8-K

UNITED STATES SECURITIES 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): October 27, 2006

THE TIMBERLAND COMPANY

(Exact name of Registrant as Specified in Charter)

DELAWARE	1-9548	02-0312554
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification No.)
200 Domain Drive, Stratham, NH		03885
(Address of Principal Executive Offices)		(Zip Code)

(603) 772-9500
(Registrant’s telephone number, including area code)

     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):

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

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

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

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

TABLE OF CONTENTS

Ex-99.1 Press Release dated October 27, 2006

Item 2.02. Results of Operations and Financial Condition.

     On October 27, 2006, The Timberland Company (referred to as “Timberland”, “Company”, “we”, “our”, or “us”) issued a press release setting forth the Company’s third-quarter 2006 results. A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

     The attached press release includes a discussion of constant dollar revenue changes and diluted earnings per share excluding restructuring and related costs, and diluted EPS excluding restructuring and related costs and including stock-based employee compensation costs, which are non-GAAP measures, and a reconciliation of each to a GAAP measure. We provide constant dollar revenue changes for total Company and international results because we use the measure to understand revenue changes excluding any impact from foreign exchange rate changes. We provide diluted earnings per share excluding restructuring and related costs because we use the measure to understand earnings excluding these identifiable expenses. We provide diluted EPS excluding restructuring and related costs and including stock-based employee compensation costs for 2005 to provide comparability to 2006 reported results.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     The Company hereby furnishes as Exhibit 99.1 to this report our press release dated October 27, 2006 setting forth the Company’s third-quarter 2006 results.

Exhibit Index

Exhibit No.	Description
99.1	Press release of The Timberland Company issued on October 27, 2006 setting forth the Company’s third-quarter 2006 results.

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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 hereunto duly authorized.

	THE TIMBERLAND COMPANY
Date: October 27, 2006	By: Name:	/s/ John Crimmins John Crimmins
	Title:	Vice President, Corporate Controller and
		Chief Accounting Officer

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EX-99.1

Exhibit 99.1

P r e s s R e l e a s e

FOR IMMEDIATE RELEASE	CONTACT:	Karen Blomquist
		Senior Manager, Investor Relations
		(603) 773-1212

TIMBERLAND REPORTS THIRD-QUARTER RESULTS

STRATHAM, NH, October 27, 2006 — The Timberland Company (NYSE: TBL) today reported third-quarter net income of $51.9 million and diluted earnings per share (EPS) of $0.82, compared with third-quarter 2005 net income of $69.2 million and diluted EPS of $1.02, or $1.01 when adjusted to exclude restructuring and related costs and include stock option and employee stock purchase plan expenses.

• Third-quarter revenues were down slightly as gains in new brands (including SmartWool ^® ), Timberland ^® apparel, casual footwear, and Timberland PRO ^® series were offset by anticipated declines in boots and kids’ sales. Foreign exchange rate changes increased third-quarter revenues by approximately $7.9 million, or 1.5% due to the strength of the Euro and the British Pound, but had limited impact on its profitability as a result of the Company’s hedging program.

• International revenue increased 6.9%, or 3.6% on a constant dollar basis, supported by growth in southern Europe, distributor markets, Canada, and Japan. U.S. revenues decreased 7.2%, due primarily to lower boots and kids’ sales, which offset benefits from the addition of the SmartWool^® brand to the Company’s product portfolio and strong growth in key expansion categories such as Timberland PRO^® series footwear and Timberland ^® apparel.

• Third-quarter results reflected global gains in apparel and accessories revenue, which partially offset anticipated declines in footwear revenue. Apparel and accessories revenue increased 27.5% to $129.4 million supported by the addition of the SmartWool ^® brand and growth in Timberland ^® apparel sales globally. Global footwear revenues fell 7.8% to $368.0 million as gains in casual footwear and Timberland PRO ^® series partially offset declines in boots and kids’ sales.

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• Global wholesale revenue decreased by 1.0% to $416.2 million. Worldwide consumer direct revenue increased by 1.3% to $86.8 million, reflecting gains in international retail and U.S. e-commerce which offset declines in U.S. outlet store sales.

• Operating profit for the quarter was $80.8 million, down 23.1% from $105.1 million in the prior year, but was better than anticipated due in part to lower than expected markdowns and closeout sales, reflecting benefits from disciplined inventory management efforts.

