SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


    [x]  QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999
                                       OR

    [ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

             For the transition period from             to
                                            ------------  ------------
                         Commission File Number: 0-24556


                              MARKER INTERNATIONAL
             (Exact name of registrant as specified in its charter)

                           Utah                            87-0372759
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization



                              1070 West 2300 South
                           Salt Lake City, Utah 84119
                    (Address of principal executive offices)

                                 (801) 972-2100
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and (2) has  been  subject  to such  filings
requirements for the past 90 days.

                           Yes X               No
                              ---                ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


         Class of Common Stock                 Outstanding at November 15, 1999
         ---------------------                 --------------------------------

              Common Stock, $0.01 par value               11,120,577


<PAGE>

<TABLE>
<CAPTION>


                              MARKER INTERNATIONAL

                                TABLE OF CONTENTS


                         Part I - Financial Information

         Item 1. Financial Statements                                                     Page
                                                                                          ----
<S>                                                                                       <C>
                           Condensed Consolidated Balance Sheets
                                    As of September 30, 1999 and March 31, 1999            3

                           Condensed Consolidated Statements of Operations
                                    For the Three and Six Months Ended
                                    September 30, 1999 and 1998                            5

                           Condensed Consolidated Statements of Cash Flows
                                    For the Six Months Ended
                                    September 30, 1999 and 1998                            7

                           Notes to Condensed Consolidated Financial Statements            8


         Item 2. Management's Discussion and Analysis of Financial Condition
                           and Results of Operations                                      23

         Item 3. Quantitative and Qualitative Disclosures About Market Risk               33

         Item 4. Submission of Matters to a Vote of Security Holders                      35


                           Part II - Other Information

         Item 1. Legal Proceedings                                                        36

         Item 3. Defaults Upon Senior Securities                                          36

         Item 6. Exhibits and Reports on Form 8-K                                         37

         Signatures                                                                       39
</TABLE>

                                       2


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                      MARKER INTERNATIONAL AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                   (Unaudited)


                                     ASSETS

                                                        September 30,  March 31,
                                                            1999         1999
                                                            ----         ----
CURRENT ASSETS:
     Cash and cash equivalents                            $    826    $  5,547
     Accounts receivable, net of allowance for doubtful
        accounts of $1,461 and $1,721, respectively         27,876      22,392
     Inventories                                            21,302      18,752
     Prepaid and other current assets                          566         391
                                                          --------    --------
              Total current assets                          50,570      47,082
                                                          --------    --------

PROPERTY, PLANT AND EQUIPMENT:
     Land                                                      386         386
     Building and improvements                               4,578       4,645
     Machinery and equipment                                19,916      20,096
     Furniture, fixtures and office equipment                4,223       4,797
                                                          --------    --------
                                                            29,103      29,924
     Less accumulated depreciation and amortization        (19,735)    (18,725)
                                                          --------    --------
              Net property, plant and equipment              9,368      11,199
                                                          --------    --------
INTANGIBLE ASSETS, net of accumulated amortization            --           244
                                                          --------    --------
OTHER ASSETS                                                   512         448
                                                          --------    --------
                                                          $ 60,450    $ 58,973
                                                          ========    ========

      The accompanying notes to condensed  consolidated financial statements are
      an integral part of these condensed consolidated balance sheets.

                                       3
<PAGE>


                      MARKER INTERNATIONAL AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                             (Dollars in Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

                                                          September 30,   March 31,
                                                               1999         1999
                                                             --------    --------
<S>                                                          <C>         <C>
LIABILITIES NOT SUBJECT TO COMPROMISE:
     CURRENT LIABILITIES:
         Notes payable to banks                              $ 59,873    $ 46,062
         Current maturities of long-term debt                   1,565       5,595
         Current maturities of Series A Bonds, issued to a
                related party                                    --        11,399
         Accounts payable                                       2,913       5,948
         Other current liabilities                              4,256      12,937
                                                             --------    --------
                  Total current liabilities                    68,607      81,941
                                                             --------    --------
LONG-TERM DEBT, net of current maturities                       3,459       3,821
                                                             --------    --------
LIABILITIES SUBJECT TO COMPROMISE:
     Accounts payable                                              12        --
     Accrued liabilities                                        6,508        --
     Long-term debt                                             1,506        --
     Series A Bonds, issued to a related party                 12,743        --
     Redeemable Series B Preferred Stock                        3,000        --
                                                             --------    --------
         Total liabilities subject to compromise               23,769        --
                                                             --------    --------
REDEEMABLE SERIES B PREFERRED STOCK                              --         3,000
                                                             --------    --------
SHAREHOLDERS' DEFICIT:
     Common stock                                                 111         111
     Additional paid-in capital                                36,736      36,311
     Accumulated deficit                                      (70,517)    (64,658)
     Accumulated other comprehensive loss                      (1,715)     (1,553)
                                                             --------    --------
              Total shareholders' deficit                     (35,385)    (29,789)
                                                             --------    --------
                                                             $ 60,450    $ 58,973
                                                             ========    ========
</TABLE>

     The accompanying notes to condensed  consolidated  financial statements are
      an integral part of these condensed consolidated balance sheets.

                                       4
<PAGE>
<TABLE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Dollars in Thousands, Except Per Share Amounts)
                                   (Unaudited)
<CAPTION>


                                                          For the Three Months   For the Six Months
                                                         Ended September 30,     Ended September 30,
                                                           1999          1998        1999       1998
                                                         --------    --------    --------    --------
<S>                                                      <C>         <C>         <C>         <C>
NET SALES                                                $ 16,949    $ 24,035    $ 20,019    $ 26,596
COST OF SALES                                              11,075      15,830      13,254      17,408
                                                         --------    --------    --------    --------
GROSS PROFIT                                                5,874       8,205       6,765       9,188
                                                         --------    --------    --------    --------
OPERATING EXPENSES:
     Selling                                                2,046       3,024       3,744       5,409
     General and administrative                             2,066       3,753       4,292       6,189
     Research and development                                 441         650         881       1,258
     Warehousing and shipping                                 400         414         711         784
                                                         --------    --------    --------    --------
         Total operating expenses                           4,953       7,841       9,628      13,640
                                                         --------    --------    --------    --------
OPERATING INCOME (LOSS)                                       921         364      (2,863)     (4,452)
                                                         --------    --------    --------    --------
OTHER INCOME (EXPENSE):
     Interest expense                                      (1,106)     (1,743)     (2,066)     (3,226)
     Other, net                                            (1,477)      1,921      (1,525)      2,158
                                                         --------    --------    --------    --------
         Total other income (expense)                      (2,583)        178      (3,591)     (1,068)
                                                         --------    --------    --------    --------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES
   OPERATIONS BEFORE REORGANIZATION
   ITEMS AND INCOME TAXES                                  (1,662)        542      (6,454)     (5,520)
                                                         --------    --------    --------    --------
REORGANIZATION ITEMS:
     Professional fees                                       (807)       --          (879)       --
     Other general and administrative expenses                (34)       --           (35)       --
                                                         --------    --------    --------    --------
         Total reorganization items                          (841)       --          (914)       --
                                                         --------    --------    --------    --------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES                                                      (2,503)        542      (7,368)     (5,520)

(PROVISION) BENEFIT FOR INCOME TAXES                           73        (329)         11        (329)
                                                         --------    --------    --------    --------
INCOME (LOSS) FROM CONTINUING
  OPERATIONS                                               (2,430)        213      (7,357)     (5,849)

DISCONTINUED OPERATIONS:
     Loss from operations of discontinued
          snowboard business, net of income taxes             --       (1,191)       --        (1,484)

     Gain (loss) on disposal of snowboard business          1,553     (24,861)      1,634     (24,861)
                                                         --------    --------    --------    --------
GAIN (LOSS) FROM DISCONTINUED OPERATIONS
  OPERATIONS                                                1,553     (26,052)      1,634     (26,345)
                                                         --------    --------    --------    --------

NET LOSS                                                 $   (877)   $(25,839)   $ (5,723)   $(32,194)
                                                         ========    ========    ========    ========
</TABLE>

      The accompanying notes to condensed  consolidated financial statements are
        an integral part of these condensed consolidated statements.

                                       5
<PAGE>

<TABLE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
                (Dollars in Thousands, Except Per Share Amounts)
                                   (Unaudited)
<CAPTION>

                                                              For the Three Months               For the Six Months
                                                                Ended September 30,              Ended September 30,
                                                              1999              1998             1999              1998
                                                            ---------         ---------        ---------         ------
<S>                                                         <C>               <C>              <C>               <C>
INCOME (LOSS) PER COMMON SHARE  (Both Basic and Diluted):


     Income (loss) from continuing operations               $  (0.22)         $   0.02         $  (0.66)         $  (0.53)
                                                            --------          --------         --------          --------
     Loss from operations of discontinued   snowboard
              snowboard business                               --                (0.11)           --                (0.13)
     Income (loss) on disposal of snowboard business            0.14             (2.23)            0.15             (2.23)
                                                            --------          --------         --------          --------

     Income (loss) from discontinued operations                 0.14             (2.34)            0.15             (2.36)
                                                            --------          --------         --------          --------
     Net loss per share                                     $  (0.08)         $  (2.32)        $  (0.51)         $  (2.89)
                                                            ========          ========         ========          ========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (Both Basic and Diluted)                      11,140,577        11,130,577       11,140,577        11,130,577
                                                          ==========        ==========       ==========        ==========
</TABLE>

      The accompanying notes to condensed  consolidated financial statements are
        an integral part of these condensed consolidated statements.



                                       6
<PAGE>
<TABLE>
<CAPTION>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)


                                                                         For the Six Months
                                                                         Ended September 30,
                                                                       --------------------
                                                                          1999        1998
                                                                       --------    --------
<S>                                                                    <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                          $ (5,723)   $(32,194)
     Adjustments to reconcile net loss to net cash
    used in operating activities
        Loss on sale of property, plant and equipment                        21         725
        Depreciation and amortization                                     2,176       2,097
        Loss from write-off of goodwill and intangibles                    --         8,487
        Change in assets and liabilities:
           Increase in accounts receivable, net                          (7,701)    (10,033)
           Increase in inventories                                       (3,850)     (6,559)
           (Increase) decrease in prepaid and other assets                 (228)      1,911
           (Decrease) increase in accounts payable                         (789)     11,794
           (Decrease) increase in other current liabilities              (1,898)      8,053
                                                                       --------    --------
NET CASH USED IN OPERATING ACTIVITIES                                   (17,992)    (15,719)
                                                                       --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property, plant and equipment                            (711)     (2,083)
     Proceeds from disposition of equipment                                 167        --
                                                                       --------    --------
NET CASH USED IN INVESTING ACTIVITIES                                      (544)     (2,083)
                                                                       --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net borrowings on notes payable to banks                            15,253      19,413
     Proceeds from issuance of preferred stock                             --         3,000
     Proceeds from issuance of long-term debt                               482         360
     Principal payments on long-term debt                                (3,234)     (1,473)
                                                                       --------    --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                12,501      21,300
                                                                       --------    --------
Effect of foreign exchange rate changes on cash and cash
    equivalents                                                           1,314      (3,270)
                                                                       --------    --------

Net (decrease) increase in cash and cash equivalents                     (4,721)        228
Cash and cash equivalents at beginning of period                          5,547       4,241
                                                                       --------    --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $    826    $  4,469
                                                                       ========    ========
Supplemental disclosure of cash flow information:
     Cash paid during the period for interest                          $  1,556    $  1,856
     Cash paid for reorganization professional fees                       1,064        --
</TABLE>

      The accompanying notes to condensed  consolidated financial statements are
        an integral part of these condensed consolidated statements.


