10-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File Number 1-9340

REEBOK INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Massachusetts	04-2678061
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

1895 J.W. Foster Boulevard

Canton, Massachusetts 02021

(Address of principal executive offices) (Zip Code)

(781) 401-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
registered	registered
Common Stock, par value $.01 per share	New York Stock Exchange
Common Stock Purchase Rights	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ý  No  o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

Yes  o  No  ý

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, and (2) has been subject to such filing requirements for the past 90 days. Yes   ý   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 under the Securities Exchange Act of 1934).  Yes ý   No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o  No  ý

As of June 30, 2004, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately $1,723,705,805.

As of February 22, 2005, 59,601,044 shares of the registrant’s Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain parts of registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders held on May 3, 2005, which was filed with the Securities and Exchange Commission on March 8, 2005, are incorporated by reference in Part III of this Report.

EXPLANATORY NOTE

This Form 10-K/A is being filed to amend and restate Item 9A of Part II of the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (“2004 10-K”), which was filed with the Securities and Exchange Commission on March 8, 2005 by Reebok International Ltd.. (the “Company”).   To conform to the requirements of SEC Regulation S-K, this amendment amends and restates disclosure in Item 9A concerning the Company’s disclosure controls and procedures.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15.

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PART II

Item 9A.  Controls and Procedures.

(a)    Disclosure Controls and Procedures.

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

(b)    Management’s Annual Report on Internal Control Over Financial Reporting

The management of Reebok International Ltd. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Executive Vice President and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2004 based on the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, management concluded that its internal control over financial reporting was effective as of December 31, 2004.   Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included below.

(c)    Attestation report of the independent registered public accounting firm.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Reebok International Ltd.

        We have audited management’s assessment, included in the Report on Internal Control over Financial Reporting, that Reebok International Ltd. maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Reebok International Ltd.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the

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circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, management’s assessment that Reebok International Ltd. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Reebok International Ltd. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO criteria.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Reebok International Ltd. as of December 31, 2004 and 2003, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004 and our report dated March 2, 2005 expressed an unqualified opinion thereon.

Boston, Massachusetts

March 2, 2005

(d)    Changes in Internal Control over Financial Reporting. There has been no change in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Item 15.  Exhibits and Financial Statement Schedules.

The following documents are filed as part of this report:

23.1	Consent of Ernst & Young LLP
31.1	Certification of Paul Fireman, Chairman and Chief Executive Officer, dated December 16, 2005, and made pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Kenneth Watchmaker, Executive Vice President and Chief Financial Officer, dated December 16, 2005, and made pursuant to Rule 13a-14(a) and 15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Paul Fireman, Chairman and Chief Executive Officer, dated December 16, 2005, and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002
32.2	Certification of Kenneth Watchmaker, Executive Vice President and Chief Financial Officer, dated December 16, 2005 and made pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (31)

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SIGNATURE

                Pursuant to the requirements of Section 13 or 15(d) 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.

	REEBOK INTERNATIONAL LTD.
By:	/s/ Kenneth Watchmaker
	Kenneth Watchmaker
	Executive Vice President and Chief Financial Officer

Dated:  December 16, 2005

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-4 No. 333-117751) of Reebok International Ltd., and

(2)Registration Statement (Form S-8 Nos. 33-53523, 33-53525, 333-63032, 333-67249, and 333-83897) pertaining to the 2001 Equity Incentive and Director Deferred Compensation Plan of Reebok International Ltd.; of our report dated March 2, 2005, with respect to Reebok International Ltd. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Reebok International Ltd., included in this Form 10-K/A.

/s/ Ernst & Young LLP

Boston, Massachusetts

December 16, 2005

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Paul Fireman, certify that:

1.I have reviewed this annual report on Form 10-K/A of Reebok International Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent

fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  December 16, 2005

/s/ Paul Fireman

Paul Fireman

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Kenneth Watchmaker, certify that:

1.I have reviewed this annual report on Form 10-K/A of Reebok International Ltd.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent

fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  December 16, 2005

/s/ Kenneth Watchmaker

Kenneth Watchmaker

Executive Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of Reebok International Ltd. (the “Company”), does hereby certify that to the undersigned’s knowledge:

