##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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
    December 29, 2007ORo

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

20-1636283(State or other jurisdiction
    of
    incorporation or organization)

(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
    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 DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A(T). Controls and ProceduresItem 9B. Other InformationPART 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 Accounting Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesSIGNATURESEmployment Agreement with Anthony B. D'OnofrioEmployment Agreement with Jackelyn E. WerbloSubsidiariesCertification of the Interim Principal Executive Officer - 302Certification of the Principal Financial Officer - 302Certification Pursuant to 18 U.S.C. Section 1350    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




---



##### 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




---



##### 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, Bratz, 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



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




---



##### Table of Contents



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




---



##### Table of Contents



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




---



##### Table of Contents



Bell
  Employees
    Insurance
    and Risk Management
    Governmental
    Regulation
    Financial
    Information on Geographical Areas
   
  Item 1A.
    Risk
    Factors  Our
    substantial indebtedness could adversely affect our financial
    health.
     11




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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.
   12




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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
 13




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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.
     14




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##### Table of Contents



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
 15




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##### Table of Contents



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.
       16




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##### Table of Contents



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.
   17




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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.
  Form 10-K
   
  Item 1B.
    Unresolved
    Staff Comments   18




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##### Table of Contents



Item 2.
    Properties    Leased


OwnedLocation

Primary Use

Business Segment

Sq. Ft.


Sq. Ft.Van Nuys, CA

Corporate Headquarters and offices

Team and Action Sports


89,000Irving, TX

Offices

Action Sports


27,000Chicago, IL

Offices and Research and Development

Team Sports


21,000York, PA

Warehouse

Action Sports






465,000Rantoul, IL

Offices, Manufacturing and Warehouse

Team and Action Sports


315,000Rantoul, IL

Warehouse

Team and Action Sports


169,000Salt Lake City, UT

Warehouse

Team Sports


142,000Elyria, OH

Offices, Reconditioning and Warehouse

Team Sports


135,000Paxton, IL

Warehouse

Team and Action Sports


120,000Van Nuys, CA

Offices and Manufacturing

Team and Action Sports


110,000Montreal, Canada

Offices, Manufacturing and Warehouse

Team Sports


97,000Tijuana, Mexico

Offices and Manufacturing

Team and Action Sports


65,000San Antonio, TX

Reconditioning

Team Sports


59,000Stroudsburg, PA

Manufacturing and Reconditioning

Team Sports


51,000Santa Cruz, CA

Offices and Research and Development

Action Sports


50,000    
  Item 3.
    Legal
    Proceedings   
  Item 4.
    Submission
    of Matters to a Vote of Security Holders   19




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##### Table of Contents



PART II
 
  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities   
  Item 6.
    Selected
    Financial Data    Successor



Predecessor(1)Period from



Period fromFiscal Year


Fiscal Year


Fiscal Year


Fiscal Year


June 25,



January 1,Ended


Ended


Ended


Ended


2003 to



2003 toDecember 29,


December 30,


December 31,


December 31,


December 31,



June 25,2007


2006


2005


2004


2003



2003(2)(Dollars in thousands)Statement of Operations Data:Net sales

$
724,639


$
638,973


$
379,855


$
165,927


$
53,713



$
55,032Cost of sales(3)


475,656



426,109



244,916



113,813



33,928




34,340Gross profit


248,983



212,864



134,939



52,114



19,785




20,692Selling, general and administrative expenses(4)


170,022



164,243



95,421



50,128



14,972




17,196Restructuring and other infrequent expenses


589



908



1,713












Amortization of intangibles


13,220



12,572



8,515



4,617



1,362




Gain on sale of property, plant and equipment


(2,339
)



















Transaction costs(5)























19,877Income (loss) from operations


67,491



35,141



29,290



(2,631
)


3,451




(16,381
)Interest expense, net


41,590



42,401



21,887



18,601



4,179




6,270Income (loss) before taxes


25,901



(7,260
)


7,403



(21,232
)


(728
)



(22,651
)Income tax expense (benefit)


11,432



(1,408
)


4,321



(8,121
)


(100
)



(6,700
)Net income (loss)

$
14,469


$
(5,852
)

$
3,082


$
(13,111
)

$
(628
)


$
(15,951
)Other Financial Data:Capital expenditures

$
16,827


$
12,789


$
4,999


$
1,593


$
728



$
560   Successor



Predecessor(1)As of


As of


As of


As of


As of



As ofDecember 29,


December 30,


December 31,


December 31,


December 31,



June 25,2007


2006


2005


2004


2003



2003(Dollars in thousands)Balance Sheet Data:Cash and cash equivalents

$
16,923


$
9,899


$
3,632


$
1,429


$
3,672



$
2,397Total assets


956,490



948,060



480,703



470,576



164,916




92,512Total debt(6)


475,641



476,198



248,897



250,098



69,931




60,382Total stockholders equity


340,987



318,162



133,934



125,472



69,426




7,493  20




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##### Table of Contents



(1)
    
    Data as of June 25, 2003 and for the period from
    January 1, 2003 to June 25, 2003, represent the
    results of Riddell Sports Group, Inc. (Riddell) and
    its subsidiaries prior to their acquisition by us. Balance sheet
    data for June 25, 2003 was the closing balance sheet
    immediately preceding the acquisition of the Riddell business
    and did not include purchase accounting adjustments relating to
    the subsequent acquisition.(2)
    
    Income statement data for the period of January 1, 2003 to
    June 25, 2003 includes charges of $4.7 million from
    the reevaluation of estimates for certain assets and
    liabilities. Some of these charges included a change in
    calculation methodology which is inseparable from the change in
    estimate.(3)
    
    Cost of sales included $19.0 million, $14.2 million
    and $2.2 million of costs resulting from the purchase
    accounting
    write-up of
    inventories to fair value for the periods ended
    December 30, 2006, December 31, 2004 and 2003,
    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.(4)
    
    Selling, general and administrative (SG&A)
    expenses include management expenses in all fiscal years prior
    to fiscal year 2007.(5)
    
    The period ended June 25, 2003 includes $19.9 million
    of transaction costs related to the sale of the Riddell business.(6)
    
    Total debt as of December 31, 2003 and June 25, 2003
    includes the current maturities of long-term debt and loans
    payable under Riddells existing revolving credit facility
    prior to it being refinanced in connection with the acquisition
    of Bell Sports Corp. (Bell) and put warrants which
    were exercised during 2003. 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. 
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Uncertainty
    of Forward-Looking Statements and Information
     21




