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):  August 2, 2007

THE TIMBERLAND COMPANY

(Exact name of Registrant as Specified in Charter)

DELAWARE
(State or Other Jurisdiction
of Incorporation) 1-9548
(Commission File
Number) 02-0312554
(I.R.S. Employer
Identification No.)

200 Domain Drive, Stratham, NH
(Address of Principal Executive Offices) 03885
(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

	Item 2.02.     Results of Operations and Financial Condition.
	Item 9.01.     Financial Statements and Exhibits.
SIGNATURES
	Exhibit Index
Ex-99.1 Press Release dated August 2, 2007

Item 2.02.     Results of Operations and Financial Condition.

     On August 2, 2007, the Company issued a press release setting forth the Company’s second-quarter 2007 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 operating loss, net loss and diluted earnings per share excluding restructuring and related costs, which are non-GAAP measures, and a reconciliation of each to a GAAP measure. We provide constant dollar revenue changes because we use the measure to understand revenue changes excluding the impact of items which are not under management’s direct control, such as changes in foreign exchange rates. We provide operating loss, net loss and diluted earnings per share excluding restructuring and related costs because we use the measures to analyze the earnings of the Company. Management believes these measures are more reflective of the earnings levels from ongoing business activities.

Item 9.01.     Financial Statements and Exhibits.

     (d)     Exhibits.

99.1 Press Release of The Timberland Company dated August 2, 2007 setting forth the Company’s second-quarter 2007 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: August 2, 2007	By:	/s/ John Crimmins
		Name:	John Crimmins
		Title:	Acting Chief Financial Officer, Vice President, Corporate Controller and Chief Accounting Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press Release of The Timberland Company dated August 2, 2007 setting forth the Company’s second-quarter 2007 results.

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EX-99.1

Exhibit 99.1

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

TIMBERLAND REPORTS SECOND-QUARTER RESULTS

STRATHAM, NH, August 2, 2007 — The Timberland Company (NYSE: TBL) today reported a second-quarter net loss of $19.2 million and a loss per share (EPS) of ($0.31). These results compare to a second-quarter 2006 net loss of $16.6 million, and EPS of ($0.26). Second-quarter net loss was $18.6 million and EPS was ($0.30) when adjusted to exclude restructuring costs principally related to globally restructuring its organization around key consumer groups.

• Second quarter revenue of $224.1 million was down 1.1% compared to the prior year as gains in the casual footwear business and in Timberland PRO^® series were offset by anticipated declines in the boots and kids’ businesses as well as declines in the apparel business. Foreign exchange rate changes increased second quarter revenues by $4.3 million, or 1.9%.

• International revenue grew 7.5%, or 3.4% on a constant dollar basis, supported by growth in the casual footwear and outdoor businesses which offset declines in the apparel business. U.S. revenues decreased 8.5%, due to the anticipated declines in boots and kids’ sales as well as declines in the apparel business which offset strong growth in Timberland PRO^® series footwear and gains in SmartWool^® brand apparel and accessories.

• Second-quarter results reflected global gains in the casual footwear, SmartWool^® and Timberland PRO^® series businesses. Global footwear revenues of $154.5 million were up 2.5% compared to the prior year period as strong gains in casual footwear and in Timberland PRO^® series offset anticipated declines in boots and kids’, which were impacted in part by proactive steps to maintain a premium brand positioning through the Company’s strategy to restrict sales of the iconic boot product. Apparel and accessories revenue decreased 7.0% to $66.5 million driven by declines in Timberland^® apparel, which were partially offset by strong growth in SmartWool.

• Global wholesale revenue decreased by 3.3% to $150.9 million. Worldwide consumer direct revenue increased 3.8% to $73.2 million reflecting strong sales in Asia and gains in foreign currency. Overall, global comparable store sales declined 6.2% reflecting decreases in the U.S., Europe and Asia.

• The operating loss for the quarter was $31.5 million, compared to a loss of $20.2 million in the prior year period. The operating loss excluding the above noted restructuring costs was $30.5 million. These results were consistent with the Company’s performance expectations, reflecting anticipated gross profit pressures from higher levels of off-price sales and markdowns as well as increased product costs, including approximately $1 million related to the final implementation of European Union duties. For the quarter, foreign exchange rate changes reduced the operating loss by approximately $0.6 million.

• Timberland ended the quarter with $97.5 million in cash and no debt outstanding. In the second quarter, the Company was unable to enter into new share repurchase agreements as a result of the restatement process that it undertook in the first quarter of 2007. Timberland currently has 3.2 million shares remaining under existing share repurchase authorizations.

• The Company continues to expect significant sales declines in boots and kids’ sales in 2007, likely in the range of $100 million globally, which will offset strong gains in other parts of the portfolio, and believes that full year revenue will likely decline by low-single digits compared to the prior year. Lower boots and kids’ sales, higher levels of promotional activity, and increased product costs will place continued pressure on operating margins, with expectations for full-year declines in the range of 350 basis points compared to prior-year levels excluding restructuring costs.

