##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended September 30, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission
File Number 1-9548
 The Timberland Company
  Delaware
    
    02-0312554(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)200 Domain Drive, Stratham, New Hampshire
    
    03885(Address of Principal Executive Offices)
    
    (Zip Code)
 (603) 772-9500
  þ o
  þ o
  o þ




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##### Table of Contents



THE TIMBERLAND COMPANY
 FORM 10-Q
 TABLE OF CONTENTS
 Page(s)Part I Financial Information (unaudited)Item 1. Financial StatementsUnaudited Condensed Consolidated Balance Sheets  September 30, 2005, October 1, 2004 and December 31, 2004
    
    
    3Unaudited Condensed Consolidated Statements of Income  For the Three and Nine Months Ended September 30, 2005 and October 1, 2004
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows  For the Nine Months Ended September 30, 2005 and October 1, 2004
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6-12Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13-23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    24Part II Other InformationItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 6. Exhibits
    
    
    26Signatures
    
    
    27Exhibit Index
    
    
    28EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO




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##### Table of Contents



PART I FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 THE TIMBERLAND COMPANY
 
 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
  September 30,
    
    October 1,
    
    December 31,2005
    
    2004
    
    2004AssetsCurrent assetsCash and equivalents
    
    $
    117,634
    
    
    $
    119,779
    
    
    $
    309,116Accounts receivable, net of allowance for doubtful accounts of $10,243
at September 30, 2005, $9,276 at October 1, 2004 and $8,927 at December
31, 2004
    
    
    298,172
    
    
    
    279,182
    
    
    
    155,024Inventory
    
    
    242,622
    
    
    
    182,979
    
    
    
    128,311Prepaid expense
    
    
    31,994
    
    
    
    21,335
    
    
    
    27,659Deferred income taxes
    
    
    23,524
    
    
    
    22,400
    
    
    
    28,937Derivative assets
    
    
    5,122
    
    
    
    
    
    
    
    Total current assets
    
    
    719,068
    
    
    
    625,675
    
    
    
    649,047Property, plant and equipment, net
    
    
    77,373
    
    
    
    75,812
    
    
    
    78,979Goodwill
    
    
    14,163
    
    
    
    14,163
    
    
    
    14,163Intangible assets
    
    
    4,579
    
    
    
    3,991
    
    
    
    5,381Other assets, net
    
    
    10,007
    
    
    
    9,496
    
    
    
    9,940Total assets
    
    $
    825,190
    
    
    $
    729,137
    
    
    $
    757,510Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    125,670
    
    
    $
    54,379
    
    
    $
    52,370Accrued expensePayroll and related
    
    
    39,520
    
    
    
    42,996
    
    
    
    55,459Other
    
    
    64,173
    
    
    
    67,970
    
    
    
    68,579Income taxes payable
    
    
    47,844
    
    
    
    39,976
    
    
    
    34,737Derivative liabilities
    
    
    
    
    
    
    4,264
    
    
    
    15,047Total current liabilities
    
    
    277,207
    
    
    
    209,585
    
    
    
    226,192Deferred compensation and other liabilities
    
    
    15,274
    
    
    
    11,081
    
    
    
    12,543Deferred income taxes
    
    
    5,051
    
    
    
    8,086
    
    
    
    7,268Stockholders equityPreferred Stock, $.01 par value; 2,000,000 shares authorized; none issued
    
    
    
    
    
    
    
    
    
    
    Class A Common Stock, $.01 par value (1 vote per share); 120,000,000
shares authorized; 71,688,107 shares issued at September 30, 2005,
89,862,212 shares issued at October 1, 2004 and 90,718,018 shares issued
at December 31, 2004
    
    
    717
    
    
    
    899
    
    
    
    907Class B Common Stock, $.01 par value (10 votes per share); convertible
into Class A shares on a one-for-one basis; 20,000,000 shares
authorized; 11,743,660 shares issued and outstanding at September 30,
2005, October 1, 2004 and December 31, 2004
    
    
    117
    
    
    
    117
    
    
    
    117Additional paid-in capital
    
    
    211,603
    
    
    
    214,180
    
    
    
    238,829Deferred compensation
    
    
    (30,498
    )
    
    
    (17,297
    )
    
    
    (22,584
    )Retained earnings
    
    
    692,124
    
    
    