1)      the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2004 (“10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)      the information contained in the Company’s 10-K being filed fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul Fireman

Paul Fireman

Chairman and Chief Executive Officer

Dated: December 16, 2005

A signed original of this written statement required by Section 906 has been provided to Reebok International Ltd. and will be retained by Reebok International Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Executive Vice President and Chief Financial Officer of Reebok International Ltd. (the “Company”), does hereby certify that to the undersigned’s knowledge:

1)the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2004 (“10-K”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)the information contained in the Company’s 10-K being filed fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kenneth Watchmaker

Kenneth Watchmaker

Executive Vice President and

Chief Financial Officer

Dated: December 16, 2005

A signed original of this written statement required by Section 906 has been provided to Reebok International Ltd. and will be retained by Reebok International Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

CORRESP

December 16, 2005

Pamela A. Long

Assistant Director

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E., Mail Stop 7010

Washington, DC 20549

Re:	Form 10-K for the year ended December 31, 2004
	Filed April 15, 2005
	File No. 001-09340
	Form 10-Q for the period ended June 30, 2005
	Filed August 9, 2005
	File No. 001-09340

Dear Ms. Long:

Our client, Reebok International Ltd. (“Reebok”) has authorized us to respond to your letter of December 7, 2005 containing your comments on the filings referred to above.  For reference purposes, your comments are reproduced in bold in numerical sequence in this letter, and the corresponding responses of Reebok are shown below each comment.

We have filed simultaneously with this letter a Form 10-K/A for the year ended December 31, 2004 that includes a revised Item 9A reflecting our responses.

Thank you for your attention to Reebok’s filings.  We look forward to discussing this letter and the revised filing at your earliest convenience.

Form 10-K for the Year Ended December 31, 2004
Liquidity and Sources of Capital, page 46
Off Balance Sheet Arrangements, page 48

3.We have read your response to comment 29 from our letter dated October 19, 2005.  Please tell us how you determined the discount rate used in both calculations of the present value of the minimum lease payments.  In Appendix B regarding the Rotterdam facility, please tell us where the monthly rental payments are discounted in your calculation of present value of minimum lease payments.  Please also tell us why you used estimated rather than actual legal expenses in the Rotterdam analysis and show us how the analysis would differ if actual legal expenses were used.

Response to Comment 3

Please tell us how you determined the discount rate used in both calculations of the present value of the minimum lease payments.

The discount rate for both leases was the variable rate under the lease term in effect at inception of the lease (i.e., 3 month Libor plus the credit spread). This rate represents the rate implicit in the lease as both leases are financed at variable interest rates based on 3 month Libor.

The Canton lease closed on March 19, 2004.  The rate used in the calculations prepared for the purposes of the 90% test and forwarded to the Staff was 1.12% and was based on the LIBOR rate in effect on February 20, 2004.  The credit spread for the Canton lease is 1.32% per annum.  Accordingly the “all-in” discount rate used for the present value analysis was 2.44%.  The Staff will note that the actual Libor on the draw down date (March 19) was 1.11%.   Because the actual Libor rate on the date of closing was lower than the estimated Libor rate which would yield a lower net present value calculation the Company did not change the Libor rate in its documentation of the calculation for this small change.

In Appendix B regarding the Rotterdam facility, please tell us where the monthly rental payments are discounted in your calculation of present value of minimum lease payments.

For the Rotterdam lease we used the actual Libor rate on the June 24, 2004 drawdown date, which was 1.559380%  plus a credit spread of 1.35% resulting in an “all-in” discount rate used for the present value analysis of 2.90938%.  In our first response, we forwarded the Staff the summary of the calculation, which was included as Appendix B of our prior response.  In response to the Staff’s comment, we refer the Staff to Attachment A of this letter which shows the entire calculation and the discounting of the 40 quarterly payments contemplated in the Rotterdam lease.

Please also tell us why you used estimated rather than actual legal expenses in the Rotterdam analysis and show us how the analysis would differ if actual legal expenses were used.

The Appendix was mis-labelled.  Legal expenses in the analysis were actual expenses incurred not estimates.