• Timberland anticipates that these impacts will be greater in the third quarter, with relatively improved performance in the fourth quarter. For the third quarter, Timberland anticipates revenue declines in the mid to high single digit range compared to the prior year. For the fourth quarter, it is targeting relatively flat revenues and operating margin, due in part to benefits from cost savings actions implemented for the second half of the year.

Jeffrey B. Swartz, Timberland’s President and Chief Executive Officer, stated, “We are focused on continuing to put into action key components of our long-term strategy to build the Timberland^® brand and enterprise. Our product development efforts focused on key consumer segments are enabling us to create more relevant products that better reflect the needs of our key consumer groups. At the same time, we are working to drive better returns for our shareholders and improve the efficiency of our entire organization to deliver against our long-term objectives for strong revenue growth and a 15% operating margin.”

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.

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As previously announced, Timberland will be hosting a conference call to discuss second 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 617-614-3472 and providing access code number 93228986. 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™, Miōn^®, GoLite^® Howies^® and IPATH^® 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).

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 and operating loss, net loss and diluted EPS excluding restructuring and related 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 August 2, 2007.

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

	June 29,		December 31,		June 30, 2006
	2007		2006		(As Restated)
Assets
Current assets
Cash and equivalents	$	97,530	$	181,698	$	108,065
Accounts receivable, net		134,776		204,016		125,719
Inventory		215,881		186,765		210,963
Prepaid expense		53,205		42,130		46,128
Prepaid income taxes		28,015		12,353		51
Deferred income taxes		15,431		21,633		16,712
Derivative assets		153		176		186
Total current assets		554,991		648,771		507,824
Property, plant and equipment, net		91,961		94,640		83,225
Deferred income taxes		21,674		18,553		3,752
Goodwill and intangible assets, net		99,798		87,582		81,103
Other assets, net		12,816		10,831		11,926
Total assets	$	771,240	$	860,377	$	687,830
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	80,604	$	110,031	$	92,286
Accrued expense and other current liabilities		89,476		122,734		77,131
Income taxes payable		884		49,938		—
Derivative liabilities		2,890		2,925		5,000
Total current liabilities		173,854		285,628		174,417
Deferred compensation and other long-term liabilities		41,413		13,064		13,400
Stockholders’ equity		555,973		561,685		500,013
Total liabilities and stockholders’ equity	$	771,240	$	860,377	$	687,830

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

	For the Quarter Ended						For the Six Months Ended
				June 30, 2006						June 30, 2006
	June 29, 2007			(As Restated)			June 29, 2007			(As Restated)
Revenue	$	224,126		$	226,605		$	560,455		$	576,416
Cost of goods sold		124,959			123,854			299,709			299,735
Gross profit		99,167			102,751			260,746			276,681
Operating expense
Selling		99,547			95,119			209,630			199,868
General and administrative		30,091			27,376			61,442			56,010
Restructuring costs		988			431			7,514			912
Total operating expense		130,626			122,926			278,586			256,790
Operating income/(loss)		(31,459	)		(20,175	)		(17,840	)		19,891
Other income
Interest income, net		666			666			1,796			1,771
Other income/(expense), net		1,441			(6,382	)		818			(6,953	)
Total other income/(expense)		2,107			(5,716	)		2,614			(5,182	)
Income/(loss) before provision/(benefit) for income taxes		(29,352	)		(25,891	)		(15,226	)		14,709
Provision/(benefit) for income taxes		(10,126	)		(9,269	)		(5,253	)		5,266
Net income/(loss)	$	(19,226	)	$	(16,622	)	$	(9,973	)	$	9,443
Earnings/(loss) per share
Basic	$	(.31	)	$	(.26	)	$	(.16	)	$	.15
Diluted	$	(.31	)	$	(.26	)	$	(.16	)	$	.15
Weighted-average shares outstanding
Basic		61,473			63,035			61,288			63,308
Diluted		61,473			63,035			61,288			64,566

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

	For the Six Months Ended
				June 30,
				2006
	June 29, 2007			(As Restated)
Cash flows from operating activities:
Net income/(loss)	$	(9,973	)	$	9,443
Adjustments to reconcile net income/(loss) to net cash used by operating activities:
Deferred income taxes		3,080			8,515
Share-based compensation		4,458			10,154
Depreciation and other amortization		15,634			13,309
Tax benefit from share-based compensation, net of excess benefit		608			1,494
Unrealized (gain)/loss on derivatives		(12	)		10,858
Non-cash charges/(credits), net		(1,695	)		(2,269	)
Increase/(decrease) in cash from changes in working capital:
Accounts receivable		71,005			47,979
Inventory		(28,512	)		(42,415	)
Prepaid expense		(10,069	)		(11,328	)
Accounts payable		(29,520	)		(6,136	)
Accrued expense		(33,032	)		(27,749	)
Income taxes prepaid and payable, net		(39,389	)		(47,465	)
Net cash used by operating activities		(57,417	)		(35,610	)
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(12,813	)		(30	)
Additions to property, plant and equipment		(11,601	)		(12,613	)
Other		(1,303	)		(3,655	)
Net cash used by investing activities		(25,717	)		(16,298	)
Cash flows from financing activities:
Common stock repurchases		(13,527	)		(69,919	)
Issuance of common stock		11,693			12,128
Excess tax benefit from share-based compensation		1,071			2,305
Net cash used by financing activities		(763	)		(55,486	)
Effect of exchange rate changes on cash and equivalents		(271	)		2,296
Net decrease in cash and equivalents		(84,168	)		(105,098	)
Cash and equivalents at beginning of period		181,698			213,163
Cash and equivalents at end of period	$	97,530		$	108,065

