##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  o

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 3, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number: 333-123927
  EASTON-BELL SPORTS,
    INC.
 (Exact name of registrant as
    specified in its certificate of incorporation)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

20-1636283(IRS Employer
    Identification No.)       7855 Haskell Avenue, Suite 200
 Van Nuys, California 91406
 (Address of principal executive
    offices) (Zip Code)
  (818) 902-5800
 (Registrants telephone
    number, including area code)
      Securities registered pursuant to Section 12(b) of the
    Act:
 None
 Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  þ o
  o þ
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---





TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataReport of Independent Registered Public Accounting FirmCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITYCONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONSOLIDATED FINANCIAL STATEMENTSPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEX-21.1EX-31.1EX-31.2EX-32.1    Table of Contents  
  PART I
 
  Item 1.
    Business  818-902-5800. Form 10-K
  Overview
    Easton ® Bell ® Giro ® Riddell ®
    Industry
    Overview
  Sporting
    Goods Industry
     2




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##### Table of Contents



Baseball
    and Softball
    Ice
    Hockey
    Football
    Helmets
    Cycling
    Helmets and Related Accessories
      Helmets
    for Action Sports, including Snow Sports and
    Powersports
   3




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##### Table of Contents



Sports
    Apparel
    Our
    Brands
  Easton, Bell, Giro Riddell
    Easton. Easton Easton Easton Easton Easton
  Bell. Bell Bell Bell Bell Bell Bell
  Giro. Giro Giro Bell Giro Giro Giro
  Riddell. Riddell Riddell Riddell Riddell
 4




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##### Table of Contents



Blackburn ® Co-Pilot ® Bell,
    Savasa ® Bollinger ® MacGregor ®
  Products
    and Services
  Team
    Sports
    Baseball
    and Softball
  Easton
  Ice
    Hockey
  Easton
  Football
  Football Helmets Riddell
  Reconditioning Services and/or
    Other
    Products and Licensing
   5




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##### Table of Contents



Riddell Easton
  Riddell, Easton MacGregor Riddell Easton Easton MacGregor
    Action
    Sports
    Cycling
    and Extreme Sports
  Bell Bell Giro Easton Blackburn Bell Co-Pilot Barbie,
    Batman, Hot Wheels, Sesame Street X Games
  Helmets
  Premium Cycling Components and Accessories Blackburn 2
  Cycling Accessories Bell Co-Pilot
  Snow
    Sports
  Giro
 6




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##### Table of Contents



Powersports
  Bell
  Fitness
    Accessories
  Bell, Savasa Bollinger
  Competition
    Team
    Sports
    Action
    Sports
  Schwinn, Mongoose GT.
  Boeri,
    Carrera, Leedom, Marker, Pro-Tec, R.E.D Salomon Arai, Shoei, HJC KBC.
  Sales
    Sales
    of Team Sports Products
  Retail
    Sales
   7




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##### Table of Contents



50 in-house
  Institutional
    Sales
    Sales
    of Action Sports Products
      Marketing
  Relationships
    with Athletes, Teams and Organizations
  Easton Bell Giro Riddell
 8




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##### Table of Contents



Riddell Riddell Riddell
  Advertising
    and Promotional Events
    Design
    and Product Development
        Production,
    Sourcing and Distribution
   9




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##### Table of Contents



Seasonality
    Intellectual
    Property
    Easton Bell Giro Riddell Easton Bell Giro Riddell MacGregor Bell Giro Blackburn Riddell Barbie Hot
    Wheels Batman X Games Sesame Street
  Easton
 10




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##### Table of Contents



Easton Riddell MacGregor Bell
  Employees
    Insurance
    and Risk Management
    Governmental
    Regulation
    Financial
    Information on Geographical Areas
   
  Item 1A.
    Risk
    Factors  Economic
    conditions could adversely affect the profitability of some or
    all of our businesses.
  and/or and/or
 11




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##### Table of Contents



non-United
  and/or
  Recent
    turmoil in the financial markets could increase our cost of
    borrowing and impede access to or increase the cost of financing
    our operations and investments.
  and/or
  Our
    substantial indebtedness could adversely affect our financial
    health.
     12




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##### Table of Contents



Despite
    current indebtedness levels, we may still be able to incur
    substantially more debt. This could further exacerbate the risks
    associated with our substantial leverage.
    To
    service our indebtedness, we will require a significant amount
    of cash. Our ability to generate cash depends on many factors
    beyond our control.
    If we
    cannot compete successfully in our industries, our business may
    be adversely affected.
  Boeri, Carrera, Leedom,
    Marker, Pro-Tec, R.E.D Salomon Arai, Shoei, HJC KBC.
   13




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##### Table of Contents



Sales
    of our products may be adversely affected if we cannot
    effectively introduce new and innovative products.
    The
    value of our brand and sales of our products could be diminished
    if we, the athletes who use our products or the sport categories
    in which we compete, are associated with negative
    publicity.
        The
    success of our business is dependent on our affiliation with
    athletes, athletic associations and leagues.
  Easton Bell Giro Riddell
 14




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##### Table of Contents



Sales
    of our products will be adversely affected if we cannot satisfy
    the standards established by testing and athletic governing
    bodies.
    Our
    results of operations may suffer if we are not able to
    adequately forecast demand for our products.
    The
    loss of one or more key customers could result in a material
    loss of revenues.
    Many
    of our products or components of our products are provided by a
    limited number of third-party suppliers and manufacturers and,
    because we have limited control over these suppliers and
    manufacturers, we may not be able to obtain quality products on
    a timely basis or in sufficient quantities.
     15




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The
    cost of raw materials could affect our operating
    results.
    The
    success of our business is dependent upon our information
    systems.
    If we
    are unable to enforce and protect our intellectual property
    rights, our competitive position may be harmed.
    Easton Bell Giro Riddell. Easton
 16




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Easton
    We are
    subject to product liability, warranty and recall claims and our
    insurance coverage may not cover such claims.
      Our
    international sourcing and sales network subjects us to
    additional risks and costs, which may differ in each country in
    which we do business and may cause our profitability to
    decline.
       17




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If we
    lose key personnel and management, we may not be able to
    successfully implement our business strategy.
    We may
    not succeed in integrating an acquisition into our operations,
    which could have a material adverse effect on our operations,
    results of operations and financial condition.
    The
    seasonality of our sales may have an adverse effect on our
    operations and our ability to service our debt.
    Employment
    related matters, such as unionization, may affect our
    profitability.
    We may
    be subject to potential environmental liability.
   18




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##### Table of Contents



If we
    fail to maintain an effective system of internal controls, we
    may not be able to accurately report our financial results. As a
    result, current and potential investors could lose confidence in
    our financial reporting.
     
  Item 1B.
    Unresolved
    Staff Comments   
  Item 2.
    Properties    Leased

OwnedLocation

Primary Use

Business Segment

Sq. Ft.

Sq. Ft.Van Nuys, CA

Corporate Headquarters and Offices

Team and Action Sports


99,000Santa Cruz, CA

Offices and Research and Development

Action Sports


32,000Irving, TX

Offices

Action Sports


27,000Chicago, IL

Offices and Research and Development

Team Sports


21,000Rantoul, IL

Offices, Manufacturing and Warehouse

Team and Action Sports


754,000York, PA

Warehouse

Action Sports






465,000Salt Lake City, UT

Warehouse

Team Sports


142,000Elyria, OH

Offices, Reconditioning and Warehouse

Team Sports


135,000Montreal, Canada

Offices, Manufacturing and Warehouse

Team Sports


98,000Tijuana, Mexico

Offices, Manufacturing and Warehouse

Team and Action Sports


80,000San Antonio, TX

Reconditioning

Team Sports


59,000Stroudsburg, PA

Manufacturing and Reconditioning

Team Sports


46,000    19




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##### Table of Contents



Item 3.
    Legal
    Proceedings   
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   
  PART II
 
  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities   20




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Fiscal Year


Fiscal Year


Fiscal Year


Fiscal Year


Fiscal YearEnded


Ended


Ended


Ended


EndedJanuary 3,


December 29,


December 30,


December 31,


December 31,2009


2007


2006


2005


2004(Dollars in millions)Statement of Operations Data:Net sales

$
775.5


$
724.6


$
639.0


$
379.8


$
165.9Cost of sales(1)


509.1



475.6



426.1



244.9



113.8Gross profit


266.4



249.0



212.9



134.9



52.1Selling, general and administrative expenses


179.2



170.0



164.3



95.4



50.1Restructuring and other infrequent expenses


0.5



0.6



0.9



1.7



Amortization of intangibles


13.4



13.2



12.6



8.5



4.6Gain on sale of property, plant and equipment






(2.3
)










Income (loss) from operations


73.3



67.5



35.1



29.3



(2.6
)Interest expense, net


41.9



41.6



42.4



21.9



18.6Income (loss) before taxes


31.4



25.9



(7.3
)


7.4



(21.2
)Income tax expense (benefit)


18.0



11.4



(1.4
)


4.3



(8.1
)Net income (loss)

$
13.4


$
14.5


$
(5.9
)

$
3.1


$
(13.1
)Other Financial Data:Capital expenditures

$
17.6


$
16.8


$
12.8


$
5.0


$
1.6   As of


As of


As of


As of


As ofJanuary 3,


December 29,


December 30,


December 31,


December 31,2009


2007


2006


2005


2004(Dollars in millions)Balance Sheet Data:Cash and cash equivalents

$
41.3


$
16.9


$
9.9


$
3.6


$
1.4Total assets


997.6



956.5



948.1



480.7



470.6Total debt(2)


455.9



475.6



476.2



248.9



250.1Total stockholders equity


347.0



341.0



318.2



133.9



125.5     (1)
    
    Cost of sales included $19.0 million and $14.2 million
    of costs resulting from the purchase accounting
    write-up of
    inventories to fair value for the periods ended
    December 30, 2006 and December 31, 2004, respectively.
    Expenses of approximately $2.0 million and
    $1.7 million previously recorded in cost of sales in 2005
    and 2004, respectively, have been reclassified to selling,
    general and administrative expenses to conform to the current
    year presentation.(2)
    
    Total debt as of December 31, 2005 and December 31,
    2004 includes long-term debt payable under our then existing
    senior secured credit facility prior to it being refinanced in
    connection with the acquisition of Easton. 21