    830,849
    
    
    
    875,887Accumulated other comprehensive income
    
    
    10,203
    
    
    
    7,454
    
    
    
    10,228Treasury Stock at cost; 17,330,185 Class A shares at September 30, 2005,
32,335,736 Class A shares at October 1, 2004 and 34,098,914 Class A
shares at December 31, 2004
    
    
    (356,608
    )
    
    
    (535,817
    )
    
    
    (591,877
    )Total stockholders equity
    
    
    527,658
    
    
    
    500,385
    
    
    
    511,507Total liabilities and stockholders equity
    
    $
    825,190
    
    
    $
    729,137
    
    
    $
    757,510
 Shares have been restated to reflect the 2-for-1 stock split in May 2005.
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




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THE TIMBERLAND COMPANY
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
  For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    October 1,
    
    September 30,
    
    October 1,2005
    
    2004
    
    2005
    
    2004Revenue
    
    $
    505,913
    
    
    $
    493,933
    
    
    $
    1,100,393
    
    
    $
    1,045,920Cost of goods sold
    
    
    258,555
    
    
    
    250,161
    
    
    
    547,894
    
    
    
    521,200Gross profit
    
    
    247,358
    
    
    
    243,772
    
    
    
    552,499
    
    
    
    524,720Operating expenseSelling
    
    
    111,259
    
    
    
    110,761
    
    
    
    297,236
    
    
    
    287,429General and administrative
    
    
    28,462
    
    
    
    26,994
    
    
    
    77,304
    
    
    
    71,436Restructuring and related costs
    
    
    2,531
    
    
    
    
    
    
    
    2,531
    
    
    
    Total operating expense
    
    
    142,252
    
    
    
    137,755
    
    
    
    377,071
    
    
    
    358,865Operating income
    
    
    105,106
    
    
    
    106,017
    
    
    
    175,428
    
    
    
    165,855Other income/(expense)Interest income, net
    
    
    570
    
    
    
    196
    
    
    
    2,734
    
    
    
    636Other, net
    
    
    (900
    )
    
    
    205
    
    
    
    238
    
    
    
    411Total other income/(expense)
    
    
    (330
    )
    
    
    401
    
    
    
    2,972
    
    
    
    1,047Income before provision for income taxes
    
    
    104,776
    
    
    
    106,418
    
    
    
    178,400
    
    
    
    166,902Provision for income taxes
    
    
    35,624
    
    
    
    37,778
    
    
    
    60,656
    
    
    
    59,250Net income
    
    $
    69,152
    
    
    $
    68,640
    
    
    $
    117,744
    
    
    $
    107,652Earnings per shareBasic
    
    $
    1.04
    
    
    $
    .98
    
    
    $
    1.76
    
    
    $
    1.54Diluted
    
    $
    1.02
    
    
    $
    .96
    
    
    $
    1.72
    
    
    $
    1.50Weighted-average shares outstandingBasic
    
    
    66,175
    
    
    
    69,924
    
    
    
    66,892
    
    
    
    69,970Diluted
    
    
    67,697
    
    
    
    71,423
    
    
    
    68,359
    
    
    
    71,735
 Earnings per share and weighted-average shares have been restated to reflect the 2-for-1 stock split in May 2005.
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




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THE TIMBERLAND COMPANY
 
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Nine Months EndedSeptember 30,
    
    October 1,2005
    
    2004Cash flows from operating activities:Net income
    
    $
    117,744
    
    
    $
    107,652Adjustments to reconcile net income to net cash used by operating activities:Deferred income taxes
    
    
    (3,488
    )
    
    
    1,323Amortization of deferred compensation
    
    
    3,791
    
    
    
    2,357Depreciation and other amortization
    
    
    18,190
    
    
    
    16,585Loss on disposal of property, plant and equipment
    
    
    212
    
    
    
    86Tax benefit from stock option plans
    
    
    6,490
    
    
    
    11,579Increase/(decrease) in cash from changes in working capital:Accounts receivable
    
    
    (154,003
    )
    
    
    (154,386
    )Inventory
    
    
    (116,360
    )
    
    
    (63,469
    )Prepaid expense
    
    
    (5,881
    )
    
    
    4,471Accounts payable
    
    
    79,693
    
    
    
