Shipping and handling costs included in selling, general and administrative
expenses totaled $3,093,000, $3,460,000 and $3,637,000 for the years ended December 31, 2009, 2008 and 2007, respectively.



|14. |  | Cost of Goods Sold
|--- |  | ------------------



Cost of goods sold includes the landed cost of inventory (which includes procurement costs of the Companys Asian purchasing office and factory
inspections, inbound freight charges, broker and consolidation charges and duties), production mold expenses and inventory and royalty reserves. Cost of goods sold may not be comparable to those of other entities as a result of recognizing
warehousing costs within selling, general and administrative expenses.



Included in cost of goods sold for the year ended December 31, 2008 is an additional accrual for an underpayment of certain business taxes in a foreign jurisdiction. Prior to the third quarter of 2008, the
Company had accrued approximately $638,000 related to this issue. A detailed analysis performed by the Companys tax advisors and accountants during the third quarter of 2008 determined that the total amount of business taxes underpaid and
related interest was approximately $2,447,000. Penalties were discretionary, ranging from zero to 300% of taxes owed and at that time, penalties were not accrued as the Company could not determine the likelihood of such assessment. On August 5,
2009, the Company settled the underpayment of such business taxes for approximately $1,529,000 plus interest of approximately $1,185,000, with no penalties assessed.



|15. |  | Selling, General and Administrative Expenses
|--- |  | --------------------------------------------



Selling, general and administrative expenses include salaries and benefits, advertising, commissions, travel expenses, bad debt expense, shipping and
handling costs, data processing expenses, legal fees, professional fees, rent and other office expenses, product development activity expenses, depreciation and amortization, bank fees, utilities, repairs and maintenance expenses, gains/losses on
foreign currency transactions/revaluations, gains/losses on ineffective hedges and other warehousing costs.



|16. |  | Advertising Costs
|--- |  | -----------------



Advertising costs are generally expensed as incurred and are included in selling, general and administrative expenses. Advertising costs also include
athlete endorsement fees, which are amortized over the contractual terms of the agreements. Advertising expenses amounted to $19,254,000, $33,367,000 and $46,369,000 for the years ended December 31, 2009, 2008 and 2007, respectively. The
Company engages in cooperative advertising programs with its customers. The Company recognizes this expense, based on the expected usage of the programs, in advertising expense. The Company accounts for its cooperative advertising programs in
accordance with ASC No. 605, Revenue Recognition.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|17. |  | Loss/Earnings per Share
|--- |  | -----------------------



Basic earnings per share excludes dilution and is computed by dividing net earnings/loss available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if options to issue common stock were exercised.



The following is a reconciliation of the number of shares (denominator) used in the basic and diluted loss/earnings per
share (EPS) computations (shares in thousands):



|                                 |  |        |  |                 |       |   |        |        |                 |   |       |        |  |                 |  |   |       |  
|-------------------------------- |  | ------ |  | --------------- | ----- | - | ------ | ------ | --------------- | - | ----- | ------ |  | --------------- |  | - | ----- | -
|                                 |  | 2009   |  |                 | 2008  |   |        | 2007   |                
|                                 |  | Shares |  | Per ShareAmount |       |   | Shares |        | Per ShareAmount |   |       | Shares |  | Per ShareAmount | 
|Basic EPS                        |  | 34,962 |  | $               | (0.80 | ) |        | 34,785 |                 | $ | 0.60  |        |  | 34,705          |  | $ | 1.13  |  
|Effect of dilutive stock options |  |       |  |                 |      |   |        | 622    |                 |   | (0.01 | )      |  | 767             |  |   | (0.03 | )
|                                 |  |        |  |                 |       |   |        |        |                 |   |       |        |  |                 |  |   |       |  
|Diluted EPS                      |  | 34,962 |  | $               | (0.80 | ) |        | 35,407 |                 | $ | 0.59  |        |  | 35,472          |  | $ | 1.10  |  
|                                 |  |        |  |                 |       |   |        |        |                 |   |       |        |  |                 |  |   |       |  



Because the Company had a net loss for the
year ended December 31, 2009, the number of diluted shares is equal to the number of basic shares at December 31, 2009. Outstanding stock options would have had an anti-dilutive effect on diluted EPS for the year ended December 31,
2009. Outstanding stock options with exercise prices greater than the average market price of a share of the Companys common stock also have an anti-dilutive effect on diluted EPS. The following options were not included in the computation of
diluted EPS because of their anti-dilutive effect:



|                                                          |  |              |  |                |  |               
|--------------------------------------------------------- |  | ------------ |  | -------------- |  | --------------
|                                                          |  | 2009         |  | 2008           |  | 2007          
|Options to purchase shares of common stock (in thousands) |  | 1,127        |  | 222            |  | 181           
|Exercise prices                                           |  | $9.52$34.75 |  | $15.62$34.75  |  | $27.55$35.89 
|                                                          |  | May 2012    |  | November 2014 |  | February 2015
|Expiration dates                                          |  | August 2019  |  | December 2018  |  | May 2017      



|18. |  | Stock-Based Compensation
|--- |  | ------------------------



The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the
award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award  the requisite service period. No compensation cost is recognized for equity instruments for which employees do
not render the requisite service. The Company determines the grant-date fair value of employee stock options using the Black-Scholes option-pricing model adjusted for the unique characteristics of these options.



|19. |  | Other Expense/Income
|--- |  | --------------------



Other expense for the year ended December 31, 2009 includes a loss upon purchase of the remaining 43% of Palladium of $2,616,000, see Note O for
further discussion, offset by a gain on sale of certain assets of the Royal Elastics brand of $1,367,000, see Note P for further discussion.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE ASUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)



|19. |  | Other Expense/Income(Continued)
|--- |  | --------------------------------



On June 24, 2008, the Company entered into a settlement agreement with Payless ShoeSource,
Inc., a Missouri corporation and Payless ShoeSource Inc., a Delaware corporation (collectively, Payless) in connection with the Companys 2004 action filed against Payless in the United States District Court for the Central District
of California (Western District), in which the Company alleged trademark and trade dress infringement, trademark dilution, unfair competition and breach of contract. The settlement agreement provided, among other things, that Payless would pay the
Company $30 million in cash on or before July 1, 2008 in payment of compensatory damages claimed by the Company from Payless advertising, promotion and sale of certain footwear. The Company received this payment on June 30, 2008.



Other income for the year ended December 31, 2007,
includes a reversal of an estimate for the Companys underpayment of payroll withholdings in a foreign jurisdiction from January 1, 1993 through December 31, 2005 of $5,232,000. The September 2007 settlement reached with this foreign
jurisdiction resulted in the Company paying 100% of the payroll withholding liability plus a 50% penalty for periods starting from May 2001 through August 2007, however, interest was not assessed. Thus, the amount settled was lower than amounts
previously estimated.



NOTE BINVESTMENTS AVAILABLE FOR SALE



The Companys investments are classified as available
for sale and are stated at fair value. The Companys investments at December 31 are as follows (in thousands):



|                                          |  |      |       
|----------------------------------------- |  | ---- | ------
|                                          |  | 2009
|U.S. Treasury                             |  | $    | 15,048
|U.S. Government Corporations and Agencies |  |      | 16,088
|Accrued interest income                   |  |      | 73    
|                                          |  |      |       
|                                          |  | $    | 31,209
|                                          |  |      |       



The Company did not have investments classified as available for sale at December 31, 2008. At December 31, 2009, gross unrealized holding gains were $48,000 and gross unrealized holding losses were
$12,000. The change in net unrealized holding gains that are included in comprehensive income is $24,000 for the year ended December 31, 2009. The Company immediately recognizes any premiums paid or discounts received on purchases of
investments available for sale in its Consolidated Statements of Earnings/Loss as amounts are not material.



Investments by contractual maturities as of December 31, 2009 are as follows (in thousands):



|                                   |  |   |       
|---------------------------------- |  | - | ------
|Within one year                    |  | $ |      
|After one year through five years  |  |   | 31,209
|After five years through ten years |  |   |      
|After ten years                    |  |   |      
|                                   |  |   |       
|                                   |  | $ | 31,209
|                                   |  |   |       



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE CPROPERTY, PLANT AND EQUIPMENT



Property, plant and equipment as of December 31 consist of the following (in thousands):



|                                               |  |      |         |   |      |   |         |  
|---------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                               |  | 2009 |         |   | 2008 |  
|Building and improvements                      |  | $    | 11,246  |   |      | $ | 12,242  |  
|Information systems                            |  |      | 22,257  |   |      |   | 23,567  |  
|Furniture, machinery and equipment             |  |      | 8,133   |   |      |   | 7,891   |  
|                                               |  |      |         |   |      |   |         |  
|                                               |  |      | 41,636  |   |      |   | 43,700  |  
|Less accumulated depreciation and amortization |  |      | (20,278 | ) |      |   | (18,709 | )
|                                               |  |      |         |   |      |   |         |  
|                                               |  |      | 21,358  |   |      |   | 24,991  |  
|Land                                           |  |      | 695     |   |      |   | 695     |  
|                                               |  |      |         |   |      |   |         |  
|                                               |  | $    | 22,053  |   |      | $ | 25,686  |  
|                                               |  |      |         |   |      |   |         |  



NOTE DINTANGIBLE ASSETS



Intangible assets as of December 31 consist of the following (in
thousands):



|                              |  |      |        |   |      |   |        |  
|----------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                              |  | 2009 |        |   | 2008 |  
|Goodwill                      |  | $    | 4,608  |   |      | $ | 9,673  |  
|Trademarks                    |  |      | 13,331 |   |      |   | 15,782 |  
|Other                         |  |      |       |   |      |   | 8      |  
|Less accumulated amortization |  |      | (2,680 | ) |      |   | (2,687 | )
|                              |  |      |        |   |      |   |        |  
|                              |  | $    | 15,259 |   |      | $ | 22,776 |  
|                              |  |      |        |   |      |   |        |  



The change in the carrying amount of
goodwill and intangible assets during year ended December 31, 2009 is as follows (in thousands):



|                                                     |  |      |        |   |      |   |        |  
|---------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                     |  | 2009 |        |   | 2008 |  
|Beginning Balance                                    |  | $    | 22,776 |   |      | $ | 4,700  |  
|Trademarks acquired (Note O)                         |  |      |       |   |      |   | 14,703 |  
|Goodwill acquired (Note O)                           |  |      |       |   |      |   | 5,285  |  
|Purchase accounting adjustments to goodwill (Note O) |  |      | (3,077 | ) |      |   |       |  
|Impairment lossesgoodwill                           |  |      | (2,177 | ) |      |   | (25    | )
|Impairment lossestrademarks                         |  |      | (2,653 | ) |      |   | (694   | )
|Foreign currency translation effects                 |  |      | 390    |   |      |   | (1,193 | )
|                                                     |  |      |        |   |      |   |        |  
|Ending Balance                                       |  | $    | 15,259 |   |      | $ | 22,776 |  
|                                                     |  |      |        |   |      |   |        |  



The Company has performed the annual
reassessment and impairment test as of October 1, 2009 of its Palladium goodwill and intangible assets related to trademarks.



As part of its assessment of goodwill, the Company determines the fair value of a reporting unit using both an income approach (i.e., discounted
cash flow methodology) and a market approach (i.e., guideline public company and guideline transactions methodologies). As a result of the assessment,



56



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE DINTANGIBLE ASSETS(Continued)



primarily based on deteriorating economic market conditions in 2009, it was determined that all the goodwill related to Palladium was impaired by $2,177,000 for 2009.



As a result of the Companys annual assessment, based on current
market discount rates and royalty rates, it was determined that Palladiums intangible assets related to trademarks were impaired by $2,653,000 for 2009.



Impairment losses are included in the Corporate Expenses category for segment reporting purposes. See further discussion in Note N.



During the year ended December 31, 2008, the Company acquired
trademarks of $14,703,000 and goodwill of $5,285,000 mainly as a result of the acquisition of a 57% equity interest in Palladium, see discussion in Note O.