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##### Table of Contents



Overview
  Easton Bell Giro Riddell
      How We
    Assess the Performance of Our Business
    Net
    Sales
    Cost
    of Sales
    Gross
    Profit
  first-in, last-in,
 22




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##### Table of Contents



Selling,
    General and Administrative Expenses
    Results
    of Operations
    Year Ended





Year Ended





Year EndedDecember 29,


% of Net


December 30,


% of Net


December 31,


% of Net2007


Sales


2006


Sales


2005


Sales(Dollars in thousands)Net sales

$
724,639



100.0
%

$
638,973



100.0
%

$
379,855



100.0
%Cost of sales


475,656



65.6



426,109



66.7



244,916



64.5Gross profit


248,983



34.4



212,864



33.3



134,939



35.5Selling, general and administrative expenses


170,022



23.5



155,993



24.4



92,421



24.3Management expenses










8,250



1.3



3,000



0.8Restructuring and other infrequent expenses


589



0.1



908



0.1



1,713



0.4Amortization of intangibles


13,220



1.8



12,572



2.0



8,515



2.2Gain on the sale of property, plant and equipment


(2,339
)


(0.3
)














Income from operations


67,491



9.3



35,141



5.5



29,290



7.8Interest expense, net


41,590



5.7



42,401



6.6



21,887



5.8Income (loss) before income taxes


25,901



3.6



(7,260
)


(1.1
)


7,403



2.0Income tax expense (benefit)


11,432



1.6



(1,408
)


0.2



4,321



1.1Net income (loss)


14,469



2.0



(5,852
)


(0.9
)


3,082



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


5,511



0.8



(126
)






158



Comprehensive income (loss)

$
19,980



2.8
%

$
(5,978
)


(0.9
)%

$
3,240



0.9
%   2007
    compared to 2006
    
    expenses of $3.0 million related to severing executives and
    reorganizing the Company;
    research and development expenses of $12.6 million;
    foreign currency transaction gains of $1.7 million;
    provision for excess and obsolete inventory write-offs of
    $5.0 million;
    product liability settlement and litigation expenses of
    $6.8 million; 23




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##### Table of Contents




    gain on sale of property, plant and equipment of
    $2.3 million;
    interest expense (net) of $41.6 million;
    equity compensation expense of $2.8 million;
    income tax expense of $11.4 million;
    consulting fees related to the Sarbanes-Oxley compliance program
    of $3.2 million; and
    restructuring and other infrequent expenses of
    $0.6 million, primarily related to the closure of our Van
    Nuys, California manufacturing facility    
    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
    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
%    24




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##### Table of Contents



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


475.7



65.6
%


426.1



66.7
%


27.0Gross profit


248.9



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

$
67.4



9.3
%

$
35.1



5.5
%

$
30.7   Cost of
    Sales
    Gross
    Profit
  write-up
 25




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##### Table of Contents



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
    Income
    Tax Expense (Benefit)
    2006
    compared to 2005
    
    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; 26




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##### Table of Contents




    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
    new 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
    increased interest expense of $20.5 million related to
    higher debt levels in 2006 as a result of the Easton acquisition.    
    equity compensation expense of $4.6 million, primarily
    related to the vesting of Class B Common Units of our
    Parent awarded to certain members of our management and
    directors;
    restructuring and other infrequent expenses of
    $1.7 million, primarily related to the closure of our
    Chicago, Illinois manufacturing facility, as well as other cost
    reduction activities to reduce our overall cost structure;
    an increase in amortization of intangible assets of
    $3.9 million related to amortizing a full year of the Bell
    intangible assets; and
    increased interest expense of $3.3 million related to
    higher debt levels in 2005 as a result of the Bell acquisition.  Net
    Sales
    Change Due toChange


Acquisitions2006


2005


$


%


$


%(Dollars in millions)Team Sports

$
347.8


$
132.8


$
215.0



161.9
%

$
198.5



149.5
%Action Sports


291.2



247.1



44.1



17.8
%


22.0



8.9
%$
639.0


$
379.9


$
259.1



68.2
%

$
220.5



58.0
%    27




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##### Table of Contents



2006


2005% of





% of


Change Due to$


Net Sales


$


Net Sales


Acquisitions(Dollars in millions)Gross profit

$
212.9



33.3
%

$
134.9



35.5
%

$
58.6Selling, general and administrative expenses


164.3



25.7
%


95.4



25.1
%


40.0Restructuring and other infrequent expenses


0.9



0.1
%


1.7



0.4
%


Amortization of intangibles


12.6



2.0
%


8.5



2.2
%


4.1Income from operations

$
35.1



5.5
%

$
29.3



7.8
%

$
14.5   Cost of
    Sales
  write-up
  Gross
    Profit
  write-up
  Selling,
    General and Administrative Expenses
    Restructuring
    and Other Infrequent Expenses
    Amortization
    of Intangibles
    Interest
    Expense, Net
   28




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##### Table of Contents



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


ClosureSeverance


Costs


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

$



$



$
Provision


2,100



2,238



4,338Less: Cash Activity


(210
)






(210
)Balance as of December 30, 2006


1,890



2,238



4,128Provision






487



487Less: Cash Activity


(1,694
)


(2,355
)


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

$
196


$
370


$
566     Form 10-K,
 29




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##### Table of Contents



Quarterly
    Results
    write-up write-up Form 10-Q write-up
  For the Following Quarterly PeriodsFirst


Second


Third


Fourth(Dollars in thousands)(Unaudited)2007:Net sales

$
174,634


$
206,370


$
188,565


$
155,070Gross profit


58,513



76,384



65,348



48,738Income from operations


13,073



29,689



22,620



2,109Net income (loss)


1,279



12,061



6,845



(5,716
)2006:Net sales

$
111,172


$
198,275


$
186,485


$
143,041Gross profit


36,865



59,917



65,933



50,149(Loss) income from operations


(1,242
)


15,436



19,526



1,421Net (loss) income


(7,744
)


4,220



3,705



(6,033
)   Liquidity
    and Capital Resources
    Senior
    Secured Credit Facilities
  Existing
    Senior Secured Credit Facility
   30