    16,733Accrued expense
    
    
    (18,837
    )
    
    
    (4,354
    )Income taxes payable
    
    
    13,157
    
    
    
    12,523Other liabilities
    
    
    1,754
    
    
    
    Net cash used by operating activities
    
    
    (57,538
    )
    
    
    (48,900
    )Cash flows from investing activities:Additions to property, plant and equipment
    
    
    (15,704
    )
    
    
    (15,577
    )Other, net
    
    
    147
    
    
    
    (1,561
    )Net cash used by investing activities
    
    
    (15,557
    )
    
    
    (17,138
    )Cash flows from financing activities:Common stock repurchases
    
    
    (128,906
    )
    
    
    (74,985
    )Issuance of common stock
    
    
    17,668
    
    
    
    19,172Net cash used by financing activities
    
    
    (111,238
    )
    
    
    (55,813
    )Effect of exchange rate changes on cash and equivalents
    
    
    (7,149
    )
    
    
    (173
    )Net decrease in cash and equivalents
    
    
    (191,482
    )
    
    
    (122,024
    )Cash and equivalents at beginning of period
    
    
    309,116
    
    
    
    241,803Cash and equivalents at end of period
    
    $
    117,634
    
    
    $
    119,779Supplemental disclosures of cash flow information:Interest paid
    
    $
    290
    
    
    $
    356Income taxes paid
    
    $
    43,987
    
    
    $
    33,853
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.




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##### Table of Contents



THE TIMBERLAND COMPANY
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Note 1. Summary of Significant Accounting Policies
     Note 2. Historical Financial Results
  Note 3. Stock Split




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Note 4. Stock-Based Compensation
   For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income as reported
    
    $
    69,152
    
    
    $
    68,640
    
    
    $
    117,744
    
    
    $
    107,652Add: Stock-based employee
compensation expense included in
reported net income, net of related
tax effect
    
    
    1,629
    
    
    
    557
    
    
    
    2,502
    
    
    
    1,520Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all
awards, net of related tax effect
    
    
    3,822
    
    
    
    2,543
    
    
    
    8,585
    
    
    
    7,734Pro forma net income
    
    $
    66,959
    
    
    $
    66,654
    
    
    $
    111,661
    
    
    $
    101,438Basic earnings per share, as reported
    
    $
    1.04
    
    
    $
    .98
    
    
    $
    1.76
    
    
    $
    1.54Pro forma basic earnings per share
    
    $
    1.01
    
    
    $
    .95
    
    
    $
    1.67
    
    
    $
    1.45Diluted earnings per share, as reported
    
    $
    1.02
    
    
    $
    .96
    
    
    $
    1.72
    
    
    $
    1.50Pro forma diluted earnings per share
    
    $
    .99
    
    
    $
    .93
    
    
    $
    1.63
    
    
    $
    1.41
  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2005
    
    
    2004
    
    
    2005
    
    
    2004Expected volatility
    
    
    28.3
    %
    
    
    34.0
    %
    
    
    29.6
    %
    
    
    36.4
    %Risk-free interest rate
    
    
    4.0
    %
    
    
    2.8
    %
    
    
    3.6
    %
    
    
    1.8
    %Expected lives (years)
    
    
    4.1
    
    
    
    5.3
    
    
    
    5.1
    
    
    
    4.7Dividend payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  Note 5. Earnings Per Share




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Note 6. Goodwill and Other Intangible Assets
   September 30, 2005
    
    
    October 1, 2004
    
    
    December 31, 2004Carrying
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net$9,799
    

    $(5,220)
    
    

    $4,579
    
    

    $8,595
    
    

    $(4,604)
    
    

    $3,991
    
    

    $10,579
    
    

    $(5,198)
    
    

    $5,381
  2005
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009$1,782
    

    $1,534
    
    

    $1,204
    
    

    $900
    
    

    $479
  Note 7. Derivatives




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Note 8. Comprehensive Income
  For the Three Months Ended
    
    
    For the Nine Months EndedSeptember
    
    
    October 1,
    
    
    September
    
    
    October 1,30, 2005
    
    
    2004
    
    

30, 2005
    
    
    2004Net income
    
    $
    69,152
    
    
    $
    68,640
    
    
    $
    117,744
    
    
    $
    107,652Change in cumulative translation adjustment
    
    
    (699
    )
    
    
    (99
    )
    
    
    (14,068
    )
    
    
    (1,045
    )Change in fair value of derivative
financial instruments, net of taxes
    
    
    (1,176
    )
    
    
    3,019
    
    
    
    14,045
    
    
    
    7,193Comprehensive income
    
    $
    67,277
    
    
    $
    71,560
    
    
    $
    117,721
    
    
    $
    113,800
  Note 9. Business Segments and Geographic Information




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For the Three Months Ended September 30, 2005 and October 1, 2004
 U.S.U.S.
    
