8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  February 17, 2012

K-SWISS INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18490	95-4265988
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

31248 Oak Crest Drive, Westlake Village, CA	91361
(Address of principal executive offices)	(Zip code)

818-706-5100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.    Results of Operations and Financial Condition.

          On February 17, 2012, K-Swiss Inc. (the “Company”) issued a press release announcing its results of operations and financial condition for the three and twelve months ended December 31, 2011.  A copy of the Company’s press release is attached as Exhibit 99.1 to this report and is incorporated herein by this reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished under Item 2.02 “Results of Operations and Financial Condition.”  Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference in any filing, registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit Number	Description of Exhibit
	99.1	Press Release issued February 17, 2012.

2

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.

		K-Swiss Inc.
Date:	February 17, 2012		By:	/s/ GEORGE POWLICK
			George Powlick,
			Vice President of Finance, Chief Administrative Officer, Chief Financial Officer and Secretary

3

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release issued February 17, 2012.

4

EX-99.1

Exhibit 99.1

K-SwissReports Fourth Quarter Results

WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--February 17, 2012--K•Swiss Inc. (NASDAQ: KSWS) today announced results for the fourth quarter and year ended December 31, 2011. The operations of FORM Athletics are accounted for as a discontinued operation in the Company’s financial results and are excluded from futures orders data for the prior-year periods.

Financial Results

Net loss for the fourth quarter of 2011 was $25,185,000, or $0.71 per diluted share, compared with a net loss of $20,635,000, or $0.58 per diluted share, for the prior-year period. Net loss for the year ended December 31, 2011 was $70,471,000, or $1.98 per diluted share, compared with a net loss of $68,212,000, or $1.94 per diluted share, for the year ended December 31, 2010. Results for 2010 include a valuation allowance taken against the Company’s deferred tax assets, resulting in income tax expense for 2010 $7,932,000.

For the fourth quarter of 2011, total worldwide revenues increased 17.8% to $50,163,000 from $42,574,000 in the prior-year period. Domestic revenues increased 10.3% to $20,421,000 in the fourth quarter, and international revenues increased 23.6% to $29,742,000 for the same period. Total worldwide revenues for 2011 increased 23.8% to $268,357,000 from $216,766,000 for 2010. Domestic revenues increased 26.7% to $116,781,000 in 2011, and international revenues increased 21.7% to $151,576,000 for the same period.

Futures Orders

Worldwide futures orders with start ship dates from January through June 2012 decreased 21.3% to $73,138,000 at December 31, 2011, from $92,904,000 the previous year. Domestic futures orders decreased 51.6% to $21,879,000 at December 31, 2011, from $45,216,000 the previous year. International futures orders increased 7.5% to $51,259,000 at December 31, 2011, from $47,688,000 the previous year.

Steven Nichols, Chairman of the Board and President, stated, “For the past four years, we have invested substantial resources in driving performance running/Ironman Triathlon. In addition to growing our performance category, our 2012 focus will be on bringing expenses and inventory in line with our historical positions and developing the franchise for the Clean Classic series.”

2012 Guidance

For 2012, the Company is presently forecasting full year consolidated revenues to be approximately $240 million to $250 million. Consolidated gross margin is expected to be approximately 40% to 41%. Selling, general and administrative expenses are expected to be about $110 to $112 million.

Investor Conference Call and Web Simulcast

K•Swiss will conduct a conference call on its fourth quarter 2011 results today, at 11:00 a.m. ET. The number to call for this interactive teleconference is (212) 231-2901. A replay of this conference call will be available until February 24, 2012, by dialing (402) 977-9140 and entering the passcode, 21575274.

The Company will also provide an online Web simulcast and rebroadcast of this conference call. The live broadcast of K•Swiss’ quarterly conference call will be available online at www.streetevents.com and www.earnings.com today, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue through February 24, 2012.

Founded more than forty years ago in Van Nuys, California, K•Swiss introduced the first all-leather tennis shoe, the K•Swiss “Classic” in 1966. Since its inception, K•Swiss has rooted itself in California Sport with an aim to be the most inspiring and innovative sports brand in the market. Today the Company offers performance and lifestyle footwear and apparel for several categories under its California Sports umbrella including Tennis Heritage, California Fit (Running, Triathlon and Fitness) and California Youth. K•Swiss also designs, develops and markets footwear under the Palladium brand. For more information about K•Swiss, visit www.kswiss.com.