• Timberland repurchased 929 thousand shares in the third quarter at a total cost of $25.2 million. It ended the quarter with $61.9 million in cash and $54.2 million in short-term debt as a result of seasonal working capital needs, and effectively controlled working capital levels. Inventory at quarter end was $250.5 million, 3.3% higher than at the end of the 2005 third quarter. Accounts receivable increased 10.8% to $330.4 million, reflecting later timing of shipments in the quarter.

• While pleased with its continuing progress on key strategic fronts, Timberland is maintaining a cautious outlook and is now targeting fourth-quarter revenue growth in the mid-single digit range. This outlook reflects expectations for relatively flat U.S. growth, which will offset targeted double-digit gains in its international business. The Company also expects continued pressure on gross margins, in the range of 200 basis points for the fourth quarter, reflecting anticipated business mix changes and an estimated $3 million of costs associated with the implementation of definitive anti-dumping duties on European Union footwear sourced in China and Vietnam.

• Considering these factors, for the full year the Company now expects declines in comparable EPS performance in the 30% range. For the purpose of EPS comparisons, Timberland estimates that its 2005 EPS would have been approximately $2.35 after excluding restructuring and related costs and including costs related to stock options and its employee stock purchase plan.

• Timberland anticipates continued pressure on operating profit through the first half of 2007. While investing to drive growth across casual, outdoor and industrial categories, it expects continued pressure on boots and kids’ sales, which will likely constrain overall first-half revenue growth to the low-single digit range. The Company also anticipates continued pressure on gross margins reflecting impacts from the implementation of the definitive European Union anti-dumping duties, which will add approximately $5 million to first-half costs, as well as effects from rising material costs and wage pressures in Asia.

• The Company intends to leverage its strategic actions to drive positive revenue and earnings gains in the second half of 2007, but its preliminary outlook is that first-half profit pressures will likely limit full-year 2007 earnings per share to prior-year levels.

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Jeffrey B. Swartz, Timberland’s President and Chief Executive Officer, stated, "We are pleased with our progress in strengthening Timberland’s foundation for growth. We are driving continued progress against our strategies to expand Timberland’s business portfolio with casual, outdoor and industrial consumers, and to strengthen our foundation for long-term growth in the U.S. urban business. We also continue to expand our presence globally, with international sales approaching nearly 50% of Timberland’s overall business. This progress reflects our intense focus on discrete consumer segmentation and leverage of the innovation capability which is at the core of Timberland’s products, heritage and long-term success. While we anticipate continued near-term pressures on our financial results, the strategies we are advancing are gaining traction and positioning us to capture the significant potential we see for our brand and enterprise.”

Note that comments made by the Company and Mr. Swartz are Timberland’s performance targets, based on current expectations. These comments are forward-looking, and actual results may differ materially.

As previously announced, Timberland will be hosting a conference call to discuss third-quarter results today at 8:25 AM Eastern Time. Interested parties may listen to this call through the investor relations section of the Company’s website, www.timberland.com, or by calling 617-614-3525 and providing access code number 86553311. Replays of this conference call will be available through the investor relations section of the Company’s website.

Timberland (NYSE: TBL) is a global leader in the design, engineering and marketing of premium-quality footwear, apparel and accessories for consumers who value the outdoors and their time in it. Timberland markets products under the Timberland ^® , Timberland PRO ^® , SmartWool ^® , Timberland Boot Company™, Miôn™, and GoLite ^® brands, all of which offer quality workmanship and detailing and are built to withstand the elements of nature. The Company’s products can be found in leading department and specialty stores as well as Timberland ^® retail stores throughout North America, Europe, Asia, Latin America, South Africa and the Middle East. More information about Timberland is available in the Company’s reports filed with the Securities and Exchange Commission (SEC).