The Company has performed the annual reassessment and impairment test required as of January 1, 2008 of its Royal Elastics goodwill and intangible
assets related to trademarks. During the fourth quarter of 2008, after a subsequent review of sales, backlog, cash flows and marketing strategy, the Company determined that its investment in the Royal Elastics goodwill and trademarks was impaired
and recognized an impairment loss of $719,000 which is included in discontinued operations in the Companys Consolidated Statements of Earnings/Loss.



Other than goodwill, the Companys other significant intangible assets are its trademarks. The Companys trademark registrations are
renewable every 10 years for minimal cost. The Company continually renews its trademark registrations and evidence supports it has the ability to continue to do so. The Company believes that its trademarks have an indefinite useful life because it
intends to renew its trademarks indefinitely.



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE EFINANCIAL RISK MANAGEMENT AND DERIVATIVES



At December 31, 2009, forward foreign exchange contracts with a
notional value of $17,100,000 were outstanding to exchange various currencies with maturities ranging from January 2010 to September 2010, to sell the equivalent of approximately $4,050,000 in foreign currencies at contracted rates and to buy
approximately $13,050,000 in foreign currencies at contracted rates. These contracts have been designated as cash flow hedges. At December 31, 2009, the Company did not have any forward foreign exchange contracts that do not qualify as hedges.



The fair value of the Companys derivatives as of
December 31 is as follows (in thousands):



|                                                  |                       |                                           |      |                       |      |  |                       |       |            |                     |      |   |     |  |   |    
|------------------------------------------------- | --------------------- | ----------------------------------------- | ---- | --------------------- | ---- |  | --------------------- | ----- | ---------- | ------------------- | ---- | - | --- |  | - | ---
|                                                  |                       | Asset Derivatives                         |      | Liability Derivatives
|                                                  | Balance SheetLocation |                                           | 2009 |                       | 2008 |  | Balance SheetLocation |       | 2009       |                     | 2008
|                                                  |                       | Fair Value                                |      | Fair Value            |      |  | Fair Value            |       | Fair Value
|Derivatives designated as hedging instruments     |                       |                                           |      |                       |      |  |                       |       |            |                     |      |   |     |  |   |    
|Foreign exchange contracts                        |                       | Prepaid expenses and other current assets |      | $                     | 184  |  | $                     | 2,585 |            | Accrued liabilities |      | $ | 351 |  | $ | 333
|Derivatives not designated as hedging instruments |                       |                                           |      |                       |      |  |                       |       |            |                     |      |   |     |  |   |    
|Foreign exchange contracts                        |                       | Prepaid expenses and other current assets |      |                       |     |  |                       | 118   |            | Accrued liabilities |      |   |    |  |   | 105
|                                                  |                       |                                           |      |                       |      |  |                       |       |            |                     |      |   |     |  |   |    
|Total derivatives                                 |                       |                                           |      | $                     | 184  |  | $                     | 2,703 |            |                     |      | $ | 351 |  | $ | 438
|                                                  |                       |                                           |      |                       |      |  |                       |       |            |                     |      |   |     |  |   |    



The effect of the Companys derivatives on its Consolidated Statements of Earnings/Loss for years ended December 31, 2009, 2008 and 2007 are as follows (in thousands):



|                                             |      |                                                                                                       |        |                                                                         |  |                                                                           |       |  |                                                                                                             |     |                                                                                                             |             |  |      |       |  |   |        |   |      |   |        |   |  |                                   |  |   |     |  |   |       |  |   |     |  
|-------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------- | ------ | ----------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ----- |  | ----------------------------------------------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------------------------------------- | ----------- |  | ---- | ----- |  | - | ------ | - | ---- | - | ------ | - |  | --------------------------------- |  | - | --- |  | - | ----- |  | - | --- | -
|Derivatives in CashFlow HedgingRelationships |      | Amount of Gain/(Loss)Recognized in OtherComprehensiveEarnings (OCE) onDerivative
(EffectivePortion) |        | Location ofGain/(Loss)Reclassifiedfrom OCEinto Income(EffectivePortion) |  | Amount of Gain/(Loss)Reclassified from OCE intoIncome (Effective Portion) |       |  | Location ofGain/(Loss) inIncome onDerivative(IneffectivePortion andAmountExcluded
fromEffectivenessTesting) |     | Amount ofGain/(Loss) inIncome on Derivative(Ineffective Portionand AmountExcluded
fromEffectivenessTesting) |            
|                                             | 2009 |                                                                                                       |        | 2008                                                                    |  | 2007                                                                      |       |  | 2009                                                                                                        |     | 2008                                                                                                        |             |  | 2007 |       |  |   | 2009   |   | 2008 |   | 2007   |  
|Foreign exchange contracts                   |      | $                                                                                                     | (3,987 | )                                                                       |  | $                                                                         | 4,640 |  | $                                                                                                           | 496 |                                                                                                             | Costofgoods |  | $    | 1,810 |  | $ | (1,708 | ) |      | $ | (2,258 | ) |  | General andadministrativeexpenses |  | $ | 258 |  | $ | 1,036 |  | $ | (99 | )
|                                             |      |                                                                                                       |        |                                                                         |  |                                                                           |       |  |                                                                                                             |     |                                                                                                             |             |  |      |       |  |   |        |   |      |   |        |   |  |                                   |  |   |     |  |   |       |  |   |     |  



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE EFINANCIAL RISK MANAGEMENT AND DERIVATIVES(Continued)



|                                                  |  |                                                          |  |                                                         |      |   |      |   |     |  |   |  
|------------------------------------------------- |  | -------------------------------------------------------- |  | ------------------------------------------------------- | ---- | - | ---- | - | --- |  | - | -
|Derivatives Not Designated as Hedging Instruments |  | Location of Gain/(Loss)Recognized in Income onDerivative |  | Amount of Gain/(Loss) Recognizedin Income on Derivative
|                                                  |  | 2009                                                     |  |                                                         | 2008 |   | 2007
|Foreign exchange contracts                        |  | General and administrativeexpenses                       |  | $                                                       | (6   | ) |      | $ | 568 |  | $ | 
|                                                  |  |                                                          |  |                                                         |      |   |      |   |     |  |   |  



NOTE FBANK LINES OF CREDIT AND OTHER DEBT



At December 31, 2009 and 2008, the Company had debt outstanding of $4,207,000 and $5,376,000 (attributable to outstanding borrowings by Palladium under its lines of credit facilities and term loans), respectively, (excluding
outstanding letters of credit of $700,000 and $1,399,000 at December 31, 2009 and 2008, respectively).



Effective June 30, 2009, the Company amended certain of its bank agreements, reducing the amount it can borrow on its lines of credit facilities.
Pursuant to the amendment, certain covenants were eliminated and the Company agreed to collateralize its lines of credit with $22,270,000 of cash held at the bank, which is reflected as Restricted Cash and Cash Equivalents in the Companys
Consolidated Balance Sheet at December 31, 2009. The covenants that have been eliminated are the Companys obligation (1) to maintain at all times unencumbered liquid assets having an aggregate market value of not less than
$100,000,000; (2) to maintain positive net income after taxes and extraordinary items on a rolling four consecutive fiscal quarter basis; and (3) not to declare or pay dividends or redeem stock in an aggregate amount greater than
$150,000,000. The Company pays a commitment fee of 1/8% of the unused line for availability of the $10,000,000 credit facility. The terms of and current borrowings under the Companys lines of credit as of December 31, 2009 are as follows
(dollars in thousands):



|         |  |                   |   |                             |   |                      |  |       |       |               |   |                 |  |                                                       |  |                                           
|-------- |  | ----------------- | - | --------------------------- | - | -------------------- |  | ----- | ----- | ------------- | - | --------------- |  | ----------------------------------------------------- |  | ------------------------------------------
|         |  | AmountOutstanding |   | OutstandingLetters ofCredit |   | UnusedLines ofCredit |  | Total |       | Interest Rate |   | Expiration Date
|Domestic |  | $                 |  |                             | $ | 700                  |  | $     | 9,300 |               | $ | 10,000          |  | Prime - 0.75%                                         |  | July 1, 2010                              
|         |  |                   |   |                             |   |                     
|Europe   |  | $                 |  |                             | $ |                     |  | $     | 4,500 |               | $ | 4,500           |  | LIBOR + 1.25%;IBOR + 1.25%                            |  | July 1, 2010;mutuallycancelable at anytime
|         |  |                   |   |                             |   |                     
|Asia     |  | $                 |  |                             | $ |                     |  | $     | 3,000 |               | $ | 3,000           |  | LIBOR + 1.25%;Australian Bank BillBuying Rate + 1.25% |  | July 1, 2010                              
|         |  |                   |   |                             |   |                     
|Canada   |  | $                 |  |                             | $ |                     |  | $     | 1,000 |               | $ | 1,000           |  | Canadian Prime                                        |  | July 1, 2010                              



The Companys $10,000,000 credit facility contains a cross-default provision which indicates that if any defaults occur on any of the above
mentioned facilities, then the Company would be in default on its $10,000,000 credit facility. Upon default, the bank may do one or more of the following: declare the Company in default, stop making additional credit available to the Company, and/or
require the Company to repay its entire debt immediately and without notice. Upon the occurrence of default, the interest rate under the Companys unsecured revolving credit facility will reprice at a rate of 2% higher than prime rate less
3/4%. At December 31, 2009, the Company was in compliance with all relevant covenants under its $10,000,000 credit facility.



59



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE FBANK LINES OF CREDIT AND OTHER DEBT(Continued)



At December 31, 2009 and 2008, Palladium debt outstanding, under its lines of credit and term
loans was $4,207,000 and $5,376,000, respectively. There were no letters of credit outstanding under these facilities at December 31, 2009 or 2008. The breakdown of the debt outstanding at December 31 is as follows (dollars and Euros in
thousands):