                                       7
<PAGE>


                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)


Note 1.  Interim Financial Statements

         The accompanying  condensed  consolidated  financial statements include
the accounts of Marker  International and its subsidiaries (the "Company").  The
condensed  consolidated  financial statements have been prepared pursuant to the
rules and  regulations of the Securities  and Exchange  Commission  (the "SEC").
Certain  information  and footnote  disclosures  normally  required in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  omitted  pursuant  to such  rules  and  regulations.  The  financial
statements  reflect  all  adjustments   (consisting  only  of  normal  recurring
adjustments)  which,  in the  opinion of  management,  are  necessary  to fairly
present the financial  position,  results of  operations  and cash flows for the
periods presented.

         The Company's  financial  statements for the year ended March 31, 1999,
and unaudited financial  statements for the three and six months ended September
30, 1999, have been prepared on a going concern basis,  which  contemplates  the
realization  of assets and  settlement of  liabilities  and  commitments  in the
normal course of business. The Company incurred net losses of approximately $5.7
million for the six months ended  September 30, 1999,  and  approximately  $48.0
million for the year ended March 31, 1999. As of September 30, 1999, the Company
had a shareholders'  deficit of approximately $35.4 million. The Company was not
in  compliance  with  covenants  of various debt and other  obligations  and has
insufficient  working capital to fund operations (See Note 2 for a discussion of
obligations in default).  These factors,  among others,  raise substantial doubt
about the Company's  ability to continue as a going  concern.  The  accompanying
condensed  consolidated  financial  statements  do not include  any  adjustments
relating to the  recoverability  and classification of asset carrying amounts or
the amount and  classification  of  liabilities  that  might  result  should the
Company be unable to continue as a going concern.

         Management's  plans with respect to these matters include,  among other
things, restructuring the Company's obligations,  obtaining additional financing
and consummating the transactions  contemplated by the Asset Purchase  Agreement
dated  as of  July  30,  1999,  as  amended,  between  the  Company  and  Marker
International GmbH, a Swiss GmbH currently wholly-owned by CT Sports Holding AG,
a newly formed  joint  venture  between  Tecnica  S.p.A.  and H.D.  Cleven,  the
principal shareholder of the Volkl Group.  Management is actively pursuing these
plans, as discussed below.

         The results of operations for the six months ended  September 30, 1999,
are not  necessarily  indicative  of the results for the full fiscal year. It is
suggested  that these  condensed  consolidated  financial  statements be read in
conjunction  with the financial  statements  and notes  thereto  included in the
Company's latest Annual Report on Form 10-K, as filed with the SEC.


                                       8
<PAGE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

Note 2.  Recent Events

         Bankruptcy  Filing - As  contemplated  by the  Purchase  Agreement  (as
defined  below),  on August 19, 1999 (the "Filing Date"),  Marker  International
(the "Company"),  DNR North America,  Inc. and DNR USA, Inc.  (collectively with
the Company,  the "Debtors") filed voluntary  petitions for relief under Chapter
11 of the United States  Bankruptcy Code in the United States  Bankruptcy  Court
for the District of Delaware (the  "Bankruptcy  Court").  See Note 8 ("Condensed
Combined  Financial  Statements of the  Debtors") to the Condensed  Consolidated
Financial Statements.

         The Debtors have been  operating as  debtors-in-possession,  subject to
the jurisdiction of the Bankruptcy Court since the Filing Date. The consolidated
financial  statements of the Company have been presented in accordance  with the
American Institute of Certified Public  Accountants  Statement of Position 90-7,
"Financial  Reporting by Entities in  Reorganization  under the Bankruptcy Code"
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles applicable to a going concern, which principles,  except as otherwise
disclosed,  assume  that  assets  will  be  realized  and  liabilities  will  be
discharged in the normal course of business.

         In Chapter 11 cases,  substantially all of the Debtors'  liabilities as
of the Filing  Date are  subject to  resolution  under a plan of  reorganization
which  must  be:  (i)  approved  by the  requisite  majorities  of the  Debtors'
creditors and shareholders whose claims or interests are impaired under the Plan
and (ii)  confirmed by the  Bankruptcy  Court.  Schedules have been filed by the
Debtors with the  Bankruptcy  Court setting forth the assets and  liabilities of
the Debtors as of the Filing Date, as shown by the Debtors' accounting records.

         The Company's  condensed  consolidated  financial  statements have been
prepared on a going concern basis, which contemplates  continuity of operations,
realization  of assets and  liquidation of  liabilities  and  commitments in the
normal course of business.  The appropriateness of using the going concern basis
is dependent upon, among other things,  future  operations and financing sources
to meet obligations.  As of September 30, 1999, the Company has not realized any
gains or incurred any material charges related to the reorganization  other than
those items disclosed herein.

         Purchase  Agreement with Marker  International GmbH - On July 30, 1999,
the  Company  entered  into an  asset  purchase  agreement  (as  amended  by the
Amendment to the Asset  Purchase  Agreement  dated as of September 20, 1999, the
"Purchase  Agreement") with Marker  International GmbH ("Newco"),  providing for
the sale by the Company of substantially all of its assets (including the equity
securities of its subsidiaries) to Newco. In exchange, Newco will assume certain
liabilities of the Company and the Company will receive a 15% equity interest in
Newco.  The  remaining  85% equity  interest  in Newco will be held by CT Sports
Holding AG ("CT").

         Pursuant to the terms of the  Purchase  Agreement,  CT will  contribute
$15,000,000 (subject to reduction by $1,025,501 as a result of the consummation

                                       9
<PAGE>
                       MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

of the sale to CT of the  66.66%  equity  interest  in Marker  Canada,  Ltd.) to
Newco, in  consideration  for an 85% equity  interest in Newco.  Newco is a GmbH
organized  under  the  laws  of  Switzerland  and is  currently  a  wholly-owned
subsidiary of CT. In connection with the Purchase Agreement,  the Company and CT
will enter into an operating  agreement which, among other things,  will provide
that CT will be granted an option to purchase the Company's 15% equity  interest
in Newco at any time on or after the second anniversary of the consummation date
of the Plan (as  defined  below)  at the then  fair  market  value,  subject  to
reduction  in an amount equal to the sum of: (x) all  unreimbursed  advances and
litigation costs, if any,  incurred by Newco under Sections  10.4(b)(i) and (ii)
of the Purchase  Agreement,  together with accrued  interest  thereon,  plus (y)
$775,000.

     The  Purchase  Agreement  provides for the  consummation  of the sale to be
effected  through  a  pre-negotiated  Chapter  11  bankruptcy   proceeding.   In
connection therewith, the Company reached agreements-in-principle  regarding the
restructuring  of its  debt  and  the  treatment  of such  debt  under a plan of
reorganization  with  substantially all of its creditors that are impaired under
the plan of  reorganization.  On the Filing Date,  the Debtors  filed  voluntary
petitions for relief under Chapter 11 of the United  States  Bankruptcy  Code in
the Bankruptcy Court. On September 22, 1999, the Debtors filed the First Amended
Joint  Chapter 11 Plan of  Reorganization  (as amended by the  Amendment  to the
First Amended Joint Chapter 11 Plan of  Reorganization,  dated as of October 25,
1999,  the  "Plan")  and  a  related   disclosure   statement  (the  "Disclosure
Statement").  By order dated  September 22, 1999, the Bankruptcy  Court approved
the  Disclosure  Statement as containing  adequate  information.  The Disclosure
Statement and the Plan were subsequently  distributed to the Debtors'  creditors
and shareholders  for approval,  which approval was  subsequently  obtained.  On
October 27, 1999, the Plan was confirmed by order of the  Bankruptcy  Court (the
"Confirmation  Order").  Descriptions  of the Plan and the Disclosure  Statement
(including the transactions  contemplated thereby) herein are qualified in their
entirety  by  reference  to the Plan and the  Disclosure  Statement,  which  are
attached  hereto as Exhibit 2.3 and Exhibit  2.5,  respectively,  and are herein
incorporated by reference.

         There are numerous  conditions to Newco's  obligation to consummate the
acquisition. Such conditions include, but are not limited to: (a) Newco entering
into  employment  agreements with key members of the Company's  management,  (b)
there not being any material adverse change in the business of the Company,  (c)
the  issuance  of  consents  or  waivers by various  third  parties  and (d) the
confirmation of the Plan.  Pursuant to the  Confirmation  Order,  the Bankruptcy
Court  approved the Plan and the Purchase  Agreement on October 27, 1999.  There
can be no  assurance  that the  Company  will be able to satisfy  the  remaining
conditions precedent under the Purchase Agreement.

         The closing (the  "Closing") of the sale is expected to be  consummated
by November 30, 1999.  After the Closing,  the Company will no longer be engaged
in the conduct of business  and will operate for the sole purpose of holding and
subsequently liquidating its assets (including,  without limitation,  its equity
interest  in  Newco).  Pursuant  to the terms of the  operating  agreement,  the
Company is required to dissolve and  liquidate all of its assets no earlier than
the third anniversary of the Closing, and no later than the fifth anniversary of
the Closing.

                                       10
<PAGE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

         Marker  Germany  and  Marker  Austria  Stockholders'  Deficits  - As of
September  30, 1999,  Marker  Deutschland  GmbH  ("Marker  Germany")  and Marker
Austria GmbH ("Marker Austria"), each on a stand alone unconsolidated basis, had
a net stockholders'  deficit. Under the applicable foreign laws and regulations,
in order to avoid  involuntary  bankruptcy  proceedings,  these entities require
additional  capital  infusions.  The  Company  and  CT are  in  the  process  of
attempting to meet the necessary  conditions that are required to consummate the
acquisition.  If successful, the consummation of the sale will result in capital
infusions which will increase the stockholders' equity of these entities.  There
can be no  assurance  that the  Company  will be able to meet all the  necessary
conditions  or be  successful  in  increasing  stockholders'  equity  to a level
sufficient to avoid such bankruptcy proceedings.

         German Banks Settlement - On April 15, 1999, the Company did not make a
required  principal and interest  payment of DM 900,000  (U.S.  $492,000) on the
Third Restated  Promissory Note between the Company and Hypo Vereinsbank (acting
through its New York branch)  dated April 15, 1998 (the "Term  Loan").  On April
16, 1999, Hypo Vereinsbank notified the Company that nonpayment of principal and
interest  constituted  a  default  under the terms of the Term Loan and that the
entire  balance of DM 6.4 million (U.S.  $3.5 million) was  immediately  due and
payable.  As a result,  Hypo Vereinsbank  applied the proceeds of a time deposit
that was held as security by the bank in the amount of U.S. $2.0 million against
the outstanding balance due on the Term Loan.

         In addition,  on March 31, 1999, Marker Germany's DM 58.7 million (U.S.
$32.1 million) line of credit with Hypo Vereinsbank, Deutsche Bank AG ("Deutsche
Bank") and BFG Bank expired.  Marker  Germany's  obligations to Hypo Vereinsbank
and  Deutsche  Bank are  guaranteed  by the Company.  In  addition,  the Company
granted to the German Banks a second lien on its intangible assets. As a result,
the Company and Marker Germany  commenced  negotiations with Hypo Vereinsbank to
restructure  the debt  owed to Hypo  Vereinsbank,  culminating  in a  Settlement
Agreement dated as of August 18, 1999, between Hypo Vereinsbank, the Company and
CT (the "Hypo Vereinsbank Settlement Agreement").

         Pursuant  to the Plan and the Hypo  Vereinsbank  Settlement  Agreement,
Hypo Vereinsbank will forgive in full upon Closing, the outstanding indebtedness
of the Company of DM 2,755,000  (U.S.  $1,506,000)  (plus interest  accrued from
April 19, 1999 to August 13, 1999) as of August 13,  1999,  under the Term Loan,
in full satisfaction of the Company's outstanding obligation to Hypo Vereinsbank
(New York).