---



##### Table of Contents



Senior
    Subordinated Notes
   31




---



##### Table of Contents



Other
    Matters
                 32




---



##### Table of Contents



Outlook
    
    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, our focus on innovation and providing the
    best in class products has been a proven recipe
    during strong economic times and one that we are confident will
    be successful, albeit at a slower pace, during
    softer economic times.
    Introduction of New Products.  In 2008, we
    expect to introduce several new products that capitalize on the
    strength of our brands. Those introductions include a new line
    of snow goggles and cycling sunglasses under the Girobrand and an expanded line of premium composite and aluminum
    bats and composite hockey sticks, along with the introduction of
    hockey helmets under the Eastonbrand. Other new products
    include premium cycling and snow helmets under the Belland Girobrands and an expanded line of carbon fiber
    wheels under the Eastonbrand. Successful new product
    introductions have historically driven enthusiasm for our brands
    and resulted in higher average selling prices and higher gross
    profit margins. We also expect that we will enter adjacent
    categories and sports from time-to-time through either organic
    initiatives or through acquisitions.
    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, 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
    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 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.  In 2008, we will
    begin a comprehensive three year effort to further streamline
    our distribution, logistics and manufacturing operations
    worldwide. During 2007, we contracted with a well-known
    operations consulting group to identify and scope our options to
    lower costs, improve customer service, and gain incremental
    capacity from our supply chain. This is part of the continuing
    plan to support our long-term growth by investing in our
    operations management and infrastructure. This process will
    ultimately bring uniform methodologies for inventory management,
    transportation optimization, manufacturing efficiency and the
    delivery of a high level of customer service to each of our
    businesses. We expect that this enterprise-wide implementation
    will change the size, nature and number of our distribution and
    manufacturing facilities with minimal risk to ongoing
    operations. We will utilize an implementation team of
    Easton-Bell operations executives and expect to complete
    our phased roll-out across all of our businesses by 2010. When
    completed, we expect to have lowered costs to produce and
    deliver our products to the market place through an
    infrastructure built to meet the needs of our long-term growth
    plans. However, as we have in the past and may continue in the
    future to transition the production of products from our own
    facilities to third party suppliers, we become more vulnerable
    to increased sourced product costs and our ability to mitigate
    such cost increases may be diminished.
    Interest Expense and Debt Repayment.  In
    connection with our acquisition of Easton, we entered into a new
    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 December 29, 2007, the outstanding principal balance
    under our term loan facility was $330.0 million and we had
    $5.5 million outstanding under our U.S. revolving
    credit facility. We expect our interest expense in 2008 to
    decrease due to lower borrowing rates and reduced debt levels.
    We presently hedge only a portion of our variable interest rate
    debt, and our actual interest expense will be largely determined
    by LIBOR trends. 33




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##### Table of Contents



Contractual
    Requirements
    Payments Due by PeriodTotal


2008


2009 to 2010


2011 to 2012


2013 and Beyond(Dollars in thousands)Long-term debt(1)

$
469,975


$
3,350


$
6,700


$
459,925


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


149,636



34,214



67,739



47,683



Capital lease obligations


220



35



66



64



55Operating lease obligations


32,730



7,643



10,931



7,630



6,526U.S. revolving credit facility


5,500



5,500











Sponsorship/royalty agreements


13,174



5,172



5,565



1,612



825Total contractual cash obligations

$
671,235


$
55,914


$
91,001


$
516,914


$
7,406   Amount of Commitment Expiration per PeriodTotal


2008


2009 to 2010


2011 to 2012


2013 and BeyondStandby letters of credit and similar instruments

$
2,679


$
2,679


$



$



$
Total commercial commitments and letters of credit

$
2,679


$
2,679


$



$



$
     (1)
    
    Amounts include obligations pursuant to the senior secured
    credit facility and senior subordinated notes that were
    outstanding on December 29, 2007.  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.  Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Revenue Recognition.
 34




---



##### Table of Contents



Accounts Receivable and Allowances.
  Inventories. first-in, product-by-product
  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
 35




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##### Table of Contents



Derivative Instruments and Hedging
    Activity.
  Warranty Liability.
  Stock-Based Compensation.
    Recent
    Accounting Pronouncements
  Fair Value
    Measurements.
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
 36




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Foreign
    Currency Risk
          Interest
    Rate Risk
     37




---



##### Table of Contents



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


39Consolidated Balance Sheets as of
    December 29, 2007 and December 30, 2006


40Consolidated Statements of Operations and
    Comprehensive Income (Loss) for the years ended
    December 29, 2007, December 30, 2006 and
    December 31, 2005


41Consolidated Statements of Stockholders
    Equity for the years ended December 29, 2007,
    December 30, 2006 and December 31, 2005


42Consolidated Statements of Cash Flows for the
    years ended December 29, 2007, December 30, 2006 and
    December 31, 2005


43Notes to Consolidated Financial Statements


44   Form 10-K
 38




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             
    39




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
 CONSOLIDATED
    BALANCE SHEETS(Amounts in thousands, except share and per share
    amounts) December 29,


December 30,2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
16,923


$
9,899Accounts receivable, net


200,380



182,234Inventories, net


135,335



134,847Prepaid expenses


9,774



10,449Deferred taxes


6,782



10,224Other current assets


5,450



1,611Total current assets


374,644



349,264Property, plant and equipment, net


40,622



34,198Deferred financing fees, net


15,633



19,271Intangible assets, net


317,225



330,445Goodwill


203,441



207,327Other assets


4,925



7,555Total assets

$
956,490


$
948,060LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
3,350


$
3,350Revolving credit facility


5,500



3,500Current portion of capital lease obligations


21



36Accounts payable


60,586



56,950Accrued expenses


42,338



60,405Total current liabilities


111,795



124,241Long-term debt, less current portion


466,625



469,138Capital lease obligations, less current portion


145



174Deferred taxes


25,058



23,681Other noncurrent liabilities


11,880



12,664Total liabilities


615,503



629,898Stockholders equity:Common stock: $0.01 par value, 100 shares authorized,
    100 shares issued and outstanding at December 29, 2007
    and December 30, 2006






Additional paid-in capital


337,277



334,432Accumulated deficit


(2,040
)


(16,509
)Accumulated other comprehensive income


5,750



239Total stockholders equity


340,987



318,162Total liabilities and stockholders equity

$
956,490


$
948,060    40




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##### Table of Contents



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


Year Ended


Year EndedDecember 29,


December 30,


December 31,2007


2006


2005(Amounts in thousands)Net sales

$
724,639


$
638,973


$
379,855Cost of sales


475,656



426,109



244,916Gross profit


248,983



212,864



134,939Selling, general and administrative expenses


170,022



155,993



92,421Management expenses






8,250



3,000Restructuring and other infrequent expenses


589



908



1,713Amortization of intangibles


13,220



12,572



8,515Gain on sale of property, plant and equipment


(2,339
)






Income from operations


67,491



35,141



29,290Interest expense, net


41,590



42,401



21,887Income (loss) before income taxes


25,901



(7,260
)


7,403Income tax expense (benefit)


11,432



(1,408
)


