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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý                                                 | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended September 30, 2003
|OR                                               
|o                                                 | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission
file number1-9340

REEBOK INTERNATIONAL LTD.Incorporated pursuant to the Laws of The Commonwealth of Massachusetts

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Internal
Revenue ServiceEmployer Identification No.04-2678061

1895 J.W. Foster Boulevard, Canton, Massachusetts 02021
(781) 401-5000

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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 (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days. Yes ý    No 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

The
total number of shares of the Registrant's Common Stock, par value $.01 per share, outstanding on November 11, 2003 was 58,890,638.

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REEBOK INTERNATIONAL LTD.

INDEX



|PART I. FINANCIAL INFORMATION: |  |                                                                                                     
|------------------------------ |  | ----------------------------------------------------------------------------------------------------
|Item 1.                        |  | Financial Statements (Unaudited)                                                                    
|                               |  | Condensed Consolidated Balance Sheets
September 30, 2003 and 2002, and December 31, 2002           
|                               |  | Condensed Consolidated Statements of Income
Three and Nine Months Ended September 30, 2003 and 2002
|                               |  | Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2003 and 2002      
|                               |  | Notes to Condensed Consolidated Financial Statements                                                
|Item 2.                        |  | Management's Discussion and Analysis of Results of Operations and Financial Condition               
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                          
|Item 4.                        |  | Controls and Procedures                                                                             
|Part II. OTHER INFORMATION:    |  |                                                                                                     
|Item 1.                        |  | Legal Proceedings                                                                                   
|Item 2.                        |  | Changes in Securities and Use of Proceeds                                                           
|Item 3.                        |  | Defaults Upon Senior Securities                                                                     
|Item 4.                        |  | Submission of Matters to a Vote of Security Holders                                                 
|Item 5.                        |  | Other Information                                                                                   
|Item 6.                        |  | Exhibits and Current Reports on Form 8-K                                                            

2

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements.

Reebok International Ltd.        Condensed Consolidated Balance Sheets

|                                                                                                                                               |                                                                                                                                      | September 30,              |           |          |          
|---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | --------- | -------- | ---------
|
|
|
|
|Assets                                                                                                                                         |                                                                                                                                      |                            |           |          |          
|Current assets:                                                                                                                                |                                                                                                                                      |                            |           |          |          
|                                                                                                                                               | Cash and cash equivalents                                                                                                            |                            | $         | 452,240  |          
|                                                                                                                                               | Accounts receivable, net of allowance for doubtful accounts (September 2003, $70,477 September 2002, $57,969 December 2002, $60,906) |                            |           | 687,314  |          
|                                                                                                                                               | Inventory                                                                                                                            |                            |           | 410,955  |          
|                                                                                                                                               | Deferred income taxes                                                                                                                |                            |           | 118,943  |          
|                                                                                                                                               | Prepaid expenses and other current assets                                                                                            |                            |           | 49,499   |          
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|                                                                                                                                               |                                                                                                                                      | Total current assets       |           |          | 1,718,951
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|Property and equipment, net                                                                                                                    |                                                                                                                                      |                            | 142,175   |          |          
|Other non-current assets:                                                                                                                      |                                                                                                                                      |                            |           |          |          
|                                                                                                                                               | Goodwill, net                                                                                                                        |                            |           | 23,431   |          
|                                                                                                                                               | Intangibles, net of amortization                                                                                                     |                            |           | 43,474   |          
|                                                                                                                                               | Deferred income taxes                                                                                                                |                            |           | 15,598   |          
|                                                                                                                                               | Other                                                                                                                                |                            |           | 24,620   |          
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|                                                                                                                                               |                                                                                                                                      | Total Assets               |           | $        | 1,968,249
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|Liabilities and Stockholders' Equity                                                                                                           |                                                                                                                                      |                            |           |          |          
|Current liabilities:                                                                                                                           |                                                                                                                                      |                            |           |          |          
|                                                                                                                                               | Notes payable to banks                                                                                                               |                            | $         | 13,668   |          
|                                                                                                                                               | Current portion of long-term debt                                                                                                    |                            |           | 144      |          
|                                                                                                                                               | Accounts payable                                                                                                                     |                            |           | 148,879  |          
|                                                                                                                                               | Accrued expenses                                                                                                                     |                            |           | 357,301  |          
|                                                                                                                                               | Income taxes payable                                                                                                                 |                            |           | 55,752   |          
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|                                                                                                                                               |                                                                                                                                      | Total current liabilities  |           |          | 575,744  
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|Long-term debt, net of current portion                                                                                                         |                                                                                                                                      |                            | 353,064   |          |          
|Minority interest and other long-term liabilities                                                                                              |                                                                                                                                      |                            | 44,448    |          |          
|Commitments and contingencies                                                                                                                  |                                                                                                                                      |                            |           |          |          
|Stockholders' equity:                                                                                                                          |                                                                                                                                      |                            |           |          |          
|Common stock, par value $.01; authorized 250,000 shares; issued shares: September 2003, 100,071; September 2002, 98,870; December 2002, 99,235 |                                                                                                                                      |                            | 1,001     |          |          
|Retained earnings                                                                                                                              |                                                                                                                                      |                            | 1,740,074 |          |          
|                                                                                                                                               | Less shares in treasury at cost: September 2003, 40,997; September 2002, 39,011; December 2002, 39,011                               |                            |           | (722,045 | )        
|Unearned compensation                                                                                                                          |                                                                                                                                      |                            | (1,288    | )        |          
|Accumulated other comprehensive loss                                                                                                           |                                                                                                                                      |                            | (22,749   | )        |          
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|                                                                                                                                               |                                                                                                                                      | Total Stockholders' Equity |           |          | 994,993  
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          
|Total Liabilities and Stockholders' Equity                                                                                                     |                                                                                                                                      | $                          | 1,968,249 |          | $        
|                                                                                                                                               |                                                                                                                                      |                            |           |          |          