         Pursuant to the terms and conditions of the Hypo Vereinsbank Settlement
Agreement, Hypo Vereinsbank agrees to sell to Newco, effective as of the Closing
Date, DM 22,455,000  (U.S.  $12,274,000) of the  outstanding  debt balance of DM
40,761,000  (U.S.  $22,280,000) (as of August 13, 1999) under the Loan Agreement
between Hypo  Vereinsbank and Marker Germany dated October 13, 1998, as amended,
for a consideration of DM 1, which  effectively  reduces the amount of debt that
Marker Germany owes to Hypo Vereinsbank by DM 22,455,000  (U.S.  $12,274,000) to
an outstanding  balance of DM 18,306,000  (U.S.  $10,006,000)  (as of August 13,
1999),  which  balance will be included in the New Financing  Facility  (defined
below).

                                       11
<PAGE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

         In  addition,  Marker  Germany  is a party to six (6)  loan  agreements
entered into with Hypo Vereinsbank from 1995 to 1997 (collectively,  the "Medium
Term  Loan").  Pursuant  to the  Hypo  Vereinsbank  Settlement  Agreement,  Hypo
Vereinsbank agreed that the Medium Term Loan in the amount of DM 4,648,000 (U.S.
$2,541,000) will be included in the New Financing Facility.  Finally, subject to
the  conditions  set forth in the Hypo  Vereinsbank  Settlement  Agreement,  the
Company's and Marker USA's  guarantees of Marker  Germany's  obligations to Hypo
Vereinsbank  under  the  Loan  Agreement  and  Medium  Term  Loan,  pursuant  to
guarantees  issued by each of the Company  and Marker USA on August 1, 1990,  in
the amount of DM 80,000,000 (U.S. $43,728,000),  will be canceled,  released and
terminated and of no further effect.

         Pursuant to the Hypo Vereinsbank Settlement Agreement, Hypo Vereinsbank
agreed to make available to Marker Germany,  effective as of October 27, 1999, a
new line of  credit  (the "New  Financing  Facility")  to be used for  financing
Marker  Germany's  1999-2000 fiscal year, in an amount up to DM 58,480,000 (U.S.
$31,965,000)  (the "Hypo New  Commitment").  The Hypo New Commitment has already
been made available to Marker Germany since April 1, 1999, to be replaced by the
New  Financing  Facility.  The  New  Financing  Facility  will be  secured  by a
first-priority  security  interest  in: (i) all  existing  and  future  accounts
receivable of Marker Germany,  (ii) all existing and future  inventory of Marker
Germany and (iii) all  existing and future  trademarks,  patents and licenses of
Newco  relating in any way to the  production  or sale of ski bindings and their
components.  Newco will  become a contract  party to,  and liable  for,  the New
Financing Facility.

         Marker  Germany is indebted to Deutsche  Bank  pursuant  to: (i) a Loan
Agreement  between Deutsche Bank and Marker Germany dated November 5/9, 1998, as
amended on December 30, 1998, January 12, 1999, February 23, 1999 and August 18,
1999 (the "DBAG Cash Credit") and (ii) Loan Agreements between Deutsche Bank and
Marker Germany dated November  18/22,  1996 and September  9/16, 1997 (the "DBAG
Medium Term Loan").  Marker Germany's obligations under the DBAG Cash Credit and
the DBAG Medium Term Loan are  guaranteed by each of the Company and Marker USA,
pursuant to guarantees issued by each of the Company and Marker USA on April 30,
1998, in the amount of DM 40,000,000 (U.S. $21,864,000).

         Pursuant to the terms and conditions of the DBAG Settlement  Agreement,
Deutsche  Bank agrees to sell to Newco,  effective  as of the Closing  Date,  DM
5,690,000  (U.S.  $3,110,000) of the  outstanding  debt balance of DM 10,798,000
(U.S.  $5,900,000)  (as of August  13,  1999)  under the DBAG Cash  Credit for a
consideration of DM 1, which effectively  reduces the amount of debt that Marker
Germany  owes  to  Deutsche  Bank  by  DM  5,690,000  (U.S.  $3,110,000)  to  an
outstanding  balance of DM 5,108,000 (U.S.  $2,790,000) (as of August 13, 1999),
which balance will be included in the New Commitment (as defined below).

         In addition,  pursuant to an Agreement dated as of August 18, 1999 (the
"DBAG  Settlement  Agreement"),  by and among Deutsche Bank,  Marker and CT, the
parties have agreed,  among other things, to the terms of a restructuring of the
obligations  owed to Deutsche Bank.  Pursuant to the DBAG Settlement  Agreement,
Deutsche Bank agreed, among other things, that the DBAG Medium Term Loan in the



                                       12
<PAGE>
                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

amount of DM 1,142,000  (U.S.  $624,000) will be included in the New Commitment.
Finally,  subject to the  fulfillment  of the  conditions  set forth in the DBAG
Settlement  Agreement,  the  Company's  and Marker  USA's  guarantees  of Marker
Germany's obligations to Deutsche Bank will be canceled, released and terminated
and of no further effect.

         Deutsche Bank has also agreed to make available a new line of credit to
Marker Germany for the 1999-2000 fiscal year as part of a new financing facility
in an amount of up to DM 17,934,000 (U.S.  $9,803,000),  (the "New Commitment").
The New Commitment has already been made available to Marker Germany since April
1, 1999.  Newco will be party to and will be liable  for the  obligations  under
this new financing  facility,  which will be secured by all accounts  receivable
and inventory of Marker Germany and all intangibles of Newco.

         Series A Bonds  Settlement  - The  Company  did not  make the  required
interest payments of $125,000 due in October 1998 and $125,000 due in April 1999
on the Series A Bonds. As a result,  the bondholder had the right to declare the
Series A Bonds in default and accelerate the entire outstanding balance of $12.0
million,  plus accrued  interest  thereon.  On March 26, 1999, CT entered into a
restructuring  agreement,  as amended, with the bondholder,  which is contingent
upon  numerous  conditions.  Under the  agreement,  the  Series A Bonds  will be
reduced to an aggregate principal amount of $5,750,000 and payable in four equal
annual  installments  of $750,000,  with $2,750,000  payable after 5 years.  The
agreement  requires  interest  payments  at 2% per annum  during  the first four
years,  and  thereafter  at a  variable  rate not  exceeding  the prime  rate on
commercial  loans in Japan plus  0.5%.  The  agreement  also  requires  that any
amounts paid by Eiichi Isomura  pursuant to his personal  guarantees on the debt
obligations of Marker Japan Co. Ltd. ("Marker Japan") shall be repaid commencing
on October 27, 2005.  The  agreement  prohibits the  bondholder  from taking any
enforcement action against the Company and/or its subsidiaries or exercising any
other rights or remedies that the  bondholder  may have under the  documentation
relating to the Series A Bonds or applicable law. However,  if the conditions of
the agreement are not met, there can be no assurance  that the  bondholder  will
not  declare  the  Series A Bonds in  default  and  accelerate  the  outstanding
balance.

         M&T Bank and KeyBank  Settlements - The Company notified  Manufacturers
and  Traders  Trust  Company  ("M&T  Bank")  and  KeyBank  National  Association
("KeyBank"),   banks  with  which  the  Company  had  certain  foreign  exchange
arrangements, in May 1999 and June 1999, respectively, that the Company would be
unable to utilize its foreign exchange  contracts as originally  intended.  As a
result,  on May 25,  1999,  M&T Bank  terminated  the foreign  exchange  netting
agreement (the "Netting Agreement") with the Company dated May 1, 1997. Pursuant
to its rights under the Netting Agreement,  M&T Bank canceled and closed out all
of its  outstanding  foreign  exchange  contracts with the Company for a loss of
$3.7 million as of May 21, 1999, and demanded  immediate payment of such amount.
On July 26, 1999,  the Company  entered into a letter  agreement  with M&T Bank,
Newco and CT, whereby M&T Bank agreed, subject to certain conditions (including,
but  not  limited  to,  consummation  of the  transactions  contemplated  by the
Purchase  Agreement by November 30,  1999),  to reduce its claim to  $1,838,000,
payable in  installments  through 2004. The Company  entered into a Supplemental
Agreement with M&T Bank, Newco and CT on August 11, 1999 (the "Supplemental


                                       13
<PAGE>
                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

Agreement") whereby M&T agreed, subject to numerous conditions,  not to take any
enforcement  action against the Company and/or its  subsidiaries or exercise any
rights  or  remedies  under the  Netting  Agreement  or any other  documentation
relating thereto.

         On August 13, 1999,  KeyBank  terminated the KeyBank  Foreign  Exchange
Contracts.  KeyBank  asserted  that the Company  owed  KeyBank  $1,279,626  (the
"KeyBank FX Debt") in  realized  losses  under the  terminated  KeyBank  Foreign
Exchange  Contracts.  Pursuant to the  Agreement  of  Understanding  dated as of
August 17, 1999 (the "KeyBank Settlement Agreement"),  entered into by and among
KeyBank,  the  Company,  Marker  Germany,  Marker  Japan and Newco,  the parties
reached an agreement which resolved the treatment of KeyBank's  claims under the
Plan, as more particularly  described  therein and in the Disclosure  Statement.
Pursuant to the  KeyBank  Settlement  Agreement  and the Plan,  KeyBank  agreed,
subject to certain conditions  (including,  but not limited to,  consummation of
the transactions  contemplated by the Purchase  Agreement by November 30, 1999),
to reduce its claim to $638,534,  payable in  installments  through 2004. In the
event that the terms of the  restructuring  agreement  are not met,  KeyBank can
proceed to obtain a judgment against the Company.

         First  Security Bank  Settlement - As of June 30, 1999, the Company was
not in compliance  with several loan covenants under the terms and conditions of
the revolving  credit  agreement  dated October 30, 1998, as amended,  among the
Company,  its U.S.  subsidiaries and First Security Bank (the "Revolving  Credit
Agreement").  On July 30,  1999,  the  Company,  its U.S.  subsidiaries,  Marker
Germany,  Newco and First Security Bank entered into a Standstill Agreement (the
"Standstill  Agreement").  Under the Standstill  Agreement,  First Security Bank
agreed to  refrain  from  exercising  any of its  rights or  remedies  under the
Revolving  Credit  Agreement  and  other  related  loan  documentation  or under
applicable law including, without limitation, the right to exercise any right of
setoff,  institute any suit or foreclose on their  collateral  until the earlier
of: (i)  November  30,  1999 or (ii) the date upon which any  default  under the
Standstill  Agreement occurs.  Events which could occur and constitute  defaults
under the Standstill  Agreement include,  but are not limited to, the following:
(i) the Exclusive Distributorship Agreement by and among the Company, Marker USA
and Marker Germany being rejected or otherwise  terminated by any of the parties
thereto, or a party materially  breaching its obligations  thereunder,  (ii) the
Closing not  occurring by November 30, 1999,  and (iii) the  Borrowing  Base (as
defined  in  the  Revolving  Credit  Agreement)  being  less  than  80%  of  the
outstanding obligations under the Revolving Credit Agreement at any time. In the
event of a default  under the  Standstill  Agreement,  First  Security  Bank may
exercise  its rights to demand  payment of all amounts  due under the  Revolving
Credit  Agreement,  foreclose  on the  Company's  assets,  which are  pledged as
collateral  under  the  agreement,  or force  the  Company  into an  involuntary
bankruptcy.  Pursuant to the Plan,  First Security Bank's claims will be paid in
full, in cash, upon the Closing.

         Zions  First  National  Bank  Settlement  - On January  14,  1999,  the
Company,  in coordination with Zions First National Bank ("Zions"),  disposed of
its leased  snowboard  equipment  through an  auction.  The net  proceeds of the
auction were paid to Zions. The remaining balance of $1.8 million owed to Zions


                                       14
<PAGE>
                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

was to be paid according to the original terms of the lease.  On March 17, 1999,
the Company  signed an agreement  with Zions,  whereby the Company  would make a
lump sum payment of $170,392 on or before July 1, 1999,  as full  settlement  of
the remaining  lease  obligation of  $1,703,916.  On June 30, 1999,  the Company
signed a revised agreement with Zions,  whereby the Company paid $30,000 on June
30, 1999, and was required to pay the remaining $140,392 on or before October 1,
1999.  On August 19,  1999,  the  Company  paid the  remaining  $140,392 as full
settlement  of  the  restructured  lease  obligation.   The  resulting  gain  of
$1,533,524 has been recorded as gain on disposal of snowboard business.