THE TIMBERLAND COMPANY
UNAUDITED REVENUE ANALYSIS
(Amounts in Thousands)

	For the Quarter Ended									For the Six Months Ended
	June 29, 2007			June 30, 2006			Change			June 29, 2007			June 30, 2006			Change
Revenue by Segment:
U.S. Wholesale	$	78,541		$	88,216			-11.0	%	$	183,756		$	215,572			-14.8	%
U.S. Consumer Direct		32,557			33,239			-2.1	%		66,548			66,299			0.4	%
Total U.S.		111,098			121,455			-8.5	%		250,304			281,871			-11.2	%
International	$	113,028		$	105,150			7.5	%	$	310,151		$	294,545			5.3	%
Revenue by Product:
Footwear	$	154,511		$	150,764			2.5	%	$	390,148		$	404,712			-3.6	%
Apparel and Accessories		66,503			71,527			-7.0	%		161,909			162,927			-0.6	%
Royalty and Other		3,112			4,314			-27.9	%		8,398			8,777			-4.3	%
Revenue by Channel:
Wholesale	$	150,912		$	156,072			-3.3	%	$	409,949		$	435,634			-5.9	%
Consumer Direct		73,214			70,533			3.8	%		150,506			140,782			6.9	%
Comparable Store Sales:
Domestic Retail		-4.2	%		-6.6	%					-1.2	%		-9.8	%
Global Retail		-6.2	%		-5.6	%					-3.8	%		-8.2	%

THE TIMBERLAND COMPANY
UNAUDITED RECONCILIATION OF TOTAL AND INTERNATIONAL REVENUE
INCREASES/(DECREASES) TO CONSTANT DOLLAR REVENUE INCREASES/(DECREASES)
(Amounts in Thousands)

Total Company Revenue Reconciliation:

	For the Quarter Ended						For the Six Months Ended
	June 29, 2007						June 29, 2007
	$ Change			% Change			$ Change			% Change
Revenue decrease (GAAP)	$	(2,479	)		-1.1	%	$	(15,961	)		-2.8	%
Increase due to foreign exchange rate changes		4,329			1.9	%		16,119			2.8	%
Revenue decrease in constant dollars	$	(6,808	)		-3.0	%	$	(32,080	)		-5.6	%

International Revenue Reconciliation:

	For the Quarter Ended					For the Six Months Ended
	June 29, 2007					June 29, 2007
	$ Change		% Change			$ Change			% Change
Revenue increase (GAAP)	$	7,878		7.5	%	$	15,606			5.3	%
Increase due to foreign exchange rate changes		4,329		4.1	%		16,119			5.5	%
Revenue increase/(decrease) in constant dollars	$	3,549		3.4	%	$	(513	)		-0.2	%

THE TIMBERLAND COMPANY
UNAUDITED RECONCILIATION OF DILUTED EPS TO
DILUTED EPS EXCLUDING RESTRUCTURING AND RELATED COSTS

	For the Quarter			For the Quarter
	Ended June 29, 2007			Ended June 30, 2006
Diluted EPS (GAAP)	$	(.31	)	$	(.26	)
Per share impact of restructuring and related costs		.01			—
Diluted EPS excluding restructuring and related costs	$	(.30	)	$	(.26	)

UNAUDITED RECONCILIATION OF NET LOSS TO
NET LOSS EXCLUDING RESTRUCTURING AND RELATED COSTS
(Dollars in Thousands)

	For the Quarter			For the Quarter
	Ended June 29, 2007			Ended June 30, 2006
Net loss (GAAP)	$	(19,226	)	$	(16,622	)
Restructuring and related costs, net of tax		647			277
Net loss excluding restructuring and related costs	$	(18,579	)	$	(16,345	)

UNAUDITED RECONCILIATION OF OPERATING LOSS TO
OPERATING LOSS EXCLUDING RESTRUCTURING AND RELATED COSTS
(Dollars in Thousands)

	For the Quarter			For the Quarter
	Ended June 29, 2007			Ended June 30, 2006
Operating loss (GAAP)	$	(31,459	)	$	(20,175	)
Restructuring and related costs		988			431
Operating loss excluding restructuring and related costs	$	(30,471	)	$	(19,744	)