The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

3

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Reebok International Ltd.        Condensed Consolidated Statements of Income (Unaudited)

|                                                                                                      |                                              | Three Months Ended
September 30, |           | Nine Months Ended
September 30, |  
|----------------------------------------------------------------------------------------------------- | -------------------------------------------- | -------------------------------- | --------- | ------------------------------- | -
|
|
|Net sales                                                                                             |                                              | $                                | 1,040,845 |                                 | $
|Costs and expenses:                                                                                   |                                              |                                  |           |                                 |  
|                                                                                                      | Cost of sales                                |                                  |           | 629,110                         |  
|                                                                                                      | Selling, general and administrative expenses |                                  |           | 312,183                         |  
|                                                                                                      | Interest expense, net                        |                                  |           | 4,581                           |  
|                                                                                                      | Other expense, net                           |                                  |           | 7                               |  
|                                                                                                      |                                              |                                  |           |                                 |  
|                                                                                                      |                                              |                                  | 945,881   |                                 |  
|                                                                                                      |                                              |                                  |           |                                 |  
|Income before income taxes, minority interest and cumulative effect of change in accounting principle |                                              |                                  | 94,964    |                                 |  
|Income taxes                                                                                          |                                              |                                  | 29,838    |                                 |  
|                                                                                                      |                                              |                                  |           |                                 |  
|Income before minority interest and cumulative effect of change in accounting principle               |                                              |                                  | 65,126    |                                 |  
|Minority interest                                                                                     |                                              |                                  | 2,434     |                                 |  
|                                                                                                      |                                              |                                  |           |                                 |  
|Income before cumulative effect of change in accounting principle                                     |                                              |                                  | 62,692    |                                 |  
|Cumulative effect of change in accounting principle (net of taxes), Note 1                            |                                              |                                  |           |                                 |  
|                                                                                                      |                                              |                                  |           |                                 |  
|Net income                                                                                            |                                              | $                                | 62,692    |                                 | $
|                                                                                                      |                                              |                                  |           |                                 |  
|Basic earnings per share:                                                                             |                                              |                                  |           |                                 |  
|Before cumulative effect of change in accounting principle                                            |                                              | $                                | 1.06      |                                 | $
|Cumulative effect of change in accounting principle                                                   |                                              |                                  |           |                                 |  
|                                                                                                      |                                              |                                  |           |                                 |  
|                                                                                                      |                                              | $                                | 1.06      |                                 | $
|                                                                                                      |                                              |                                  |           |                                 |  
|Diluted earnings per share:                                                                           |                                              |                                  |           |                                 |  
|Before cumulative effect of change in accounting principle                                            |                                              | $                                | .96       |                                 | $
|Cumulative effect of change in accounting principle                                                   |                                              |                                  |           |                                 |  
|                                                                                                      |                                              |                                  |           |                                 |  
|                                                                                                      |                                              | $                                | .96       |                                 | $
|                                                                                                      |                                              |                                  |           |                                 |  
|Dividends per common share:                                                                           |                                              | $                                | .15       |                                 |  
|                                                                                                      |                                              |                                  |           |                                 |  