         Henry  E.  Tauber  Settlement  - Henry  E.  Tauber  ("Tauber"),  former
president  and  chief  executive  officer  of the  Company  and a member  of the
Company's  board of directors,  is the record and beneficial  owner of 1,000,000
shares  of  the  Company's  Series  B  Preferred  Stock  (the  "Preferred  Stock
Interests")  which were acquired for $3.00 each in cash, for a total  investment
of $3,000,000. Tauber and Newco entered into an Agreement of Understanding dated
as of July 13,  1999  (the  "Tauber  Agreement"),  regarding  the  treatment  of
Tauber's  Preferred  Stock  Interests  under the Plan.  Pursuant  to the  Tauber
Agreement, Tauber, or the then existing holder of the Preferred Stock Interests,
is given an Allowed  Claim (as defined in the Plan) in the  principal  amount of
$1,500,000 on account of the Preferred  Stock  Interests  (the "Tauber  Claim").
Pursuant to the Plan, in full  satisfaction  and release of the Tauber Claim, on
the Effective  Date,  Newco will assume the Tauber Claim and will pay, when due,
the Tauber Payment Obligations,  as more particularly  described in the Plan and
Disclosure Statement.

         Wells Fargo  Revolving  Credit Line - On October 21,  1999,  Marker USA
received a commitment  letter from Wells Fargo Business Credit,  Inc.  ("WFBCI")
for a $15,000,000  secured  revolving line of credit maturing on March 31, 2001.
The proposed line of credit is subject to numerous  conditions  before  closing,
including  but not limited to: (i) evidence  that WFBCI has a perfected  lien on
all collateral  (including all accounts  receivable,  inventory,  chattel paper,
machinery and equipment,  general intangibles and other assets),  (ii) extension
of the Exclusive Distributorship Agreement between Marker USA and Marker Germany
through the term of the credit  facility,  and assignment of Marker USA's rights
under such agreement,  (iii) the closing of the Purchase Agreement,  and (iv) no
adverse  change in the  financial  condition  of Marker USA.  Proceeds  from the
proposed line would be used to pay First  Security Bank and for working  capital
for Marker USA.

         Equity  Lock-up  Agreement - On or about July 30, 1999, CT, Tauber (the
holder of the Preferred Stock Interests) and holders of approximately 51% of the
Common Stock Interests in the Company,  entered into the Shareholders' Agreement
of Understanding  (the "Equity  Agreement").  Pursuant to the Equity  Agreement,
each stockholder agreed, among other things, to support approval of the Plan and
the Purchase Agreement and not to sell, encumber, assign or otherwise dispose of
its Equity Interest in the Company during the term of the Equity Agreement.

         Although  the  Company is  seeking  to  alleviate  its  current  fiscal
problems by, among other things, restructuring the Company's obligations


                                       15
<PAGE>
                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

pursuant  to the Plan,  obtaining  additional  financing  and  consummating  the
transactions  contemplated by the Purchase Agreement,  there can be no assurance
that the Company will be successful in its endeavors.

         Discontinued  Operations - The Company has substantially  completed the
process of exiting the snowboard  business  through  dissolution and sale of its
snowboard  subsidiaries  and related  assets.  The  components  of net assets of
discontinued operations included in the condensed consolidated balance sheets at
September 30, 1999, and at March 31, 1999, were as follows:

                                                   September 30,   March 31,
                                                      1999           1999
                                                      -------    -------
                                                         (In Thousands)
         Accounts receivable, net                     $    88    $   171
         Inventories                                        8       --
         Prepaid and other current assets                --            9
         Accounts payable                                  (8)        (8)
         Other current liabilities                        (32)    (2,032)
                                                      -------    -------
                  Net current assets                  $    56    $(1,860)
                                                      =======    =======

         As of September  30, 1999,  the assets of the  discontinued  operations
exceeded  the  liabilities  by  approximately  $56,000.  The net losses of these
operations   prior  to  September  10,  1998,  are  included  in  the  condensed
consolidated   statements   of  operations   under  "loss  from   operations  of
discontinued snowboard business." Revenues from the discontinued operations were
approximately  $2,187,000  for the three months ended  September  30, 1998,  and
approximately $2,637,000 for the six months ended September 30, 1998.

                                       16
<PAGE>
                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

Note 3.  Cash and Cash Equivalents

         Cash  and cash  equivalents  include  investments  in  certificates  of
deposit with original maturities of less than 30 days and restricted cash.

Note 4.  Inventories

         Inventories  include direct  materials,  direct labor and manufacturing
overhead  costs and are  recorded  at the  lower of cost  (using  the  first-in,
first-out method) or market. The major classes of inventories are as follows:

                             September 30, 1999            March 31, 1999
                            --------------------           --------------
                                           (In Thousands)
         Raw materials      $   203                           $   542
         Work in process      2,518                             1,821
         Finished goods      18,581                            16,389
                            -------                           -------
                            $21,302                           $18,752
                            =======                           =======


Note 5.  Earnings per Share

         For the six months ended  September  30, 1999,  options and warrants to
purchase  1,531,800  shares of common stock were not included in the computation
of diluted net loss per common share because the exercise prices of such options
and  warrants  were greater  than the average  market price of common  shares or
because the Company incurred a net loss. Pursuant to the Confirmation Order, all
outstanding options were cancelled on October 27, 1999.


                                       17
<PAGE>
                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

Note 6.  Comprehensive Loss

         As of April 1,  1998,  the  Company  adopted  SFAS No.  130  "Reporting
Comprehensive  Income." The following table displays components of the Company's
comprehensive  loss for the three and six month periods ended September 30, 1999
and 1998, respectively: <TABLE> <CAPTION>
                                                         Three Months Ended        Six Months Ended
                                                               September 30,         September 30,
                                                           (In thousands)           (In thousands)
                                                             1999        1998         1999      1998
                                                          --------    --------    --------    --------
<S>                                                       <C>         <C>         <C>         <C>
Net Loss                                                  $   (877)   $(25,839)   $ (5,723)   $(32,194)
Other Comprehensive Loss Items:
   Foreign Currency Translation Adjustments                   (257)        924        (162)      1,104
                                                          --------    --------    --------    --------
Comprehensive Loss                                        $ (1,134)   $(24,915)   $ (5,885)   $(31,090)
                                                          ========    ========    ========    ========
</TABLE>

Note 7.  Derivative Instruments and Hedging Activities

         Derivative financial instruments held by the Company are generally used
to manage well-defined  foreign exchange and interest rate risks, which occur in
the normal course of business.  From time to time,  the Company has entered into
derivatives that require speculative accounting treatment.

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging  Activities"  ("SFAS 133").  SFAS 133 establishes new accounting and
reporting  standards  for  companies  to  report  information  about  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  (collectively referred to as derivatives) and for hedging activities.
This  statement  is effective  for  financial  statements  issued for all fiscal
quarters of fiscal  years  beginning  after June 15,  2000.  The Company has not
determined  if it will adopt SFAS 133 prior to its effective  date.  The Company
has not  determined  if this  pronouncement  will have a material  impact on the
Company's results of operations, financial position or liquidity.

         Foreign  Exchange  Contracts - The Company enters into foreign exchange
contracts to reduce the potential impact of unfavorable  fluctuations in foreign
exchange  rates.  Contracts  that are  intended  to hedge firm  commitments  are
deferred and recognized as part of the cost of the underlying  transaction being
hedged.  Gains and losses on foreign  exchange  contracts that do not qualify as
hedges are reported  currently  in income.  During  fiscal year 1999,  given the
financial position of the Company, the Company determined that all gains and


                                       18
<PAGE>
                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

losses on foreign exchange  contracts  should be reported in income.  Due to the
Company's financial position,  the Company determined that it would be unable to
utilize certain foreign exchange contracts as originally  intended.  The Company
notified M&T Bank and KeyBank,  banks with which the Company had certain foreign
exchange arrangements, in May 1999 and June 1999, respectively, that the Company
would be  unable  to  utilize  its  foreign  exchange  contracts  as  originally
intended.  See Note 2 ("M&T  Bank and  KeyBank  Settlements")  to the  Condensed
Consolidated  Financial  Statements,  which  describes  the M&T Bank and KeyBank
Settlements.  As of September 30, 1999, the Company held foreign currency option
contracts to purchase DM 7,480,000 for U.S.  $4,000,000.  These option contracts
expire at varying  dates  through  January  24,  2000.  The  Company's  numerous
intercompany  receivables  and payables and  commitments  denominated in foreign
currencies  exceed the amounts covered by the option contracts  referenced above
and create exposure to  fluctuations in foreign  currency rates. As of September
30, 1999, these receivables and payables remain substantially unhedged.

                                       19
<PAGE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

Note 8. Condensed Combined Financial Statements of the Debtors

         As described in Note 2, on the Filing Date, the Debtors filed voluntary
petitions for relief under Chapter 11 of the United States  Bankruptcy Code. The
Company's  other   wholly-owned   subsidiaries   did  not  file  for  bankruptcy
protection.  Condensed combined  financial  statements for the Debtors as of and
for the six months ended September 30, 1999, are presented below:

Condensed Combined Balance Sheet

                                      As of
                               September 30, 1999
                                                   ------------------
Cash and Cash Equivalents                              $    282
Accounts Receivable, Net                                    147
Accounts Receivable - Intercompany                        5,263
Inventories                                                  11
Prepaid And Other Current Assets                             46
                                                       --------
         Total Current Assets                             5,749
                                                       --------
Non-Current Assets                                        2,693
                                                       --------
                                                       $  8,442
                                                       ========

Advances From Banks                                    $  1,500
Accounts Payable - Intercompany                           1,151
Accrued Expenses                                            348
Other Current Liabilities                                   457
                                                       --------
         Total Current Liabilities                        3,456
                                                       --------
Long-Term Debt                                            1,338
Advances From Affiliated Companies                        2,199
Liabilities Subject To Compromise                        23,769
                                                       --------
         Total Liabilities                               30,762
                                                       --------
Cumulative Losses In Excess Of Investment In
        Subsidiary Companies                             12,976
                                                       --------
Shareholders' Deficit                                   (35,296)
                                                       --------
                                                       $  8,442
                                                       ========

                                       20
<PAGE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)
<TABLE>

Condensed Combined Statement of Operations
------------------------------------------
<CAPTION>
                                                                                   Six Months Ended
                                                                                  September 30, 1999
<S>                                                                                  <C>
              Operating Expenses:
              General And Administrative                                             $         1,780
                                                                                     ---------------
                       Total Operating Expenses                                                1,780
                                                                                     ---------------
              Operating Expense                                                               (1,780)
                                                                                     ---------------
              Other Income/(Expense), Net:
                   Realized and unrealized foreign exchange losses                            (2,452)
                   Equity in the losses of subsidiaries                                       (1,945)
                   Interest income (expense), net                                               (623)
                   Intercompany interest expense                                                 (78)
                   Intercompany license and management fees                                      373
                   Licensing income                                                               60
                   All other income (expense), net                                              (865)
                                                                                     ---------------
                       Total other income (expense), net                                      (5,530)
                                                                                     ---------------
              Loss From Continuing Operations                                                 (7,310)
              Gain From Discontinued Operations                                                1,623
                                                                                     ---------------
              Net Loss                                                               $        (5,687)
                                                                                     ===============
</TABLE>

Note 9.  Segment Reporting

         The Company's  reportable  operating  segments are  strategic  business
units that offer  different  products and  services.  The  Company's  reportable
operating  segments as of September 30, 1999, are consistent  with the Company's
reportable  operating  segments  as of  March  31,  1999,  as  described  in the
Company's  Annual  Report  on Form  10-K  for the year  ended  March  31,  1999.
Intersegment  sales,   eliminated  in  consolidation,   are  not  material.  The
information for fiscal year 1999 has been restated from the prior year's segment
presentation  in  order  to  conform  to  the  fiscal  year  2000  presentation.
Summarized financial  information  concerning the Company's reportable operating
segments is shown in the following table. The information in the following table
is derived directly from the operating segments' internal financial  information
used for corporate management purposes.