|                                                                                                                                                                                                                                                                                                                            |  |      |       |      |   |      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                                                                                                                                                                                                                                                                                            |  | 2009 |       | 2008
|Secured Fixed Rate Term Loans with Financial Institutions (1):                                                                                                                                                                                                                                                              |  |      |       |      |   |      
|300 (or approximately $430
and $419 at December 31, 2009 and 2008, respectively) at 5.60%, due July 2012                                                                                                                                                                                                                   |  | $    | 235   |      | $ | 310  
|165 (or approximately $237
and $231 at December 31, 2009 and 2008, respectively) at 5.82%, due February 2012                                                                                                                                                                                                               |  |      | 118   |      |   | 154  
|55 (or approximately $79
and $77 at December 31, 2009 and 2008, respectively) at 5.84%, due February 2012                                                                                                                                                                                                                  |  |      | 40    |      |   | 51   
|800 (or approximately
$1,147 and $1,117 at December 31, 2009 and 2008, respectively) at 5.42%, due February 2013                                                                                                                                                                                                           |  |      | 655   |      |   | 799  
|Secured Variable Rate Lines of Credit with Financial Institutions (1):                                                                                                                                                                                                                                                      |  |      |       |      |   |      
|Facility of 4,000 and 4,000 (or approximately $5,735 and $5,588) at December 31, 2009 and 2008, respectively, at Euribor 3 months for the previous month plus
0.65%, or approximately 1.37% and 3.91% at December 31, 2009 and 2008, respectively, due December 31, 2010 and 2009, respectively                           |  |      |      |      |   | 913  
|Facility of 600 and 600 (or approximately $860 and $838) at December 31, 2009 and 2008, respectively, at Euribor prior 3 months plus 1.30%, or approximately
2.02% and 4.56% at December 31, 2009 and 2008, respectively, due June 30, 2010 and 2009, respectively (2)                                                    |  |      | 1,443 |      |   | 838  
|Facility of 300 and 300 (or approximately $430 and $419) at December 31, 2009 and 2008, respectively, at T4M (Average Monthly Money Market) plus 2.50%, or
approximately 2.85% and 4.95% at December 31, 2009 and 2008, respectively, due June 30, 2010 and 2009, respectively (2)                                        |  |      | 363   |      |   | 419  
|Facility of 600 and 350 (or approximately $860 and $489) at December 31, 2009 and 2008, respectively, at Euribor 1 month + 2.00%, or 2.45%, at
December 31, 2009, and at T4M plus 1.50%, or approximately 3.95%, at December 31, 2008, due June 30, 2010 and 2009, respectively (2)                                       |  |      | 860   |      |   | 487  
|Facility of 300 (or
approximately $419) at December 31, 2008, at T4M plus 1.30%, or approximately 3.75%, at December 31, 2008, due June 30, 2009 (2)                                                                                                                                                                       |  |      |      |      |   | 348  
|Facility of 600 and 450 (or approximately $860 and $629) at December 31, 2009 and 2008, respectively, at EONIA (Euro Overnight Index Average) plus 1.50%, or
approximately 1.91% at December 31, 2009, and at EONIA plus 1.10%, or approximately 3.59% at December 31, 2008, due June 30, 2010 and 2009, respectively (2) |  |      | 365   |      |   | 628  
|Facility of 300 and 300 (or approximately $430 and $419) at December 31, 2009 and 2008, respectively, at Euribor 3 months plus 1.50%, or approximately 2.20%
and 4.76% at December 31, 2009 and 2008, respectively, due June 30, 2010 and 2009, respectively (2)                                                          |  |      | 114   |      |   | 399  
|Accrued interest                                                                                                                                                                                                                                                                                                            |  |      | 14    |      |   | 30   
|                                                                                                                                                                                                                                                                                                                            |  |      |       |      |   |      
|Total                                                                                                                                                                                                                                                                                                                       |  | $    | 4,207 |      | $ | 5,376
|                                                                                                                                                                                                                                                                                                                            |  |      |       |      |   |      
|Less short-term                                                                                                                                                                                                                                                                                                             |  | $    | 3,463 |      | $ | 4,355
|                                                                                                                                                                                                                                                                                                                            |  |      |       |      |   |      
|Long-term                                                                                                                                                                                                                                                                                                                   |  | $    | 744   |      | $ | 1,021
|                                                                                                                                                                                                                                                                                                                            |  |      |       |      |   |      



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE FBANK LINES OF CREDIT AND OTHER DEBT(Continued)





|(1) |  | These are secured by Palladiums assets including accounts receivable, inventory and/or intellectual property rights (i.e. trademarks), as well as Palladium common stock.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | These lines of credit are renewable every six months. The amount available under these facilities range from 1,700 to 2,400 (or approximately $2,437 to $3,441) and from 2,100 to 2,350 (or
approximately $2,934 to $3,283) during the six month period July 1 through December 31, 2009 and 2008, respectively, depending on Palladiums cash needs. The lines of credit facility amounts in the table above are the maximum amounts
that could be borrowed upon at December 31, 2009 and 2008. Subsequent to December 31, 2009 and 2008, these lines of credit were renewed until June 30, 2010 and 2009, respectively, and the maximum facility amount available between
January 1 through June 30, 2010 and 2009 range from 1,600 to 2,400 (or approximately $2,294 to $3,441) and 700 to 2,700 (or approximately $978 to $3,772), respectively.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Amounts due under Palladiums lines of credit and term loans as of December 31, 2009 are as follows (in
thousands):



|                         |  |   |      
|------------------------ |  | - | -----
|Year ending December 31, |  |  
|2010                     |  | $ | 3,463
|2011                     |  |   | 308  
|2012                     |  |   | 272  
|2013                     |  |   | 164  
|2014                     |  |   |     
|Thereafter               |  |   |     
|                         |  |   |      
|                         |  | $ | 4,207
|                         |  |   |      



In accordance with these financing arrangements with the financial institutions, Palladium must meet minimum working capital requirements and is restricted as to the amount of dividends it can pay. At
December 31, 2009, Palladium was in compliance with its debt covenants.



Interest expense of $214,000 and $212,000 was incurred on the Companys bank loans and lines of credit during the years ended December 31, 2009 and 2008, respectively.



NOTE GACCRUED LIABILITIES



Accrued liabilities as of December 31 consist of the following (in
thousands):



|                 |  |      |        |      |   |       
|---------------- |  | ---- | ------ | ---- | - | ------
|                 |  | 2009 |        | 2008
|Compensation     |  | $    | 3,548  |      | $ | 5,550 
|Production molds |  |      | 1,735  |      |   | 1,918 
|Advertising      |  |      | 1,736  |      |   | 1,847 
|Other            |  |      | 5,879  |      |   | 13,071
|                 |  |      |        |      |   |       
|                 |  | $    | 12,898 |      | $ | 22,386
|                 |  |      |        |      |   |       



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE H  OTHER LIABILITIES



Other liabilities as of December 31 consist of the following (in thousands):



|                                                                                                           |  |      |        |      |   |       
|---------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------
|                                                                                                           |  | 2009 |        | 2008
|Deferred compensation                                                                                      |  | $    | 6,736  |      | $ | 6,242 
|Uncertain tax positions, net of federal benefit of $516 and $509, for 2009 and 2008, respectively (Note I) |  |      | 6,552  |      |   | 6,367 
|                                                                                                           |  |      |        |      |   |       
|                                                                                                           |  | $    | 13,288 |      | $ | 12,609
|                                                                                                           |  |      |        |      |   |       



NOTE IINCOME TAXES



The provision for
income tax (benefit)/expense includes the following for the years ended December 31 (in thousands):



|              |  |      |         |   |      |   |        |      |  |   |       |  
|------------- |  | ---- | ------- | - | ---- | - | ------ | ---- |  | - | ----- | -
|              |  | 2009 |         |   | 2008 |   |        | 2007 | 
|Current:      |  |      |         |   |      |   |        |      |  |   |       |  
|United States |  |      |         |   |      |   |        |      |  |   |       |  
|Federal       |  | $    | (10,681 | ) |      | $ | 6,786  |      |  | $ | 8,160 |  
|State         |  |      | 339     |   |      |   | (146   | )    |  |   | 1,083 |  
|Foreign       |  |      | 664     |   |      |   | 707    |      |  |   | 1,073 |  
|Deferred:     |  |      |         |   |      |   |        |      |  |   |       |  
|United States |  |      |         |   |      |   |        |      |  |   |       |  
|Federal       |  |      | 2,178   |   |      |   | (1,022 | )    |  |   | (572  | )
|State         |  |      | (1,062  | ) |      |   | (132   | )    |  |   | (62   | )
|Foreign       |  |      | (1,101  | ) |      |   | (311   | )    |  |   | 186   |  
|              |  |      |         |   |      |   |        |      |  |   |       |  
|              |  | $    | (9,663  | ) |      | $ | 5,882  |      |  | $ | 9,868 |  
|              |  |      |         |   |      |   |        |      |  |   |       |  



A reconciliation from the U.S. federal
statutory income tax rate to the effective tax rate for the years ended December 31 is as follows:



|                                    |  |       |    |  |       |   |  |       |  
|----------------------------------- |  | ----- | -- |  | ----- | - |  | ----- | -
|                                    |  | 2009  |    |  | 2008  |   |  | 2007  |  
|U.S. Federal statutory rate         |  | (35.0 | )% |  | 34.0  | % |  | 35.0  | %
|State income taxes                  |  | (2.0  | )  |  | 4.4   |   |  | 3.8   |  
|Net results of foreign subsidiaries |  | 4.0   |    |  | (17.2 | ) |  | (17.1 | )
|Goodwill impairment                 |  | 4.3   |    |  |      |   |  |      |  
|Other                               |  | 2.7   |    |  | (1.8  | ) |  | (2.6  | )
|                                    |  |       |    |  |       |   |  |       |  
|                                    |  | (26.0 | )% |  | 19.4  | % |  | 19.1  | %
|                                    |  |       |    |  |       |   |  |       |  



At any point in time, many tax years are
subject to audit by various taxing jurisdictions. The results of these audits and negotiations with tax authorities may affect tax positions taken by the Company. Additionally, the Companys effective tax rate in a given financial statement
period may be materially impacted by changes in the geographic mix or level of earnings.



62



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE IINCOME TAXES(Continued)



The federal income tax returns for 2006 and 2007, certain state returns for 2007 and 2008 and
certain foreign income tax returns for 2005 through 2007 are currently under various stages of audit by the applicable taxing authorities. The amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ
materially from the amounts accrued for each year. The Companys material tax jurisdiction is the United States.



Deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and the tax basis of
assets and liabilities given the provisions of the enacted tax laws. The net current and non-current components of deferred income taxes recognized in the balance sheets are as follows as of December 31 (in thousands):



|                       |  |      |        |      |   |       
|---------------------- |  | ---- | ------ | ---- | - | ------
|                       |  | 2009 |        | 2008
|Net current assets     |  | $    | 2,881  |      | $ | 6,676 
|Net non-current assets |  |      | 9,538  |      |   | 4,474 
|                       |  |      |        |      |   |       
|Net asset              |  | $    | 12,419 |      | $ | 11,150
|                       |  |      |        |      |   |       



Significant components of the Companys deferred tax assets and liabilities are as follows as of December 31 (in thousands):



|                                                           |  |      |        |   |      |   |        |  
|---------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                           |  | 2009 |        |   | 2008 |  
|Assets                                                     |  |      |        |   |      |   |        |  
|State taxes                                                |  | $    | 671    |   |      | $ | 216    |  
|Bad debts reserve                                          |  |      | 396    |   |      |   | 798    |  
|Inventory reserve and capitalized costs                    |  |      | 2,132  |   |      |   | 4,686  |  
|Sales return reserve                                       |  |      | 238    |   |      |   | 162    |  
|Deferred compensation plan                                 |  |      | 2,602  |   |      |   | 2,388  |  
|Stock-based compensation                                   |  |      | 3,012  |   |      |   | 2,190  |  
|Foreign research and development credit                    |  |      | 180    |   |      |   | 310    |  
|Alternative minimum tax credit and U.S. foreign tax credit |  |      | 1,548  |   |      |   | 676    |  
|Foreign net operating losses                               |  |      | 4,079  |   |      |   | 670    |  
|Other                                                      |  |      | 1,022  |   |      |   | 1,381  |  
|                                                           |  |      |        |   |      |   |        |  
|Gross deferred tax assets                                  |  |      | 15,880 |   |      |   | 13,477 |  
|Liabilities                                                |  |      |        |   |      |   |        |  
|Contingent purchase payments                               |  |      | (154   | ) |      |   | (154   | )
|Depreciation                                               |  |      | (3,295 | ) |      |   | (2,170 | )
|Other                                                      |  |      | (12    | ) |      |   | (3     | )
|                                                           |  |      |        |   |      |   |        |  
|Gross deferred tax liabilities                             |  |      | (3,461 | ) |      |   | (2,327 | )
|                                                           |  |      |        |   |      |   |        |  
|Net deferred tax asset                                     |  | $    | 12,419 |   |      | $ | 11,150 |  
|                                                           |  |      |        |   |      |   |        |  



The Company did not record any valuation
allowances against deferred tax assets at December 31, 2009 and 2008. Management has determined, based on the Companys history of prior operating earnings and its expectations for the future, that operating income of the Company will more
likely than not be sufficient to recognize fully these deferred tax assets. For 2009, the Company has a



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE IINCOME TAXES(Continued)



U.S. tax loss valued at $13,821,000, which is recorded as Income Taxes Receivable on the Consolidated Balance Sheet. The entire loss will be carried back to the 2004 tax year and fully realized.
The Company has foreign net operating losses valued at $4,079,000, which are primarily related to the pre-acquisition losses of ARFI, a French company. The carryforward period in France is unlimited. The Company has a U.S. alternative minimum tax
credit carryforward of approximately $655,000, which does not expire. The Company has a U.S. foreign tax credit carryforward of approximately $893,000 which will expire in 2019.