4,321Net income (loss)


14,469



(5,852
)


3,082Other comprehensive income (loss):Foreign currency translation adjustment


5,511



(126
)


158Comprehensive income (loss)

$
19,980


$
(5,978
)

$
3,240    41




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##### Table of Contents



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





Cumulative


TotalCommon


Paid-in


Accumulated


Translation


StockholdersShares


Capital


Deficit


Adjustment


Equity(Amounts in thousands, except share data)Balance as of December 31, 2004


100


$
139,004


$
(13,739
)

$
207


$
125,472Capital attributable to vesting of management equity incentives
    in Parents equity






4,617











4,617Capital contributed by Parent






605











605Net income in 2005










3,082







3,082Foreign currency translation adjustment














158



158Balance 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


$
340,987    42




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##### Table of Contents



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


Year Ended


Year EndedDecember 29,


December 30,


December 31,2007


2006


2005(Amounts in thousands)Cash flows from operating activities:Net income (loss)

$
14,469


$
(5,852
)

$
3,082Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Depreciation and amortization


23,126



20,879



13,809Amortization of deferred financing fees


3,638



3,260



1,913Deferred financing fees of old debt written-off






1,613



Equity compensation expense


2,845



2,349



4,617Deferred income tax expense (benefit)


4,282



(5,120
)


2,739Effect of purchase accounting inventory
    write-up






19,010



Writedown of inventory






391



Gain on sale of property, plant and equipment


(2,339
)






Disposal of property, plant and equipment


382



164



290Changes in operating assets and liabilities, net of effects from
    purchase of businesses:Accounts receivable, net


(14,615
)


(13,523
)


(20,586
)Inventories, net


1,823



(15,156
)


(5,307
)Other current and noncurrent assets


(1,083
)


1,317



1,584Accounts payable


3,328



21,269



3,397Accrued expenses


(18,723
)


(6,857
)


3,243Other current and noncurrent liabilities


(784
)


(139
)


(259
)Net cash provided by operating activities


16,349



23,605



8,522Cash flows from investing activities:Purchase of property, plant and equipment


(16,827
)


(12,789
)


(4,999
)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
)


(363
)Net cash used in investing activities


(10,110
)


(420,204
)


(5,362
)Cash flows from financing activities:Proceeds from revolving credit facility


107,100



104,154



113,669Payments on revolving credit facility


(105,100
)


(100,654
)


(113,669
)Payments on new senior term notes


(2,513
)


(2,512
)


Proceeds from issuance of senior term notes






335,000



Payments on old senior term notes






(108,625
)


(1,100
)Capital contribution






192,127



605Capital distribution






(4,270
)


Payments on capital lease obligations


(44
)


(62
)


(101
)Payment of debt issuance costs






(12,166
)


(519
)Net cash (used in) provided by financing activities


(557
)


402,992



(1,115
)Effect of exchange rate changes on cash and cash equivalents


1,342



(126
)


158Increase in cash and cash equivalents


7,024



6,267



2,203Cash and cash equivalents, beginning of year


9,899



3,632



1,429Cash and cash equivalents, end of year

$
16,923


$
9,899


$
3,632    43




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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
  References to the Company or
    Successor refer to Easton-Bell Sports, Inc. and its
    consolidated subsidiaries. References to Easton,
    Bell and Riddell refer to Easton Sports,
    Inc. and its consolidated subsidiaries, Bell Sports Corp. and
    its consolidated subsidiaries, and Riddell Sports Group, Inc.
    and its consolidated subsidiaries, respectively, in each case,
    prior to their acquisition by Easton-Bell Sports, Inc.
    Easton-Bell Sports, Inc. is a subsidiary of RBG Holdings Corp.
    (RBG), which is a subsidiary of EB Sports Corp.,
    which is a subsidiary of Easton-Bell Sports, LLC, the ultimate
    parent company (the Parent).
      Easton Bell Giro Riddell
  Reporting
    Period
    Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Accounts
    Receivable and Concentration of Credit Risk
   44




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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
    2007


2006Raw materials

$
14,862


$
18,220Work-in-process


1,928



3,550Finished goods


118,545



113,077$
135,335


$
134,847   write-up write-up
  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  45




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Land

$
105


$
105Building and leasehold improvements


9,384



9,066Machinery and equipment


16,769



23,252Office equipment and furniture


4,073



2,949Computer equipment and software


12,813



10,613Construction in progress


11,925



5,40855,069



51,393Less accumulated depreciation


(14,447
)


(17,195
)$
40,622


$
34,198     Position 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use.
  Goodwill
    and Intangible Assets
  Goodwill and Other Intangible Assets
   46




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##### Table of Contents



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


December 30, 2006Gross





GrossCarrying


Accumulated


Carrying


AccumulatedAmounts


Amortization


Amounts


AmortizationAmortized intangible assets:Trademarks and tradenames

$
1,702


$
(1,086
)

$
1,702


$
(840
)Customer relationships


59,180



(20,042
)


59,180



(14,787
)Patents


60,345



(16,900
)


60,345



(10,441
)Licensing and other


5,900



(2,258
)


5,900



(998
)Total

$
127,127


$
(40,286
)

$
127,127


$
(27,066
)Indefinite-lived intangible assets:Trademarks

$
230,384






$
230,384     Riddell Riddell Riddell
  Bell Giro Blackburn Bell Giro Blackburn Bell Giro Blackburn Bell Giro Blackburn Easton
 47




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##### Table of Contents



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


ActionSports


Sports


ConsolidatedBalance as of December 31, 2005

$
41,970


$
58,033


$
100,003Adjustment to purchase price allocations


1,029



640



1,669Acquisitions


103,898



1,757



105,655Balance 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


$
203,441     Business Combinations
  Long-Lived
    Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
 48




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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 Ended2007


2006Beginning of year

$
2,981


$
283Warranty liability acquired through Easton acquisition






2,764Warranty costs incurred during the period


(5,825
)


(4,174
)Warranty cost liability recorded during the period


6,234



4,108End of year

$
3,390


$
2,981   Advertising
    Costs
   49




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shipping
    and Handling
    Research
    and Development Expenses
    Use of
    Estimates
    Foreign
    Currency Translation
    Fair
    Values of Financial Instruments
    Stock-Based
    Employee Compensation
     50




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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
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Business Combinations
  2.
    Acquisitions  Easton
    Sports, Inc.
         51




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               52




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net purchase price including cost of the transaction

$
405,466Add:Liabilities assumed (mainly accounts payable and accrued
    expenses)