         While the major portion of the Company's  revenues from  operations was
derived  from the ski bindings  and other hard goods  segment,  the Company also
derived  substantial  revenue from its  clothing  and other soft goods  segment.
Effective April 1, 1999, the right to manufacture and sell the Company's



                                       21
<PAGE>

                      MARKER INTERNATIONAL AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (continued)
                                   (Unaudited)

clothing and other soft goods was licensed to Ski & Sports  Recreation  Company,
LLC ("SSRC") in return for royalty  payments equal to a percentage of net sales,
ranging from 3% to 5%. In connection with the license agreement,  SSRC purchased
certain  assets of Marker  Ltd.  for  $859,000,  of which  $450,000  was paid at
closing,  $204,500 was paid on August 2, 1999, and $204,500 was paid on November
5, 1999.  With respect to certain Olympic  inventory,  SSRC agreed to pay 60% to
75% of the net  sales  price to the  Company  as the  sales  price is  received.
Substantially  all of the  Company's  ski  bindings are  manufactured  by Marker
Germany, which also distributes bindings in Germany and sells to subsidiaries of
the Company, and to independent distributors in countries where the Company does
not have a distribution  subsidiary.  No single customer accounted for more than
10% of the Company's sales for these periods.

         Information  concerning  continuing  operations by reportable operating
segments for each of the six month  periods  ended  September 30, 1999 and 1998,
and as of September 30, 1999 and March 31, 1999, is as follows:

                                          Six Months Ended September 30,
                                          ------------------------------
                                                 1999          1998
                                                --------    --------

                                 (In Thousands)
Revenues from Unrelated Entities:
   Ski Bindings and Other Hard Goods            $ 18,285    $ 22,264
   Clothing and Other Soft Goods                   1,734       4,332
                                                --------    --------
                                                $ 20,019    $ 26,596
                                                ========    ========
Operating (Loss) Income:
   Ski Bindings and Other Hard Goods            $ (2,445)   $ (1,740)
   Clothing and Other Soft Goods                       9        (793)
   Unallocated Corporate                            (427)     (1,919)
                                                --------    --------
                                                $ (2,863)   $ (4,452)
                                                ========    ========

                                      As Of
                                         ----------------------------------
                                         September 30, 1999  March 31, 1999
                                         ------------------  --------------
                                 (In Thousands)
Total Assets:
   Ski Bindings and Other Hard Goods            $ 55,853    $ 49,133
   Clothing and Other Soft Goods                   1,419       2,630
   Unallocated Corporate                           3,082       7,030
   Discontinued Operations                            96         180
                                                --------    --------
                                                $ 60,450      58,973
                                                ========    ========

                                       22
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

         The  following  discussion  should  be read  in  conjunction  with  the
financial statements and notes thereto appearing elsewhere in this report.

General

         The  Company  incurred  net losses of $5.7  million  for the six months
ended  September 30, 1999,  and $48.0 million for the year ended March 31, 1999.
As of  September  30,  1999,  the Company had a  shareholders'  deficit of $35.4
million  (see  Note  1  ("Interim   Financial   Statements")  to  the  Condensed
Consolidated Financial Statements). The Company currently has inadequate working
capital to fund operations and service  repayment of debt. The Company is not in
compliance  with  certain  financial  covenants  and  is in  default  under  its
obligations  to certain  creditors  (see  "Liquidity  and  Capital  Resources").
Accordingly,  there  is  substantial  doubt  that  the  Company  will be able to
continue as a going  concern.  Although the Company is seeking to alleviate  its
current  fiscal  problems by, among other  things,  restructuring  the Company's
obligations  pursuant  to  the  Plan,  obtaining   additional   financing,   and
consummating the transactions contemplated by the Purchase Agreement,  there can
be no assurance that the Company will be successful in such endeavors.

         The Company is a leading designer, developer, manufacturer and marketer
of alpine ski  bindings  in North  America,  Europe and Asia.  The  Company is a
holding company which operates through its subsidiaries,  Marker Germany, Marker
USA,  Marker Japan and Marker  Austria.  Substantially  all of the Company's ski
bindings are  manufactured  by Marker  Germany,  which  distributes  bindings in
Germany,   and  sells  to   subsidiaries  of  the  Company  and  to  independent
distributors  in  countries  where  the  Company  does not  have a  distribution
subsidiary.  Each of Marker USA and Marker Japan has an independent  sales force
and marketing  department  for sales and marketing of bindings and related parts
directly to retailers in the United States and to both retailers and wholesalers
in Japan, respectively.

         Purchase  Agreement with Marker  International GmbH - On July 30, 1999,
the  Company  entered  into an  asset  purchase  agreement  (as  amended  by the
Amendment to the Asset  Purchase  Agreement  dated as of September 20, 1999, the
"Purchase  Agreement") with Marker  International GmbH ("Newco"),  providing for
the sale by the Company of substantially all of its assets (including the equity
securities of its subsidiaries) to Newco. In exchange, Newco will assume certain
liabilities of the Company and the Company will receive a 15% equity interest in
Newco. The remaining 85% equity interest in Newco will be held by CT.

         Pursuant to the terms of the  Purchase  Agreement,  CT will  contribute
$15,000,000  (subject to reduction by $1,025,501 as a result of the consummation
of the sale to CT of the  66.66%  equity  interest  in Marker  Canada,  Ltd.) to
Newco, in consideration for an 85% equity interest in Newco. Newco is a GmbH


                                       23
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS - (continued)


organized  under  the  laws  of  Switzerland  and is  currently  a  wholly-owned
subsidiary of CT. In connection with the Purchase Agreement,  the Company and CT
will enter into an operating  agreement which, among other things,  will provide
that CT will be granted an option (the  "Option") to purchase the  Company's 15%
equity  interest in Newco at any time on or after the second  anniversary of the
consummation  date of the Plan (as defined below) at the then fair market value,
subject to  reduction  in an amount  equal to the sum of:  (x) all  unreimbursed
advances  and  litigation  costs,  if any,  incurred  by  Newco  under  Sections
10.4(b)(i) and (ii) of the Purchase  Agreement,  together with accrued  interest
thereon, plus (y) $775,000.

         The Purchase  Agreement provides for the consummation of the sale to be
effected  through  a  pre-negotiated  Chapter  11  bankruptcy   proceeding.   In
connection therewith, the Company reached agreements-in-principle  regarding the
restructuring  of its  debt  and  the  treatment  of such  debt  under a plan of
reorganization  with  substantially all of its creditors that are impaired under
the plan of  reorganization.  On the Filing Date,  the Debtors  filed  voluntary
petitions for relief under Chapter 11 of the United  States  Bankruptcy  Code in
the Bankruptcy Court. On September 22, 1999, the Debtors filed the First Amended
Joint  Chapter 11 Plan of  Reorganization  (as amended by the  Amendment  to the
First Amended Joint Chapter 11 Plan of  Reorganization,  dated as of October 25,
1999,  the  "Plan")  and  a  related   disclosure   statement  (the  "Disclosure
Statement").  By order dated  September 22, 1999, the Bankruptcy  Court approved
the  Disclosure  Statement as containing  adequate  information.  The Disclosure
Statement and the Plan were subsequently  distributed to the Debtors'  creditors
and shareholders  for approval,  which approval was  subsequently  obtained.  On
October 27, 1999, the Plan was confirmed by order of the  Bankruptcy  Court (the
"Confirmation  Order").  Descriptions  of the Plan and the Disclosure  Statement
(including the transactions  contemplated thereby) herein are qualified in their
entirety  by  reference  to the Plan and the  Disclosure  Statement,  which  are
attached  hereto as Exhibit 2.3 and  Exhibit  2.5,  respectively  and are herein
incorporated by reference.

         There are numerous  conditions to Newco's  obligation to consummate the
acquisition. Such conditions include, but are not limited to: (a) Newco entering
into  employment  agreements with key members of the Company's  management,  (b)
there not being any material adverse change in the business of the Company,  (c)
the  issuance  of  consents  or  waivers by various  third  parties  and (d) the
confirmation of the Plan.  Pursuant to the  Confirmation  Order,  the Bankruptcy
Court  approved the Plan and the Purchase  Agreement on October 27, 1999.  There
can be no  assurance  that the  Company  will be able to satisfy  the  remaining
conditions precedent under the Purchase Agreement.

         The closing (the  "Closing") of the sale is expected to be  consummated
by November 30, 1999.  After the Closing,  the Company will no longer be engaged
in the conduct of business  and will operate for the sole purpose of holding and
subsequently liquidating its assets (including,  without limitation,  its equity
interest  in  Newco).  Pursuant  to the terms of the  operating  agreement,  the
Company is required to dissolve and  liquidate all of its assets no earlier than
the third anniversary of the Closing, and no later than the fifth anniversary of
the Closing.

         Marker  Germany  and  Marker  Austria  Stockholders'  Deficits  - As of
September  30, 1999,  Marker  Deutschland  GmbH  ("Marker  Germany")  and Marker
Austria GmbH ("Marker Austria"), each on a stand alone unconsolidated basis, had
a net stockholders' deficit. Under the applicable foreign laws and regulations,


                                       24
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)


in order to avoid  involuntary  bankruptcy  proceedings,  these entities require
additional  capital  infusions.  The  Company  and  CT are  in  the  process  of
attempting to meet the necessary  conditions that are required to consummate the
acquisition.  If successful, the consummation of the sale will result in capital
infusions which will increase the stockholders' equity of these entities.  There
can be no  assurance  that the  Company  will be able to meet all the  necessary
conditions  or be  successful  in  increasing  stockholders'  equity  to a level
sufficient to avoid such bankruptcy proceedings.

Results of Operations

Comparison  of the three months ended  September  30, 1999 with the three months
--------------------------------------------------------------------------------
ended September 30, 1998 (continuing operations)
------------------------------------------------

         Net sales for the three months ended  September  30, 1999  decreased to
$16.9 million,  compared to $24.0 million for the corresponding  three months of
the prior  fiscal  year.  The  decrease  in sales is  primarily  due to: (i) the
licensing of soft good sales to SSRC, the licensee of Marker  clothing and other
soft goods, and (ii) the sale of 66.66% of Marker Canada to CT on June 18, 1999.
Marker Ltd.,  the soft goods  subsidiary,  had net sales of $4.1 million for the
three months ended September 30, 1998, compared to net sales of $0.0 million for
the three months ended  September 30, 1999.  Marker Canada had net sales of $3.0
million for the three months ended September 30, 1998,  compared to net sales of
$0.0 for the three months ended September 30, 1999,  since the Company no longer
consolidates sales of Marker Canada.

         Gross  profit for the three months  ended  September  30, 1999 was $5.9
million, or 34.7% of net sales, compared to $8.2 million, or 34.1% of net sales,
for the  corresponding  period of the prior fiscal  year.  The decrease in gross
profit is due to the decrease in sales, as explained above.

         Operating  expenses  for the three  months  ended  September  30,  1999
decreased to $5.0  million,  compared to $7.8 million for the same period of the
prior fiscal year.  The decrease in operating  expenses is primarily due to: (i)
the  licensing of soft good sales to SSRC,  the licensee of Marker  clothing and
other  soft  goods,  (ii) the sale of 66.66% of Marker  Canada to CT on June 18,
1999 and (iii) cost reductions.  Marker Ltd. had operating  expenses of $744,000
for the three months ended September 30, 1998, compared to operating expenses of
$9,000  for the three  months  ended  September  30,  1999.  Marker  Canada  had
operating  expenses of $683,000 for the three months ended  September  30, 1998,
compared to operating  expenses of $0.0 for the three months ended September 30,
1999, since the Company no longer consolidates expenses of Marker Canada.