The Companys recognized uncertain tax positions at December 31 are as follows (in thousands):



|                                     |  |      |       |   |      |   |       |  
|------------------------------------ |  | ---- | ----- | - | ---- | - | ----- | -
|                                     |  | 2009 |       |   | 2008 |  
|Uncertain tax positions              |  | $    | 6,165 |   |      | $ | 6,120 |  
|Interest on uncertain tax positions  |  |      | 903   |   |      |   | 756   |  
|                                     |  |      |       |   |      |   |       |  
|Total uncertain tax positions, gross |  |      | 7,068 |   |      |   | 6,876 |  
|Less federal income tax benefit      |  |      | (516  | ) |      |   | (509  | )
|                                     |  |      |       |   |      |   |       |  
|Total uncertain tax positions, net   |  | $    | 6,552 |   |      | $ | 6,367 |  
|                                     |  |      |       |   |      |   |       |  



The Company recognized interest expense,
net of federal income tax benefit, on uncertain tax positions of $121,000, $209,000 and $169,000 for the years ended December 31, 2009, 2008 and 2007, respectively. The Company did not recognize any related penalties for uncertain tax positions
for the years ended December 31, 2009, 2008 and 2007.



The Company does not expect its uncertain tax positions to change significantly over the next twelve months. A reconciliation of the beginning and ending amount of the Companys uncertain tax positions, gross, at December 31 is as
follows (in thousands):



|                                        |  |      |       |   |      |   |        |  
|--------------------------------------- |  | ---- | ----- | - | ---- | - | ------ | -
|                                        |  | 2009 |       |   | 2008 |  
|Beginning balance                       |  | $    | 6,876 |   |      | $ | 5,933  |  
|Additions for uncertain tax positions   |  |      | 1,107 |   |      |   | 2,576  |  
|Reductions for uncertain tax positions  |  |      | (915  | ) |      |   | (452   | )
|Settlements for uncertain tax positions |  |      |      |   |      |   | (1,181 | )
|                                        |  |      |       |   |      |   |        |  
|Ending balance                          |  | $    | 7,068 |   |      | $ | 6,876  |  
|                                        |  |      |       |   |      |   |        |  



NOTE JCOMMITMENTS AND CONTINGENCIES



The Company leases its principal warehouse facility
through January 2015. In addition, certain property and equipment is leased primarily on a month-to-month basis. The Company recognizes its operating leases in accordance with ASC No. 840, Leases. Rent expense for these operating
leases was approximately $5,885,000, $5,150,000 and $4,021,000 for the years ended December 31, 2009, 2008 and 2007, respectively.



The Company has entered into endorsement agreements with athletes that are sponsored by the Company through April 2014. The Company has entered into
licensing agreements which require the Company to pay minimum royalties through December 2012.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE JCOMMITMENTS AND CONTINGENCIES(Continued)



Future minimum rental payments under leases, future minimum endorsement fees under endorsement
agreements and future minimum royalties under licensing agreements at December 31, 2009 are as follows (in thousands):



|                 |  |                          |       |      |   |       |  |      |       |            |   |       |  |   |       |  |   |       
|---------------- |  | ------------------------ | ----- | ---- | - | ----- |  | ---- | ----- | ---------- | - | ----- |  | - | ----- |  | - | ------
|                 |  | Year ending December 31,
|                 |  | 2010                     |       | 2011 |   | 2012  |  | 2013 |       | Thereafter |   | Total
|Rental payments  |  | $                        | 4,947 |      | $ | 3,758 |  | $    | 3,028 |            | $ | 2,199 |  | $ | 3,604 |  | $ | 17,536
|Endorsement fees |  |                          | 2,295 |      |   | 1,443 |  |      | 1,135 |            |   | 850   |  |   | 187   |  |   | 5,910 
|Royalty fees     |  |                          | 750   |      |   | 820   |  |      | 630   |            |   |      |  |   |      |  |   | 2,200 
|                 |  |                          |       |      |   |       |  |      |       |            |   |       |  |   |       |  |   |       
|                 |  | $                        | 7,992 |      | $ | 6,021 |  | $    | 4,793 |            | $ | 3,049 |  | $ | 3,791 |  | $ | 25,646
|                 |  |                          |       |      |   |       |  |      |       |            |   |       |  |   |       |  |   |       



The Company has product purchase obligations of approximately $35,193,000 at December 31, 2009. The Company generally orders product four to five months in advance of sales based primarily on advanced futures
orders received from customers. Product purchase obligations represent open purchase orders to purchase products in the ordinary course of business that are enforceable and legally binding.



The Company has outstanding letters of credit totaling approximately
$700,000 at December 31, 2009. These letters of credit collateralize the Companys obligations to third parties for the purchase of inventory. The letters of credit outstanding at December 31, 2009 have original terms from twelve to
thirteen months. The fair value of these letters of credit approximates the fees currently charged for similar agreements and is not significant at December 31, 2009 and 2008.



The Company may owe a future purchase price that is equal to an amount calculated in accordance with a formula driven by
Palladiums EBITDA for the twelve months ended December 31, 2012 less 3,300,000 (or approximately $4,731,000), but not to
exceed 6,700,000 (or approximately $9,606,000). At December 31, 2009, the future purchase price calculated in accordance with this
formula was zero. The fair value of this liability at December 31, 2009 was zero.



The Company is, from time to time, a party to litigation which arises in the normal course of its business operations. The Company does not believe that it is presently a party to litigation which will have a
material adverse effect on its business or operations.



NOTE
KEMPLOYEE BENEFIT PLANS



In 1988, the Company
adopted a domestic discretionary contribution profit sharing plan covering all employees meeting certain eligibility requirements. In 1993, the plan was amended to include a 401(k) plan. The Company contribution into this plan was approximately
$30,000, $36,000 and $538,000 for the years ended December 31, 2009, 2008 and 2007, respectively.



NOTE LSTOCKHOLDERS EQUITY



Each share of Class B Common Stock is freely convertible into one share of Class A Common Stock at the option of the Class B stockholder. Holders of Class A Common Stock are entitled to one vote per share
and holders of Class B Common Stock are entitled to ten votes per share for all matters



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE LSTOCKHOLDERS EQUITY(Continued)



submitted to a vote of the stockholders of the Company, other than the election of directors. Holders of Class A Common Stock are initially entitled to elect two directors and holders of
Class B Common Stock are entitled to elect all directors other than directors that the holders of Class A Common Stock are entitled to elect. If the number of members of the Companys Board of Directors is increased to not less than eleven
and not greater than fifteen (excluding directors representing holders of Preferred Stock, if any), holders of Class A Common Stock will be entitled to elect three directors. If the number of members of the Companys Board of Directors is
increased to a number greater than fifteen (excluding directors representing holders of Preferred Stock, if any), holders of Class A Common Stock will be entitled to elect four directors.



In 1999, the Company adopted the 1999 Stock Incentive Plan under which it
was authorized to award up to 2,400,000 shares or options to employees and directors of the Company. As amended, the number of options or awards available for issuance under the 1999 Stock Incentive Plan was 4,600,000 shares of Class A Common
Stock. The awards have a term of ten years and generally become fully vested between the grant date and the ninth year following the grant date. At December 31, 2009, there were no awards available under the 1999 Stock Incentive Plan for future
grants.



In 2009, the Company adopted the 2009 Stock
Incentive Plan under which it is authorized to award up to 3,000,000 shares or options of the Companys Class A Common Stock to employees and directors of the Company. The awards have a term of ten years and generally become fully vested
between the third and fifth years following the grant date. At December 31, 2009, 2,909,000 awards remain available for grant under the 2009 Stock Incentive Plan.



The following table summarizes compensation costs related to the Companys stock-based compensation plans (in thousands) for the
year ended December 31:



|                                          |  |      |       |      |   |       |  |   |      
|----------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|                                          |  | 2009 |       | 2008 |   | 2007 
|Cost of sales                             |  | $    | 210   |      | $ | 241   |  | $ | 277  
|Selling, general and administrative       |  |      | 2,981 |      |   | 3,072 |  |   | 1,749
|                                          |  |      |       |      |   |       |  |   |      
|Pre-tax stock-based compensation expenses |  |      | 3,191 |      |   | 3,313 |  |   | 2,026
|Income tax benefit                        |  |      | 1,080 |      |   | 1,157 |  |   | 604  
|                                          |  |      |       |      |   |       |  |   |      
|Total stock-based compensation expense    |  | $    | 2,111 |      | $ | 2,156 |  | $ | 1,422
|                                          |  |      |       |      |   |       |  |   |      



There were no significant capitalized stock-based compensation costs at December 31, 2009, 2008 and 2007. The Company recognizes stock-based compensation expense using the graded-vesting attribution method.
The remaining unrecognized compensation expense related to unvested awards at December 31, 2009 is $4,275,000 and the weighted-average period of time over which this expense will be recognized is approximately 2.0 years. This amount does not
include the cost of any additional options that may be granted in future periods nor any changes in the Companys forfeiture rate. In connection with the exercise of options, the Company realized income tax benefits in the years ended
December 31, 2009, 2008 and 2007 that have been credited to additional paid-in capital.



On March 4, 2008, the Board of Directors unilaterally acted to amend certain outstanding options to purchase shares of the Companys Class A Common Stock (the Eligible Options) held by
eligible



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE LSTOCKHOLDERS EQUITY(Continued)



participants, to reduce the exercise price of such Eligible Options to $14.19 per share, the closing price of the Companys Common Stock on the NASDAQ stock market on March 4, 2008.
This was approved by the Companys stockholders at the May 20, 2008 Annual Meeting. The number of stock options repriced was 459,391 to 96 employees, with a weighted average exercise price prior to repricing of $24.33 and an average
remaining contractual life of 7.1 years. The compensation cost recognized during 2008 relating to this repricing was $373,000 and it is expected to result in non-cash expense of approximately $477,000 over the next six years.



On November 12, 2008, the Board of Directors approved a special
dividend of $2.00 per share payable on December 24, 2008 to stockholders of record on December 10, 2008. Section 7 of the Companys 1999 Stock Incentive Plan provides that under certain circumstances, the Board of Directors may
make appropriate and proportionate adjustments in (a) the number of shares that may be acquired upon exercise, and (b) the exercise prices of such options to reflect the payment of a special cash dividend to stockholders. On
November 12, 2008, the Board of Directors approved a reduction to the exercise price on all of the Companys outstanding stock options by $2.00 per share under the terms of the anti-dilution provisions of the Companys 1999 Stock
Incentive Plan. The number of stock options repriced was 2,036,966 to 121 employees, with a weighted average exercise price prior to repricing of $11.46 and an average remaining contractual life of 5.1 years. The compensation cost recognized during
2008 relating to this repricing was $1,249,000 and it is expected to result in non-cash expense of approximately $488,000 over the next seven years. There were no modifications to stock option awards during 2009 or 2007.



