Exhibit 99.2

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On January 12, 2007, Oakley, Inc. (Oakley), through its wholly-owned subsidiary, Merlita Acquisition Corporation (Merlita), completed the acquisition of the significant assets of Eye Safety Systems, Inc. (ESS) pursuant to the terms of an Asset Purchase Agreement dated November 21, 2006 (Asset Purchase Agreement) by and among Oakley, Merlita, ESS, the stockholders of ESS and John D. Dondero as the stockholders’ representative (the Acquisition). Pursuant to the Asset Purchase Agreement, Oakley acquired ESS’s assets for $110 million cash, subject to certain indemnities and post-closing adjustments.

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Oakley and ESS after giving effect to the Acquisition using the purchase method of accounting. The unaudited pro forma condensed combined balance sheet presents the combined financial position of Oakley and ESS as if the Acquisition had occurred on December 31, 2006. The unaudited pro forma condensed combined income statement for the year ended December 31, 2006 gives effect to the Acquisition as if it had occurred on January 1, 2006. Oakley’s historical data was derived from its consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2006. ESS’ historical data was derived from its audited financial statements as of and for the year ended December 31, 2006.

The allocation of the purchase price is based upon preliminary estimates of the fair value of assets acquired and liabilities assumed in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, “Business Combinations.” Under the purchase method of accounting, the total estimated purchase price is allocated to the net assets acquired based on their estimated fair values as of the acquisition date. The purchase price allocation presented herein is preliminary, and subject to future revision upon the completion of Oakley’s valuation of the acquired assets, including valuation reports from independent third parties.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the consolidated financial position or consolidated results of operations of Oakley that would have been reported had the Acquisition occurred on the dates indicated, nor does it represent a forecast of the consolidated financial position of Oakley at any future date or the consolidated results of operations for any future period. Furthermore, no effect has been given in the unaudited pro forma condensed combined income statement for any synergistic benefits or cost savings that may be realized through the combination of Oakley and ESS or any costs that may be incurred in integrating ESS into Oakley’s business. The unaudited pro forma condensed combined financial information should be read in conjunction with Oakley’s historical financial statements and related notes and management’s discussion and analysis of financial condition and results of operations which are included in Oakley’s Annual Report on Form 10-K for the year ended December 31, 2006, and the historical financial statements and related notes of ESS included in this Form 8-K/A.

Oakley, Inc.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2006
(in thousands)


						Pro Forma
	Historical		Historical			Adjustments				Pro Forma
	Oakley		ESS			(Note 2)				Combined
ASSETS
Current Assets
Cash and cash equivalents	$	31,313	$	748		$	(114,000	)	A	$	30,061
							112,000		B
Accounts receivable, net		109,168		3,298			—				112,466
Inventories		155,377		946			—				156,323
Other receivables		6,375		275			—				6,650
Deferred income taxes		17,933		—			—				17,933
Prepaid expenses and other current assets		13,947		152			—				14,099

Total current assets		334,113		5,419			(2,000	)			337,532

Property and equipment, net		177,400		786			—				178,186
Deposits		2,799		—			—				2,799
Goodwill		64,652		—			45,275		C		109,927
Intangible assets		52,302		99			63,630		C		116,031
Other assets		2,568		—			—				2,568

Total assets	$	633,834	$	6,304		$	106,905			$	747,043


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Lines of credit	$	38,116	$	—		$	112,000		B	$	150,116
Accounts payable		45,955		1,116			—				47,071
Accrued expenses and other current liabilities		57,244		5,521			(5,428	)	D		57,337
Accrued warranty		3,153		—			—				3,153
Income taxes payable		1,167		—			—				1,167
Current portion of long-term debt		8,732		775			(775	)	D		8,732

Total current liabilities		154,367		7,412			105,797				267,576

Deferred income taxes		17,457		—			—				17,457

Other long-term liabilities		3,119		—			—				3,119

Total liabilities		174,943		7,412			105,797				288,152

Shareholders’ Equity
Common stock		690		1			(1	)	E		690
Additional paid-in capital		41,711		2,739			(2,739	)	E		41,711
Retained earnings (accumulated deficit)		405,120		(3,848	)		3,848		E		405,120
Accumulated other comprehensive income		11,370		—			—				11,370

Total shareholders’ equity		458,891		(1,108	)		1,108				458,891

Total liabilities and shareholders’ equity	$	633,834	$	6,304		$	106,905			$	747,043

See accompanying notes to unaudited pro forma financial information.