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Uncertainty
    of Forward-Looking Statements and Information
      Overview
  Easton Bell Giro Riddell
      How We
    Assess the Performance of Our Business
   22




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##### Table of Contents



Net
    Sales
    Cost
    of Sales
    Gross
    Profit
  first-in,
  Selling,
    General and Administrative Expenses
   23




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##### Table of Contents



Results
    of Operations
    % of Net





% of Net





% of Net2008


Sales


2007


Sales


2006


Sales(Dollars in millions)Net sales

$
775.5



100.0
%

$
724.6



100.0
%

$
639.0



100.0
%Cost of sales


509.1



65.6



475.6



65.6



426.1



66.7Gross profit


266.4



34.4



249.0



34.4



212.9



33.3Selling, general and administrative expenses


179.2



23.1



170.0



23.5



156.0



24.4Management expenses


















8.3



1.3Restructuring and other infrequent expenses


0.5



0.1



0.6



0.1



0.9



0.1Amortization of intangibles


13.4



1.7



13.2



1.8



12.6



2.0Gain on the sale of property, plant and equipment










(2,3
)


(0.3
)






Income from operations


73.3



9.5



67.5



9.3



35.1



5.5Interest expense, net


41.9



5.4



41.6



5.7



42.4



6.6Income (loss) before income taxes


31.4



4.1



25.9



3.6



(7.3
)


(1.1
)Income tax expense (benefit)


18.0



2.3



11.4



1.6



(1.4
)


(0.2
)Net income (loss)


13.4



1.8



14.5



2.0



(5.9
)


(0.9
)Other comprehensive income (loss):Foreign currency translation adjustment


(11.3
)


(1.5
)


5.5



0.8



(0.1
)


Comprehensive income (loss)

$
2.1



0.3
%

$
20.0



2.8
%

$
(6.0
)


(0.9
)%   2008
    compared to 2007
    
    provision for excess and obsolete inventory write-offs of
    $6.0 million;
    foreign currency transaction loss of $1.2 million;
    research and development expenses of $13.3 million;
    product liability settlement and litigation expenses of
    $7.1 million;
    provision for allowance for doubtful accounts of
    $5.5 million;
    equity compensation expense of $3.9 million;
    expenses of $1.8 million related to severing executives and
    reorganizing the Company;
    restructuring and other infrequent expenses of
    $0.5 million, related to the closure of our Van Nuys,
    California manufacturing facility;
    interest expense (net) of $41.9 million; and
    income tax expense of $18.0 million. 24




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##### Table of Contents




    provision for excess and obsolete inventory write-offs of
    $5.0 million;
    foreign currency transaction gains of $1.7 million;
    research and development expenses of $12.6 million;
    product liability settlement and litigation expenses of
    $4.9 million;
    provision for allowance for doubtful accounts of
    $3.3 million;
    consulting fees related to the Sarbanes-Oxley compliance program
    of $3.2 million;
    expenses of $3.0 million related to severing executives and
    reorganizing the Company;
    equity compensation expense of $2.8 million;
    restructuring and other infrequent expenses of
    $0.6 million, primarily related to the closure of our Van
    Nuys, California manufacturing facility;
    gain on sale of property, plant and equipment of
    $2.3 million;
    interest expense (net) of $41.6 million; and
    income tax expense of $11.4 million.  Net
    Sales
    Change2008


2007


$


%(Dollars in millions)Team Sports

$
433.7


$
416.5


$
17.2



4.1
%Action Sports


341.8



308.1



33.7



10.9
%$
775.5


$
724.6


$
50.9



7.0
%     Cost of
    Sales
    2008


2007% of





% of$


Net Sales


$


Net Sales(Dollars in millions)Team Sports

$
263.2



60.7
%

$
256.6



61.6
%Action Sports


245.9



71.9
%


219.0



71.1
%$
509.1



65.6
%

$
475.6



65.6
%    25




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##### Table of Contents



Gross
    Profit
    2008


2007% of





% of$


Net Sales


$


Net Sales(Dollars in millions)Team Sports

$
170.5



39.3
%

$
159.9



38.4
%Action Sports


95.9



28.1
%


89.1



28.9
%$
266.4



34.4
%

$
249.0



34.4
%     Selling,
    General and Administrative Expenses
    Restructuring
    and Other Infrequent Expenses
    Amortization
    of Intangibles
    Interest
    Expense, Net
    Income
    Tax Expense
   26




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##### Table of Contents



2007
    compared to 2006
    
    provision for excess and obsolete inventory write-offs of
    $5.0 million;
    foreign currency transaction gains of $1.7 million;
    research and development expenses of $12.6 million;
    product liability settlement and litigation expenses of
    $4.9 million;
    consulting fees related to the Sarbanes-Oxley compliance program
    of $3.2 million;
    expenses of $3.0 million related to severing executives and
    reorganizing the Company;
    equity compensation expense of $2.8 million;
    restructuring and other infrequent expenses of
    $0.6 million, primarily related to the closure of our Van
    Nuys, California manufacturing facility;
    gain on sale of property, plant and equipment of
    $2.3 million;
    interest expense (net) of $41.6 million; and
    income tax expense of $11.4 million.    
    amortization of $19.0 million of purchase price
    write-up of
    inventory to fair market value in relation to the Easton
    acquisition, which was charged to cost of sales;
    settlement of lawsuits, which resulted in $8.1 million of
    expense;
    expenses of $7.5 million related to severing executives and
    reorganizing the combined company;
    equity compensation expense of $3.1 million, comprised of
    $0.8 million related to the redemption of vested units
    under the 2003 Equity Plan and $2.3 million related to the
    2006 Equity Plan;
    consulting fees related to the Sarbanes-Oxley compliance program
    of $0.8 million;
    management expenses of $8.3 million, which reflect a
    $7.5 million payment to satisfy our contractual obligations
    to pay future management expenses;
    restructuring and other infrequent expenses of
    $0.9 million, primarily related to the closure of our
    Chicago, Illinois manufacturing facility;
    an increase in amortization of intangible assets of
    $4.1 million related to the Easton acquisition; and
    interest expense (net) of $42.4 million related to higher
    debt levels in 2006 as a result of the Easton acquisition.  Net
    Sales
   27




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##### Table of Contents



Change Due toChange


Acquisitions2007


2006


$


%


$


%(Dollars in millions)Team Sports

$
416.5


$
347.8


$
68.7



19.8
%

$
62.9



18.1
%Action Sports


308.1



291.2



16.9



5.8
%


5.4



1.9
%$
724.6


$
639.0


$
85.6



13.4
%

$
68.3



10.7
%   Giro
    2007


2006% of





% of


Change Due to$


Net Sales


$


Net Sales


Acquisitions(Dollars in millions)Net sales

$
724.6



100.0
%

$
639.0



100.0
%

$
68.3Cost of sales


475.6



65.6
%


426.1



66.7
%


27.0Gross profit


249.0



34.4
%


212.9



33.3
%


41.3Selling, general and administrative expenses


170.0



23.5
%


156.0



24.4
%


10.5Management expenses










8.3



1.3
%


Restructuring and other infrequent expenses


0.6



0.1
%


0.9



0.1
%


Amortization of intangibles


13.2



1.8
%


12.6



2.0
%


0.6Gain on sale of property, plant and equipment


(2.3
)


(0.3
)%










(0.5
)Income from operations

$
67.5



9.3
%

$
35.1



5.5
%

$
30.7   Cost of
    Sales
   28




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##### Table of Contents



Gross
    Profit
  write-up
  Selling,
    General and Administrative Expenses
    Management
    Expenses
    Restructuring
    and Other Infrequent Expenses
    Amortization
    of Intangibles
    Gain on
    Sale of Property, Plant and Equipment
    Interest
    Expense, Net
   29




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##### Table of Contents



Income
    Tax Expense (Benefit)
    Restructuring
    and Other Infrequent Expenses
    No. 95-3, Recognition of Liabilities in Connection with a
    Purchase Business Combination
  FacilityEmployee


ClosureSeverance


Costs


Total(Dollars in millions)Balance as of December 31, 2005

$



$



$
Provision


2.1



2.2



4.3Less: Cash Activity


(0.2
)






(0.2
)Balance as of December 30, 2006


1.9



2.2



4.1Provision






0.5



0.5Less: Cash Activity


(1.7
)


(2.3
)


(4.0
)Balance as of December 29, 2007


0.2



0.4



0.6Provision






0.5



0.5Less: Cash Activity


(0.1
)


(0.9
)


(1.0
)Balance as of January 3, 2009

$
0.1


$



$
0.1     Quarterly
    Results
   30




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##### Table of Contents



For the Following Quarterly PeriodsFirst


Second


Third


Fourth(Dollars in millions)(Unaudited)2008:Net sales

$
182.1


$
220.8


$
203.4


$
169.2Gross profit


61.0



81.4



72.9



51.1Income from operations


13.9



31.7



23.4



4.3Net income (loss)


2.4



15.5



6.3



(10.8
)2007:Net sales

$
174.6


$
206.4


$
188.5


$
155.1Gross profit


58.5



76.4



65.4



48.7Income from operations


13.1



29.7



22.6



2.1Net income (loss)


1.3



12.1



6.8



(5.7
)   Liquidity
    and Capital Resources
    Senior
    Secured Credit Facility
     31




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##### Table of Contents



Senior
    Subordinated Notes
      Other
    Matters
       32




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##### Table of Contents



Outlook
    
    Economic Climate.  The uncertain worldwide
    economic environment could cause the reported financial
    information not to be necessarily indicative of future operating
    results or of future financial condition.
    Retail Market Conditions.  As a result of the
    slowing U.S. economic conditions, the retail market for
    sports equipment has slowed and is extremely competitive, with
    strong pressure from retailers for lower prices. However,
    despite these trends, we are confident that our focus on
    innovation and providing the best in class products
    will be successful, albeit at a slower pace, during these
    softer economic times.
    ERP Implementation.  We continue to plan for
    our long-term growth by investing in our operations management
    and infrastructure. We are in the process of implementing
    SAPs ERP system, an enterprise-wide software platform
    encompassing finance, sales and distribution, manufacturing and
    materials management. This program will ultimately replace the
    various software platforms used in our business operations, many
    of which are legacy platforms used by our predecessor companies.
    We expect that this enterprise-wide software solution will
    enable management to better and more efficiently conduct our 33