The fair value of stock options at date of grant was estimated using the
Black-Scholes model. The expected life of employee stock options is determined using historical data of employee exercises and represents the period of time that stock options are expected to be outstanding. The risk-free interest rate is based on
the U.S. Treasury constant maturity for the expected life of the stock option. Expected volatility is based on the historical volatilities of the Companys Class A Common Stock. The Black-Scholes model was used with the following
assumptions:



|                        |  |      |   |  |      |   |  |      |  
|----------------------- |  | ---- | - |  | ---- | - |  | ---- | -
|                        |  | 2009 |   |  | 2008 |   |  | 2007 |  
|Expected life (years)   |  | 5    |   |  | 7    |   |  | 6    |  
|Risk-free interest rate |  | 2.0  | % |  | 3.0  | % |  | 4.6  | %
|Expected volatility     |  | 45.5 | % |  | 40.8 | % |  | 39.0 | %
|Expected dividend yield |  |     |   |  | 1.2  | % |  | 0.8  | %



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##### Table of Contents

KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE LSTOCKHOLDERS EQUITY(Continued)



The following table summarizes the stock option transactions for 2009, 2008 and 2007:



|                                      |  |            |   |  |                              |       |                                                   |      |                         |   |          
|------------------------------------- |  | ---------- | - |  | ---------------------------- | ----- | ------------------------------------------------- | ---- | ----------------------- | - | ---------
|                                      |  | Shares     |   |  | Weightedaverageexerciseprice |       | Weightedaverageremainingcontractuallife(in years) |      | Aggregateintrinsicvalue
|Options outstanding January 1, 2007   |  | 2,250,515  |   |  | $                            | 12.31 |                                                   |      |                         |   |          
|Granted                               |  | 67,625     |   |  |                              | 25.19 |                                                   |      |                         |   |          
|Exercised                             |  | (165,935   | ) |  |                              | 7.23  |                                                   |      |                         |   |          
|Canceled                              |  | (100,633   | ) |  |                              | 24.98 |                                                   |      |                         |   |          
|                                      |  |            |   |  |                              |       |                                                   |      |                         |   |          
|Options outstanding December 31, 2007 |  | 2,051,572  |   |  |                              | 12.52 |                                                   |      |                         |   |          
|Granted                               |  | 548,500    |   |  |                              | 13.47 |                                                   |      |                         |   |          
|Repriced                              |  | 2,496,357  |   |  |                              | 10.33 |                                                   |      |                         |   |          
|Exercised                             |  | (247,659   | ) |  |                              | 6.55  |                                                   |      |                         |   |          
|Canceled                              |  | (2,672,425 | ) |  |                              | 13.79 |                                                   |      |                         |   |          
|                                      |  |            |   |  |                              |       |                                                   |      |                         |   |          
|Options outstanding December 31, 2008 |  | 2,176,345  |   |  |                              | 9.37  |                                                   |      |                         |   |          
|Granted                               |  | 995,165    |   |  |                              | 6.96  |                                                   |      |                         |   |          
|Exercised                             |  | (281,365   | ) |  |                              | 3.31  |                                                   |      |                         |   |          
|Canceled                              |  | (97,080    | ) |  |                              | 12.60 |                                                   |      |                         |   |          
|                                      |  |            |   |  |                              |       |                                                   |      |                         |   |          
|Options outstanding December 31, 2009 |  | 2,793,065  |   |  | $                            | 9.01  |                                                   | 6.23 |                         | $ | 6,086,000
|                                      |  |            |   |  |                              |       |                                                   |      |                         |   |          
|Options exercisable December 31, 2009 |  | 1,321,720  |   |  | $                            | 7.80  |                                                   | 4.75 |                         | $ | 3,908,000



Options exercisable at December 31, 2008 and 2007 were 972,292 and 986,533, respectively. The weighted-average grant-date fair value of stock
options granted during 2009, 2008 and 2007 was $2.82, $6.35 and $10.64, respectively.



ASC No. 718, Compensation  Stock Compensation, requires the Company to reflect income tax benefits resulting from tax deductions in excess of expense as a financing cash flow in its
consolidated statement of cash flows rather than as an operating cash flow. Cash proceeds, income tax benefit and intrinsic value of related stock options exercised during the years ended December 31, 2009, 2008 and 2007 are as follows (in
thousands):



|                                                      |  |      |       |      |   |       |  |   |      
|----------------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|                                                      |  | 2009 |       | 2008 |   | 2007 
|Proceeds from stock options exercised                 |  | $    | 931   |      | $ | 1,621 |  | $ | 1,200
|Income tax benefit related to stock options exercised |  | $    | 730   |      | $ | 844   |  | $ | 1,081
|Intrinsic value of stock options exercised            |  | $    | 1,946 |      | $ | 2,570 |  | $ | 3,515



The Company issues new shares of Class A Common Stock to satisfy stock option exercises. Shares that are repurchased under the Companys current stock repurchase programs will reduce the dilutive impact
of the Companys share-based compensation plans. Under its stock repurchase programs, the Company did not purchase shares of Class A Common Stock during the year ended December 31, 2009.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE MCONCENTRATIONS OF CREDIT RISK



Financial instruments that potentially subject the Company to significant concentrations of credit risk consist
principally of cash and cash equivalents, trade accounts receivable and financial instruments used in hedging activities. The Company maintains cash and cash equivalents at financial institutions in excess of the amount insured by the Federal
Deposit Insurance Corporation. For forward exchange contracts, the credit risk the Company is exposed to is limited to the unrealized gains in these contracts should the counterparties fail to perform. As part of its cash and risk management
processes, the Company performs periodic evaluations of the relative credit standing of these financial institutions.



During the years ended December 31, 2009 and 2008, there were no customers that accounted for more than 10% of total revenues. During the year
ended December 31, 2007, approximately 13% (9% domestic) of revenues were from one customer. At December 31, 2009, approximately 38% of accounts receivable were from six customers. At December 31, 2008, approximately 31% of accounts
receivable were from four customers. Credit risk with respect to other trade accounts receivable is generally diversified due to the large number of entities comprising the Companys customer base and their dispersion across many geographies.
The Company controls credit risk through credit approvals, credit limits and monitoring procedures, and for international receivables from distributors, the use of letters of credit and letters of guarantee.



NOTE NSEGMENT INFORMATION



The Companys predominant business is the design, development and
distribution of athletic footwear. The Company has identified its footwear products business to be its only segment as substantially all of the Companys revenues are from the sales of footwear products. The Company is organized into three
geographic regions: the United States, Europe, Middle East and Africa (EMEA) and Other International operations. The Companys Other International geographic region includes the Companys operations in Asia. Certain
reclassifications have been made in the 2008 and 2007 presentations to conform to the 2009 presentation. The following tables summarize information by geographic region of the Companys footwear segment (in thousands):



|                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                      |  | Year ended December 31, |        
|                                      |  | 2009                    |         |   | 2008 |   |         | 2007 | 
|Revenues from unrelated entities (1): |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                         |  | $                       | 101,181 |   |      | $ | 138,390 |      |  | $ | 196,606 |  
|EMEA                                  |  |                         | 91,719  |   |      |   | 129,313 |      |  |   | 142,729 |  
|Other International                   |  |                         | 47,829  |   |      |   | 59,702  |      |  |   | 55,205  |  
|                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|                                      |  | $                       | 240,729 |   |      | $ | 327,405 |      |  | $ | 394,540 |  
|                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|Inter-geographic revenues:            |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                         |  | $                       | 4,796   |   |      | $ | 6,629   |      |  | $ | 8,291   |  
|EMEA                                  |  |                         | 12      |   |      |   | 10      |      |  |   | 2       |  
|Other International                   |  |                         | 105     |   |      |   | 33,410  |      |  |   | 49,274  |  
|                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|                                      |  | $                       | 4,913   |   |      | $ | 40,049  |      |  | $ | 57,567  |  
|                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|Total revenues:                       |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                         |  | $                       | 105,977 |   |      | $ | 145,019 |      |  | $ | 204,897 |  
|EMEA                                  |  |                         | 91,731  |   |      |   | 129,323 |      |  |   | 142,731 |  
|Other International                   |  |                         | 47,934  |   |      |   | 93,112  |      |  |   | 104,479 |  
|Less inter-geographic revenues        |  |                         | (4,913  | ) |      |   | (40,049 | )    |  |   | (57,567 | )
|                                      |  |                         |         |   |      |   |         |      |  |   |         |  
|                                      |  | $                       | 240,729 |   |      | $ | 327,405 |      |  | $ | 394,540 |  
|                                      |  |                         |         |   |      |   |         |      |  |   |         |  



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE NSEGMENT INFORMATION(Continued)



|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------- |  | ----------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                             |  | Year ended December 31, |        
|                                             |  | 2009                    |         |   | 2008 |   |         | 2007 | 
|Operating (loss) profit:                     |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                                |  | $                       | (13,337 | ) |      | $ | (3,907  | )    |  | $ | 26,927  |  
|EMEA                                         |  |                         | (3,044  | ) |      |   | 13,660  |      |  |   | 23,787  |  
|Other International                          |  |                         | 5,573   |   |      |   | 10,038  |      |  |   | 7,081   |  
|Less corporate expenses (2)                  |  |                         | (23,596 | ) |      |   | (25,931 | )    |  |   | (21,886 | )
|Eliminations                                 |  |                         | (2,558  | ) |      |   | (1,739  | )    |  |   | (562    | )
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|                                             |  | $                       | (36,962 | ) |      | $ | (7,879  | )    |  | $ | 35,347  |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Interest income:                             |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                                |  | $                       | 1,932   |   |      | $ | 7,271   |      |  | $ | 9,642   |  
|EMEA                                         |  |                         | 16      |   |      |   | 624     |      |  |   | 781     |  
|Other International                          |  |                         | 58      |   |      |   | 537     |      |  |   | 764     |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Total interest income                        |  |                         | 2,006   |   |      |   | 8,432   |      |  |   | 11,187  |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Interest expense:                            |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                                |  |                         | 665     |   |      |   | 24      |      |  |   |        |  
|EMEA                                         |  |                         | 274     |   |      |   | 192     |      |  |   | 3       |  
|Other International                          |  |                         | 17      |   |      |   |        |      |  |   |        |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Total interest expense                       |  |                         | 956     |   |      |   | 216     |      |  |   | 3       |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Interest income, net                         |  | $                       | 1,050   |   |      | $ | 8,216   |      |  | $ | 11,184  |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Income tax (benefit)/expense:                |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                                |  | $                       | (9,227  | ) |      | $ | 5,486   |      |  | $ | 8,609   |  
|EMEA                                         |  |                         | (142    | ) |      |   | 371     |      |  |   | 553     |  
|Other International                          |  |                         | (294    | ) |      |   | 25      |      |  |   | 706     |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|                                             |  | $                       | (9,663  | ) |      | $ | 5,882   |      |  | $ | 9,868   |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Provision for depreciation and amortization: |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                                |  | $                       | 3,100   |   |      | $ | 2,748   |      |  | $ | 1,518   |  
|EMEA                                         |  |                         | 885     |   |      |   | 610     |      |  |   | 538     |  
|Other International                          |  |                         | 174     |   |      |   | 176     |      |  |   | 190     |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|                                             |  | $                       | 4,159   |   |      | $ | 3,534   |      |  | $ | 2,246   |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|Capital expenditures:                        |  |                         |         |   |      |   |         |      |  |   |         |  
|United States                                |  | $                       | 421     |   |      | $ | 3,325   |      |  | $ | 9,828   |  
|EMEA                                         |  |                         | 810     |   |      |   | 1,253   |      |  |   | 506     |  
|Other International                          |  |                         | 213     |   |      |   | 472     |      |  |   | 155     |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  
|                                             |  | $                       | 1,444   |   |      | $ | 5,050   |      |  | $ | 10,489  |  
|                                             |  |                         |         |   |      |   |         |      |  |   |         |  



|                                      |  |              |         |      |   |        
|------------------------------------- |  | ------------ | ------- | ---- | - | -------
|                                      |  | December 31,
|                                      |  | 2009         |         | 2008
|Identifiable assets:                  |  |              |         |      |   |        
|United States                         |  | $            | 89,303  |      | $ | 102,049
|EMEA                                  |  |              | 49,502  |      |   | 57,178 
|Other International                   |  |              | 27,219  |      |   | 28,940 
|Corporate assets and eliminations (3) |  |              | 178,126 |      |   | 206,123
|                                      |  |              |         |      |   |        
|                                      |  | $            | 344,150 |      | $ | 394,290
|                                      |  |              |         |      |   |        



|(1) |  | Revenue is attributable to geographic regions based on the location of the Company subsidiary.
|--- |  | ----------------------------------------------------------------------------------------------