40,799Less amounts allocated to specific asset categories:Accounts receivable


(81,123
)Inventory


(83,888
)Other current assets


(3,434
)Property, plant and equipment


(11,273
)Other assets


(2,874
)Patents


(22,000
)Licensing agreements


(4,300
)Trademarks and tradenames (indefinite-lived)


(128,300
)Non-compete agreement


(1,600
)Customer relationships


(9,900
)Net deferred tax liabilities relating to differences in the
    financial statements and the tax basis of certain assets and
    liabilities


4,147Excess of cost over net assets acquired (goodwill)

$
101,720       Year Ended


Year EndedDecember 30,


December 31,2006


2005(Unaudited)Net sales

$
694,348


$
619,337Net (loss)


(2,953
)


(4,388
)   Other
    Acquisitions
   53




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##### Table of Contents



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


$
566      54




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##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Long-term
    Debt    2007


2006Senior Secured Credit Facility:Term loan facility

$
329,975


$
332,488U.S. revolving credit facility


5,500



3,5008.375% Senior subordinated notes due 2012


140,000



140,000Capital lease obligations


166



210Total long-term debt


475,641



476,198Less current maturities of long-term debt


(8,871
)


(6,886
)Long-term debt, less current portion

$
466,770


$
469,312        55




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##### Table of Contents



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


Revolving


CapitalFiscal Year Ending

Term Loan


Notes


Credit


Leases


Total2008

$
3,350


$



$
5,500


$
21


$
8,8712009


3,350











22



3,3722010


3,350











22



3,3722011


3,350











24



3,3742012


316,575



140,000







26



456,601Thereafter














51



51$
329,975


$
140,000


$
5,500


$
166


$
475,641      56




---



##### 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,
      5.
    Accrued
    Expenses    2007


2006Salaries, wages, commissions and bonuses

$
6,875


$
13,902Advertising


5,017



6,009Restructuring


566



4,128Defective products


938



1,990Rebates


4,412



2,634Warranty


3,390



2,981Product liability  current portion


2,443



2,162Royalties


1,858



2,458Interest


3,227



3,604Other


13,612



20,537$
42,338


$
60,405  57




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Leases    Capital


OperatingFiscal Year Ending

Leases


Leases2008

$
35


$
7,6432009


34



5,7642010


32



5,1672011


32



4,1672012


32



3,463Thereafter


55



6,526Total minimum lease payments


220


$
32,730Less amount representing interest


(54
)Present value of minimum lease payments, including current
    maturities of $21

$
166     2007


2006Leasehold improvements

$
247


$
246Machinery and equipment






4Furniture and fixtures


19



158266



408Less accumulated depreciation


(139
)


(242
)$
127


$
166     7.
    Employee
    Benefit Plans      8.
    Segment
    Information   58




---



##### Table of Contents



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


ActionSports


Sports


ConsolidatedYear 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



12,789Year ended December 31, 2005:Net sales

$
132,798


$
247,057


$
379,855Income from operations


19,045



31,005



50,050Depreciation


1,742



3,552



5,294Capital expenditures


2,122



2,877



4,999   As of December 29, 2007 and

Team


ActionDecember 30, 2006, Respectively

Sports


Sports


ConsolidatedAssets2007

$
589,965


$
366,525


$
956,4902006


587,187



360,873



948,060   For Years Ended in2007, 2006 and 2005, Respectively

2007


2006


2005Segment income from operations

$
100,977


$
71,486


$
50,050Equity compensation expense


(2,845
)


(3,097
)


(4,617
)Restructuring and other infrequent expenses


(589
)


(908
)


(1,713
)Amortization of intangibles


(13,220
)


(12,572
)


(8,515
)Management expenses






(8,250
)


(3,000
)Corporate expenses


(16,832
)


(11,518
)


(2,915
)Consolidated income from operations

$
67,491


$
35,141


$
29,290   (a)
    The following table summarizes net sales by product lines. 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 59




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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.  2007


2006


2005% of





% of





% ofNet Sales


Net Sales


Net Sales


Net Sales


Net Sales


Net SalesTeam SportsBaseball and softball products

$
151,103



20.9
%

$
107,287



16.8
%

$





%Ice hockey products


112,307



15.5



94,078



14.7







Football products and reconditioning


75,762



10.5



72,818



11.4



67,043



17.6Other products and licensing


77,386



10.7



73,608



11.5



65,755



17.4$
416,558



57.6
%

$
347,791



54.4
%

$
132,798



35.0
%Action SportsCycling helmets

$
133,799



18.5
%

$
117,589



18.4
%

$
114,472



30.1
%Snow sports helmets


28,702



3.9



32,374



5.1



23,076



6.1Powersports products


16,284



2.2



16,231



2.5



15,727



4.1Premium cycling components


45,813



6.3



37,032



5.8



11,786



3.1Fitness accessories


15,201



2.1



17,844



2.8



15,207



4.0Cycling accessories


68,282



9.4



70,112



11.0



66,789



17.6$
308,081



42.4
%

$
291,182



45.6
%

$
247,057



65.0
%Total Net Sales

$
724,639



100.0
%

$
638,973



100.0
%

$
379,855



100.0
%   (b)
    
    Net sales by customer location for 2007, 2006 and 2005 were as
    follows:  2007


2006


2005Net sales:North America

$
625,572


$
546,778


$
343,000Europe


70,897



77,841



32,470Other


28,170



14,354



4,385$
724,639


$
638,973


$
379,855   (c)
    
    Property, plant and equipment, net by location as of
    December 29, 2007 and December 30, 2006 was as follows:  2007


2006North America

$
40,225


$
33,837Other


397



361$
40,622


$
34,198   (d)
    
    Total assets by location as of December 29, 2007 and
    December 30, 2006 was as follows:  2007


2006North America

$
947,980


$
943,009Other


8,510



5,051$
956,490


$
948,060  60




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Product
    Liability, Litigation and Other Contingencies  Product
    Liability
  and/or
    Litigation
    and Other Contingencies
    10.
    Income
    Taxes  Accounting
    for Uncertainty in Income Taxes-an interpretation of FASB
    Statement No. 109, Accounting for Income Taxes
     61




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at December 31, 2006

$
2,774Settlements


(2,774
)Balance at December 29, 2007

$
       2007


2006


2005Current tax expense (benefit):Federal

$
(416
)

$



$
628State


641



800



514Foreign


6,925



2,912



4407,150



3,712



1,582Deferred tax expense (benefit):Federal


3,875



(2,916
)


2,439State


587



(1,082
)


(419
)Foreign


(180
)


(1,122
)


7194,282



(5,120
)


2,739Income tax expense (benefit)

$
11,432


$
(1,408
)