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##### Table of Contents



operations and gather, analyze and assess information across all
    business segments and geographic locations. However, we may
    experience difficulties in implementing ERP in our business
    operations or in operating our business under SAPs ERP,
    any of which could disrupt our operations, including our ability
    to timely ship and track product orders to customers, project
    inventory requirements, manage our supply chain and otherwise
    adequately service our customers. Further, the cost to implement
    SAPs ERP could be higher than initially anticipated. We
    employ an implementation team of specialists and expect to
    complete our phased roll-out of SAPs ERP across all of our
    businesses in 2009. When completed, we expect that the system
    will streamline reporting and enhance internal controls.  
    Operations and Manufacturing.  A significant
    part of our strategic plan involves streamlining our
    distribution, logistics and manufacturing operations. As a
    result of this, a critical component of our long-term growth
    plans reflect investment in operations management and
    infrastructure to bring uniform methodologies to inventory
    management, optimize transportation, improve manufacturing
    efficiencies and provide a high level of service to our
    customers. To facilitate this process we made organizational
    changes in 2008 to better position us to:  
    Enhance margins through development of a sourcing strategy to
    reduce product costs and inventory levels
    Improve logistics capabilities to better service customers
    Leverage SAP ERP capabilities as the organization finalizes its
    transition to one software platform    
    Interest Expense and Debt Repayment.  In
    connection with our acquisition of Easton, we entered into a
    senior secured credit facility providing for a
    $335.0 million term loan facility, a $70.0 million
    U.S. revolving credit facility and a Cdn$12.0 million
    Canadian revolving credit facility. As of January 3, 2009,
    the outstanding principal balance under our term loan facility
    was $315.8 million and we had zero outstanding under our
    U.S. and Canadian revolving credit facilities. We expect
    our interest expense in 2009 to decrease due to reduced debt
    levels, lower borrowing rates and the impact of our interest
    rate swap agreement.  Contractual
    Requirements
    Payments Due by PeriodTotal


2009


2010 to 2011


2012 to 2013


2014 and Beyond(Dollars in thousands)Long-term debt(1)

$
455,788


$
12,405


$
6,700


$
436,683


$
Interest payments related to long-term debt(2)


95,359



28,103



55,193



12,063



Capital lease obligations(3)


186



34



64



64



24Operating lease obligations


33,175



8,458



12,641



7,525



4,551Sponsorship/royalty agreements


13,669



6,111



5,813



1,285



460Total contractual cash obligations

$
598,177


$
55,111


$
80,411


$
457,620


$
5,035   34




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##### Table of Contents



Amount of Commitment Expiration per PeriodTotal

2009

2010 to 2011

2012 to 2013

2014 and BeyondStandby letters of credit and similar instruments

$
3,772


$
3,772


$



$



$
Total commercial commitments and letters of credit

$
3,772


$
3,772


$



$



$
     (1)
    
    Amounts include obligations pursuant to the senior secured
    credit facility and senior subordinated notes that were
    outstanding on January 3, 2009. See Liquidity and
    Capital Resources.(2)
    
    Estimated interest payments are calculated assuming current
    interest rates over minimum maturity periods specified in debt
    agreements. Debt may be repaid sooner or later than such minimum
    maturity periods.(3)
    
    Amounts include interest on capital lease obligations.  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Revenue Recognition.
  Accounts Receivable and Allowances.
  Inventories. first-in, product-by-product
 35




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##### Table of Contents



Long-Lived and Finite-Lived Intangible
    Assets. Goodwill and Other Intangible Assets
    Income Taxes. Accounting for Income
    Taxes.
  Product Liability Litigation Matters and
    Contingencies. and/or
  Derivative Instruments and Hedging
    Activity.
  Warranty Liability.
 36




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##### Table of Contents



Stock-Based Compensation.
    Recent
    Accounting Pronouncements
  Fair Value Measurements No. 157-2,
  The
    Fair Value Option for Financial Assets and
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Business Combinations
  Disclosures about Derivative Instruments and Hedging
    Activities
 37




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##### Table of Contents



FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 Goodwill and Other Intangible Assets FAS 142-3 FAS 142-3 FAS 142-3
   
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Foreign
    Currency Risk
         38




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##### Table of Contents



Interest
    Rate Risk
     39




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data    PageReport of Independent Registered Public Accounting Firm


41Consolidated Balance Sheets as of January 3, 2009 and
    December 29, 2007


42Consolidated Statements of Operations and Comprehensive Income
    (Loss) for the fiscal years ended January 3, 2009,
    December 29, 2007 and December 30, 2006


43Consolidated Statements of Stockholders Equity for the
    fiscal years ended January 3, 2009, December 29, 2007
    and December 30, 2006


44Consolidated Statements of Cash Flows for the fiscal years ended
    January 3, 2009, December 29, 2007 and
    December 30, 2006


45Notes to Consolidated Financial Statements


46   Form 10-K
 40




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
               41




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  January 3,


December 29,2009


2007(Amounts in thousands, except share and per share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
41,301


$
16,923Accounts receivable, net


213,561



200,380Inventories, net


147,163



135,335Prepaid expenses


8,183



9,774Deferred taxes


9,128



6,782Other current assets


7,605



5,450Total current assets


426,941



374,644Property, plant and equipment, net


45,874



40,622Deferred financing fees, net


12,055



15,633Intangible assets, net


303,818



317,225Goodwill


203,456



203,441Other assets


5,501



4,925Total assets

$
997,645


$
956,490LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
12,405


$
3,350Revolving credit facility






5,500Current portion of capital lease obligations


22



21Accounts payable


81,245



60,586Accrued expenses


50,397



42,338Total current liabilities


144,069



111,795Long-term debt, less current portion


443,383



466,625Capital lease obligations, less current portion


123



145Deferred taxes


39,794



25,058Other noncurrent liabilities


23,252



11,880Total liabilities


650,621



615,503Stockholders equity:Common stock: $0.01 par value, 100 shares authorized,
    100 shares issued and outstanding at January 3, 2009
    and December 29, 2007






Additional paid-in capital


341,197



337,277Retained earnings (deficit)


11,373



(2,040
)Accumulated other comprehensive (loss) income


(5,546
)


5,750Total stockholders equity


347,024



340,987Total liabilities and stockholders equity

$
997,645


$
956,490    42




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
    (LOSS)
  Fiscal Year Ended


Fiscal Year Ended


Fiscal Year EndedJanuary 3,


December 29,


December 30,2009


2007


2006(Amounts in thousands)Net sales

$
775,539


$
724,639


$
638,973Cost of sales


509,127



475,656



426,109Gross profit


266,412



248,983



212,864Selling, general and administrative expenses


179,187



170,022



155,993Management expenses










8,250Restructuring and other infrequent expenses


492



589



908Amortization of intangibles


13,407



13,220



12,572Gain on sale of property, plant and equipment






(2,339
)


Income from operations


73,326



67,491



35,141Interest expense, net


41,909



41,590



42,401Income (loss) before income taxes


31,417



25,901



(7,260
)Income tax expense (benefit)


18,004



11,432



(1,408
)Net income (loss)


13,413



14,469



(5,852
)Other comprehensive income (loss):Foreign currency translation adjustment


(11,296
)


5,511



(126
)Comprehensive income (loss)

$
2,117


$
19,980


$
(5,978
)    43




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
  Additional


Retained


Cumulative


TotalCommon


Paid-in


Earnings


Translation


StockholdersShares


Capital


(Deficit)


Adjustment


Equity(Amounts in thousands, except share data)Balance as of December 31, 2005


100


$
144,226


$
(10,657
)

$
365


$
133,934Capital contributed in connection with the Easton acquisition






191,367











191,367Capital distribution






(4,270
)










(4,270
)Other capital contributions by Parent






760











760Equity compensation expense






2,349











2,349Net loss in 2006










(5,852
)






(5,852
)Foreign currency translation adjustment














(126
)


(126
)Balance as of December 30, 2006


100



334,432



(16,509
)


239



318,162Equity compensation expense






2,845











2,845Net income in 2007










14,469







14,469Foreign currency translation adjustment














5,511



5,511Balance as of December 29, 2007


100



337,277



(2,040
)


5,750



340,987Equity compensation expense






3,920











3,920Net income in 2008










13,413







13,413Foreign currency translation adjustment














(11,296
)


(11,296
)Balance as of January 3, 2009


100


$
341,197


$
11,373


$
(5,546
)

$
347,024    44




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Fiscal Year Ended


Fiscal Year Ended


Fiscal Year EndedJanuary 3,


December 29,


December 30,2009


2007


2006(Amounts in thousands)Cash flows from operating activities:Net income (loss)

$
13,413


$
14,469


$
(5,852
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


25,622



23,126



20,879Amortization of deferred financing fees


3,578



3,638



3,260Deferred financing fees of old debt written-off










1,613Equity compensation expense


3,920



2,845



2,349Deferred income tax expense (benefit)


12,390



4,282



(5,120
)Effect of purchase accounting inventory
    write-up










19,010Writedown of inventory










391Gain on sale of property, plant and equipment






(2,339
)


Disposal of property, plant and equipment


12



382



164Changes in operating assets and liabilities, net of effects from
    purchase of businesses:Accounts receivable, net


(17,583
)


(14,615
)


(13,523
)Inventories, net


(14,606
)


1,823



(15,156
)Other current and noncurrent assets


(1,155
)


(1,083
)


1,317Accounts payable


21,381



3,328



21,269Accrued expenses


9,351



(18,723
)


(6,857
)Other current and noncurrent liabilities


11,372



(784
)


(139
)Net cash provided by operating activities


67,695



16,349



23,605Cash flows from investing activities:Purchase of property, plant and equipment


(17,618
)


(16,827
)


(12,789
)Proceeds from sale of property, plant and equipment






3,331



Settlement of preacquisition contingency






4,920



Purchase of businesses, net of cash acquired






(1,534
)


(407,415
)Net cash used in investing activities


(17,618
)


(10,110
)


(420,204
)Cash flows from financing activities:Proceeds from revolving credit facility


53,000



107,100



104,154Payments on revolving credit facility


(58,500
)


(105,100
)


(100,654
)Payments on new senior term notes


(14,187
)


(2,513
)