    
    Consumer
    
    
    
    
    
    
    UnallocatedWholesale
    
    
    Direct
    
    
    International
    
    
    Corporate
    
    
    Consolidated2005Revenue
    
    $
    220,694
    
    
    $
    46,595
    
    
    $
    238,624
    
    
    $
    
    
    
    $
    505,913Operating income/(loss)
    
    
    78,364
    
    
    
    5,512
    
    
    
    76,643
    
    
    
    (55,413
    )
    
    
    105,106Income/(loss) before income taxes
    
    
    78,364
    
    
    
    5,512
    
    
    
    76,643
    
    
    
    (55,743
    )
    
    
    104,776Total assets
    
    
    291,324
    
    
    
    34,424
    
    
    
    369,029
    
    
    
    130,413
    
    
    
    825,190Goodwill
    
    
    6,804
    
    
    
    794
    
    
    
    6,565
    
    
    
    
    
    
    
    14,1632004Revenue
    
    $
    234,287
    
    
    $
    50,456
    
    
    $
    209,190
    
    
    $
    
    
    
    $
    493,933Operating income/(loss)
    
    
    84,893
    
    
    
    6,728
    
    
    
    60,547
    
    
    
    (46,151
    )
    
    
    106,017Income/(loss) before income taxes
    
    
    84,893
    
    
    
    6,728
    
    
    
    60,547
    
    
    
    (45,750
    )
    
    
    106,418Total assets
    
    
    242,190
    
    
    
    34,128
    
    
    
    292,360
    
    
    
    160,459
    
    
    
    729,137Goodwill
    
    
    6,804
    
    
    
    794
    
    
    
    6,565
    
    
    
    
    
    
    
    14,163
 For the Nine Months Ended September 30, 2005 and October 1, 2004
 U.S.U.S.
    
    
    Consumer
    
    
    
    
    
    
    UnallocatedWholesale
    
    
    Direct
    
    
    International
    
    
    Corporate
    
    
    Consolidated2005Revenue
    
    $
    438,036
    
    
    $
    119,899
    
    
    $
    542,458
    
    
    $
    
    
    
    $
    1,100,393Operating income/(loss)
    
    
    143,748
    
    
    
    12,746
    
    
    
    140,939
    
    
    
    (122,005
    )
    
    
    175,428Income/(loss) before income taxes
    
    
    143,748
    
    
    
    12,746
    
    
    
    140,939
    
    
    
    (119,033
    )
    
    
    178,4002004Revenue
    
    $
    450,067
    
    
    $
    122,823
    
    
    $
    473,030
    
    
    $
    
    
    
    $
    1,045,920Operating income/(loss)
    
    
    154,057
    
    
    
    12,679
    
    
    
    108,417
    
    
    
    (109,298
    )
    
    
    165,855Income/(loss) before income taxes
    
    
    154,057
    
    
    
    12,679
    
    
    
    108,417
    
    
    
    (108,251
    )
    
    
    166,902




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Note 10. Inventory
  September 30,
    
    October 1,
    
    December 31,2005
    
    2004
    
    2004Materials
    
    $
    3,792
    
    
    $
    4,093
    
    
    $
    3,752Work-in-process
    
    
    2,068
    
    
    
    1,875
    
    
    
    1,364Finished goods
    
    
    236,762
    
    
    
    177,011
    
    
    
    123,195Total
    
    $
    242,622
    
    
    $
    182,979
    
    
    $
    128,311
  Note 11. Restricted Stock Awards and Other
   Note 12. Restructuring and Related Costs
   RestructuringLiabilities atTotal
    
    Cash
    
    September 30,Charges(1)
    
    Payments
    
    2005Severance and employment related charges
    
    $
    2,283
    
    
    $
    61
    
    
    $
    2,222Other charges
    
    
    33
    
    
    
    9
    
    
    
    24TotalTotal
    
    $
    2,316
    
    
    $
    70
    
    
    $
    2,246Total
 
 (1)
    
    Total charges do not include $215 of accelerated depreciation
resulting from the change in estimated useful lives of assets related to the
planned closing of our manufacturing facility in Puerto Rico.