The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

4

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Reebok International Ltd.        Condensed Consolidated Statements of Cash Flows (Unaudited)

|                                                                               |                                                      | Nine Months Ended
September 30, |         
|------------------------------------------------------------------------------ | ---------------------------------------------------- | ------------------------------- | --------
|
|
|Cash flows from operating activities:                                          |                                                      |                                 |         
|Net income                                                                     |                                                      | $                               | 129,133 
|Adjustments to reconcile net income to net cash used for operating activities: |                                                      |                                 |         
|                                                                               | Depreciation and amortization                        |                                 |         
|                                                                               | Minority interest                                    |                                 |         
|                                                                               | Deferred income taxes                                |                                 |         
|                                                                               | Cumulative effect of change in accounting principle  |                                 |         
|Changes in operating assets and liabilities:                                   |                                                      |                                 |         
|                                                                               | Accounts receivable                                  |                                 |         
|                                                                               | Inventory                                            |                                 |         
|                                                                               | Prepaid expenses and other                           |                                 |         
|                                                                               | Accounts payable and accrued expenses                |                                 |         
|                                                                               | Dividends to minority shareholders                   |                                 |         
|                                                                               | Income taxes payable                                 |                                 |         
|                                                                               |                                                      |                                 |         
|                                                                               |                                                      | Total adjustments               |         
|                                                                               |                                                      |                                 |         
|Net cash used for operating activities:                                        |                                                      |                                 | (109,697
|                                                                               |                                                      |                                 |         
|Cash flows used for investing activities:                                      |                                                      |                                 |         
|                                                                               | Payments to acquire property and equipment           |                                 |         
|                                                                               |                                                      |                                 |         
|Net cash used for investing activities                                         |                                                      |                                 | (30,227 
|                                                                               |                                                      |                                 |         
|Cash flows (used for) provided by financing activities:                        |                                                      |                                 |         
|                                                                               | Net borrowings of notes payable to banks             |                                 |         
|                                                                               | Re-payments of long-term debt                        |                                 |         
|                                                                               | Proceeds from issuance of common stock to employees  |                                 |         
|                                                                               | Dividends paid                                       |                                 |         
|                                                                               | Repurchase of common stock                           |                                 |         
|                                                                               |                                                      |                                 |         
|                                                                               | Net cash (used for) provided by financing activities |                                 |         
|                                                                               |                                                      |                                 |         
|Effect of exchange rate changes on cash and cash equivalents                   |                                                      |                                 | 12,747  
|                                                                               |                                                      |                                 |         
|Net decrease in cash and cash equivalents                                      |                                                      |                                 | (190,127
|Cash and cash equivalents at beginning of period                               |                                                      |                                 | 642,367 
|                                                                               |                                                      |                                 |         
|Cash and cash equivalents at end of period                                     |                                                      | $                               | 452,240 
|                                                                               |                                                      |                                 |         
|Supplemental disclosures of cash flow information:                             |                                                      |                                 |         
|                                                                               | Interest paid                                        |                                 | $       
|                                                                               | Income taxes paid                                    |                                 |         

The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

5

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Reebok International Ltd.  Notes to Condensed Consolidated Financial Statements (Unaudited)  (Dollar amounts in thousands, except per share data)

1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States ("GAAP") for interim financial information and reflect all adjustments (consisting of normal recurring accruals, and the cumulative effect of a change in accounting principle as of
January 1, 2002) which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods. The interim financial information and notes
thereto should be read in conjunction with the Company's latest annual report on Form 10-K. The results of operations for the three and nine months ended September 30, 2003
are not necessarily indicative of results to be expected for the entire year.