(2,512
)Proceeds from issuance of senior term notes










335,000Payments on old senior term notes










(108,625
)Capital contribution










192,127Capital distribution










(4,270
)Payments on capital lease obligations


(21
)


(44
)


(62
)Payment of debt issuance costs










(12,166
)Net cash (used in) provided by financing activities


(19,708
)


(557
)


402,992Effect of exchange rate changes on cash and cash equivalents


(5,991
)


1,342



(126
)Increase in cash and cash equivalents


24,378



7,024



6,267Cash and cash equivalents, beginning of year


16,923



9,899



3,632Cash and cash equivalents, end of year

$
41,301


$
16,923


$
9,899    45




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Amounts in thousands, except as specified)
  1.
    Business
    and Summary of Significant Accounting Policies  Organization
    and Business
  Form 10-K
  Easton Bell Giro Riddell
  Reporting
    Period
    Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Accounts
    Receivable and Concentration of Credit Risk
   46




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  first-in, product-by-product
  2008


2007Raw materials

$
17,083


$
14,862Work-in-process


2,567



1,928Finished goods


127,513



118,545$
147,163


$
135,335   Property,
    Plant and Equipment
    Buildings and leasehold improvements

Ten to twenty yearsMachinery and equipment

Three to seven yearsOffice equipment and furniture

Three to five yearsComputer equipment and software

Three to five years     2008


2007Land

$
105


$
105Building and leasehold improvements


10,804



9,384Machinery and equipment


23,095



16,769Office equipment and furniture


3,017



4,073Computer equipment and software


22,911



12,813Construction in progress


10,165



11,92570,097



55,069Less accumulated depreciation


(24,223
)


(14,447
)$
45,874


$
40,622     98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use.
 47




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
    and Intangible Assets
  Goodwill and Other Intangible Assets
      January 3, 2009


December 29, 2007Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmounts


Amortization


Amounts


AmortizationAmortized intangible assets:Trademarks and tradenames

$
1,702


$
(1,333
)

$
1,702


$
(1,086
)Customer relationships


59,180



(25,484
)


59,180



(20,042
)Patents


60,345



(23,358
)


60,345



(16,900
)Licensing and other


5,900



(3,518
)


5,900



(2,258
)Total

$
127,127


$
(53,693
)

$
127,127


$
(40,286
)Indefinite-lived intangible assets:Trademarks

$
230,384






$
230,384     Riddell Riddell Riddell
 48




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Bell Giro Blackburn Bell Giro Blackburn
  Bell Giro Blackburn
  Easton Easton
    Team


ActionSports


Sports


ConsolidatedBalance as of December 30, 2006

$
146,897


$
60,430


$
207,327Adjustment to purchase price allocations


(4,920
)






(4,920
)Acquisitions






1,034



1,034Balance as of December 29, 2007


141,977



61,464



203,441Adjustment to purchase price allocations


15







15Balance as of January 3, 2009

$
141,992


$
61,464


$
203,456       Long-Lived
    Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
 49




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Financing Fees
    Income
    Taxes
  Accounting for Income Taxes.
  Revenues
    Warranty
    Obligations
      Year Ended2008


2007Beginning of year

$
3,390


$
2,981Warranty costs incurred during the period


(5,975
)


(5,825
)Warranty expense recorded during the period


6,248



6,234End of year

$
3,663


$
3,390  50




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Costs
    Shipping
    and Handling
    Research
    and Development Expenses
    Use of
    Estimates
    Foreign
    Currency Translation
    Fair
    Values of Financial Instruments
    Stock-Based
    Employee Compensation
   51




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
  Fair Value Measurements No. 157-2,
  The
    Fair Value Option for Financial Assets and
    Liabilities  Including an amendment of FASB Statement
    No. 115
  Business Combinations
  Disclosures about Derivative Instruments and Hedging
    Activities
  FAS 142-3, Determination of the Useful Life of Intangible Assets FAS 142-3). FAS 142-3 Goodwill and
 52




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other Intangible Assets FAS 142-3 FAS 142-3 FAS 142-3
    2.
    Restructuring    No. 95-3,
  FacilityEmployee


ClosureSeverance


Costs


TotalBalance as of December 31, 2005

$



$



$
Costs accrued during purchase accounting


2,100



2,238



4,338Less: Paid during the year


(210
)






(210
)Balance as of December 30, 2006


1,890



2,238



4,128Costs accrued and expensed in 2007






487



487Less: Paid during the year


(1,694
)


(2,355
)


(4,049
)Balance as of December 29, 2007


196



370



566Costs accrued and expensed in 2008






492



492Less: Paid during the year


(50
)


(862
)


(912
)Balance as of January 3, 2009

$
146


$



$
146    53




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Long-term
    Debt    2008


2007Senior Secured Credit Facility:Term loan facility

$
315,788


$
329,975U.S. revolving credit facility






5,5008.375% Senior subordinated notes due 2012


140,000



140,000Capital lease obligations


145



166Total long-term debt


455,933



475,641Less current maturities of long-term debt


(12,427
)


(8,871
)Long-term debt, less current portion

$
443,506


$
466,770        54




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            SeniorSubordinated


CapitalFiscal Year Ending

Term Loan


Notes


Leases


Total2009

$
12,405


$



$
22


$
12,4272010


3,350







22



3,3722011


3,350







24



3,3742012


296,683



140,000



26



436,7092013










28



28Thereafter










23



23$
315,788


$
140,000


$
145


$
455,933        55




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    EITF 96-19, Debtors Accounting for a Modification or Exchange
    of Debt Instruments,
     56




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Accrued
    Expenses    2008


2007Salaries, wages, commissions and bonuses

$
13,717


$
6,875Advertising


4,919



5,017Restructuring


146



566Defective products


656



938Rebates


4,160



4,412Warranty


3,663



3,390Product liability  current portion


3,647



2,443Royalties


1,771



1,858Interest


6,335



3,227Other


11,383



13,612$
50,397


$
42,338   5.
    Leases    Capital


OperatingFiscal Year Ending

Leases


Leases2009

$
34


$
8,4582010


32



7,0712011


32



5,5702012


32



4,8362013


32



2,689Thereafter


24



4,551Total minimum lease payments


186


$
33,175Less amount representing interest


(41
)Present value of minimum lease payments, including current
    maturities of $22

$
145     2008


2007Leasehold improvements

$
247


$
247Furniture and fixtures


19



19266



266Less accumulated depreciation


(160
)


(139
)$
106


$
127    57




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Employee
    Benefit Plans      7.
    Segment
    Information      Team


ActionSports


Sports


ConsolidatedYear ended January 3, 2009:Net sales

$
433,722


$
341,817


$
775,539Income from operations


73,049



35,587



108,636Depreciation


6,601



5,614



12,215Capital expenditures


10,540



7,078



17,618Year ended December 29, 2007:Net sales

$
416,558


$
308,081


$
724,639Income from operations


70,790



30,187



100,977Depreciation


4,629



4,017



8,646Capital expenditures


10,432



6,395



16,827Year ended December 30, 2006:Net sales

$
347,791


$
291,182


$
638,973Income from operations


38,637



32,849



71,486Depreciation


4,219



4,088



8,307Capital expenditures


2,828



9,961



12,789   58




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Team


ActionSports


Sports


ConsolidatedAssetsJanuary 3, 2009

$
609,793


$
387,852


$
997,645December 29, 2007


589,965



366,525



956,490   Fiscal Year2008


2007


2006Segment income from operations

$
108,636


$
100,977


$
71,486Equity compensation expense


(3,920
)


(2,845
)


(3,097
)Restructuring and other infrequent expenses


(492
)


(589
)


(908
)Amortization of intangibles


(13,407
)


(13,220
)


(12,572
)Management expenses










(8,250
)Corporate expenses


(17,491
)


(16,832
)


(11,518
)Consolidated income from operations

$
73,326


$
67,491


$
35,141   (a)
    The following table summarizes net sales by product line. The
    categorization of the Companys products into product lines
    is based on the characteristics of the individual products and
    is subject to judgment in some cases and can vary over time. In
    instances where products move between product lines, the Company
    reclassifies the amounts in the product lines for all prior
    periods. Such reclassifications typically do not materially
    change the sizing of, or the underlying trends of results within
    each product line.  2008

2007

2006% of



% of



% ofNet Sales

Net Sales

Net Sales

Net Sales

Net Sales

Net SalesTeam SportsBaseball and softball products

$
156,692



20.3
%

$
151,103



20.9
%

$
107,287



16.8
%Ice hockey products


117,357



15.1



112,307



15.5



94,078



14.7Football products and reconditioning


83,164



10.7



75,762



10.5



72,818



11.4Other products and licensing


76,509



9.9



77,386



10.7



73,608



11.5$
433,722



56.0
%

$
416,558



57.6
%

$
347,791



54.4
%Action SportsCycling helmets

$
149,745



19.3
%

$
133,799



18.5
%

$
117,589



18.4
%Snow sports helmets


36,460



4.7



28,702



3.9



32,374



5.1Powersports products


14,301



1.8



16,284



2.2



16,231



2.5Premium cycling components and accessories


50,352



6.5



45,813



6.3



37,032



5.8Fitness accessories


17,707



2.3



15,201



2.1



17,844



2.8Cycling accessories


73,252



9.4



68,282



9.4



70,112



11.0$
341,817



44.0
%

$
308,081



42.4
%

$
291,182



45.6
%Total Net Sales

$
775,539



100.0
%

$
724,639



100.0
%

$
638,973



100.0
%  59




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (b)
    
    Net sales by customer location for 2008, 2007 and 2006 were as
    follows:  2008

2007

2006North America

$
661,729


$
628,186


$
546,778Europe


85,942



70,774



77,841Other


27,868



25,679



14,354$
775,539


$
724,639


$
638,973   (c)
    
    Property, plant and equipment, net by location as of
    January 3, 2009 and December 29, 2007 was as follows:  2008

2007North America

$
39,013


$
34,279Other


6,861



6,343$
45,874


$
40,622   (d)
    
    Total assets by location as of January 3, 2009 and
    December 29, 2007 was as follows:  2008

2007North America

$
982,026


$
939,808Other


15,619



16,682$
997,645


$
956,490   8.
    Product
    Liability, Litigation and Other Contingencies  Product
    Liability
  and/or
    Litigation
    and Other Contingencies
   60