         Interest  expense  for  the  three  months  ended  September  30,  1999
decreased to $1.1 million, compared to $1.7 million for the corresponding period
of the prior fiscal year.  This  decrease was  attributable  to lower  borrowing
requirements due to the liquidation of snowboard related assets, lower inventory
levels and lower accounts  receivables levels compared to the same period of the
prior fiscal year.

         Other  income  (loss) for the three  months  ended  September  30, 1999
decreased to $(1.5) million, compared to $1.9 million for the corresponding

                                       25

<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

period  of the  prior  fiscal  year.  The  decrease  in other  income  (loss) is
primarily due to realized and unrealized  foreign exchange gains of $3.2 million
for the three  months  ended  September  30,  1998,  compared  to  realized  and
unrealized  foreign  exchange  losses of $1.5 million for the three months ended
September 30, 1999.


Comparison of the six  months ended September 30, 1999 with the six months ended
--------------------------------------------------------------------------------
September 30, 1998  (continuing operations)
-------------------------------------------

         Net sales for the six months  ended  September  30, 1999  decreased  to
$20.0 million, compared to $26.6 million for the corresponding six months of the
prior fiscal year.  The decrease in sales is primarily due to: (i) the licensing
of soft good  sales to SSRC,  the  licensee  of Marker  clothing  and other soft
goods,  and (ii) the sale of  66.66% of  Marker  Canada to CT on June 18,  1999.
Marker Ltd. had net sales of $4.7 million for the six months ended September 30,
1998,  compared to net sales of $0.8 million for the six months ended  September
30,  1999,  which  consisted  of a bulk sale of  clothing  and other  soft goods
inventory  to SSRC.  Marker  Canada  had net sales of $3.5  million  for the six
months ended  September  30, 1998,  compared to net sales of $0.8 for the period
ended June 18, 1999, at which time the Company no longer  consolidated  sales of
Marker Canada.

         Gross  profit  for the six months  ended  September  30,  1999 was $6.8
million, or 33.8% of net sales, compared to $9.2 million, or 34.5% of net sales,
for the  corresponding  period of the prior fiscal  year.  The decrease in gross
profit is due to the decrease in sales, as explained  above. The decrease in the
gross profit  percentage is primarily due to the bulk sale of clothing and other
soft goods  inventory  to SSRC for  approximately  book value.  The clothing and
other soft goods  inventory  had been written down to the bulk sales price as of
March 31, 1999.

         Operating  expenses  for  the  six  months  ended  September  30,  1999
decreased to $9.6 million,  compared to $13.6 million for the same period of the
prior fiscal year.  The decrease in operating  expenses is primarily due to: (i)
the  licensing of soft good sales to SSRC,  the licensee of Marker  clothing and
other  soft  goods,  (ii) the sale of 66.66% of Marker  Canada to CT on June 18,
1999 and (iii) cost  reductions.  Marker  Ltd.  had  operating  expenses of $1.5
million for the six months  ended  September  30,  1998,  compared to  operating
expenses of $30,000 for the six months ended  September 30, 1999.  Marker Canada
had  operating  expenses of $1.0 million for the six months ended  September 30,
1998,  compared to operating  expenses of $480,000 for the period ended June 18,
1999,  at which  time the  Company  no longer  consolidated  expenses  of Marker
Canada.

         Interest  expense for the six months ended September 30, 1999 decreased
to $2.1 million,  compared to $3.2 million for the  corresponding  period of the
prior  fiscal  year.   This  decrease  was   attributable   to  lower  borrowing
requirements due to the liquidation of snowboard related assets, lower inventory
levels and lower accounts  receivables levels compared to the same period of the
prior fiscal year.

                                       26
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

         Other  income  (loss)  for the six  months  ended  September  30,  1999
decreased  to $(1.5)  million,  compared to $2.2  million for the  corresponding
period  of the  prior  fiscal  year.  The  decrease  in other  income  (loss) is
primarily due to realized and unrealized  foreign exchange gains of $3.2 million
for the six months ended September 30, 1998, compared to realized and unrealized
foreign  exchange  losses of $1.3 million for the six months ended September 30,
1999.

Liquidity and Capital Resources

         The  Company  incurred  net losses of $5.7  million  for the six months
ended  September 30, 1999,  and $48.0 million for the year ended March 31, 1999.
As of  September  30,  1999,  the Company had a  shareholders'  deficit of $35.4
million. The Company currently has inadequate working capital to fund operations
and service  repayment of debt.  The Company is not in  compliance  with certain
financial covenants and is in default under its obligations to certain creditors
(see  Note  2  ("Recent  Events")  to  the  Condensed   Consolidated   Financial
Statements).

         Although  the  Company is  seeking  to  alleviate  its  current  fiscal
problems  by,  among  other  things,  restructuring  the  Company's  obligations
pursuant to the Plan,  obtaining  additional  financing,  and  consummating  the
transactions  contemplated by the Purchase Agreement,  there can be no assurance
that the Company will be successful in its endeavors.

         The  Company's  primary cash needs are for  purchases of raw  materials
inventory  for  production,   finished  goods  inventory,  funding  of  accounts
receivable and capital expenditures. Historically, the Company's primary sources
of cash for its business  activities  have been cash flows from  operations  and
borrowings under its lines of credit and term loans.

         Working  capital  decreased  from $(34.9)  million at March 31, 1999 to
$(38.8)  million  at  September  30,  1999,  including  liabilities  subject  to
compromise.  The decrease in working  capital is primarily  attributable  to the
Company's losses.

         At  September  30, 1999,  the  Company's  primary  sources of liquidity
consisted of $826,000 in cash and cash  equivalents.  At September 30, 1999, the
Company had approximately  $59.9 million available under its lines of credit, of
which it had borrowed approximately $59.9 million.


         German Banks Settlement - On April 15, 1999, the Company did not make a
required  principal and interest  payment of DM 900,000  (U.S.  $492,000) on the
Third Restated  Promissory Note between the Company and Hypo Vereinsbank (acting
through its New York branch)  dated April 15, 1998 (the "Term  Loan").  On April
16, 1999, Hypo Vereinsbank notified the Company that nonpayment of principal and
interest  constituted  a  default  under the terms of the Term Loan and that the
entire  balance of DM 6.4 million (U.S.  $3.5 million) was  immediately  due and
payable.  As a result,  Hypo Vereinsbank  applied the proceeds of a time deposit
that was held as security by the bank in the amount of U.S. $2.0 million against
the outstanding balance due on the Term Loan.

                                       27
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

         In addition,  on March 31, 1999, Marker Germany's DM 58.7 million (U.S.
$32.1 million) line of credit with Hypo Vereinsbank, Deutsche Bank AG ("Deutsche
Bank") and BFG Bank expired.  Marker  Germany's  obligations to Hypo Vereinsbank
and  Deutsche  Bank are  guaranteed  by the Company.  In  addition,  the Company
granted to the German Banks a second lien on its intangible assets. As a result,
the Company and Marker Germany  commenced  negotiations with Hypo Vereinsbank to
restructure  the debt  owed to Hypo  Vereinsbank,  culminating  in a  Settlement
Agreement dated as of August 18, 1999, between Hypo Vereinsbank, the Company and
CT (the "Hypo Vereinsbank Settlement Agreement").

         Pursuant  to the Plan and the Hypo  Vereinsbank  Settlement  Agreement,
Hypo Vereinsbank will forgive in full upon Closing, the outstanding indebtedness
of the Company of DM 2,755,000  (U.S.  $1,506,000)  (plus interest  accrued from
April 19, 1999 to August 13, 1999) as of August 13,  1999,  under the Term Loan,
in full satisfaction of the Company's outstanding obligation to Hypo Vereinsbank
(New York).

         Pursuant to the terms and conditions of the Hypo Vereinsbank Settlement
Agreement, Hypo Vereinsbank agrees to sell to Newco, effective as of the Closing
Date, DM 22,455,000  (U.S.  $12,274,000) of the  outstanding  debt balance of DM
40,761,000  (U.S.  $22,280,000) (as of August 13, 1999) under the Loan Agreement
between Hypo  Vereinsbank and Marker Germany dated October 13, 1998, as amended,
for a consideration of DM 1, which  effectively  reduces the amount of debt that
Marker Germany owes to Hypo Vereinsbank by DM 22,455,000  (U.S.  $12,274,000) to
an outstanding  balance of DM 18,306,000  (U.S.  $10,006,000)  (as of August 13,
1999),  which  balance will be included in the New Financing  Facility  (defined
below).

         In  addition,  Marker  Germany  is a party to six (6)  loan  agreements
entered into with Hypo Vereinsbank from 1995 to 1997 (collectively,  the "Medium
Term  Loan").  Pursuant  to the  Hypo  Vereinsbank  Settlement  Agreement,  Hypo
Vereinsbank agreed that the Medium Term Loan in the amount of DM 4,648,000 (U.S.
$2,541,000) will be included in the New Financing Facility.  Finally, subject to
the  conditions  set forth in the Hypo  Vereinsbank  Settlement  Agreement,  the
Company's and Marker USA's  guarantees of Marker  Germany's  obligations to Hypo
Vereinsbank  under  the  Loan  Agreement  and  Medium  Term  Loan,  pursuant  to
guarantees  issued by each of the Company  and Marker USA on August 1, 1990,  in
the amount of DM 80,000,000 (U.S. $43,728,000),  will be canceled,  released and
terminated and of no further effect.

         Pursuant to the Hypo Vereinsbank Settlement Agreement, Hypo Vereinsbank
agreed to make available to Marker Germany,  effective as of October 27, 1999, a
new line of  credit  (the "New  Financing  Facility")  to be used for  financing
Marker  Germany's  1999-2000 fiscal year, in an amount up to DM 58,480,000 (U.S.
$31,965,000)  (the "Hypo New  Commitment").  The Hypo New Commitment has already
been made available to Marker Germany since April 1, 1999, to be replaced by the
New  Financing  Facility.  The  New  Financing  Facility  will be  secured  by a
first-priority  security  interest  in: (i) all  existing  and  future  accounts
receivable of Marker Germany,  (ii) all existing and future  inventory of Marker
Germany and (iii) all  existing and future  trademarks,  patents and licenses of
Newco  relating in any way to the  production  or sale of ski bindings and their
components.  Newco will  become a contract  party to,  and liable  for,  the New
Financing Facility.

                                       28
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

         Marker  Germany is indebted to Deutsche  Bank  pursuant  to: (i) a Loan
Agreement  between Deutsche Bank and Marker Germany dated November 5/9, 1998, as
amended on December 30, 1998, January 12, 1999, February 23, 1999 and August 18,
1999 (the "DBAG Cash Credit") and (ii) Loan Agreements between Deutsche Bank and
Marker Germany dated November  18/22,  1996 and September  9/16, 1997 (the "DBAG
Medium Term Loan").  Marker Germany's obligations under the DBAG Cash Credit and
the DBAG Medium Term Loan are  guaranteed by each of the Company and Marker USA,
pursuant to guarantees issued by each of the Company and Marker USA on April 30,
1998, in the amount of DM 40,000,000 (U.S. $21,864,000).

         Pursuant to the terms and conditions of the DBAG Settlement  Agreement,
Deutsche  Bank agrees to sell to Newco,  effective  as of the Closing  Date,  DM
5,690,000  (U.S.  $3,110,000) of the  outstanding  debt balance of DM 10,798,000
(U.S.  $5,900,000)  (as of August  13,  1999)  under the DBAG Cash  Credit for a
consideration of DM 1, which effectively  reduces the amount of debt that Marker
Germany  owes  to  Deutsche  Bank  by  DM  5,690,000  (U.S.  $3,110,000)  to  an
outstanding  balance of DM 5,108,000 (U.S.  $2,790,000) (as of August 13, 1999),
which balance will be included in the New Commitment (as defined below).