$
4,321     2007


2006


2005Provision for income taxes at United States federal statutory
    rate of 35%

$
9,065


$
(2,541
)

$
2,569State and local income taxes, net of federal income tax effect


798



247



(61
)Taxes on foreign income which differ from the United States
    statutory rate


173



(160
)


39Non-deductible equity compensation expense


996



1,084



1,616Tax effect of other permanent items


400



329



112Other






(367
)


46$
11,432


$
(1,408
)

$
4,321  62




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Deferred income tax assets:Receivable reserves

$
1,537


$
1,601Inventory


4,032



2,714Accrued expenses and reserves


3,788



8,756Net operating loss carryforwards


50,105



45,319Other


1,022



2,097Total deferred tax assets


60,484



60,487Deferred income tax liabilities:Property, plant and equipment


144



197Intangible assets


71,418



66,724Other


685



510Total deferred tax liabilities


72,247



67,431Valuation allowance


(6,513
)


(6,513
)Total net deferred income tax liability

$
(18,276
)

$
(13,457
)       2007


2006


2005Domestic

$
10,924


$
(16,515
)

$
4,191Foreign


14,977



9,255



3,212Income (loss) before income taxes

$
25,901


$
(7,260
)

$
7,403   non-U.S. subsidiaries
    11.
    Derivative
    Instruments and Hedging Activity  Accounting for Derivative
    Instruments and Hedging Activities,
 63




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        12.
    Stock-Based
    Employee Compensation     64




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007

2006Risk-free interest rate

5.2%

4.9%Expected term

4 years

4 yearsExpected volatility(1)

46.0%

46.0%Dividend yield

0.0%

0.0%Forfeiture rate

7.7%

7.7%     (1)
    
    Expected volatility is based upon a peer group of companies
    given no historical data for the Units.         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


(4,755,805
)

$
2.12Outstanding at December 29, 2007


27,181,931


$
2.10Vested Units at December 30, 2006


841,078


$
1.50Vested Units at December 29, 2007


5,588,763


$
2.01       2005Net income as reported

$
3,082Unit based compensation expense


1,921Pro forma unit based compensation expense


(338
)Pro forma net income

$
4,665   13.
    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)
    14.
    Supplemental
    Guarantor Condensed Financial Information    Rule 3-10 Regulation S-X
 68




---



##### 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  69




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Balance Sheet
    December 30, 2006
  Guarantor


Non-GuarantorIssuer


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedASSETSCurrent assets:Cash and cash equivalents

$
1,527


$
2,685


$
5,687


$



$
9,899Accounts receivable, net






164,428



17,806







182,234Inventories, net






122,686



12,161







134,847Prepaid expenses


2,301



7,811



337







10,449Deferred taxes


5,205



5,019











10,224Other current assets






1,131



480







1,611Total current assets


9,033



303,760



36,471







349,264Property, plant and equipment, net


5,094



27,680



1,424







34,198Deferred financing fees, net


19,271















19,271Investments and intercompany receivables


749,737



23,899



9,210



(782,846
)


Intangible assets, net






323,945



6,500







330,445Goodwill


16,195



185,941



5,191







207,327Other assets






7,555











7,555Total assets

$
799,330


$
872,780


$
58,796


$
(782,846
)

$
948,060LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt

$
3,350


$



$



$



$
3,350Revolving credit facility


3,500















3,500Current portion of capital lease obligations






36











36Accounts payable






55,214



1,736







56,950Accrued expenses


4,620



48,549



7,236







60,405Total current liabilities


11,470



103,799



8,972







124,241Long-term debt, less current portion


469,138















469,138Capital lease obligations, less current portion






174











174Deferred taxes






19,879



3,802







23,681Other noncurrent liabilities






7,330



5,334







12,664Long-term intercompany payables


560



659,396







(659,956
)


Total liabilities


481,168



790,578



18,108



(659,956
)


629,898Total stockholders equity


318,162



82,202



40,688



(122,890
)


318,162Total liabilities and stockholders equity

$
799,330


$
872,780


$
58,796


$
(782,846
)

$
948,060  70




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Operations
    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   Condensed
    Consolidating Statement of Operations
    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
)  71




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    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  72




---



##### Table of Contents



EASTON-BELL
    SPORTS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Condensed
    Consolidating Statement of Cash Flows
    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  73




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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
    Form 10-K
    Managements
    report on internal control over financial reporting
  Rule 13a-
   74




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##### Table of Contents



Item 9B.
    Other
    Information   
  PART III
 
  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionJames L. Easton


72


ChairmanTimothy P. Mayhew


40


Interim Principal Executive Officer and DirectorPaul E. Harrington


46


Chief Executive Officer(1)Mark A. Tripp


49


Chief Financial Officer, Senior Vice President and TreasurerAnthony B. DOnofrio


53


Chief Operating Officer and Senior Vice PresidentDaniel J. Arment


47


Executive Vice President, General Manager-Mass Market BusinessDaniel D. Jelinek


43


President of Team SportsC. Kwai Kong


45


President of Specialty BusinessRichard D. Tipton


51


Senior Vice President, General Counsel and SecretaryJackelyn E. Werblo


54


Senior Vice President of Human ResourcesWilliam L. Beane III


45


DirectorShael J. Dolman


36


DirectorPeter D. Lamm


56


DirectorTerry G. Lee


59


DirectorAron I. Schwartz


37


DirectorLee L. Sienna


56


DirectorPeter V. Ueberroth


70


DirectorRichard E. Wenz


58


Director     (1)
    
    Paul E. Harrington will become our Chief Executive Officer in
    April 2008. 75




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##### Table of Contents



James L. Easton
  Timothy P. Mayhew
  Paul E. Harrington
  Mark A. Tripp
  Anthony B. DOnofrio
  Daniel J. Arment
  Daniel D. Jelinek
 76




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##### Table of Contents



C. Kwai Kong
  Richard D. Tipton
  Jackelyn E. Werblo
  William L. Beane III
  Shael J. Dolman
  Peter D. Lamm
  Terry G. Lee
  Aron I. Schwartz 1-800
 77




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##### Table of Contents



Lee L. Sienna
  Peter V. Ueberroth Coca-Cola
  Richard E. Wenz
  Code of
    Ethics
    Audit
    Committee
   
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Philosophy
   78




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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
   79




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##### Table of Contents



Base
    Salary and Bonus
      Equity
    Incentives
      Direct
    Investment
     80




---



##### Table of Contents



Equity
    Incentive Plan
          Perquisites
   81




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##### Table of Contents



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


Bonus


Awards


All Other


TotalName and Principal Position

Year


($)