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Income
    Taxes            2008


2007


2006Current tax expense (benefit):Federal

$
499


$
(416
)

$
State


1,167



641



800Foreign


3,948



6,925



2,9125,614



7,150



3,712Deferred tax expense (benefit):Federal


10,612



3,875



(2,916
)State


1,964



587



(1,082
)Foreign


(186
)


(180
)


(1,122
)12,390



4,282



(5,120
)Income tax expense (benefit)

$
18,004


$
11,432


$
(1,408
)  61




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Provision for income taxes at United States federal statutory
    rate of 35%

$
10,996


$
9,065


$
(2,541
)State and local income taxes, net of federal income tax effect


2,641



798



247Taxes on foreign income which differ from the United States
    statutory rate


111



173



(160
)Non-deductible equity compensation expense


1,372



996



1,084Tax effect of other permanent items


1,771



400



329Other


1,113







(367
)$
18,004


$
11,432


$
(1,408
)     2008


2007Deferred income tax assets:Receivable reserves

$
2,931


$
1,537Inventory


2,812



4,032Accrued expenses and reserves


6,510



3,788Net operating loss carryforwards


36,569



50,105Hedging assets


2,923



Other


2,029



1,022Total deferred tax assets


53,774



60,484Deferred income tax liabilities:Property, plant and equipment


834



144Intangible assets


76,741



71,418Other


352



685Total deferred tax liabilities


77,927



72,247Valuation allowance


(6,513
)


(6,513
)Total net deferred income tax liability

$
(30,666
)

$
(18,276
)    62




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Domestic

$
18,032


$
10,924


$
(16,515
)Foreign


13,385



14,977



9,255Income (loss) before income taxes

$
31,417


$
25,901


$
(7,260
)   non-U.S. subsidiaries
    10.
    Derivative
    Instruments and Hedging Activity  Accounting for Derivative Instruments
    and Hedging Activities
      Level 1:
  Level 2:
  Level 3:
 63




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Fair Value Measurements at Reporting Date UsingQuoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs(Level 1)


(Level 2)


(Level 3)Assets:Foreign currency exchange forward contracts

$



$



$
Liabilities:Interest rate swap

$



$
7,657


$
   11.
    Stock-Based
    Employee Compensation   64




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2008

2007

2006Expected term

4 years

4 years

4 yearsDividend yield

0.0%

0.0%

0.0%Forfeiture rate

7.7%

7.7%

7.7%Risk-free interest rate

1.5 to 2.0%

5.2%

4.9%Expected volatility(1)

39.0 to 46.0%

46.0%

46.0%     (1)
    
    Expected volatility is based upon a peer group of companies
    given no historical data for the Units.        2008

2007

2006Equity compensation expense

$
3,920


$
2,845


$
3,097  65




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted AverageNumber of


Grant DateUnits


Fair ValueOutstanding at December 31, 2005


20,233,228


$
1.36Redeemed


(4,987,176
)

$
1.41Cancelled


(13,988,442
)

$
1.35Granted


32,198,435


$
2.14Forfeited


(2,568,309
)

$
2.09Outstanding at December 30, 2006


30,887,736


$
2.11Granted


1,050,000


$
1.76Forfeited


(4,880,747
)

$
2.11Outstanding at December 29, 2007


27,056,989


$
2.10Granted


9,777,576


$
1.52Forfeited


(8,936,009
)

$
2.09Outstanding at January 3, 2009


27,898,556


$
1.90Vested Units at December 29, 2007


5,588,763


$
2.01Vested Units at January 3, 2009


9,988,651


$
1.96   12.
    Related
    Party Transactions     66




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Easton Easton
           67




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Supplemental
    Guarantor Condensed Financial Information     68




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    January 3, 2009
  Guarantor


Non-GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
14,829


$
9,823


$
16,649


$



$
41,301Accounts receivable, net






190,615



22,946







213,561Inventories, net






133,933



13,230







147,163Prepaid expenses


1,246



6,638



299







8,183Deferred taxes






9,128











9,128Other current assets






7,492



113







7,605Total current assets


16,075



357,629



53,237







426,941Property, plant and equipment, net


16,884



28,105



885







45,874Deferred financing fees, net


12,055















12,055Investments and intercompany receivables


407,926



97,353



5,352



(510,631
)


Intangible assets, net






297,740



6,078







303,818Goodwill


16,195



182,070



5,191







203,456Other assets


5,501















5,501Total assets

$
474,636


$
962,897


$
70,743


$
(510,631
)

$
997,645LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
12,405


$



$



$



$
12,405Current portion of capital lease obligations






22











22Accounts payable






76,438



4,807







81,245Accrued expenses


3,118



38,881



8,398







50,397Total current liabilities


15,523



115,341



13,205







144,069Long-term debt, less current portion


443,383















443,383Capital lease obligations, less current portion






123











123Deferred taxes






39,794











39,794Other noncurrent liabilities






15,819



7,433







23,252Long-term intercompany payables






477,636







(477,636
)


Total liabilities


458,906



648,713



20,638



(477,636
)


650,621Total stockholders equity


15,730



314,184



50,105



(32,995
)


347,024Total liabilities and stockholders equity

$
474,636


$
962,897


$
70,743


$
(510,631
)

$
997,645  69




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 29, 2007
  Guarantor


Non-GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
3,099


$
1,820


$
12,004


$



$
16,923Accounts receivable, net






175,637



24,743







200,380Inventories, net






119,087



16,248







135,335Prepaid expenses


964



8,510



300







9,774Deferred taxes


534



6,248











6,782Other current assets






4,615



835







5,450Total current assets


4,597



315,917



54,130







374,644Property, plant and equipment, net


11,109



28,224



1,289







40,622Deferred financing fees, net


15,633















15,633Investments and intercompany receivables


435,874



38,353



21,137



(495,364
)


Intangible assets, net






310,946



6,279







317,225Goodwill


16,195



182,055



5,191







203,441Other assets






4,919



6







4,925Total assets

$
483,408


$
880,414


$
88,032


$
(495,364
)

$
956,490LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
3,350


$



$



$



$
3,350Revolving credit facility


5,500















5,500Current portion of capital lease obligations






21











21Accounts payable






57,362



3,224







60,586Accrued expenses






33,388



8,950







42,338Total current liabilities


8,850



90,771



12,174







111,795Long-term debt, less current portion


466,625















466,625Capital lease obligations, less current portion






145











145Deferred taxes






21,256



3,802







25,058Other noncurrent liabilities


1,140



5,437



5,303







11,880Long-term intercompany payables






453,586



6,765



(460,351
)


Total liabilities


476,615



571,195



28,044



(460,351
)


615,503Total stockholders equity


6,793



309,219



59,988



(35,013
)


340,987Total liabilities and stockholders equity

$
483,408


$
880,414


$
88,032


$
(495,364
)

$
956,490  70




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    Fiscal Year Ended January 3, 2009
  Non-Guarantor


GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
714,795


$
100,608


$
(39,864
)

$
775,539Cost of sales






473,529



75,462



(39,864
)


509,127Gross profit






241,266



25,146







266,412Selling, general and administrative expenses


24,889



143,819



10,479







179,187Restructuring and other infrequent expenses






492











492Amortization of intangibles






12,737



670







13,407(Loss) income from operations


(24,889
)


84,218



13,997







73,326Interest expense, net


41,502



699



(292
)






41,909Share of net income (loss) of subsidiaries under equity method


79,804



10,313







(90,117
)


Income (loss) before income taxes


13,413



93,832



14,289



(90,117
)


31,417Income tax expense






14,028



3,976







18,004Net income (loss)

$
13,413


$
79,804


$
10,313


$
(90,117
)

$
13,413  71




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    Fiscal Year Ended December 29, 2007
  Non-Guarantor


GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
671,205


$
93,265


$
(39,831
)

$
724,639Cost of sales


342



447,764



67,381



(39,831
)


475,656Gross profit


(342
)


223,441



25,884







248,983Selling, general and administrative expenses


20,626



138,285



11,111







170,022Restructuring and other infrequent expenses






589











589Amortization of intangibles






12,559



661







13,220Gain on the sale of property, plant and equipment






(2,339
)










(2,339
)(Loss) income from operations


(20,968
)


74,347



14,112







67,491Interest expense, net


40,955



927



(292
)






41,590Share of net income (loss) of subsidiaries under equity method


76,392



9,831







(86,223
)


Income (loss) before income taxes


14,469



83,251



14,404



(86,223
)


25,901Income tax expense






6,859



4,573







11,432Net income (loss)

$
14,469


$
76,392


$
9,831


$
(86,223
)

$
14,469  72




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    Fiscal Year Ended December 30, 2006
  Non-Guarantor


GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet sales

$



$
590,662


$
75,318


$
(27,007
)

$
638,973Cost of sales






399,554



54,518



(27,963
)


426,109Gross profit






191,108



20,800



956



212,864Selling, general and administrative expenses


14,304



132,319



8,464



906



155,993Management expenses


8,250















8,250Restructuring and other infrequent expenses






908











908Amortization of intangibles






12,572











12,572(Loss) income from operations


(22,554
)


45,309



12,336



50



35,141Interest expense, net


25,549



17,219



(145
)


(222
)


42,401Share of net income (loss) of subsidiaries under equity method


37,875



8,591







(46,466
)


(Loss) income before income taxes


(10,228
)


36,681



12,481



(46,194
)


(7,260
)Income tax (benefit) expense


(9,190
)


(1,194
)


3,890



5,086



(1,408
)Net (loss) income

$
(1,038
)

$
37,875


$
8,591


$
(51,280
)

$
(5,852
)  73




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Fiscal Year Ended January 3, 2009
  Guarantor


Non-GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net income (loss)

$
13,413


$
79,804


$
10,313


$
(90,117
)

$
13,413Non-cash adjustments


30,712



(72,217
)


(3,090
)


90,117



45,522Changes in operating assets and liabilities, net of effects of
    acquisitions


(3,805
)


9,026



3,539







8,760Net cash provided by operating activities


40,320



16,613



10,762







67,695Cash flows from investing activities:Purchase of property, plant and equipment


(8,903
)


(8,589
)


(126
)






(17,618
)Net cash used in investing activities


(8,903
)


(8,589
)


(126
)