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This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which include statements regarding The Timberland Company’s future financial results, are subject to risks, uncertainties and assumptions and are not guarantees of future financial performance or expected benefits. These risks, uncertainties and assumptions could cause the results of The Timberland Company to be materially different from any future results or expected benefits expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to: (i) the Company’s ability to successfully market and sell its products in a highly competitive industry and in view of changing consumer trends, consumer acceptance of products and other factors affecting retail market conditions; (ii) the Company’s ability to profitably sell certain footwear products in European Member States in light of anti-dumping duties and measures imposed by the European Commission with respect to leather footwear imported from China and Vietnam; (iii) Timberland’s ability to procure a majority of its products from independent manufacturers; (iv) changes in foreign exchange rates; (v) Timberland’s ability to obtain adequate materials at competitive prices; and (vi) other factors, including those detailed from time to time in The Timberland Company’s filings made with the SEC. The Timberland Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

This press release also includes discussion of constant dollar revenue changes, diluted EPS excluding restructuring and related costs and diluted EPS excluding restructuring and related costs and including stock-based employee compensation costs, which are non-GAAP measures. As required by SEC rules, the Company has provided reconciliations of these measures on attached tables that follow its financial statements. Additional required information is located in the Form 8-K furnished to the SEC on October 27, 2006.

# # #

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THE TIMBERLAND COMPANY
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

	September 29,		September 30,		December 31,
	2006		2005		2005
Assets
Current assets
Cash and equivalents	$	61,850	$	117,634	$	213,163
Accounts receivable, net		330,384		298,172		168,831
Inventory, net		250,522		242,622		167,132
Prepaid expense		41,059		31,994		33,502
Deferred income taxes		18,416		23,524		26,934
Derivative assets		1,388		5,122		6,044
Total current assets		703,619		719,068		615,606
Property, plant and equipment, net		86,201		77,373		82,372
Deferred income taxes		8,261		—		—
Goodwill and intangible assets, net		82,130		18,742		80,412
Other assets, net		10,467		10,007		10,264
Total assets	$	890,678	$	825,190	$	788,654
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable	$	54,200	$	—	$	—
Accounts payable		127,440		125,670		97,294
Accrued expense and other current liabilities		122,649		103,693		101,842
Income taxes payable		34,087		47,844		44,210
Derivative liabilities		1,455		—		—
Total current liabilities		339,831		277,207		243,346
Deferred compensation and other long-term liabilities		13,486		15,274		16,046
Deferred income taxes		—		5,051		1,075
Stockholders’ equity		537,361		527,658		528,187
Total liabilities and stockholders’ equity	$	890,678	$	825,190	$	788,654

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THE TIMBERLAND COMPANY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)

	For the Three Months Ended						For the Nine Months Ended
	September 29,			September 30,			September 29,		September 30,
	2006			2005			2006		2005
Revenue	$	502,980		$	505,913		$	1,079,396	$	1,100,393
Cost of goods sold		266,324			258,555			563,816		547,894
Gross profit		236,656			247,358			515,580		552,499
Operating expense
Selling		123,660			111,259			324,014		297,236
General and administrative		32,300			28,462			88,568		77,304
Restructuring and related costs		(92	)		2,531			820		2,531
Total operating expense		155,868			142,252			413,402		377,071
Operating income		80,788			105,106			102,178		175,428
Other income/(expense)
Interest income/(expense), net		(308	)		570			1,463		2,734
Other, net		494			(900	)		2,087		238
Total other income/(expense)		186			(330	)		3,550		2,972
Income before provision for income taxes		80,974			104,776			105,728		178,400
Provision for income taxes		29,099			35,624			37,639		60,656
Net income	$	51,875		$	69,152		$	68,089	$	117,744
Earnings per share
Basic	$	.84		$	1.04		$	1.08	$	1.76
Diluted	$	.82		$	1.02		$	1.06	$	1.72
Weighted-average shares outstanding
Basic		62,120			66,175			62,910		66,892
Diluted		63,062			67,697			64,069		68,359

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THE TIMBERLAND COMPANY
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)

	For the Nine Months Ended
	September 29,			September 30,
	2006			2005
Cash flows from operating activities:
Net income	$	68,089		$	117,744
Adjustments to reconcile net income to net cash used by operating activities:
Deferred income taxes		(495	)		(3,488	)
Share-based compensation		16,417			3,791
Depreciation and other amortization		20,413			18,190
Tax benefit from share-based compensation, net of excess benefit		1,284			6,490
Other non-cash charges and credits, net		(1,969	)		1,966
Increase/(decrease) in cash from changes in working capital:
Accounts receivable		(155,614	)		(154,003	)
Inventory		(82,416	)		(116,360	)
Prepaid expense		(21,739	)		(5,881	)
Accounts payable		29,294			79,693
Accrued expense		35,759			(18,837	)
Income taxes payable		(10,204	)		13,157
Net cash used by operating activities		(101,181	)		(57,538	)
Cash flows from investing activities:
Additions to property, plant and equipment		(21,878	)		(15,704	)
Other		(4,241	)		147
Net cash used by investing activities		(26,119	)		(15,557	)
Cash flows from financing activities:
Common stock repurchases		(95,543	)		(128,906	)
Issuance of common stock		13,478			17,668
Net borrowing under short-term credit facilities		54,200			—
Excess tax benefit from share-based compensation		2,605			—
Net cash used by financing activities		(25,260	)		(111,238	)
Effect of exchange rate changes on cash and equivalents		1,247			(7,149	)
Net decrease in cash and equivalents		(151,313	)		(191,482	)
Cash and equivalents at beginning of period		213,163			309,116
Cash and equivalents at end of period	$	61,850		$	117,634