         In addition,  pursuant to an Agreement dated as of August 18, 1999 (the
"DBAG  Settlement  Agreement"),  by and among Deutsche Bank,  Marker and CT, the
parties have agreed,  among other things, to the terms of a restructuring of the
obligations  owed to Deutsche Bank.  Pursuant to the DBAG Settlement  Agreement,
Deutsche Bank agreed,  among other things, that the DBAG Medium Term Loan in the
amount of DM 1,142,000  (U.S.  $624,000) will be included in the New Commitment.
Finally,  subject to the  fulfillment  of the  conditions  set forth in the DBAG
Settlement  Agreement,  the  Company's  and Marker  USA's  guarantees  of Marker
Germany's obligations to Deutsche Bank will be canceled, released and terminated
and of no further effect.

         Deutsche Bank has also agreed to make available a new line of credit to
Marker Germany for the 1999-2000 fiscal year as part of a new financing facility
in an amount of up to DM 17,934,000 (U.S.  $9,803,000),  (the "New Commitment").
The New Commitment has already been made available to Marker Germany since April
1, 1999.  Newco will be party to and will be liable  for the  obligations  under
this new financing  facility,  which will be secured by all accounts  receivable
and inventory of Marker Germany and all intangibles of Newco.

         Series A Bonds  Settlement  - The  Company  did not  make the  required
interest payments of $125,000 due in October 1998 and $125,000 due in April 1999
on the Series A Bonds. As a result,  the bondholder had the right to declare the
Series A Bonds in default and accelerate the entire outstanding balance of $12.0
million,  plus accrued  interest  thereon.  On March 26, 1999, CT entered into a
restructuring  agreement,  as amended, with the bondholder,  which is contingent
upon  numerous  conditions.  Under the  agreement,  the  Series A Bonds  will be
reduced to an aggregate principal amount of $5,750,000 and payable in four equal
annual  installments  of $750,000,  with $2,750,000  payable after 5 years.  The
agreement  requires  interest  payments  at 2% per annum  during  the first four
years,  and  thereafter  at a  variable  rate not  exceeding  the prime  rate on
commercial  loans in Japan plus  0.5%.  The  agreement  also  requires  that any
amounts paid by Eiichi Isomura pursuant to his personal guarantees on the debt


                                       29
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

obligations of Marker Japan Co. Ltd. ("Marker Japan") shall be repaid commencing
on October 27, 2005.  The  agreement  prohibits the  bondholder  from taking any
enforcement action against the Company and/or its subsidiaries or exercising any
other rights or remedies that the  bondholder  may have under the  documentation
relating to the Series A Bonds or applicable law. However,  if the conditions of
the agreement are not met, there can be no assurance  that the  bondholder  will
not  declare  the  Series A Bonds in  default  and  accelerate  the  outstanding
balance.

         M&T Bank and KeyBank  Settlements - The Company notified  Manufacturers
and  Traders  Trust  Company  ("M&T  Bank")  and  KeyBank  National  Association
("KeyBank"),   banks  with  which  the  Company  had  certain  foreign  exchange
arrangements, in May 1999 and June 1999, respectively, that the Company would be
unable to utilize its foreign exchange  contracts as originally  intended.  As a
result,  on May 25,  1999,  M&T Bank  terminated  the foreign  exchange  netting
agreement (the "Netting Agreement") with the Company dated May 1, 1997. Pursuant
to its rights under the Netting Agreement,  M&T Bank canceled and closed out all
of its  outstanding  foreign  exchange  contracts with the Company for a loss of
$3.7 million as of May 21, 1999, and demanded  immediate payment of such amount.
On July 26, 1999,  the Company  entered into a letter  agreement  with M&T Bank,
Newco and CT, whereby M&T Bank agreed, subject to certain conditions (including,
but  not  limited  to,  consummation  of the  transactions  contemplated  by the
Purchase  Agreement by November 30,  1999),  to reduce its claim to  $1,838,000,
payable in  installments  through 2004. The Company  entered into a Supplemental
Agreement  with M&T Bank,  Newco and CT on August  11,  1999 (the  "Supplemental
Agreement") whereby M&T agreed, subject to numerous conditions,  not to take any
enforcement  action against the Company and/or its  subsidiaries or exercise any
rights  or  remedies  under the  Netting  Agreement  or any other  documentation
relating thereto.

         On August 13, 1999,  KeyBank  terminated the KeyBank  Foreign  Exchange
Contracts.  KeyBank  asserted  that the Company  owed  KeyBank  $1,279,626  (the
"KeyBank FX Debt") in  realized  losses  under the  terminated  KeyBank  Foreign
Exchange  Contracts.  Pursuant to the  Agreement  of  Understanding  dated as of
August 17, 1999 (the "KeyBank Settlement Agreement"),  entered into by and among
KeyBank,  the  Company,  Marker  Germany,  Marker  Japan and Newco,  the parties
reached an agreement which resolved the treatment of KeyBank's  claims under the
Plan, as more particularly  described  therein and in the Disclosure  Statement.
Pursuant to the  KeyBank  Settlement  Agreement  and the Plan,  KeyBank  agreed,
subject to certain conditions  (including,  but not limited to,  consummation of
the transactions  contemplated by the Purchase  Agreement by November 30, 1999),
to reduce its claim to $638,534,  payable in  installments  through 2004. In the
event that the terms of the  restructuring  agreement  are not met,  KeyBank can
proceed to obtain a judgment against the Company.

         First  Security Bank  Settlement - As of June 30, 1999, the Company was
not in compliance  with several loan covenants under the terms and conditions of
the revolving  credit  agreement  dated October 30, 1998, as amended,  among the
Company,  its U.S.  subsidiaries and First Security Bank (the "Revolving  Credit
Agreement").  On July 30,  1999,  the  Company,  its U.S.  subsidiaries,  Marker
Germany,  Newco and First Security Bank entered into a Standstill Agreement (the
"Standstill  Agreement").  Under the Standstill  Agreement,  First Security Bank
agreed to refrain from exercising any of its rights or remedies under the


                                       30
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

Revolving  Credit  Agreement  and  other  related  loan  documentation  or under
applicable law including, without limitation, the right to exercise any right of
setoff,  institute any suit or foreclose on their  collateral  until the earlier
of: (i)  November  30,  1999 or (ii) the date upon which any  default  under the
Standstill  Agreement occurs.  Events which could occur and constitute  defaults
under the Standstill  Agreement include,  but are not limited to, the following:
(i) the Exclusive Distributorship Agreement by and among the Company, Marker USA
and Marker Germany being rejected or otherwise  terminated by any of the parties
thereto, or a party materially  breaching its obligations  thereunder,  (ii) the
Closing not  occurring by November 30, 1999,  and (iii) the  Borrowing  Base (as
defined  in  the  Revolving  Credit  Agreement)  being  less  than  80%  of  the
outstanding obligations under the Revolving Credit Agreement at any time. In the
event of a default  under the  Standstill  Agreement,  First  Security  Bank may
exercise  its rights to demand  payment of all amounts  due under the  Revolving
Credit  Agreement,  foreclose  on the  Company's  assets,  which are  pledged as
collateral  under  the  agreement,  or force  the  Company  into an  involuntary
bankruptcy.  Pursuant to the Plan,  First Security Bank's claims will be paid in
full, in cash, upon the Closing.

         Zions  First  National  Bank  Settlement  - On January  14,  1999,  the
Company,  in coordination with Zions First National Bank ("Zions"),  disposed of
its leased  snowboard  equipment  through an  auction.  The net  proceeds of the
auction were paid to Zions. The remaining  balance of $1.8 million owed to Zions
was to be paid according to the original terms of the lease.  On March 17, 1999,
the Company  signed an agreement  with Zions,  whereby the Company  would make a
lump sum payment of $170,392 on or before July 1, 1999,  as full  settlement  of
the remaining  lease  obligation of  $1,703,916.  On June 30, 1999,  the Company
signed a revised agreement with Zions,  whereby the Company paid $30,000 on June
30, 1999, and was required to pay the remaining $140,392 on or before October 1,
1999.  On August 19,  1999,  the  Company  paid the  remaining  $140,392 as full
settlement  of  the  restructured  lease  obligation.   The  resulting  gain  of
$1,533,524 has been recorded as gain on disposal of snowboard business.

         Henry  E.  Tauber  Settlement  - Henry  E.  Tauber  ("Tauber"),  former
president  and  chief  executive  officer  of the  Company  and a member  of the
Company's  board of directors,  is the record and beneficial  owner of 1,000,000
shares  of  the  Company's  Series  B  Preferred  Stock  (the  "Preferred  Stock
Interests")  which were acquired for $3.00 each in cash, for a total  investment
of $3,000,000. Tauber and Newco entered into an Agreement of Understanding dated
as of July 13,  1999  (the  "Tauber  Agreement"),  regarding  the  treatment  of
Tauber's  Preferred  Stock  Interests  under the Plan.  Pursuant  to the  Tauber
Agreement, Tauber, or the then existing holder of the Preferred Stock Interests,
is given an Allowed  Claim (as defined in the Plan) in the  principal  amount of
$1,500,000 on account of the Preferred  Stock  Interests  (the "Tauber  Claim").
Pursuant to the Plan, in full  satisfaction  and release of the Tauber Claim, on
the Effective  Date,  Newco will assume the Tauber Claim and will pay, when due,
the Tauber Payment Obligations,  as more particularly  described in the Plan and
Disclosure Statement.

         Wells Fargo  Revolving  Credit Line - On October 21,  1999,  Marker USA
received a commitment  letter from Wells Fargo Business Credit,  Inc.  ("WFBCI")
for a $15,000,000 secured revolving line of credit maturing on March 31, 2001.


                                       31
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

The proposed line of credit is subject to numerous  conditions  before  closing,
including  but not limited to: (i) evidence  that WFBCI has a perfected  lien on
all collateral  (including all accounts  receivable,  inventory,  chattel paper,
machinery and equipment,  general intangibles and other assets),  (ii) extension
of the Exclusive Distributorship Agreement between Marker USA and Marker Germany
through the term of the credit  facility,  and assignment of Marker USA's rights
under such agreement,  (iii) the closing of the Purchase Agreement,  and (iv) no
adverse  change in the  financial  condition  of Marker USA.  Proceeds  from the
proposed line would be used to pay First  Security Bank and for working  capital
for Marker USA.

Year 2000 Computer Issue

         Many  currently  installed  computer  systems and software are coded to
accept  only  two-digit  entries in the date code field.  Beginning  in the year
2000,  these  date  code  fields  will  need to  accept  four-digit  entries  to
distinguish  twenty-first  century  dates from  twentieth  century  dates.  As a
result,  within the next two months,  computer  systems and/or  software used by
many  companies  may  need to be  upgraded  to  comply  with  such  "Year  2000"
requirements.  The Company has assessed the potential impact of Year 2000 on the
processing of date-sensitive  information by the Company's  information systems,
manufacturing  systems  and  other  ancillary  systems.  While  there  can be no
assurance that Year 2000 matters will be satisfactorily identified and resolved,
the  Company  currently  believes,  based on  discussions  with its  information
systems  vendors,  that Year 2000 issues will not have a material adverse effect
on the Company.

         The  Company's  Year  2000  initiative  is being  managed  by a team of
internal  staff and is designed  to ensure that there are no adverse  effects on
the Company's ability to conduct  business.  The initiative covers the corporate
office network and financial systems,  payroll processing,  corporate computers,
manufacturing  systems  and  telephone  systems.  In  addition,  the  Company is
reviewing  the Year 2000  compliance  efforts of the Company's key suppliers and
other principal business partners.