(17,618
)Cash flows from financing activities:Payments on capital lease obligations






(21
)










(21
)Payments on new senior term notes


(14,187
)














(14,187
)Proceeds from credit facilities, net


(5,500
)














(5,500
)Net cash used in financing activities


(19,687
)


(21
)










(19,708
)Effect of exchange rate changes on cash and cash equivalents










(5,991
)






(5,991
)Increase in cash and cash equivalents


11,730



8,003



4,645







24,378Cash and cash equivalents, beginning of year


3,099



1,820



12,004







16,923Cash and cash equivalents, end of year

$
14,829


$
9,823


$
16,649


$



$
41,301  74




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Fiscal Year Ended December 29, 2007
  Guarantor


Non-GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net income (loss)

$
14,469


$
76,392


$
9,831


$
(86,223
)

$
14,469Non-cash adjustments


(3,504
)


(50,729
)


(56
)


86,223



31,934Changes in operating assets and liabilities, net of effects of
    acquisitions


(1,606
)


(24,286
)


(4,162
)






(30,054
)Net cash provided by operating activities


9,359



1,377



5,613







16,349Cash flows from investing activities:Purchases of property, plant and equipment


(7,274
)


(8,915
)


(638
)






(16,827
)Proceeds from sale of property, plant and equipment






3,331











3,331Settlement of preacquisition contingency






4,920











4,920Purchase of businesses, net of cash acquired






(1,534
)










(1,534
)Net cash used in investing activities


(7,274
)


(2,198
)


(638
)






(10,110
)Cash flows from financing activities:Payments on capital lease obligations






(44
)










(44
)Payments on new senior term notes


(2,513
)














(2,513
)Proceeds from credit facilities, net


2,000















2,000Net cash used in financing activities


(513
)


(44
)










(557
)Effect of exchange rate changes on cash and cash equivalents










1,342







1,342Increase (decrease) in cash and cash equivalents


1,572



(865
)


6,317







7,024Cash and cash equivalents, beginning of year


1,527



2,685



5,687







9,899Cash and cash equivalents, end of year

$
3,099


$
1,820


$
12,004


$



$
16,923  75




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    Fiscal Year Ended December 30, 2006
  Guarantor


Non-GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedCash flows from operating activities:Net (loss) income

$
(1,038
)

$
37,875


$
8,591


$
(51,280
)

$
(5,852
)Non-cash adjustments


(378,523
)


344,522



25,267



51,280



42,546Changes in operating assets and liabilities, net of effects of
    acquisitions


(4,490
)


9,889



(18,488
)






(13,089
)Net cash (used in) provided by operating activities


(384,051
)


392,286



15,370







23,605Cash flows from investing activities:Purchases of property, plant and equipment


(5,094
)


(5,745
)


(1,950
)






(12,789
)Purchase of businesses, net of cash acquired


(16,195
)


(383,331
)


(7,889
)






(407,415
)Net cash used in investing activities


(21,289
)


(389,076
)


(9,839
)






(420,204
)Cash flows from financing activities:Capital contributions, net


187,857















187,857Proceeds from debt, net


227,301















227,301Other, net


(12,166
)














(12,166
)Net cash provided by financing activities


402,992















402,992Effect of exchange rate changes on cash and cash equivalents










(126
)






(126
)(Decrease) increase in cash and cash equivalents


(2,348
)


3,210



5,405







6,267Cash and cash equivalents, beginning of year


3,875



(525
)


282







3,632Cash and cash equivalents, end of year

$
1,527


$
2,685


$
5,687


$



$
9,899  76




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Evaluation
    of disclosure controls and procedures
  Rule 13a-15 Rule 15d-15
    Managements
    report on internal control over financial
    reporting
  Rule 13a-
          Item 9B.
    Other
    Information   77




---



##### Table of Contents



PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionJames L. Easton


73


ChairmanPaul E. Harrington


47


President, Chief Executive Officer and DirectorMark A. Tripp


50


Chief Financial Officer, Senior Vice President of Finance and
    TreasurerDonna L. Flood


46


Chief Operations Officer(1)Daniel J. Arment


48


President of Riddell FootballC. Kwai Kong


46


President of Specialty BusinessSteven T. Bigelow


45


Executive Vice President and General Manager of Easton-Bell
    Sports MassS. Geoffrey Sadowy


43


Executive Vice President and General Manager of Easton Hockey
    and International SalesMichael F. Zlaket


42


Executive Vice President and General Manager of Easton
    Baseball/SoftballRichard D. Tipton


52


Senior Vice President, General Counsel and SecretaryJackelyn E. Werblo


54


Senior Vice President of Human ResourcesWilliam L. Beane III


46


DirectorShael J. Dolman


37


DirectorPeter D. Lamm


57


DirectorTerry G. Lee


59


DirectorTimothy P. Mayhew


41


DirectorAron I. Schwartz


38


DirectorLee L. Sienna


57


DirectorPeter V. Ueberroth


71


DirectorRichard E. Wenz


59


Director     (1)
    
    Donna L. Flood became our Chief Operations Officer in January
    2009.  James L. Easton
  Paul E. Harrington
 78




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##### Table of Contents



Mark A. Tripp
  Donna L. Flood
  Daniel J. Arment
  C. Kwai Kong
  Steven T. Bigelow
  S. Geoffrey Sadowy
  Michael F. Zlaket
  Richard D. Tipton
 79




---



##### Table of Contents



Jackelyn E. Werblo
  William L. Beane III
  Shael J. Dolman
  Peter D. Lamm
  Terry G. Lee
  Timothy P. Mayhew
  Aron I. Schwartz
  Lee L. Sienna
 80




---



##### Table of Contents



Peter V. Ueberroth Coca-Cola
  Richard E. Wenz
  Code of
    Ethics
  www.eastonbellsports.com
  Audit
    Committee
   
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Philosophy
     81




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##### Table of Contents



Overview
    of Compensation and Process
        
    performance against corporate and individual objectives for the
    previous year;
    difficulty of achieving desired results in the coming year;
    value of their unique skills and capabilities to support
    long-term performance of the company;
    performance of their general management
    responsibilities; and
    contribution as a member of the management team.      Compensation
    Consultant
   82




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##### Table of Contents



Base
    Salary and Bonus
      Equity
    Incentives
      Direct
    Investment
     83




---



##### Table of Contents



Equity
    Incentive Plan
         84




---



##### Table of Contents



Perquisites
    Post-Employment
    Compensation
    Specific
    Compensation of Named Executive Officers
    Summary
    Compensation Table
  OptionSalary


Bonus


Awards


All Other


TotalName and Principal Position

Year


($)


($)


($)(7)


Compensation


($)Paul E. Harrington,


2008


$
576,923


$
750,000


$
532,292


$
518,429


$
2,377,644Chief Executive Officer(1)Anthony M. Palma,


2008



246,149



86,625







661,857



994,631Chief Executive Officer(2)


2007



750,000







748,064



25,825



1,523,8892006



593,750



740,115



594,455



66,240



1,994,560Mark A. Tripp,


2008



325,000



162,499



163,319



25,088



675,906Chief Financial Officer(3)


2007



325,000







163,319



23,103



511,4222006



230,229



169,610



129,783



62,985



592,607Daniel J. Arment,


2008



333,269



229,063



134,328



350,263



1,046,923President of Riddell Football(4)


2007



275,987







121,479



31,560



429,0262006



262,693



198,750



96,534



223,852



781,829C. Kwai Kong,


2008



290,769



210,000



144,544



13,438



658,751President of Specialty Business(5)


2007



275,987







144,544



7,133



427,6642006



262,693



198,750



114,863



6,040



582,346S. Geoffrey Sadowy,


2008



329,910



157,500



122,752



9,621



619,783Executive Vice President, General


2007



309,317







104,524



9,787



423,628Manager of Easton Hockey and


2006



224,376



181,690



83,061



7,196



496,323International Sales(6)     (1)
    
    Mr. Harringtons employment with us began on
    April 1, 2008. For 2008, his salary reflects earned amounts
    after the commencement of employment. All other compensation for
    Mr. Harrington includes $150,000 for relocation expenses
    and related taxes paid of $117,271, $112,000 for housing
    allowance and related taxes paid of $99,618, $25,000 for auto
    allowance, $9,676 for medical expenses and the remainder for
    healthcare premiums, life insurance premiums and a holiday gift
    card. 85




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##### Table of Contents



(2)
    
    Mr. Palmas employment with us terminated on
    March 5, 2008. For 2008, all other compensation for
    Mr. Palma includes $619,231 for non compete payments,
    $14,400 for auto allowance, $11,987 for healthcare premiums,
    $9,798 for medical expenses, $6,216 for 401K company
    contributions and the remainder for life insurance premiums.Mr. Palmas employment with us began on March 16,
    2006 in connection with our acquisition of Easton. For 2006, his
    salary and bonus amounts reflect earned amounts after the
    commencement of employment.(3)
    
    For 2008, all other compensation for Mr. Tripp includes
    $7,200 for auto allowance, $6,900 for 401K company
    contributions, $6,510 for healthcare premiums and the remainder
    for medical expenses, life insurance premiums and a holiday gift
    card.Mr. Tripps employment with us began on March 16,
    2006 in connection with the acquisition of Easton. For 2006, his
    salary and bonus amounts reflect earned amounts after the
    commencement of employment.(4)
    
    For 2008, all other compensation for Mr. Arment includes
    $205,529 for relocation expenses and related taxes paid of
    $120,981, $5,881 for housing allowance and related taxes paid of
    $4,119, $6,900 for 401K company contributions and the remainder
    for healthcare premiums, medical expenses, life insurance
    premiums and a holiday gift card.(5)
    
    For 2008, all other compensation for Mr. Kong includes
    $6,900 for 401K company contributions and the remainder for
    healthcare premiums, life insurance premiums and a holiday gift
    card.(6)
    
    Mr. Sadowy was paid in Canadian dollars and the amounts
    have been translated to U.S. dollars using an average currency
    exchange rate of .9426, .9352 and .8819 for 2008, 2007 and 2006,
    respectively. For 2008, all other compensation for
    Mr. Sadowy includes $3,506 for healthcare premiums, $2,262
    for auto allowance and the remainder for company contributions
    under the Canadian retirement plan and life insurance premiums.Mr. Sadowys employment with us began on
    March 16, 2006 in connection with our acquisition of
    Easton. For 2006, his salary and bonus amounts reflect earned
    amounts after the commencement of employment.(7)
    