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THE TIMBERLAND COMPANY
UNAUDITED REVENUE ANALYSIS
(Amounts in Thousands)

	For the Three Months Ended									For the Nine Months Ended
	September 29,			September 30,						September 29,			September 30,
	2006			2005			Change			2006			2005			Change
Revenue by Segment:
U.S. Wholesale	$	202,110		$	220,694			-8.4	%	$	414,263		$	438,036			-5.4	%
U.S. Consumer Direct		45,858			46,595			-1.6	%		112,157			119,899			-6.5	%
Total U.S.		247,968			267,289			-7.2	%		526,420			557,935			-5.6	%
International	$	255,012		$	238,624			6.9	%	$	552,976		$	542,458			1.9	%
Revenue by Product:
Footwear	$	367,982		$	399,006			-7.8	%	$	772,694		$	842,638			-8.3	%
Apparel and Accessories		129,439			101,497			27.5	%		292,366			245,710			19.0	%
Royalty and Other		5,559			5,410			2.8	%		14,336			12,045			19.0	%
Revenue by Channel:
Wholesale	$	416,165		$	420,208			-1.0	%	$	851,799		$	864,620			-1.5	%
Consumer Direct		86,815			85,705			1.3	%		227,597			235,773			-3.5	%
Comparable Store Sales:
Domestic Retail		-4.5	%		-7.1	%					-7.7	%		-1.4	%
Global Retail		-4.1	%		-3.2	%					-6.7	%		0.7	%

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THE TIMBERLAND COMPANY
UNAUDITED RECONCILIATION OF TOTAL AND INTERNATIONAL REVENUE CHANGES
TO CONSTANT DOLLAR REVENUE CHANGES
(Amounts in Millions)

Total Company Revenue Reconciliation:

	For the Three Months Ended						For the Nine Months Ended
	September 29, 2006						September 29, 2006
	$Change			% Change			$Change			% Change
Revenue (decrease) (GAAP)	$	(2.9	)		-0.6	%	$	(21.0	)		-1.9	%
Increase/(decrease) due to foreign exchange rate changes		7.9			1.5	%		(6.3	)		-0.6	%
Revenue (decrease) in constant dollars	$	(10.8	)		-2.1	%	$	(14.7	)		-1.3	%

International Revenue Reconciliation:

	For the Three Months Ended					For the Nine Months Ended
	September 29, 2006					September 29, 2006
	$Change		% Change			$Change			% Change
Revenue increase (GAAP)	$	16.4		6.9	%	$	10.5			1.9	%
Increase/(decrease) due to foreign exchange rate changes		7.9		3.3	%		(6.3	)		-1.2	%
Revenue increase in constant dollars	$	8.5		3.6	%	$	16.8			3.1	%

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THE TIMBERLAND COMPANY
UNAUDITED RECONCILIATION OF DILUTED EPS TO
DILUTED EPS EXCLUDING RESTRUCTURING AND RELATED COSTS
AND INCLUDING SHARE-BASED EMPLOYEE COMPENSATION COSTS
RELATED TO STOCK OPTION AND EMPLOYEE STOCK PURCHASE PLANS

	For the Three Months			For the Twelve Months
	Ended September 30, 2005			Ended December 31, 2005
Diluted EPS (GAAP)	$	1.02		$	2.43
Per share impact of restructuring and related costs		.02			.04
Diluted EPS excluding restructuring and related costs		1.04			2.47
Per share impact of share-based employee compensation costs related to stock option and employee stock purchase plans		(.03	)		(.12	)
Diluted EPS excluding restructuring and related costs and including share-based employee compensation costs related to stock option and employee stock purchase plans	$	1.01		$	2.35

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