         The  Company  believes  it has  brought  its  systems  into  Year  2000
compliance  and has completed  successful  testing of all systems to ensure that
they are Year 2000 compliant.

         The Company is in the process of  developing  contingency  and business
continuity  plans  tailored  for  Year  2000-related  occurrences.  The  Company
believes its significant  hardware and software systems are Year 2000 compliant.
The Company  believes that the most likely worst case scenario of failure by the
Company or its suppliers to adequately resolve Year 2000 issues would arise from
a failure of its order  entry and  accounts  receivable  system.  Such a failure
would  require the Company to resort to  "non-computerized"  means to  undertake
sales and  distribution  functions such as placing  customer orders and ordering
inventory.  While the Company  believes that it is equipped to operate in such a
"non-computerized" mode to address such a failure, there can be no assurance


                                       32
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

that the Company would not, as a result of such or any other  unanticipated Year
2000 failure,  suffer from lost revenues,  increased  operating  costs,  loss of
customers or other business interruptions of a material nature.

         The above  information  is based on the  Company's  best  estimates  at
present,  which  were  derived  using  numerous  assumptions  of future  events,
including the availability and future costs of certain  technological  and other
resources,  third  party  modification  actions  and  other  factors.  Given the
complexity  of these issues and  possible,  though as yet  unidentified,  risks,
actual results may vary materially from those  anticipated and discussed  above.
Specific factors that might cause such differences  include,  among others,  the
availability  and cost of personnel  trained in this area, the ability to locate
and  correct all  affected  computer  codes,  the timing and success of remedial
efforts of the Company's third party suppliers and similar uncertainties.

Other Matters

         Pursuant to the Plan,  the Company will change its name to MKR Holdings
and will remain  incorporated in Utah.  Pursuant to the Confirmation  Order, the
Company is  authorized  to amend its  articles of  incorporation  and by-laws to
satisfy the provisions of the Purchase Agreement,  the Plan and the Confirmation
Order on or before the Closing,  without further authorization and approval from
the  Company's  shareholders,  board of directors  or order from the  Bankruptcy
Court.

         Pursuant to the Plan,  as of the  Closing,  the business and affairs of
the Company  will be managed by and under the  direction of a Board of Directors
which shall consist of the following three members: Kevin Hardy, Henry E. Tauber
and Louis M.  Alpern.  Prior to the  Closing,  the  business  and affairs of the
Company  will  continue to be managed by and under the  direction of the current
Board of Directors.

         Effective September 22, 1999, John G. McMillian,  Chairman of the Board
of Directors, resigned.

         Effective   October  27,  1999,  the  Company  canceled  all  1,531,800
remaining stock options.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

         The Company is exposed to market risk,  including various interest rate
and foreign currency exchange rate risks.


                                       33
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS-(continued)

         Foreign  Exchange  Contracts - The Company enters into foreign exchange
contracts to reduce the potential impact of unfavorable  fluctuations in foreign
exchange  rates.  Contracts  that are  intended  to hedge firm  commitments  are
deferred and recognized as part of the cost of the underlying  transaction being
hedged.  Gains and losses on foreign  exchange  contracts that do not qualify as
hedges are reported  currently  in income.  During  fiscal year 1999,  given the
financial  position of the Company,  the Company  determined  that all gains and
losses on foreign exchange  contracts  should be reported in income.  Due to the
Company's financial position,  the Company determined that it would be unable to
utilize certain foreign exchange contracts as originally  intended.  The Company
notified M&T Bank and KeyBank,  banks with which the Company has certain foreign
exchange arrangements, in May 1999 and June 1999, respectively, that the Company
would be  unable  to  utilize  its  foreign  exchange  contracts  as  originally
intended.  See Note 2 ("M&T  Bank and  KeyBank  Settlements")  to the  Condensed
Consolidated  Financial  Statements,  which  describes  the M&T Bank and KeyBank
Settlements.  As of September 30, 1999, the Company held foreign currency option
contracts to purchase DM 7,480,000 for U.S.  $4,000,000.  These option contracts
expire at varying  dates  through  January  24,  2000.  The  Company's  numerous
intercompany  receivables  and payables and  commitments  denominated in foreign
currencies  exceed the amounts covered by the option contracts  referenced above
and create exposure to  fluctuations in foreign  currency rates. As of September
30, 1999, these receivables and payables remain substantially unhedged.

         Interest Rate Risk - The Company's exposure to market risks for changes
in  interest  rates  is  tied  to  its  outstanding  borrowings.  The  Company's
borrowings consist of operating  lines-of-credit with variable interest rates to
finance its  operations  and long-term debt with fixed interest rates to finance
its capital  expenditures.  Changes in the general  level of interest  rates can
affect  the  Company's   interest   expense  incurred  in  connection  with  its
interest-bearing  liabilities. The interest rates on the Company's variable rate
debt ranged from 2.0% to 11.25% on a total outstanding  balance of $74.1 million
as of September 30, 1999.  The interest  rates on the Company's  fixed rate debt
ranged from 2.1% to 9.7% on a total  outstanding  balance of $5.0  million as of
September 30, 1999.


"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
1995

         With the exception of historical  information  (information relating to
the Company's  financial condition and results of operations at historical dates
or  for  historical  periods),   the  matters  discussed  in  this  Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations  are
forward-looking statements that necessarily are based on certain assumptions and
are subject to certain risks and uncertainties. These forward-looking statements
are based on management's  expectations  as of the date hereof,  and the Company
does not undertake any  responsibility  to update any of these statements in the
future.  Actual future performance and results could differ from those contained
in or suggested by these forward-looking statements as a result of the factors


                                       34
<PAGE>


set forth in this  Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations  and the Business  Risks  described in the  Company's
Annual  Report on Form 10-K for the year ended March 31, 1999,  and elsewhere in
the Company's filings with the SEC.


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

         Section  1129(a)(8) of the Bankruptcy Code requires that in order for a
plan of  reorganization  to be  confirmed,  each class of claims  and  interests
designated under the plan must either: (a) have voted to accept the plan, or (b)
not be impaired  under the plan.  Accordingly,  the Debtors  solicited  votes to
accept or  reject  the Plan by  transmitting  the  Plan,  Disclosure  Statement,
appropriate  ballots and other  solicitation  materials to holders of claims and
interests  entitled to vote under the Plan,  including,  among others,  Marker's
common stockholders. Pursuant to Section 1126(d) of the Bankruptcy Code, a class
of  interests  is  deemed  to have  accepted  the  plan if  holders  of at least
two-thirds of the amount of shares  actually  voting on the plan voted to accept
the plan.  As set forth in the  Affidavit of Christina  Bastas dated October 25,
1999 (the "Bastas  Affidavit") filed with the Bankruptcy Court,  which certified
the  results of the  tabulation  of  ballots  for  Marker  Class 11 (the  common
stockholders),  more than  two-thirds  of the shares of Marker common stock that
timely and  properly  voted on the Plan  accepted  the Plan.  Specifically,  the
Bastas Affidavit  indicates that of the 6,946,201 shares that voted to accept or
reject the Plan,  6,928,801  shares (99.75%) voted to accept the Plan and 17,400
shares (.25%) voted to reject the Plan. Accordingly, pursuant to Section 1126 of
the Bankruptcy Code, the Plan was accepted by Marker's shareholders  (classified
in Marker Class 11).


                                       35
<PAGE>


                           PART II - OTHER INFORMATION



Item 1.  Legal Proceedings.

         As  contemplated  by the Purchase  Agreement,  on August 19, 1999,  the
Debtors  filed  voluntary  petitions  for relief under  Chapter 11 of the United
States Bankruptcy Code in the Bankruptcy Court. See Note 2 ("Recent Events") and
Note  8  ("Condensed  Combined  Financial  Statements  of the  Debtors")  to the
Condensed Consolidated Financial Statements.


Item 3.  Defaults Upon Senior Securities.

     Descriptions of the defaults and settlements referenced below are qualified
in their  entirety  by  reference  to Part I of this Form  10-Q  which is hereby
incorporated by reference.

         German  Banks  Settlement  - See Note 2 ("Recent  Events - German Banks
Settlement") to the Condensed Consolidated Financial Statements.

         Series A Bonds Settlement - See Note 2 ("Recent Events - Series A Bonds
Settlement") to the Condensed Consolidated Financial Statements.

         M&T Bank and  KeyBank  Settlements  - See Note 2 ("Recent  Events - M&T
Bank  and  KeyBank  Settlements")  to  the  Condensed   Consolidated   Financial
Statements.

         First  Security  Bank  Settlement - See Note 2 ("Recent  Events - First
Security Bank Settlement") to the Condensed Consolidated Financial Statements.

         Zions First  National  Bank  Settlement - See Note 2 ("Recent  Events -
Zions First National Bank Settlement") to the Condensed  Consolidated  Financial
Statements.

         Henry E.  Tauber  Settlement  - See Note 2  ("Recent  Events - Henry E.
Tauber Settlement") to the Condensed Consolidated Financial Statements.


                                       36
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K.

         a)       Exhibits:
                  --------
                  2.1      Asset Purchase Agreement,  dated as of July 30, 1999,
                           by and between Marker  International,  as seller, and
                           Marker International GmbH, as buyer (without exhibits
                           or schedules).
                  2.2      Amendment to the Asset Purchase  Agreement,  dated as
                           of  September  20,  1999,   by  and  between   Marker
                           International,  as seller,  and Marker  International
                           GmbH,  as  buyer.   Filed  as  exhibit  10.1  to  the
                           Company's Current Report on Form 8-K dated November
                           12, 1999.
                  2.3      First Amended Joint Chapter 11 Plan of Reorganization
                           dated September 22, 1999 (without exhibits). Filed as
                           exhibit 2.2 to the Company's  Current  Report on Form
                           8-K dated November 12, 1999.
                  2.4      Confirmation  of the First Amended Chapter 11 Plan of
                           Reorganization,   dated  October  27,  1999  (without
                           exhibits).  Filed  as  exhibit  2.1 to the  Company's
                           Current Report on Form 8-K dated November 12, 1999.
                  2.5      Disclosure  Statement for the Plan,  dated  September
                           22, 1999 (without exhibits).*
                  2.6      Amendment to First  Amended  Joint Chapter 11 Plan of
                           Reorganization, dated as of October 25, 1999.*
                  27       Financial Data Schedule. *

------------------------
*        Filed herewith.

                                       37
<PAGE>


         b) Reports filed on Form 8-K:
                  --------------------------

                  Current  Report on Form 8-K filed on July 2,  1999,  reporting
                  under  Item 2 the  execution  of the  Shareholders'  Agreement
                  between CT Sports  Holding AG,  Marker  International,  Marker
                  Canada, Ltd. and Lapointe Rosenstein, as escrow agent.

                  Current Report on Form 8-K filed on August 6, 1999,  reporting
                  under Item 2 the execution of the Purchase  Agreement  between
                  Marker International and Marker International GmbH.

                  Current Report on Form 8-K filed on August 23, 1999, reporting
                  under  Item 3 the  filing of the  petition  for  relief  under
                  Chapter 11 of the United States Bankruptcy Code by Marker
                  International, DNR USA, Inc.
                  and DNR North America, Inc.

                  Current  Report  on Form  8-K  filed  on  November  12,  1999,
                  reporting  under Item 3 the  confirmation  of the petition for
                  relief under Chapter 11 of the United States  Bankruptcy  Code
                  by Marker International,  DNR USA, Inc. and DNR North America,
                  Inc.




                                       38
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             MARKER INTERNATIONAL
                                             --------------------
                                                  Registrant

Dated:  November 15, 1999           /s/  Peter C. Weaver
                                    --------------------
                                    Peter C. Weaver
                                    President and Chief Executive Officer
Dated:  November 15, 1999           /s/  Kevin Hardy
                                    ----------------
                                    Kevin Hardy
                                    Chief Financial Officer

                                       39