    For all named executive officers, option awards include the
    Class B Common Units of our Parent granted to such officer
    under our Parents Equity Incentive Plan, except for
    Mr. Sadowy. Mr. Sadowy is a participant in the
    Canadian Executive Bonus Plan and his shares are accounted for
    in the same manner as Class B Common Units of U.S.
    counterparts. The amounts set forth in the table reflect the
    amounts reported for financial statement reporting purposes for
    the respective fiscal year in accordance with SFAS 123R.
    The assumptions made in establishing such amounts are more fully
    described in Note 11 to the Audited Consolidated Financial
    Statements included in Item 8 of this annual report.  Outstanding
    Equity Awards at Fiscal Year-End
  Option AwardsTotal Number of


Number of


Option


OptionOptions


Options (#)


Exercise


VestingOutstanding


Unvested


Price


Date(1)


(2)


($)(3)


(4)Paul E. Harrington


7,377,576.42



6,270,939.96


$
1.4765



12/31/2011Anthony M. Palma(5)


831,325.27






$
2.1419



Mark A. Tripp


1,209,979.91



846,985.94


$
2.1419



5/1/2010Daniel J. Arment


794,874.19



556,411.93


$
2.1419



3/16/2010105,125.81



73,588.07


$
2.1419



5/12/2010300,000.00



300,000.00


$
1.4765



5/15/2012C. Kwai Kong


970,882.05



679,617.43


$
2.1419



3/16/2010100,000.00



70,000.00


$
2.1419



5/12/2010S. Geoffrey Sadowy(6)


774,387.15



542,071.00


$
2.1419



3/16/2010425,600.00



425,600.00


$
1.4765



5/15/2012     (1)
    
    Option awards consist of Class B Common Units issued
    pursuant to our Parents equity incentive plan. 86




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##### Table of Contents



(2)
    
    Total number of unvested Class B Common Units as of
    January 3, 2009. These Class B Common Units consist of
    a portion of the Units, equal to 60% of the total number of
    Units, that vest over time, and a portion of the Units equal to
    40% of the total number of Units, that vest if certain
    performance conditions are met.(3)
    
    The amounts set forth in the table represent the fair market
    value of a Class A Common Unit of our Parent on the date
    the applicable Class B Common Units were granted to such
    holder.(4)
    
    Date on which 100% of time based units will have vested. Time
    based units vest evenly on an annual basis over a 4 year
    period (in increments of 25% per year).(5)
    
    Mr. Palma was removed as our chief executive officer on
    March 5, 2008. As a result of his removal,
    Mr. Palmas unvested Class B Common Units of our
    Parent have terminated. As of February 26, 2009,
    Mr. Palma has 831,325.27 fully vested Class B Common
    Units.(6)
    
    Mr. Sadowy is a participant in the Canadian Executive Bonus
    Plan and his options are accounted for in the same manner as
    Class B Common Units of U.S. counterparts under the 2006
    Equity Incentive Plan.  Vested
    Equity Awards at Fiscal Year-End
  Vested Option AwardsCumulativeNumber of


Value ExpensedOptions (#)


throughVested


Fiscal 2008Name

(1)


(2)Paul E. Harrington


1,106,636.46


$
532,292Anthony M. Palma


831,325.27


$
1,342,519Mark A. Tripp


362,993.97


$
456,421Daniel J. Arment


270,000.00


$
352,341C. Kwai Kong


321,264.61


$
403,951S. Geoffrey Sadowy


232,316.14


$
310,337     (1)
    
    Option awards consist of Class B Common Units issued
    pursuant to our Parents equity incentive plan that have
    time vested prior to January 3, 2009.(2)
    
    Cumulative expense recognized through January 3, 2009 as
    compensation expense computed in accordance with FAS 123R.  Employment
    Arrangements and Payments Upon Termination or Change of
    Control
    Anthony M. Palma
         87




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##### Table of Contents



and/or
      Paul E. Harrington
        and/or
   88




---



##### Table of Contents



Triggering Event

Pay-Out AmountCompany terminates for cause


Company terminates other than for cause

$
2,250,000Mr. Harrington terminates for Good Reason

$
2,250,000Mr. Harrington terminates other than for Good Reason


Termination following a Change of Control

$
2,250,000       Mark A. Tripp
         89




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##### Table of Contents



and/or
      Triggering Event

Pay-Out AmountCompany terminates for cause


Company terminates other than for cause

$
650,000Mr. Tripp terminates for Good Reason

$
650,000Mr. Tripp terminates other than for Good Reason


Termination following a Change of Control

$
650,000      90




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##### Table of Contents



Specific
    Compensation of Directors
  out-of-pocket
  Director
    Compensation
  All OtherOption Awards


Compensation


TotalName(1)

($)(1)


($)(2)


($)James L. Easton










Paul E. Harrington










William L. Beane III










Shael J. Dolman










Peter D. Lamm










Terry G. Lee





$
100,000


$
100,000Timothy P. Mayhew










Aron I. Schwartz










Lee L. Sienna










Peter V. Ueberroth










Richard E. Wenz






75,000



75,000     (1)
    
    As noted above, Mr. Harrington also serves as a director of
    our company and was a member of the board of managers of our
    Parent. All of Mr. Harringtons compensation,
    including for services as a director, is reflected in the
    summary compensation table above and therefore has been omitted
    from this table.(2)
    
    Mr. Lee received $100,000 pursuant to a consulting
    agreement with us. Mr. Wenz received $75,000 as the Chair
    of the Audit Committee.  Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   91




---



##### Table of Contents



Percentage





PercentageOwnership





OwnershipClass A


Interest in


Class B


Interest inCommon


Class A


Common


Class BUnits(1)


Units


Units(2)


Units(3)Fenway Easton-Bell Sports Holdings, LLC(4)


111,020,957.500



53.5
%






Teachers Private Capital(5)


47,621,270.834



22.9
%






York Street Capital Partners, LLC(6)


12,271,099.273



5.9
%






James L. Easton Living Trust(7)


11,671,880.106



5.6
%






Paul E. Harrington






*



7,377,576.420



19.2
%Anthony M. Palma(8)


58,359.401



*



831,325.267



2.2
%Mark A. Tripp


58,359.401



*



1,209,979.914



3.2
%Daniel J. Arment


61,153.768



*



1,200,000.000



3.1
%C. Kwai Kong


129,102.399



*



1,070,882.046



2.8
%S. Geoffrey Sadowy(9)


40,000.000



*



1,199,987.145



James L. Easton(7)


11,671,880.106



5.6
%






Peter V. Ueberroth(10)










129,328.334



*Lee L. Sienna(11)


47,621,270.834



22.9
%






Shael J. Dolman(11)


47,621,270.834



22.9
%






Terry G. Lee(12)


114,035.208



*



129,328.334



*William L. Beane III(13)










129,328.334



*Peter D. Lamm(14)


111,020,957.500



53.5
%






Timothy P. Mayhew(15)










1,046,209.017



2.7
%Aron I. Schwartz(15)














Richard E. Wenz(16)










258,656.668



*All managers, directors and executive officers as a group(17)


170,775,118.617



82.3
%


13,382,614.334



34.9
%     *
    
    means less than 1%.(1)
    
    For a discussion of the Class A Common Units of our Parent,
    see Item 11  Executive Compensation and
    Item 13  Certain Relationships and Related
    Transactions, and Director Independence.(2)
    
    For a discussion of the Class B Common Units of our Parent,
    see Item 11  Executive Compensation and
    Item 13  Certain Relationships and Related
    Transactions, and Director Independence.(3)
    
    Represents percentage of ownership interest in Class B
    units of authorized shares of 38,381,983.682.(4)
    
    Represents (i) 108,791,970.029 Class A Common Units
    held by Fenway Easton-Bell Sports Holdings, LLC over which it
    has sole voting and investment power, (ii) 1,706,031.636
    Class A Common Units held by FPIP, LLC over which it has
    sole voting and investment power and (iii) 522,955.835
    Class A Common Units held by FPIP Trust, LLC over which it
    has sole voting and investment power. Each of Fenway Easton-Bell
    Sports Holdings, LLC, FPIP, LLC, and FPIP Trust, LLC are
    affiliates of Fenway Partners, LLC. The principal executive
    offices of Fenway Partners, LLC and its affiliates are located
    at 152 W. 57th Street, 59th Floor, New York, New
    York 10019.(5)
    
    Teachers Private Capital
    (Teachers) is the private equity arm of
    Ontario Teachers Pension Plan Board. The principal
    executive offices of Ontario Teachers Pension Plan Board
    are located at 5650 Yonge Street, Toronto, Ontario M2M 4H5
    Canada. 92




---



##### Table of Contents



(6)
    
    Represents (i) 7,602,347.230 Class A Common Units held
    by York Street Mezzanine Partners, L.P. over which it has sole
    voting and investment power and (ii) 4,668,752.043
    Class A Common Units held by York Street Mezzanine Partners
    II, L.P. over which it has sole voting and investment power. The
    principal executive offices of York Street Partners are located
    at One Pluckemin Way, Bedminster, New Jersey 07921.(7)
    
    James L. Easton is the Chairman of Easton-Bell Sports,
    Incs board of directors and may be deemed to beneficially
    own 11,205,004.902 Class A Common Units of our Parent that
    are beneficially owned by the James L. Easton Living Trust and
    466,875.204 Class A Common Units of our Parent that are
    beneficially owned by Gregory J. Easton, the son of James L.
    Easton. Mr. James L. Easton disclaims beneficial ownership
    of such units except to the extent of his pecuniary interests
    therein. The principal executive offices of the James L.
    Easton Living Trust and James L. Easton are located at 7855
    Haskell Avenue, Suite 350, Van Nuys, California 91406.(8)
    
    Anthony M. Palma, our former Chief Executive Officer resigned on
    March 5, 2008. The mailing address for Mr. Palma is
    7855 Haskell Avenue, Suite 200, Van Nuys, CA 91406.(9)
    
    S. Geoffrey Sadowy is a participant in the Canadian Executive
    Bonus Plan and his Class B shares are accounted for in the
    same manner as Class B Common Units of U.S. counterparts
    under the 2006 Equity Incentive Plan.(10)
    