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Note 13. Income Taxes
  Note 14. Share Repurchase
  Note 15. Litigation
  Note 16. Subsequent Event




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Critical Accounting Policies
  Recent
Developments
  Overview
 â
   
    
    Revenues increased 2.4% over record prior year results to $506 million.
    
    Operating profit decreased $0.9 million to $105.1 million, including impacts from $2.5
million of restructuring and related costs related to the consolidation of our Caribbean
manufacturing operations.
    
    Operating margin decreased 70 basis points to 20.8%; 50 basis points of the decline
resulted from the restructuring
and related costs.




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##### Table of Contents




    
    Gross margin declined 50 basis points driven by U.S. product mix impacts, higher levels
of sales allowances, and moderately higher product costs.
    
    Operating expense as a percentage of sales increased 20 basis points after restructuring
and related costs, but declined 30 basis points before restructuring and related costs,
reflecting cost control measures and timing of second half marketing expenditures.
    
    Net income increased $0.5 million to $69.2 million.
    
    Diluted EPS increased 6.3% from $0.96 to $1.02. Excluding restructuring and related
costs, diluted EPS was $1.05, up 9.4%.
    
    Cash at the end of the quarter was $117.6 million with no debt outstanding.
 Results of Operations for the Three Months Ended September 30, 2005 and October 1, 2004
 Revenue
  Segments Review
  â




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##### Table of Contents



Products
 â
  Channels
  Gross Profit
   Operating Expense




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##### Table of Contents



Operating Income
      Other Income and Taxes




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##### Table of Contents



Results of Operations for the Nine Months Ended September 30, 2005 and October 1, 2004
 Revenue
  Segments Review
 â
     Products
 â
  Channels




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##### Table of Contents



Gross Profit
   Operating Expense
       Operating Income




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Other Income and Taxes
    Reconciliation of Total and International Revenue Increases To Constant Dollar Revenue
Increases
 Total Company Revenue Reconciliation:
 For the Three Months
    
    For the Nine MonthsEnded September 30, 2005
    
    Ended September 30, 2005$ Millions
    
    
    
    
    
    $ MillionsChange
    
    % Change
    
    Change
    
    % ChangeRevenue increase (GAAP)
    
    $
    12.0
    
    
    
    2.4
    %
    
    $
    54.5
    
    
    
    5.2
    %(Decrease)/increase due to foreign exchange rate changes
    
    
    (0.3
    )
    
    
    (0.1
    %)
    
    
    10.8
    
    
    
    1.0
    %Revenue increase in constant dollars
    
    $
    12.3
    
    
    
    2.5
    %
    
    $
    43.7
    
    
    
    4.2
    %
 International Revenue Reconciliation:
 For the Three Months
    
    For the Nine MonthsEnded September 30, 2005
    
    Ended September 30, 2005$ Millions
    
    
    
    
    
    $ MillionsChange
    
    % Change
    
    Change
    
    % ChangeRevenue increase (GAAP)
    
    $
    29.4
    
    
    
    14.1
    %
    
    $
    69.4
    
    
    
    14.7
    %(Decrease)/increase due to foreign exchange rate changes
    
    
    (0.3
    )
    
    
    (0.1
    %)
    
    
    10.8
    
    
    
    2.3
    %Revenue increase in constant dollars
    
    $
    29.7
    
    
    
    14.2
    %
    
    $
    58.6
    
    
    
    12.4
    %




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##### Table of Contents



Reconciliation of Diluted EPS to Diluted EPS Excluding Restructuring and Related Costs
 For the Three Months
    
    For the Nine MonthsEnded September 30, 2005
    
    Ended September 30, 2005Diluted EPS (GAAP)
    

    $1.02
    
    

    $1.72Per share impact of restructuring and related costs
    
    (0.03)
    
    

    (0.03)Diluted EPS excluding restructuring and related costs
    

    $1.05
    
    