Item 9A Controls and Procedures, page 92
Disclosure Controls and Procedures, page 92

4.We have read your response to comment 31 from our letter dated October 19, 2005.  Rule 13a-14 of the Securities Exchange Act of 1934 requires a certification signed by each principal executive and principal financial officer.  Since you are referring to the evaluation of disclosure controls and procedures, this is defined in Exchange Act Rules 13a-15(e) and 15d-15(e).  See SEC Release 33-8238, which became effective August 14, 2003.  Please file an amendment to your Form 10-K to reference the appropriate paragraphs of the

Securities and Exchange Act of 1934.  In doing so, please refile your Form 10-K in its entirety, along with updated certifications.

Response to Comment 4

We have revised Item 9A in our Form 10-K/A to reference the appropriate paragraph.

5.We have read your response to comment 32 from our letter dated October 19, 2005.  We note that your Chief Executive Officer and Chief Financial Officer concluded your disclosure controls and procedures “were effective to ensure that information required to be disclosed in this report had been properly recorded, processed, summarized and reported within the required time periods.”  Please revise your disclosure to clarify, if true, that your officers concluded that your disclosure controls and procedures are effective to ensure that information required to be disclosed by you in the reports that you file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to your management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  Alternatively, simply state that your disclosure controls and procedures are effective, or not effective, without providing any part of the definition of disclosure controls and procedures that is included in Exchange Act Rules 13a-15(e) and 15d-15(e).

Response to Comment 5

We have revised Item 9A in our Form 10-K/A to state that the Company’s disclosure controls and procedures were effective without providing any part of the definition of disclosure controls and procedures that is included in Exchange Act Rules 13a-15(e) and 15d-15(e).

6.We have read your response to comment 33 from our letter dated October 19, 2005.  You indicate that the CEO/CFO has concluded that “except as described in the following sentence, the disclosure controls were effective.”  Given the limitation noted, it still remains unclear whether your CEO and the CFO have concluded that your disclosure controls and procedures are effective or not effective.  Please amend to state in clear and unqualified language, the conclusions reached by your CEO and CFO on the effectiveness of your disclosure controls and procedures.  For example, if true, you should state that your disclosure controls and procedures are effective including

consideration of the identified matter, so long as you provide appropriate disclosure explaining how the disclosure controls and procedures were determined to be effective in light of the identified matter.  You should not, however, state the conclusion in your current disclosure, which appears to state that your disclosure controls and procedures are effective except to the extent they are not effective.

Response to Comment 6

We believe that failure to achieve 100% accuracy does not render a disclosure control system ineffective.  Thus, after consideration of the late filing of the Current Report on 8-K report described in our original 10-K filing, the Chief Executive Officer and Chief Financial Officer concluded that, nevertheless, the Company’s disclosure controls and procedures were effective.  Accordingly, we have revised Item 9A in our Form 10-K/A to state that the Company’s disclosure controls and procedures were effective.

Form 10-Q for the Period Ended September 30, 2005
7- Business Divestitures, page 10

7.You indicated that on July 15, 2005, you completed the sale of Ralph Lauren Footwear Co., Inc.  Please tell us how you determined that your business divestiture should not be accounted for as discounted operations.  Please tell us what consideration you gave to paragraphs 42, 43 and 45 of SFAS 144.

Response to Comment 7

On July 15, 2005 the Company completed the sale of Ralph Lauren Footwear Co., Inc., a wholly owned subsidiary of the Company and Polo Ralph Lauren Corporation’s footwear licensee, to Polo Ralph Lauren Corporation.  Upon the closing of the transaction, the agreement under which Ralph Lauren Footwear Co., Inc. acted as Polo’s footwear licensee was terminated.  Under a transition services agreement entered into between the Company and Polo Ralph Lauren Corporation in connection with the sale, the Company continues to provide transition services to Polo Ralph Lauren Corporation for a period of up to eighteen months after the closing date.  Under this agreement, Polo Ralph Lauren Corporation will design shoes and Reebok will provide the following services:

•Work with the factory to develop a prototype for Polo Ralph Lauren Corporation

•Once approved, Reebok will then order the shoe from the factory

•Reebok will pay the factory for the product

•Reebok will then bill Polo Ralph Lauren Corporation for the cost of the shoe, plus freight and customs

•Reebok will also perform other transaction processing on behalf of Polo Ralph Lauren Corporation (i.e. distribution, financial services, general accounting, accounts receivable, accounts payable, MIS and payroll services)

•Reebok will receive an annual management fee of approximately $5 million that will cover the cost of Reebok’s development team and other back office personnel.