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE NSEGMENT INFORMATION(Continued)



|(2) |  | Corporate expenses include expenses such as salaries and related expenses for executive management and support departments such as accounting and treasury, information technology
and legal which benefit the entire corporation and are not segment/region specific. The decrease of corporate expenses during the year ended December 31, 2009 compared to the year ended December 31, 2008 was a result of decreases in data
processing expenses, legal expenses and accounting expenses offset by an impairment charge on the goodwill and intangible assets related to Palladium. The decrease in data processing expenses was a result of a decrease in on-going maintenance
expenses for the Companys SAP computer software system which resulted from the completion of the SAP implementation in certain international regions in the fourth quarter of 2008. The decrease in legal expenses was a result of a decrease in
expenses incurred to defend the Companys trademarks. The decrease in accounting expenses was a result of lower auditing fees for non-recurring 2008 events and a reduction of the outsourcing of certain accounting services. The increase in
corporate expenses during the year ended December 31, 2008 compared to the year ended December 31, 2007 was a result of increases in data processing expenses and compensation expenses. The increase in data processing expenses was due to
the expenses incurred as a result of the SAP implementation in the fourth quarter of 2008, as discussed above. The increase in compensation related expenses in 2008 is a result of stock option expenses (recognized as a result of the repricing of
stock options) and a decrease in the bonus/incentive related expense reversals that were calculated in accordance with the bonus formula under the Companys EVA incentive program offset by decreases in other fringe benefit related expenses.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Corporate assets include cash and cash equivalents, restricted cash and cash equivalents, investments available for sale and intangible assets.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



NOTE OPALLADIUM



On May 16, 2008, the Company entered into a Share Purchase and
Shareholders Rights Agreement (the Agreement) by and among Christophe Mortemousque, Palladium and the Company providing for the purchase of a 57% equity interest in Palladium from its shareholders for a total purchase price of
5.3 million, or approximately $8.5 million (including a loan of 3.65 million, or approximately $5.8 million). Pursuant to the terms of the Agreement, the Company also agreed to acquire the remaining 43% equity interest in Palladium,
subject to certain conditions set forth in the Agreement, which would occur in the first half of 2013, except in certain circumstances. If the purchase occurred in the first half of 2013, then the purchase price would be equal to an amount
calculated in accordance with a formula driven by Palladiums EBITDA for the twelve months ended December 31, 2012 plus 1.7
million. Otherwise the purchase price would be equal to 1.7 million plus an amount calculated in accordance with a formula driven by
Palladiums EBITDA for the twelve months ended (i) December 31 of the year preceding the purchase (or September 30, 2008 if the purchase occurred prior to December 31, 2009) or (ii) December 31, 2012, at the option
of the seller. At December 31, 2008, the fair value of this liability was approximately $3.8 million, which was subject to final determination at the time of purchase in accordance with the Agreement. Closing of the 57% equity purchase occurred
on July 1, 2008. As discussed in more detail below, the acquisition of Palladium was recorded as a 100% purchase acquisition and accordingly, the results of operations of the acquired business are included in the Consolidated Financial
Statements from the date of acquisition. In addition, as discussed in more detail below, the Company purchased the remaining 43% equity interest in Palladium on June 2, 2009.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE OPALLADIUM(Continued)



Upon the initial purchase of the 57% equity interest, in accordance with ASC No. 480,
Distinguishing Liabilities from Equity, the Company determined that the mandatory redemption provisions of the Agreement required the Company to purchase the remaining 43% equity interest as a single unit and that there were no
substantive conditions to the future purchase of this remaining 43% equity interest that would reasonably change the redemption conditions from mandatory to contingent. As such, at July 1, 2008, the Company recorded a liability, Mandatorily
Redeemable Minority Interest (MRMI) on its balance sheet at fair value, or $4.2 million. Subsequent changes to the fair value of the MRMI will be recorded as interest income or interest expense. The fair value of the MRMI will be
determined each quarter based on the current quarters projection of EBITDA for the twelve months ended December 31 of the current year, but not less than the amount determined at the previous twelve month measurement date per the
Agreement. The change in MRMI is based on the current quarters EBITDA projection and will be recognized as interest income or interest expense during the current quarter.



On June 2, 2009, the Company entered into Amendment No. 1 to the Share Purchase and Shareholders Rights
Agreement by and among Christophe Mortemousque, Palladium and the Company providing for the purchase of the remaining 43% equity interest in Palladium for 5.0 million plus a variable future price (see discussion below). The payment of the 5.0 million (or $7.0 million) was paid on June 16, 2009. The future purchase price is equal to an amount calculated in accordance with a formula driven by Palladiums EBITDA for the twelve months ended
December 31, 2012 less 3.3 million, but not to exceed 6.7 million. The fair value of this new liability (the Contingent Purchase Price or CPP) will be determined each quarter based on the current quarters projection of
Palladiums EBITDA for the twelve months ended December 31 of the current year, less 3.3 million, but not less than zero.
The change in CPP is based on the current quarters EBITDA projection and will be recognized as interest income or interest expense during the current quarter. As a result of purchasing the remaining 43% equity interest, the Company recognized
a loss of $2.6 million on the purchase, which is recorded in Other (Expense)/Income, net on the Consolidated Statement of Earnings/Loss. The loss was calculated as the difference between the purchase price and the MRMI. The fair value of the CPP at
December 31, 2009 was zero. The Company did not recognize interest income or interest expense as a result of changes in CPP during 2009.



In addition during 2009, in accordance with ASC No. 805, Business Combinations, certain adjustments were made to goodwill to finalize
the purchase accounting for the acquisition of Palladium. Goodwill was reduced by $3,077,000 and a deferred tax asset was created. The deferred tax asset recognized represents Palladiums pre-acquisition net operating losses. The Company
believes that these net operating losses will be utilized in the future which is based on anticipated future taxable income sufficient to utilize these losses and the indefinite carryforward of net operating losses allowed for under local tax law.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE OPALLADIUM(Continued)



The change in MRMI was based on Palladiums current quarters EBITDA projection and was
recognized as interest income or interest expense during the current quarter. The change in the fair value of MRMI during the year ended December 31, 2009 and 2008 is as follows (in thousands):



|                                       |  |      |        |   |      |   |       |  
|-------------------------------------- |  | ---- | ------ | - | ---- | - | ----- | -
|                                       |  | 2009 |        |   | 2008 |  
|Beginning Balance                      |  | $    | 3,759  |   |      | $ |      |  
|Initial valuation of MRMI              |  |      |       |   |      |   | 4,249 |  
|Change in EBITDA projection            |  |      | 658    |   |      |   | (490  | )
|Purchase of remaining 43% of Palladium |  |      | (4,417 | ) |      |   |      |  
|                                       |  |      |        |   |      |   |       |  
|Ending Balance                         |  | $    |       |   |      | $ | 3,759 |  
|                                       |  |      |        |   |      |   |       |  



Palladium designs, develops and markets
footwear under the Palladium brand worldwide except for Canada and the U.S., where the Company holds the exclusive rights to market footwear under the Palladium brand. The purchase of Palladium was part of an overall strategy to own the worldwide
rights of the Palladium trademark. Prior to July 1, 2008, the Company owned only the United States and Canada trademarks, as discussed below.



In accordance with the provisions of ASC No. 805 and ASC No. 480, the acquisition of Palladium on July 1, 2008 was recorded as a 100%
purchase acquisition without reflecting any minority interest but recognizing the MRMI liability and accordingly, the results of operations of the acquired business are included in the Consolidated Financial Statements from the date of acquisition.
A trademark asset totaling $8,688,000 and goodwill of $5,285,000, have been recognized for the amount of the excess of the purchase price paid over the fair market value of the net assets acquired. At July 1, 2008, the acquired assets and
liabilities assumed in the purchase of Palladium is as follows (in thousands):



|                                                |  |                        |       
|----------------------------------------------- |  | ---------------------- | ------
|                                                |  | Balance atJuly 1, 2008
|Accounts receivable                             |  | $                      | 3,060 
|Inventory                                       |  |                        | 5,751 
|Other current assets                            |  |                        | 930   
|Intangible assets                               |  |                        | 13,973
|Other assets                                    |  |                        | 1,034 
|                                                |  |                        |       
|Total assets                                    |  | $                      | 24,748
|                                                |  |                        |       
|Current liabilities, excluding third party debt |  | $                      | 11,784
|Lines of credit                                 |  |                        | 4,853 
|MRMI                                            |  |                        | 4,249 
|Long-term debt                                  |  |                        | 1,178 
|                                                |  |                        |       
|Total liabilities                               |  |                        | 22,064
|Contribution by KSwiss Inc.                    |  |                        | 2,684 
|                                                |  |                        |       
|Total stockholders equity                      |  |                        | 2,684 
|                                                |  |                        |       
|Total liabilities and stockholders equity      |  | $                      | 24,748
|                                                |  |                        |       



The lines of credit of approximately $4.9 million include amounts outstanding under Palladiums bank lines of credit and the short-term portion of loans with financial institutions. The loans are paid



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE OPALLADIUM(Continued)



either on a monthly or quarterly basis and have maturity dates ranging from February 2012 to February 2013. See Note F for further discussion. On a pro forma basis, as if Palladium had been
acquired at the beginning of 2008 and 2007, consolidated revenues, earnings from continuing operations, net earnings and earnings per diluted common share would have been as follows for the years ended December 31, 2008 and 2007 (dollar amounts
in thousands):



|                                    |  |               |         |               |   |        
|----------------------------------- |  | ------------- | ------- | ------------- | - | -------
|                                    |  | Unaudited    
|                                    |  | Pro Forma2008 |         | Pro Forma2007
|Revenues                            |  | $             | 337,900 |               | $ | 413,362
|Earnings from continuing operations |  | $             | 23,492  |               | $ | 42,424 
|Net Earnings                        |  | $             | 19,922  |               | $ | 39,602 
|Earnings per diluted common share:  |  |               |         |               |   |        
|Earnings from continuing operations |  | $             | 0.66    |               | $ | 1.20   
|Net earnings                        |  | $             | 0.56    |               | $ | 1.12   



In addition, in a separate transaction on March 28, 2008, the Company entered into an Assignment and Assumption Agreement (the Assignment Agreement) with Palladium. The Assignment Agreement
provided for the Companys assumption of Palladiums rights and obligations under a certain intellectual property purchase and sale agreement by and between Palladium and Consolidated Shoe Company pursuant to which Palladium agreed to
acquire certain intellectual property from Consolidated Shoe Company for a purchase price of $6.0 million.



These trademarks are accounted for in accordance with the provisions of ASC No. 350. These indefinite-lived assets will be evaluated for
impairment at least annually, and more often when events indicate that an impairment exists. See Note D.