    The principal office of Peter V. Ueberroth is located at The
    Contrarian Group, 1071 Camelback St., Suite 111, Newport
    Beach, California 92660.(11)
    
    Lee L. Sienna and Shael J. Dolman are both Vice Presidents of
    Teachers. Messrs. Sienna and Dolman may be deemed to
    beneficially own the Class A Common Units of Easton-Bell
    Sports, LLC that are owned by Teachers.
    Messrs. Sienna and Dolman may be deemed to have the power
    to dispose of the shares held by Teachers due to a
    delegation of authority from the board of directors of Ontario
    Teachers Pension Plan Board and each expressly disclaims
    beneficial ownership of such shares. The principal offices of
    Messrs. Sienna and Dolman are located at 5650 Yonge Street,
    Toronto, Ontario M2M 4H5 Canada.(12)
    
    Represents (i) 114,035.208 Class A Common Units held
    by Hayden Capital Investments, LLC over which it has sole voting
    and investment power and (ii) 129,328.334 Class B
    Common Units held by Terry G. Lee. Mr. Lee is the managing
    member of Hayden Capital Investments, LLC. Mr. Lee may be
    deemed to beneficially own the units of our Parent that are
    beneficially owned by Hayden Capital Investments, LLC.
    Mr. Lee disclaims beneficial ownership of such units except
    to the extent of his pecuniary interests therein. The principal
    office of Mr. Lee is located at 11022 S. 51st
    Street #104, Phoenix, Arizona 85044.(13)
    
    The principal office of William L. Beane III is located at
    7000 Coliseum Way, Oakland, California 94621.(14)
    
    Peter D. Lamm is the Chairman and Chief Executive Officer of
    Fenway Partners, LLC, and a managing member of each Fenway
    Partners II, LLC, the general partner of Fenway Easton-Bell
    Sports Holdings, LLC, FPIP, LLC and FPIP Trust, LLC.
    Mr. Lamm may be deemed to beneficially own the units of
    Easton-Bell Sports, LLC that are beneficially owned by Fenway
    Easton-Bell Sports Holdings, LLC, FPIP, LLC and FPIP Trust, LLC.
    Mr. Lamm disclaims beneficial ownership of such units
    except to the extent of his pecuniary interests therein. The
    principal office of Mr. Lamm is located at
    152 W. 57th Street, 59th Floor, New York, New York
    10019.(15)
    
    The principal offices of Timothy P. Mayhew and Aron I. Schwartz
    are located at 152 W. 57th Street, 59th Floor, New
    York, New York 10019.(16)
    
    The principal office of Richard E. Wenz is located at 26429
    Brick Lane, Bonita Springs, Florida 34134.(17)
    
    Represents (i) 16 persons as a group for Class A
    Common Units and Class B Common Units. 
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Operating
    Agreement
   93




---



##### Table of Contents



EBS
    Credit Agreement
        Management
    Agreements
    out-of-pocket
 94




---



##### Table of Contents



out-of-pocket
    Arrangements
    with Management
      Arrangements
    with Jas. D. Easton, Inc.
    Easton Easton
   95




---



##### Table of Contents



Other
    Related Party Transactions
        Review,
    Approval or Radification of Transactions with Related
    Persons
    Director
    Independence
   
  Item 14.
    Principal
    Accountant Fees and Services  Fees
    2008


2007Audit Fees

$
1,030,000


$
1,070,000Tax Fees






16,000Total

$
1,030,000


$
1,086,000  96




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##### Table of Contents



Audit Fees Form 10-Q non-U.S. jurisdictions
  Tax Fees
  Policy of
    Audit Committee Pre-Approval of Audit and Permissible Non-Audit
    Services of Independent Auditor
   
  PART IV
 
  Item 15.
    Exhibits,
    Financial Statement Schedules  Form 10-K:
  Form 10-K.
    page II-1.
  Schedule

DescriptionSchedule II

Valuation and Qualifying Accounts       Exhibit



The Filings Referenced forNumber

Description of Exhibit

Incorporation by Reference are:2
.1

Stock Purchase Agreement dated as of February 1, 2006

Exhibit 2.1 to the Companys Current Report on Form 8-K
    filed February 7, 2006.3
.1(a)

Amended and Restated Certificate of Incorporation of Easton-Bell
    Sports, Inc.

Exhibit 3.1(a) to the Companys Annual Report on Form 10-K
    filed March 30, 2006.3
.1(b)

Amended and Restated Bylaws of Easton-Bell Sports, Inc.

Exhibit 3.1(b) to the Companys Annual Report on Form 10-K
    filed March 30, 2006.4
.1

Indenture dated as of September 30, 2004

Exhibit 4.1 to the Companys Registration Statement on Form
    S-4 filed April 7, 2005.4
.2

Form of 8.375% Senior Subordinated Note due 2012

Exhibit 4.2 to the Companys Registration Statement on Form
    S-4 filed April 7, 2005.4
.3

Supplemental Indenture dated as of March 16, 2006

Exhibit 4.3 to the Companys Annual Report on Form 10-K
    filed March 30, 2006. 97




---



##### Table of Contents



Exhibit



The Filings Referenced forNumber

Description of Exhibit

Incorporation by Reference are:4
.4

Supplemental Indenture dated as of April 11, 2005

Exhibit 4.4 to the Companys Annual Report on Form 10-K
    filed March 30, 2006.10
.1

Credit and Guaranty Agreement dated as of March 16, 2006

Exhibit 10.1 to the Companys Annual Report on Form 10-K
    filed March 30, 2006.10
.2

Pledge and Security Agreement, dated as of March 16, 2006

Exhibit 10.2 to the Companys Annual Report on Form 10-K
    filed March 30, 2006.10
.3

Canadian Pledge and Security Agreement dated as of
    March 16, 2006

Exhibit 10.3 to the Companys Annual Report on Form 10-K
    filed March 30, 2006.10
.4*

2006 Equity Incentive Plan

Exhibit 10.4 to the Companys Annual Report on Form 10-K
    filed March 30, 2006.10
.5*

Employment Agreement with Paul E. Harrington

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed March 7, 2008.10
.6*

Employment Agreement with Mark Tripp

Exhibit 10.3 to the Companys Current Report on Form 8-K/A
    filed June 23, 2006.10
.7*

Employment Agreement with Donna L. Flood

Exhibit 10.1 to the Companys Current Report on Form 8-K
    filed November 12, 2008.10
.8*

Employment Agreement with Richard Tipton

Exhibit 10.8 to the Companys Annual Report on Form 10-K
    filed April 6, 2007.10
.9*

Employment Agreement with Jackelyn E. Werblo

Exhibit 10.11 to the Companys Annual Report on Form 10-K
    filed March 25, 2008.10
.10*

Consulting Agreement with Terry Lee

Exhibit 10.8 to the Companys Registration Statement on
    Form S-4 filed April 7, 2005.10
.11*

Employment Agreement with Anthony M. Palma

Exhibit 10.2 to the Companys Current Report on Form 8-K/A
    filed June 23, 2006.10
.12*

Employment Agreement with Anthony B. DOnofrio

Exhibit 10.10 to the Companys Annual Report on Form 10-K
    filed March 25, 2008.21
.1

Subsidiaries

Filed herewith31
.1

Certification of the Interim Principal Executive Officer
    pursuant to the Section 302 of the Sarbanes-Oxley Act of
    2002

Filed herewith31
.2

Certification of the Principal Financial Officer pursuant to the
    Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith32
.1

Certification of the Interim Principal Executive Officer and
    Principal Financial Officer pursuant to the 18 U.S.C.
    Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002

Filed herewith  98




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##### Table of Contents



SIGNATURES
      By:
    /s/  Paul
    E Harrington   Principal Executive Officer
      Signature

Title

Date/s/  Paul
    E. HarringtonPaul
    E. Harrington

President, Chief Executive Officer and Director
    (Principal Executive Officer)

February 26, 2009/s/  Mark
    A. TrippMark
    A. Tripp

Chief Financial Officer
    (Principal Financial Officer)

February 26, 2009/s/  James
    L. EastonJames
    L. Easton

Director

February 26, 2009/s/  William
    L. Beane IIIWilliam
    L. Beane III

Director

February 26, 2009/s/  Shael
    J. DolmanShael
    J. Dolman

Director

February 26, 2009/s/  Peter
    D. LammPeter
    D. Lamm

Director

February 26, 2009/s/  Terry
    G. LeeTerry
    G. Lee

Director

February 26, 2009/s/  Timothy
    P. MayhewTimothy
    P. Mayhew

Director

February 26, 2009 99




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##### Table of Contents



Signature

Title

Date/s/  Aron
    I. SchwartzAron
    I. Schwartz

Director

February 26, 2009/s/  Lee
    L. SiennaLee
    L. Sienna

Director

February 26, 2009/s/  Peter
    V. UeberrothPeter
    V. Ueberroth

Director

February 26, 2009/s/  Richard
    E. WenzRichard
    E. Wenz

Director

February 26, 2009  100




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##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    ITEM 15 (a)(2)
  FINANCIAL
    STATEMENT SCHEDULE
    YEAR ENDED JANUARY 3, 2009
  II-1
  VALUATION
    AND QUALIFYING ACCOUNTS
  AdditionsBalance at





Charged to





Balance atBeginning


Acquired


Costs and





End ofDescription

of Period


Businesses


Adjustments


Deductions


Period(Dollars in thousands)Product Liability ReserveYear ended January 3, 2009

$
10,725


$



$
7,062


$
(1,541
)

$
16,246Year ended December 29, 2007


9,422







4,931



(3,628
)


10,725Year ended December 30, 2006


8,118







3,970



(2,666
)


9,422Excess and Obsolete Inventory ReserveYear ended January 3, 2009

$
7,365


$



$
6,027


$
(5,656
)

$
7,736Year ended December 29, 2007


6,880







4,996



(4,511
)


7,365Year ended December 30, 2006


6,415



3,245



1,711



(4,491
)


6,880Allowance for Doubtful AccountsYear ended January 3, 2009

$
4,944


$



$
5,516


$
(3,187
)

$
7,273Year ended December 29, 2007


5,575







3,291



(3,922
)


4,944Year ended December 30, 2006


2,634



2,454



2,500



(2,013
)


5,575  101