Under SFAS 144, the results of operations of a component of an entity that either has been disposed of or is classified as held for sale shall be reported in discontinued operations in accordance with paragraph 43 if both of the following conditions are met:

1.the operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction and

2.the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction

The Company also considered EITF 03-13, Applying the Conditions in Paragraph 42 of FASB Statement No. 144 in Determining Whether to Report Discontinued Operations, which provides additional guidance on the two criteria above.  EITF 03-13 states that the Company must evaluate whether the continuing cash flows are direct or indirect.  Direct continuing cash flows would indicate that the cash flows have not been eliminated and the operations of the component should not be presented as a discontinued operation.  EITF 03-13 also states that the evaluation of continuing cash flows should be done on a gross basis regardless of whether the income statement presentation is on a gross or net basis.

Under the agreement, Reebok will generate continuing cash flows.  These cash flows are the result of a continuation of activities, since Reebok performed product development and accounting functions before the disposal transactions and will continue to provide these services after the disposal.  Therefore, the cash flows of Ralph Lauren Footwear Co, Inc. before and after the disposition are:

	Before Sale	Subsequent to Sale
Cash Inflows	Revenues from sales of product to retailers of approximately $140 million per year.	Reimbursement from Polo Ralph Lauren Corporation for cost of inventory approximately $95 million per year and annual management fee of approximately $5 million per year.
Cash Outflows	Cost to purchase inventory of approximately $95 million per year and employee costs estimated at approximately $5 million per year.	Cost to purchase inventory of approximately $95 million per year and employee costs estimated at approximately $5 million per year.

Based on the estimates above, the Company had concluded that the continuing cash flows are significant and that the continuing cash flows are considered direct cash flows of the disposed component due to the significant cash inflows and outflows that are expected to be generated by the Company after the sale.

Therefore, since the continuing cash flows are considered direct cash flows, the Company had concluded that the business divestiture should not be accounted for as discontinued operations under paragraph 42 and 43 of SFAS 144, as both conditions above had not been met at the reporting date. The Company has included the gain on the sale in income from continuing operations before income taxes, as required by paragraph 45 of SFAS. 144.

*****

We hope that the foregoing has been responsive to your comments.  If you should have any questions about this letter or require any further information, please call the undersigned at (617) 951-7363 or Keith Higgins of our offices at (617) 951-7386.

Very truly yours,

/s/ Ryan E. Driscoll

Ryan E. Driscoll

cc:           Keith F. Higgins

                Jane D. Goldstein

                Diane Fernandes

Attachment A

Reebok International Ltd.

NPV Test (A/B) = 89.75%

	Beginning				Ending	Total Basic	Transaction	Annual Admin	Lessee Risk	Lessor Risk		NPV as % of Beg Lease Bal.
	Balance	Principal		Interest	Balance	Rent	Fees	Fee	Amount	Amount		(Years 1-10)
												89.75		%
										PV (A=	)	$	33,416,692
24 Jun 2004		$	865,299.23		37,129,000	865,299		0	865,299
24 Sep 2004	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2004	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2005	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2005	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2005	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2005	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2006	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2006	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2006	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2006	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2007	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2007	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2007	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2007	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2008	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2008	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2008	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2008	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2009	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2009	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2009	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2009	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2010	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2010	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2010	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2010	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2011	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2011	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2011	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2011	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2012	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2012	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2012	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2012	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2013	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2013	37,129,000	0		270,056	37,129,000	270,056		12,500				282,556
24-Sep-2013	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Dec 2013	37,129,000	0		270,056	37,129,000	270,056						270,056
24 Mar 2014	37,129,000	0		270,056	37,129,000	270,056						270,056
24-Jun-2014	37,129,000	0		270,056	37,129,000	270,056	64,581	0	30,817,070	6,311,930		31,151,707

Residual Value		Residual Risk
Guarantee as %		as % of Ending
Ending Balance @		Balance @
24-Jun-2014		24-Jun-2014
83.000	%	17.000	%

Borrowing Rate (LIBOR + 135)	2.909		%
Appraised Value-per Weatheralls	$	37,232,250