    $1.75
  Accounts Receivable and Inventory
   Liquidity and Capital Resources




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Off Balance Sheet Arrangements
  
 Total AmountsSeptember 30, 2005
    
    CommittedLines of credit
    
    $
    Letters of credit
    
    
    14.0Hedging contracts
    
    
    210.8Total
    
    $
    224.8




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##### Table of Contents



New Accounting Pronouncements
 Share-Based Payment




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##### Table of Contents



Forward-looking Information
  
    
    Our ability to successfully market and sell our products in a highly competitive
industry and in view of changing consumer trends, consumer acceptance of products, and
other factors affecting retail market conditions, including the current U.S. economic
environment and the global economic and political uncertainties resulting from the
continuing war on terrorism;
    
    Our ability to adapt to potential changes in duty structures in countries of import and
export including anti-dumping measures being considered by the European Union with respect
to leather footwear imported from China and Vietnam and safety footwear imported from China
and India;
    
    Our ability to locate and retain independent manufacturers to produce lower cost,
high-quality products with rapid turnaround times;
    
    Our ability to manage our foreign exchange rate risks;
    
    Our reliance on a limited number of key suppliers;
    
    Our ability to obtain adequate materials at competitive prices;
    
    Our ability to successfully invest in our infrastructure and product based upon advance sales forecasts;
    
    Our ability to recover our investment in, and expenditures of, our retail organization
through adequate sales at such retail locations; and
    
    Our ability to respond to actions of our competitors, some of whom have substantially
greater resources than ours.




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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     
 Item 4. CONTROLS AND PROCEDURES




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##### Table of Contents



Part II OTHER INFORMATION
 
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 ISSUER PURCHASES OF EQUITY SECURITIES(1)
 For the Three Fiscal Months Ended September 30, 2005
 Total Number
    
    
    Maximum Numberof Shares
    
    
    of SharesPurchased as Part
    
    
    That May YetTotal Number
    
    
    
    
    
    
    of Publicly
    
    
    be Purchasedof Shares
    
    
    Average Price
    
    
    Announced
    
    
    Under the PlansPeriod*
    
    Purchased **
    
    
    Paid per Share
    
    
    Plans or Programs
    
    
    or ProgramsJuly 2  July 29
    
    
    164,288
    
    
    $
    37.59
    
    
    
    164,288
    
    
    
    2,418,777July 30  August 26
    
    
    541,848
    
    
    
    33.93
    
    
    
    541,848
    
    
    
    3,876,929August 27  September 30
    
    
    775,543
    
    
    
    33.26
    
    
    
    775,543
    
    
    
    3,101,386Q3 Total
    
    
    1,481,679
    
    
    $
    33.98
    
    
    
    1,481,679
 Footnote (1)
 ApprovedAnnouncement
    
    
    Program
    
    
    ExpirationDate
    
    
    Size (Shares)
    
    
    DateProgram 1
    

    10/16/2003
    
    
    8,000,000
    
    
    NoneProgram 2
    

    10/27/2005
    
    

    2,000,000
    
    
    None
   
 *
    
    Fiscal month**
    
    Based on trade date  not settlement date




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##### Table of Contents



Item 6. EXHIBITS
 (a)
 Exhibit 31.1 
    
    Principal Executive Officer Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith.Exhibit 31.2 
    
    Principal Financial Officer Certification Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, filed herewith.Exhibit 32.1 
    
    Chief Executive Officer 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, furnished herewith.Exhibit 32.2 
    
    Chief Financial Officer 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, furnished herewith.




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##### Table of Contents



SIGNATURES
  THE TIMBERLAND COMPANY
(Registrant)By:
    
    /S/ BRIAN P. MCKEONDate: November 9, 2005
    
    
    
    Brian P. McKeonExecutive Vice President-Finance and Administration, ChiefFinancial OfficerBy:
    
    /S/ JOHN CRIMMINSDate: November 9, 2005
    
    
    
    John CrimminsVice President, Corporate Controller and Chief Accounting Officer




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    DescriptionExhibit 31.1
    

Principal Executive Officer Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, filed herewith.Exhibit 31.2
    
Principal Financial Officer Certification Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, filed herewith.Exhibit 32.1
    
Chief Executive Officer 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,
furnished herewith.Exhibit 32.2
    
Chief Financial Officer 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,
furnished herewith.