Certain matters discussed in this press release are subject to certain risks and uncertainties that could cause actual results to differ materially, including, but not limited to: non-achievement of the assumptions discussed herein, general and regional economic conditions, liquidity concerns due to availability of credit and our ability to reduce our operating losses and inventory levels, industry trends, merchandise trends, including market acceptance of the Company’s product offerings, customer demand, competition, the impact of terrorism and/or a potential global conflict on the worldwide economy, dependence on large customers and credit concentrations and order cancellations and reduced sales resulting from a deepening of the current worldwide recession. A complete description of these factors, as well as others which could affect the Company's business concerns related to our liquidity is set forth in the Company's periodic filings, including its Form 10-K for the year ended December 31, 2011, which is currently on file with the SEC. Futures orders as of any date, represents orders scheduled to be shipped within the next six months. Futures orders as of a certain date do not include orders scheduled to be shipped on or prior to that date. The mix of “futures” and “at-once” orders can vary significantly from quarter to quarter and year to year and, therefore, “futures” are not necessarily indicative of revenues for subsequent periods.

K•Swiss Inc. Consolidated Statements of Loss
(In thousands, except earnings per share data)
	Three Months Ended						Year Ended
	December 31,						December 31,
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)
Revenues	$	50,163		$	42,574		$	268,357		$	216,766
Cost of goods sold		37,322			28,787			175,735			131,774
Gross profit		12,841			13,787			92,622			84,992
Selling, general and administrative expenses		33,006			34,051			153,626			141,039
Impairment on intangibles and goodwill		2,986			-			2,986			-
Operating loss		(23,151	)		(20,264	)		(63,990	)		(56,047	)
Other income/(expense)		-			-			3,000			(3,320	)
Interest income, net		124			265			219			435
Loss before income taxes and discontinued operations		(23,027	)		(19,999	)		(60,771	)		(58,932	)
Income tax expense/(benefit)		1,847			(220	)		3,751			7,932
Loss from continuing operations		(24,874	)		(19,779	)		(64,522	)		(66,864	)
Loss from discontinued operations, less applicable income tax		(311	)		(856	)		(5,949	)		(1,348	)
Net loss	$	(25,185	)	$	(20,635	)	$	(70,471	)	$	(68,212	)
Basic loss per share	$	(0.71	)	$	(0.58	)	$	(1.98	)	$	(1.94	)
Diluted loss per share	$	(0.71	)	$	(0.58	)	$	(1.98	)	$	(1.94	)
Weighted average number of shares outstanding
Basic		35,599			35,297			35,510			35,218
Diluted		35,599			35,297			35,510			35,218

K•Swiss Inc. Condensed Balance Sheets
(In thousands)
	December 31,
	2011		2010
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	28,701	$	49,164
Restricted cash and cash equivalents and restricted investments available for sale		22,602		22,918
Investments available for sale		2,057		66,277
Accounts receivable, net		31,449		24,040
Inventories		90,380		66,959
Prepaid expenses and other current assets		4,927		5,058
Income taxes receivable		770		770
Total current assets		180,886		235,186
PROPERTY, PLANT AND EQUIPMENT, NET		19,593		20,695
OTHER ASSETS
Intangible assets		11,482		18,212
Deferred income taxes		2,914		3,913
Other		4,736		10,159
Total other assets		19,132		32,284
	$	219,611	$	288,165
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank lines of credit	$	9,716	$	273
Current portion of long-term debt		250		293
Trade accounts payable		18,101		19,111
Accrued income taxes payable		372		203
Accrued liabilities		13,500		13,068
Total current liabilities		41,939		32,948
OTHER LIABILITIES
Long-term debt		148		404
Other liabilities		7,816		14,101
Contingent purchase price		3,739		5,799
Total other liabilities		11,703		20,304
STOCKHOLDERS' EQUITY		165,969		234,913
	$	219,611	$	288,165

CONTACT:
K•Swiss Inc.
George Powlick, Chief Financial Officer, 818-706-5100