($)


($)(6)


Compensation


($)Anthony M. Palma,


2007


$
750,000


$



$



$
25,825


$
775,825Chief Executive Officer(1)


2006



593,750



740,115



301,715



66,240



1,701,820Mark A. Tripp,


2007



325,000











23,103



348,103Chief Financial Officer(2)


2006



230,229



169,610



65,871



62,985



528,695Anthony B. DOnofrio,


2007



196,179



125,000







111,658



432,837Chief Operating Officer(3)Daniel J. Arment,


2007



275,987











31,560



307,547Executive Vice President, General Manager  Mass
    Market Business(4)


2006



262,693



198,750



81,954



223,852



767,249Daniel D. Jelinek,


2007



365,000











17,167



382,167President of Team Sports(5)


2006



272,449



210,000



65,871



38,951



587,271     (1)
    
    For 2007, all other compensation for Mr. Palma includes
    $14,400 for auto allowance, $6,750 for 401K company
    contributions, $3,636 for medical expenses and the remainder for
    long-term disability insurance premiums, life insurance premiums
    and a holiday gift card.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. Mr. Palma was removed from
    office on March 5, 2008.(2)
    
    For 2007, all other compensation for Mr. Tripp includes
    $7,200 for auto allowance, $6,750 for 401K company
    contributions, $8,114 for medical expenses and the remainder for
    long-term disability insurance premiums, 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.(3)
    
    Mr. DOnofrios employment with us began on
    July 9, 2007. For 2007, his salary and bonus amounts
    reflect earned amounts after the commencement of employment.
    Bonus includes $50,000 for an employment signing bonus and a
    $75,000 guaranteed bonus for 2007 as part of his employment
    agreement. All other compensation for Mr. DOnofrio
    includes $67,250 for relocation expenses and related taxes paid
    of $35,343 and the remainder for 401K company contributions,
    medical expenses, life insurance premiums and a holiday gift
    card. 82




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##### Table of Contents



(4)
    
    For 2007, all other compensation for Mr. Arment includes
    $24,000 for housing allowance, $6,750 for 401K company
    contributions and the remainder for life insurance premiums and
    a holiday gift card.(5)
    
    For 2007, all other compensation for Mr. Jelinek includes
    $6,750 for 401K company contributions, $9,498 for medical
    expenses and the remainder for long-term disability insurance
    premiums, life insurance premiums and a holiday gift card.Mr. Jelinek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.(6)
    
    For all named executive officers, option awards include the
    Class B Common Units of our Parent granted to such officer
    under our equity incentive plan during 2006. The amount set
    forth in the table reflects the amounts reported for financial
    statement reporting purposes for fiscal year 2006 in accordance
    with SFAS 123R. The assumptions made in establishing such
    amounts are more fully described in Note 12 to the Audited
    Consolidated Financial Statements included in Item 8 of
    this annual report.  Outstanding
    Equity Awards at Fiscal Year-End
  Option AwardsNumber ofSecuritiesUnderlyingUnexercised


OptionOptions (#)


Exercise


OptionUnexercisable


Price ($)


ExpirationName

(1)


(2)


DateAnthony M. Palma(3)


5,542,168.45


$
2.1419



5/1/2010Mark A. Tripp


1,209,979.91


$
2.1419



5/1/2010Anthony B. DOnofrio










Daniel J. Arment


794,874.189


$
2.1419



3/16/2010105,125.811


$
2.1419



5/12/2010Daniel D. Jelinek


1,209,979.91


$
2.1419



5/1/2010     (1)
    
    All option awards consist of Class B Common Units issued
    pursuant to our Parents equity incentive plan.(2)
    
    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.(3)
    
    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 March 5, 2008, Mr. Palma
    has 831,325.267 vested Class B Common Units, equal to
    one-fourth of his Class B Common Units subject to time
    vesting.  Employment
    Arrangements and Payments Upon Termination or Change of
    Control
    Anthony M. Palma
     83




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##### Table of Contents



and/or
      Mark A. Tripp
        and/or
   84




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##### Table of Contents



Triggering Event

Pay-Out AmountCompany terminates for cause


Company terminates other than for cause

$
682,500Mr. Tripp terminates for Good Reason

$
682,500Mr. Tripp terminates other than for Good Reason


Termination following a Change of Control

$
682,500       Anthony B. DOnofrio
        and/or
 85




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##### Table of Contents



Triggering Event

Pay-Out AmountCompany terminates for cause


Company terminates other than for cause

$
892,500Mr. DOnofrio terminates for Good Reason

$
892,500Mr. DOnofrio terminates other than for Good Reason


Termination following a Change of Control

$
892,500       Daniel D. Jelinek
       86




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##### Table of Contents



and/or
      Triggering Event

Pay-Out AmountCompany terminates for cause


Company terminates other than for cause

$
766,500Mr. Jelinek terminates for Good Reason

$
766,500Mr. Jelinek terminates other than for Good Reason


Termination following a Change of Control

$
766,500      87




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##### Table of Contents



Specific
    Compensation of Directors
    Director
    Compensation
  All OtherOption Awards


Compensation


TotalName(1)

($)(2)


($)(3)


($)James L. Easton










William L. Beane III










Shael J. Dolman










Mark R. Genender(4)










Peter D. Lamm










Terry G. Lee





$
100,000


$
100,000Timothy P. Mayhew










Aron I. Schwartz










Lee L. Sienna










Peter V. Ueberroth










Richard E. Wenz










     (1)
    
    As noted above, prior to his departure in March 2008,
    Mr. Palma also served as a director of our company and was
    a member of the board of managers of our Parent. All of
    Mr. Palma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)
    
    For all applicable directors, option awards include the
    Class B Common Units of our Parent granted to such director
    under our equity incentive plan during 2006. Mr. Beane
    received 129,328.334 Class B Common Units on March 16,
    2006; Mr. Lee received 129,328.334 Class B Common
    Units on March 16, 2006; Mr. Ueberroth received
    129,328.334 Class B Common Units on July 10, 2006; and
    Mr. Wenz received 258,656.668 Class B Common Units on
    July 10, 2006.(3)
    
    For all directors, all other compensation includes the amount
    paid directly to such director pursuant to the distribution made
    by our Parent in December 2006. Mr. Lee received $100,000
    pursuant to a consulting agreement with us.(4)
    
    Mark R. Genender resigned as a director of our Company as of
    March 5, 2008.  Compensation
    Committee Report
   88




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##### Table of Contents



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





PercentageOwnership





OwnershipInterest in


Class B


Interest inClass A Common


Class A


Common


Class BUnits(1)