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE PSALE OF ROYAL ELASTICS



On April 30, 2009, the Company sold certain Royal Elastics assets, consisting of its inventory located in Taiwan and
its intangible trademarks, with an approximate net book value of $1.0 million, to Royal Elastics Holdings Ltd. (REH), a third party, in an arms length transaction for $4.0 million. Pursuant to the Asset Sale Agreement, REH agreed
to pay the Company $2.9 million in cash by April 30, 2010 (of which the Company has received approximately $1.9 million as of December 31, 2009) and a $1.1 million promissory note from REH for the remaining balance. Interest on the
promissory note is payable quarterly at an interest rate of Wall Street Journal Prime plus 1%. The principal balance is due on April 30, 2016. The pre-tax gain on sale is $1.4 million for the year ended December 31, 2009 and is recorded in
Other (Expense)/Income, net on the Consolidated Statement of Earnings/Loss. Operations of the Royal Elastics brand have been accounted for and presented as a discontinued operation in the accompanying financial statements. The operations of Royal
Elastics for year ended December 31 (in thousands):



|                                             |  |      |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                             |  | 2009 |        |   | 2008 |   |        | 2007 | 
|Revenues                                     |  | $    | 5,339  |   |      | $ | 12,755 |      |  | $ | 15,892 |  
|Cost of goods sold                           |  |      | 3,708  |   |      |   | 9,416  |      |  |   | 9,663  |  
|                                             |  |      |        |   |      |   |        |      |  |   |        |  
|Gross profit                                 |  |      | 1,631  |   |      |   | 3,339  |      |  |   | 6,229  |  
|Selling, general and administrative expenses |  |      | 1,814  |   |      |   | 7,970  |      |  |   | 9,215  |  
|                                             |  |      |        |   |      |   |        |      |  |   |        |  
|Operating loss                               |  |      | (183   | ) |      |   | (4,631 | )    |  |   | (2,986 | )
|Interest expense, net                        |  |      | (929   | ) |      |   | (1,251 | )    |  |   | (1,590 | )
|                                             |  |      |        |   |      |   |        |      |  |   |        |  
|Loss before income taxes                     |  |      | (1,112 | ) |      |   | (5,882 | )    |  |   | (4,576 | )
|Income tax benefit                           |  |      | (648   | ) |      |   | (2,312 | )    |  |   | (1,754 | )
|                                             |  |      |        |   |      |   |        |      |  |   |        |  
|Net loss from discontinued operations        |  | $    | (464   | ) |      | $ | (3,570 | )    |  | $ | (2,822 | )
|                                             |  |      |        |   |      |   |        |      |  |   |        |  



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KSWISS INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



December 31, 2009, 2008 and 2007



NOTE QQUARTERLY FINANCIAL DATA (Unaudited)



Summarized quarterly financial data for 2009 and 2008 follows (in
thousands except for per share amounts):



|                                             |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|-------------------------------------------- |  | ------------ | ------ | - | ------------- | - | ------- | ------------ |  | - | ------------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                             |  | FirstQuarter |        |   | SecondQuarter |   |         | ThirdQuarter |  |   | FourthQuarter |   |  | Year |        
|2009                                         |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|Revenues                                     |  | $            | 74,044 |   |               | $ | 54,032  |              |  | $ | 70,633        |   |  | $    | 42,020  |   |  | $ | 240,729 |  
|Gross profit                                 |  |              | 28,292 |   |               |   | 16,260  |              |  |   | 26,292        |   |  |      | 15,327  |   |  |   | 86,171  |  
|Loss from continuing operations              |  |              | (1,605 | ) |               |   | (11,065 | )            |  |   | (2,588        | ) |  |      | (12,240 | ) |  |   | (27,498 | )
|(Loss)/Earnings from discontinued operations |  |              | 512    |   |               |   | (432    | )            |  |   | (296          | ) |  |      | (248    | ) |  |   | (464    | )
|Net loss                                     |  |              | (1,093 | ) |               |   | (11,497 | )            |  |   | (2,884        | ) |  |      | (12,488 | ) |  |   | (27,962 | )
|Loss per share                               |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|Basic and Diluted                            |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|Loss from continuing operations              |  | $            | (0.04  | ) |               | $ | (0.32   | )            |  | $ | (0.07         | ) |  | $    | (0.35   | ) |  | $ | (0.79   | )
|(Loss)/Earnings from discontinued operations |  |              | 0.01   |   |               |   | (0.01   | )            |  |   | (0.01         | ) |  |      | (0.01   | ) |  |   | (0.01   | )
|Net loss                                     |  |              | (0.03  | ) |               |   | (0.33   | )            |  |   | (0.08         | ) |  |      | (0.36   | ) |  |   | (0.80   | )
|                                             |  |              |        |   |              
|                                             |  | FirstQuarter |        |   | SecondQuarter |   |         | ThirdQuarter |  |   | FourthQuarter |   |  | Year |        
|2008                                         |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|Revenues                                     |  | $            | 98,401 |   |               | $ | 82,885  |              |  | $ | 92,629        |   |  | $    | 53,490  |   |  | $ | 327,405 |  
|Gross profit                                 |  |              | 45,936 |   |               |   | 36,372  |              |  |   | 36,890        |   |  |      | 12,822  |   |  |   | 132,020 |  
|Earnings/(Loss) from continuing operations   |  |              | 7,130  |   |               |   | 27,721  |              |  |   | 1,506         |   |  |      | (11,902 | ) |  |   | 24,455  |  
|Loss from discontinued operations            |  |              | (20    | ) |               |   | (1,298  | )            |  |   | (440          | ) |  |      | (1,812  | ) |  |   | (3,570  | )
|Net earnings/(loss)                          |  |              | 7,110  |   |               |   | 26,423  |              |  |   | 1,066         |   |  |      | (13,714 | ) |  |   | 20,885  |  
|Earnings/(Loss) per share                    |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|Basic                                        |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|Earnings/(Loss) from continuing operations   |  | $            | 0.21   |   |               | $ | 0.80    |              |  | $ | 0.04          |   |  | $    | (0.34   | ) |  | $ | 0.70    |  
|Loss from discontinued operations            |  |              |       |   |               |   | (0.04   | )            |  |   | (0.01         | ) |  |      | (0.05   | ) |  |   | (0.10   | )
|Net earnings/(loss)                          |  |              | 0.21   |   |               |   | 0.76    |              |  |   | 0.03          |   |  |      | (0.39   | ) |  |   | 0.60    |  
|Diluted                                      |  |              |        |   |               |   |         |              |  |   |               |   |  |      |         |   |  |   |         |  
|Earnings/(Loss) from continuing operations   |  | $            | 0.20   |   |               | $ | 0.79    |              |  | $ | 0.04          |   |  | $    | (0.34   | ) |  | $ | 0.69    |  
|Loss from discontinued operations            |  |              |       |   |               |   | (0.04   | )            |  |   | (0.01         | ) |  |      | (0.05   | ) |  |   | (0.10   | )
|Net earnings/(loss)                          |  |              | 0.20   |   |               |   | 0.75    |              |  |   | 0.03          |   |  |      | (0.39   | ) |  |   | 0.59    |  



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|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------



None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------



Disclosure Controls and Procedures



The Companys management carried out an evaluation, under the supervision and with the participation of the Companys President and Chief
Executive Officer and Vice President of Finance and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) as of December 31, 2009, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Companys President and Chief Executive Officer along with the Companys Vice President of Finance and Chief Financial
Officer concluded that the Companys disclosure controls and procedures as of December 31, 2009 are effective in ensuring that (i) information required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the S.E.C.s rules and forms and (ii) information required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the Companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.



Internal Control Over Financial Reporting



No changes in the Companys internal control over financial
reporting identified in connection with the evaluation required by Exchange Act Rule 13a-15(d) or 15d-15(d) have come to managements attention that have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting. See Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting and Managements Report on Internal Control Over Financial Reporting on
pages 39 and 40, respectively.



|Item 9B. | Other Information
|-------- | -----------------



None.



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##### Table of Contents

PART III



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------



Except for the information disclosed in Part I under the heading Executive Officers of the Registrant, the information required by this
item will be contained in the Companys Proxy Statement for its Annual Stockholders Meeting to be held May 18, 2010 to be filed with the S.E.C. within 120 days after December 31, 2009 and is incorporated herein by reference.



|Item 11. | Executive Compensation
|-------- | ----------------------



The information required by this item will be contained in the Companys Proxy Statement for its Annual Stockholders Meeting to be held
May 18, 2010 to be filed with the S.E.C. within 120 days after December 31, 2009 and is incorporated herein by reference.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------



The information required by this item will be contained in the Companys Proxy Statement for its Annual Stockholders
Meeting to be held May 18, 2010 to be filed with the S.E.C. within 120 days after December 31, 2009 and is incorporated herein by reference.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------



The information required by this item will be contained in the Companys Proxy Statement for its Annual Stockholders
Meeting to be held May 18, 2010 to be filed with the S.E.C. within 120 days after December 31, 2009 and is incorporated herein by reference.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------



The information required by this item will be contained in the Companys Proxy Statement for its Annual Stockholders Meeting to be held
May 18, 2010 to be filed with the S.E.C. within 120 days after December 31, 2009 and is incorporated herein by reference.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



(a) Financial Statements



|                                                                                                                      |  |                        
|--------------------------------------------------------------------------------------------------------------------- |  | -----------------------
|                                                                                                                      |  | Page ReferenceForm 10-K
|Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting                  |  | 39                     
|Managements Report on Internal Control Over Financial Reporting                                                      |  | 40                     
|Report of Independent Registered Public Accounting Firm                                                               |  | 41                     
|Consolidated Balance Sheets as of December 31, 2009 and 2008                                                          |  | 42                     
|Consolidated Statements of Earnings/Loss and Comprehensive Earnings/Loss for the three years ended December 
31, 2009 |  | 43                     
|Consolidated Statement of Stockholders Equity for the three years ended December 31,
2009                            |  | 44                     
|Consolidated Statements of Cash Flows for the three years ended December 31, 2009                                     |  | 45                     
|Notes to Consolidated Financial Statements                                                                            |  | 46-76                  



(b) Exhibits



|     |  |                                                                                                                                                                                                                                 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Second Amended and Restated Bylaws of KSwiss Inc. (incorporated by reference to exhibit 3.1 to the Registrants Form 8-K filed with the S.E.C. on March 27,
2009)                                                              
|     | 
|3.2  |  | Amended and Restated Certificate of Incorporation of KSwiss Inc. (incorporated by reference to exhibit 3.2 to the Registrants Form 10-K for fiscal year ended December 31,
2004)                                              
|     | 
|4.1  |  | Certificate of Designations of Class A Common Stock of KSwiss Inc. (incorporated by reference to exhibit 3.2 to the Registrants Form S-1 Registration Statement
No. 33-34369)                                                 
|     | 
|4.2  |  | Certificate of Designations of Class B Common Stock of KSwiss Inc. (incorporated by reference to exhibit 3.3 to the Registrants Form S-1 Registration Statement
No. 33-34369)                                                 
|     | 
|4.3  |  | Specimen KSwiss Inc. Class A Common Stock Certificate (incorporated by reference to exhibit 4.1 to the Registrants Form S-1 Registration Statement
No. 33-34369)                                                              
|     | 
|4.4  |  | Specimen KSwiss Inc. Class B Common Stock Certificate (incorporated by reference to exhibit 4.2 to the Registrants Form S-1 Registration Statement
No. 33-34369)                                                              
|     | 
|10.1 |  | KSwiss Inc. 1990 Stock Incentive Plan, as amended through October 28, 2002 (incorporated by reference to exhibit 10.1 to the Registrants Form 10-K for the year ended
December 31, 2002)                                      
|     | 
|10.2 |  | Form of Amendment No. 1 to KSwiss Inc. Employee Stock Option Agreement Pursuant to the 1990 Stock Incentive Plan (incorporated by reference to exhibit 10.2 to the
Registrants Form 10-K for the year ended December 31, 2002)
|     | 
|10.3 |  | KSwiss Inc. 1999 Stock Incentive Plan, as amended through October 26, 2004 (incorporated by reference to exhibit 4.1 to the Registrants Form S-8 filed with the S.E.C. on
February 23, 2005)                                  