Oakley, Inc.
Unaudited Pro Forma Condensed Combined Income Statement
Year Ended December 31, 2006
(in thousands, except per share data)


						Pro Forma
	Historical		Historical			Adjustments				Pro Forma
	Oakley		ESS			(Note 2)				Combined
Net sales	$	761,865	$	43,664		$	—			$	805,529
Cost of goods sold		349,114		19,392			—				368,506

Gross profit		412,751		24,272			—				437,023

Operating expenses:
Research and development		22,911		2,966			—				25,877
Selling		205,880		3,286			—				209,166
Shipping and warehousing		20,190		—			—				20,190
General and administrative		93,934		9,907			5,603		F		109,444


Total operating expenses		342,915		16,159			5,603				364,677


Operating income		69,836		8,113			(5,603	)			72,346

Interest expense (income), net		1,457		(143	)		6,563		G		7,877


Income before provision for income taxes		68,379		8,256			(12,166	)			64,469
Provision for income taxes		23,591		—			(1,349	)	H		22,242


Net income	$	44,788	$	8,256		$	(10,817	)		$	42,227


Basic net income per common share	$	0.65								$	0.62

Basic weighted-average common shares		68,421									68,421


Diluted net income per common share	$	0.65								$	0.61

Diluted weighted-average common shares		69,043									69,043

See accompanying notes to unaudited pro forma financial information.

Oakley, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1—Basis of Presentation

Oakley paid the purchase price and transaction costs using available cash reserves and borrowing of $112.0 million under its existing $246.5 million multicurrency revolving credit facility (the Credit Agreement). The amounts borrowed under the Credit Agreement to fund the Acquisition bear interest at a variable rate based upon LIBOR plus a specified margin (effectively 5.86% as of March 14, 2007).

The total estimated purchase consideration consisted of the following (in thousands):


Cash consideration	$	110,000
Direct transaction costs		4,000


Total estimated purchase consideration	$	114,000

Note 2—Pro Forma Adjustments

A.		To record the payment of the estimated purchase consideration, including direct transaction costs.

B.		To reflect borrowings by Oakley of $112.0 million under the Credit Agreement to provide funds for payment of the estimated purchase consideration.

C.		To record the estimated fair values of identified intangible assets acquired.


Current assets	$	5,419
Property and equipment		786
Other assets		99
Liabilities assumed		(1,209	)

Net tangible assets		5,095
Identified intangible assets		63,630
Goodwill		45,275


Total preliminary purchase consideration	$	114,000

		Goodwill represents the excess of the preliminary purchase consideration over the net assets acquired, including identified intangible assets.

D.		To reflect liabilities of ESS not assumed by Oakley under the terms of the Asset Purchase Agreement including accrued bonuses payable, accrued consultant fees, related party note payable and an accrued stockholder bonus.

E.		To eliminate ESS’s shareholders’ equity and accumulated deficit.

To record estimated amortization of identified intangible assets. Estimated amortization is based on the following preliminary fair values of acquired intangible assets, amortized on a straight-line basis with no residual values (dollars in thousands):


			Weighted-Average		Estimated
	Preliminary		Useful Life		First Year
	Amount		(in years)		Amortization
Trademarks	$	7,700		10.0	$	770
Patented technology		9,600		7.0		1,371
Customer relationships		43,030		17.0		2,802
Covenant not to compete		3,300		5.0		660


	$	63,630			$	5,603

G.		To record estimated interest expense on borrowings under the Credit Agreement. Borrowings under the Credit Agreement bear interest at a variable rate based upon LIBOR plus a specified margin (effectively 5.86% as of March 14, 2007). An increase of 125 basis points in the interest rate applicable to such borrowings would reduce pro forma income before provision for income taxes by $140,000.

H.		ESS has elected to be treated as an “S corporation” under Subchapter S of the Internal Revenue Code of 1986 and comparable state laws. Consequently, ESS has not recorded any provision or liability for U.S. Federal or state income taxes in its historical financial statements. Had the Acquisition been completed as of January 1, 2006, the income of ESS for the year ended December 31, 2006 would have been included in Oakley’s consolidated income tax returns and subject to income taxes. The pro forma adjustment includes the estimated additional tax that would have been incurred on the historical income of ESS, as well as the tax effect of the pro forma adjustments, in each case estimated based on Oakley’s 2006 effective tax rate of 34.5%.