Units


Units(2)


UnitsFenway Easton-Bell Sports Holdings, LLC(3)


111,020,957.500



53.5
%






Teachers Private Capital(4)


47,621,270.834



22.9
%






York Street Capital Partners, LLC(5)


12,271,099.273



5.9
%






James L. Easton Living Trust(6)


11,671,880.106



5.6
%






Anthony M. Palma(7)


58,359.401



*



5,542,168.449



19.3
%Mark A. Tripp


58,359.401



*



1,209,979.914



4.2
%Anthony B. DOnofrio










1,350,000.000



4.7
%Daniel D. Jelinek


35,015.640



*



1,209,979.914



4.2
%Daniel J. Arment


61,153.768



*



900,000



3.1
%James L. Easton(6)


11,671,880.106



5.6
%






Peter V. Ueberroth(8)










129,328.334



*Lee L. Sienna(9)


47,621,270.834



22.9
%






Shael J. Dolman(9)


47,621,270.834



22.9
%






Terry G. Lee(10)


114,035.208



*



129,328.334



*William L. Beane III(11)










129,328.334



*Peter D. Lamm(12)


111,020,957.500



53.5
%






Timothy P. Mayhew(13)










1,046,209.017



3.6
%Aron I. Schwartz(13)














Richard E. Wenz(14)










258,656.668



*All managers, directors and executive officers as a group(15)


170,770,134.257



82.3
%


13,875,861.010



48.2
%     *
    
    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 (i) 108,791,970.030 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) 522,955.834
    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. 89




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##### Table of Contents



(4)
    
    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.(5)
    
    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.(6)
    
    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.(7)
    
    Anthony M. Palma, our Chief Executive Officer during the last
    completed fiscal year, resigned on March 5, 2008. The
    mailing address for Mr. Palma is 7855 Haskell Avenue,
    Suite 200, Van Nuys, CA 91406.(8)
    
    The principal office of Peter V. Ueberroth is located at The
    Contrarian Group, 1071 Camelback St., Suite 111, Newport
    Beach, California 92660.(9)
    
    Lee L. Sienna is a Vice President of Teachers and Shael J.
    Dolman is a Director 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.(10)
    
    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.(11)
    
    The principal office of William L. Beane III is located at
    7000 Coliseum Way, Oakland, California 94621.(12)
    
    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.(13)
    
    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.(14)
    
    The principal office of Richard E. Wenz is located at 26429
    Brick Lane, Bonita Springs, Florida 34134.(15)
    
    Represents (i) 15 persons as a group for Class A
    Common Units and includes 129,102.399 Class A Common Units
    held by one executive officer who is not a named executive
    officer and (ii) 17 persons as a group for
    Class B Common Units and includes three executive officers
    whom are not named executive officers, holding
    Class B Common Units of 1,070,882.046, 500,000.000 and
    400,000.000, respectively. 90




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Operating
    Agreement
    Subscription
    Agreements
    EBS
    Credit Agreement
       91




---



##### Table of Contents



Management
    Agreements
        Arrangements
    with Management
      Arrangements
    with Jas. D. Easton, Inc.
    Easton
 92




---



##### Table of Contents



Easton
      Other
    Related Party Transactions
     
  Item 14.
    Principal
    Accounting Fees and Services  Fees
    2007


2006Audit Fees

$
1,070,000


$
1,162,806Tax Fees


16,000



28,650Total

$
1,086,000


$
1,191,456   Audit Fees Form 10-Q
 93




---



##### Table of Contents



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, 2006.4
.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. 94




---



##### Table of Contents



Exhibit



The Filings Referenced forNumber

Description of Exhibit

Incorporation by Reference are: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 Anthony M. Palma

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

Exhibit 10.4 to the Companys Current Report on
    Form 8-K/A
    filed June 23, 2006.10
.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 Paul E. Harrington

Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed March 7, 2008.10
.10*

Employment Agreement with Anthony B. DOnofrio

Filed herewith10
.11*

Employment Agreement with Jackelyn E. Werblo

Filed herewith10
.12*

Consulting Agreement with Terry Lee

Exhibit 10.8 to the Companys Registration Statement
    on
    Form S-4
    filed April 7, 2005.21
.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  95




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##### Table of Contents



SIGNATURES
      By:
    /s/  Timothy
    P. Mayhew   Interim Principal Executive Officer
      Signature

Title

Date/s/  Timothy
    P. MayhewTimothy
    P. Mayhew

Interim Principal Executive Officer and Director
    (Principal Executive Officer)

March 25, 2008/s/  Mark
    A. TrippMark
    A. Tripp

Chief Financial Officer 
    (Principal Financial Officer)

March 25, 2008/s/  James
    L. EastonJames
    L. Easton

Director

March 25, 2008/s/  William
    L. Beane IIIWilliam
    L. Beane III

Director

March 25, 2008/s/  Shael
    J. DolmanShael
    J. Dolman

Director

March 25, 2008/s/  Peter
    D. LammPeter
    D. Lamm

Director

March 25, 2008/s/  Terry
    G. LeeTerry
    G. Lee

Director

March 25, 2008/s/  Aron
    I. SchwartzAron
    I. Schwartz

Director

March 25, 2008/s/  Lee
    L. SiennaLee
    L. Sienna

Director

March 25, 2008/s/  Peter
    V. UeberrothPeter
    V. Ueberroth

Director

March 25, 2008/s/  Richard
    E. WenzRichard
    E. Wenz

Director

March 25, 2008  96




---



##### Table of Contents



ANNUAL
    REPORT ON
    FORM 10-K
    ITEM 15 (a)(2)
  FINANCIAL
    STATEMENT SCHEDULE
    YEAR ENDED DECEMBER 29, 2007
  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 December 29, 2007

$
9,422


$



$
4,931


$
(3,628
)

$
10,725Year ended December 30, 2006


8,118







3,970



(2,666
)


9,422Year ended December 31, 2005


6,734







3,816



(2,432
)


8,118Inventory Excess and Obsolete ReserveYear ended December 29, 2007

$
6,880


$



$
4,996


$
(4,511
)

$
7,365Year ended December 30, 2006


6,415



3,245



1,711



(4,491
)


6,880Year ended December 31, 2005


6,800







2,069



(2,454
)


6,415Allowance for Doubtful AccountsYear ended December 29, 2007

$
5,575


$



$
3,291


$
(3,922
)

$
4,944Year ended December 30, 2006


2,634



2,454



2,500



(2,013
)


5,575Year ended December 31, 2005


3,599







(194
)


(771
)


2,634  97