79



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|      |  |                                                                                                                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.4  |  | Form of Amendment No. 1 to KSwiss Inc. Employee Stock Option Agreement Pursuant to the 1999 Stock Incentive Plan (incorporated by reference to exhibit 10.4 to the
Registrants Form 10-K for the year ended December 31, 2002)
|      | 
|10.5  |  | KSwiss Inc. 2009 Stock Incentive Plan (incorporated by reference to exhibit 99.1 to the Registrants Registration Statement on Form S-8 filed with the S.E.C. on May 22,
2009)                                                 
|      | 
|10.6  |  | KSwiss Inc. Employee Stock Option Agreement (Officers) Pursuant to the 2009 Stock Incentive Plan (incorporated by reference to exhibit 10.2 to the Registrants Form 8-K filed
with the S.E.C. on May 22, 2009)                
|      | 
|10.7  |  | KSwiss Inc. Non-Employee Director Stock Option Agreement Pursuant to the 2009 Stock Incentive Plan (incorporated by reference to exhibit 10.3 to the Registrants Form 8-K filed
with the S.E.C. on May 22, 2009)              
|      | 
|10.8  |  | KSwiss Inc. Profit Sharing Plan, as amended (incorporated by reference to exhibit 10.3 to the Registrants Form S-1 Registration Statement No. 33-34369)                                                                       
|      | 
|10.9  |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan (incorporated by reference to exhibit 10.35 to the Registrants Form 10-K for the year ended December 31,
1993)                                                        
|      | 
|10.10 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated May 26, 1994 (incorporated by reference to exhibit 10.32 to the Registrants Form 10-K for the year ended
December 31, 1994)                                     
|      | 
|10.11 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated January 1, 2000 (incorporated by reference to exhibit 10.30 to the Registrants Form 10-K for the year ended
December 31, 1999)                                  
|      | 
|10.12 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated January 23, 2002 (incorporated by reference to exhibit 10 to the Registrants Form 10-Q for the quarter ended
March 31, 2002)                                    
|      | 
|10.13 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated January 10, 2003 (incorporated by reference to exhibit 10.23 to the Registrants Form 10-Q for the quarter
ended June 30, 2003)                                  
|      | 
|10.14 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated October 9, 2003 (incorporated by reference to exhibit 10.11 to the Registrants Form 10-Q for the quarter
ended June 30, 2004)                                   
|      | 
|10.15 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated May 23, 2005 (incorporated by reference to exhibit 10.12 to the Registrants Form 10-Q for the quarter ended
June 30, 2005)                                      
|      | 
|10.16 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated June 1, 2005 (incorporated by reference to exhibit 10.13 to the Registrants Form 10-Q for the quarter ended
June 30, 2005)                                      
|      | 
|10.17 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated January 1, 2007 (incorporated by reference to exhibit 10.14 to the Registrants Form 10-Q for the quarter
ended March 31, 2007)                                  
|      | 
|10.18 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated December 31, 2007 (incorporated by reference to exhibit 10.15 to the Registrants Form 10-K for the year ended
December 31, 2007)                                
|      | 
|10.19 |  | Amendment to KSwiss Inc. 401(k) and Profit Sharing Plan dated August 1, 2009 (incorporated by reference to exhibit 10.19 to the Registrants Form 10-Q for the quarter ended
September 30, 2009)                               



80



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|      |  |                                                                                                                                                                                                                                                                             
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.20 |  | Form of Indemnity Agreement entered into by and between KSwiss Inc. and directors (incorporated by reference to exhibit 10.4 to the Registrants Form S-1 Registration Statement
No. 33-34369)                                                                             
|      | 
|10.21 |  | Employment Agreement between the Registrant and Steven B. Nichols dated as of August 2, 2004 (incorporated by reference to exhibit 10.14 to the Registrants Form 10-Q for the
quarter ended September 30, 2004)                                                            
|      | 
|10.22 |  | Lease Agreement dated March 11, 1997 by and between KSwiss Inc. and Space Center Mira Loma, Inc. (incorporated by reference to exhibit 10 to the Registrants Form 10-Q for
the quarter ended March 31, 1997)                                                              
|      | 
|10.23 |  | Amendment No. 2 to Lease Agreement entered into on March 11, 1997 between KSwiss Inc. and Space Center Mira Loma, Inc. dated July 1, 2008 (incorporated by reference to
exhibit 10.19 to the Registrants Form 10-Q for the quarter ended June 30, 2008)                   
|      | 
|10.24 |  | Loan Agreement dated June 1, 2005, between the Company and Bank of America (incorporated by reference to exhibit 10.18 to the Registrants Form 10-Q for the quarter ended
June 30, 2005)                                                                                   
|      | 
|10.25 |  | Amendment No. 1 to Loan Agreement, dated June 28, 2005, between KSwiss and Bank of America (incorporated by reference to exhibit 10.19 to the Registrants Form 10-Q
for the quarter ended June 30, 2005)                                                                  
|      | 
|10.26 |  | Amendment No. 2 to Loan Agreement, dated June 28, 2007, between KSwiss and Bank of America (incorporated by reference to exhibit 10.1 to the Registrants Form 8-K
filed with the S.E.C. on June 29, 2007)                                                                 
|      | 
|10.27 |  | Amendment No. 3 to Loan Agreement, dated March 28, 2008, between KSwiss Inc. and Bank of America (incorporated by reference to exhibit 10.1 to the Registrants Form
8-K filed with the S.E.C. on March 28, 2008)                                                          
|      | 
|10.28 |  | Amendment No. 4 to Loan Agreement, dated June 30, 2009, between KSwiss Inc. and Bank of America (incorporated by reference to exhibit 10.27 to the Registrants Form
10-Q filed with the S.E.C. on August 6, 2009)                                                         
|      | 
|10.29 |  | KSwiss Inc. Deferred Compensation Plan, Master Plan Document (incorporated by reference to exhibit 10.1 to the Registrants Form 10-Q for the quarter ended March 31, 1998)                                                                                                
|      | 
|10.30 |  | KSwiss Inc. Deferred Compensation Plan, Master Trust Agreement (incorporated by reference to exhibit 10.2 to the Registrants Form 10-Q for the quarter ended March 31,
1998)                                                                                              
|      | 
|10.31 |  | KSwiss Inc. Directors Deferred Compensation Plan effective December 31, 2007 (incorporated by reference to exhibit 10.24 to the Registrants Form 10-K for the year
ended December 31, 2007)                                                                              
|      | 
|10.32 |  | Share Purchase and Shareholders Rights Agreement, dated as of May 16, 2008 by and among Christophe Mortemousque, Palladium SAS and KSwiss Inc. (incorporated by reference
to exhibit 10.1 to the Registrants Form 8-K filed with the S.E.C. on May 22, 2008)             
|      | 
|10.33 |  | Assignment and Assumption Agreement, dated as of March 28, 2008, by and between Palladium SAS and KSwiss Inc. (incorporated by reference to exhibit 10.2 to the Registrants
Form 8-K filed with the S.E.C. on May 22, 2008)                                               
|      | 
|10.34 |  | Amendment No. 1 to Share Purchase and Shareholders Rights Agreement, dated June 2, 2009 by and among Christophe Mortemousque, Palladium SAS and KSwiss Inc.
(incorporated by reference to exhibit 10.1 to the Registrants Form 8-K filed with the S.E.C. on June 4, 2009)



81



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|     |  |                                                                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|14.1 |  | KSwiss Inc. Code of Ethics for the Chief Executive Officer, Senior Financial Officers and Board of Directors (incorporated by reference to exhibit 14 to the Registrants Form
10-K for the year ended December 31, 2003)
|     | 
|14.2 |  | KSwiss Inc. Code of Ethics for Directors, Officers and Employees (incorporated by reference to exhibit 14.2 to the Registrants Form 10-Q for the quarter ended March 31,
2004)                                          
|     | 
|21   |  | Subsidiaries of KSwiss Inc.                                                                                                                                                                                              
|     | 
|23   |  | Consent of Grant Thornton LLP                                                                                                                                                                                             
|     | 
|31.1 |  | Certification of President and Chief Executive Officer Pursuant to Exchange Act Rule 13a-14                                                                                                                               
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14                                                                                                                                             
|     | 
|32   |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                    



(c) Schedules



|                                                                                                                                                                                                                                     |  |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                                                                                                                     |  | Page
|Financial Statement Schedules:                                                                                                                                                                                                       |  |     
|Schedule IIValuation and Qualifying Accounts                                                                                                                                                                                        |  | 84  
|                                                                                                                                                                                                                                     | 
|All supplemental schedules other than as set forth above are omitted as inapplicable or because the required information is included in the
Consolidated Financial Statements or the Notes to the Consolidated Financial Statements. |  |     



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



KSwiss Inc.By

/S/    GEORGE POWLICKGeorge Powlick, Vice President of Finance, Chief Administrative Officer, Chief Financial Officer, Secretary and DirectorFebruary 18, 2010




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 and in the capacities and on the dates indicated.



|    |  |                                   |  |                                                                                                                                        |  |                  
|--- |  | --------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|    |  | Signature                         |  | Title                                                                                                                                  |  | Date             
|    |  |                                   | 
|/s/ |  | STEVEN NICHOLS Steven Nichols     |  | Chairman of the Board, President and Chief Executive Officer                                                                           |  | February 18, 2010
|    |  |                                   | 
|/s/ |  | GEORGE POWLICK George Powlick     |  | Vice President of Finance, Chief Administrative Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and
Director |  | February 18, 2010
|    |  |                                   | 
|/s/ |  | LAWRENCE FELDMAN Lawrence Feldman |  | Director                                                                                                                               |  | February 18, 2010
|    |  |                                   | 
|/s/ |  | STEPHEN FINE Stephen Fine         |  | Director                                                                                                                               |  | February 18, 2010
|    |  |                                   | 
|/s/ |  | MARK LOUIE Mark Louie             |  | Director                                                                                                                               |  | February 18, 2010



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SCHEDULE II



VALUATION AND QUALIFYING ACCOUNTS



(Amounts in thousands)



|                            |  |                                 |   |           |                            |          |                                |   |          |                           |  |   |     |  |   |         |   |  |   |       
|--------------------------- |  | ------------------------------- | - | --------- | -------------------------- | -------- | ------------------------------ | - | -------- | ------------------------- |  | - | --- |  | - | ------- | - |  | - | ------
|Column A                    |  | Column B                        |   | Column C  |                            | Column D |                                |   | Column E
|Description                 |  | (1)Balance atBeginning
ofPeriod |   | Additions |                            |          |                                |   |         
|                            |  | (1)Charged toCosts andExpenses  |   |           | (2)Charged toOtherAccounts |          | (1)Write-offsandDeductions,Net |   |          | (1)Balanceat End ofPeriod
|Allowance for bad debts     |  | (2009                           | ) |           | $                          | 2,897    |                                | $ | (257     | )                         |  | $ |    |  | $ | (478    | ) |  | $ | 2,162 
|                            |  | (2008                           | ) |           |                            | 2,941    |                                |   | (158     | )                         |  |   | 378 |  |   | (264    | ) |  |   | 2,897 
|                            |  | (2007                           | ) |           |                            | 2,133    |                                |   | 956      |                           |  |   |    |  |   | (148    | ) |  |   | 2,941 
|                            |  |                                 |   |           |                            |         
|Allowance for inventories   |  | (2009                           | ) |           | $                          | 12,718   |                                | $ | 6,949    |                           |  | $ |    |  | $ | (14,808 | ) |  | $ | 4,859 
|                            |  | (2008                           | ) |           |                            | 7,187    |                                |   | 10,991   |                           |  |   | 77  |  |   | (5,537  | ) |  |   | 12,718
|                            |  | (2007                           | ) |           |                            | 4,203    |                                |   | 6,916    |                           |  |   |    |  |   | (3,932  | ) |  |   | 7,187 
|                            |  |                                 |   |           |                            |         
|Allowance for sales returns |  | (2009                           | ) |           | $                          | 1,305    |                                | $ | 4,121    |                           |  | $ |    |  | $ | (4,228  | ) |  | $ | 1,198 
|                            |  | (2008                           | ) |           |                            | 3,084    |                                |   | 8,164    |                           |  |   | 53  |  |   | (9,996  | ) |  |   | 1,305 
|                            |  | (2007                           | ) |           |                            | 3,267    |                                |   | 9,546    |                           |  |   |    |  |   | (9,729  | ) |  |   | 3,084 



|(1) |  | Includes activity related to the Royal Elastics brand for 2007 through 2009.
|--- |  | ----------------------------------------------------------------------------



|(2) |  | Acquired from the purchase of Palladium.
|--- |  | ----------------------------------------



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EXHIBIT INDEX



|        |  |                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                       
|        | 
|21      |  | Subsidiaries of KSwiss Inc.                                                                                          
|        | 
|23      |  | Consent of Grant Thornton LLP                                                                                         
|        | 
|31.1    |  | Certification of President and Chief Executive Officer Pursuant to Exchange Act Rule 13a-14                           
|        | 
|31.2    |  | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14                                         
|        | 
|32      |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002