The
balance sheet at December 31, 2002 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by
GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2002.

Recently Issued Accounting Standards

On December 31, 2002, the FASB issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
CompensationTransition and Disclosure" ("SFAS 148"), which amends the disclosure provisions of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123") and APB Opinion No. 28, "Interim Financial Reporting" ("APB 28"). SFAS 148 requires expanded disclosures within the Company's Summary of Significant
Accounting Policies and within the Company's condensed consolidated interim financial information filed on Form 10-Q. SFAS 148's annual disclosure requirements became
effective for the fiscal year ended December 31, 2002. SFAS 148's amendment of the disclosure requirements of APB 28 is effective for financial reports containing condensed consolidated
financial statements for interim periods beginning after December 15, 2002. (See Note 6.)

In
January 2003 the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" ("FIN 46"). FIN 46 clarifies
the application of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," to certain entities in which equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

The
consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003, and to existing variable interest entities in the interim
period beginning after December 15, 2003. The Company is in the process of evaluating the effect o f FIN 46 and will complete this process during the fourth quarter. The Company does not expect
that the adoption of the Statement will have a significant impact on its financial position or results of operations.

6

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Reclassification

Certain amounts in prior periods have been reclassified to conform to the 2003 presentation. These reclassifications had no impact on previously reported results
of operations or stockholders' equity.

2  SPECIAL CHARGES

Details of the special charge activity during the nine months ended September 30, 2003 are as follows:

Total

Employee
Severance
and Other

Marketing
ContractsBalance, December 31, 2002

$
12,863

$
3,863

$
9,0002003 Utilization


(1,232
)

(32
)

(1,200
)Balance, September 30, 2003

$
11,631

$
3,831

$
7,800


The
remaining accrual, which reflects a portion of the total costs to be incurred related to the Company's European reorganization, is comprised primarily of severance, lease termination
costs and contractual marketing obligations and will be utilized over the next few years as planned consolidations occur and contractual obligations come due.

The
short-term portion of the accrual, or $5,431, is included in accrued expenses with the balance of $6,200 included in other long-term liabilities.

3  EARNINGS PER SHARE

Basic earnings per share excludes dilution and is computed by dividing net earnings available to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if options and warrants to acquire common stock were exercised and assumes the conversion
of the convertible debentures into common stock when dilutive.

7

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The
following table sets forth the computation of basic and diluted earnings per share (amounts in thousands, except per share data):

|                                                                  |                                                    | Three Months Ended
September 30, |        | Nine Months Ended
September 30, |  
|----------------------------------------------------------------- | -------------------------------------------------- | -------------------------------- | ------ | ------------------------------- | -
|
|Numerator for basic earnings per share:                           |                                                    |                                  |        |                                 |  
|Income before cumulative effect of change in accounting principle |                                                    | $                                | 62,692 |                                 | $
|Cumulative effect of change in accounting principle               |                                                    |                                  |        |                                 |  
|                                                                  |                                                    |                                  |        |                                 |  
|Net income                                                        |                                                    | $                                | 62,692 |                                 | $
|                                                                  |                                                    |                                  |        |                                 |  
|Numerator for diluted earnings per share:                         |                                                    |                                  |        |                                 |  
|Income before cumulative effect of change in accounting principle |                                                    | $                                | 62,692 |                                 | $
|Interest on 4.25% convertible debentures, net of income taxes     |                                                    |                                  | 1,806  |                                 |  
|                                                                  |                                                    |                                  |        |                                 |  
|                                                                  |                                                    |                                  | 64,498 |                                 |  
|Cumulative effect of change in accounting principle               |                                                    |                                  |        |                                 |  
|                                                                  |                                                    |                                  |        |                                 |  
|Net income                                                        |                                                    | $                                | 64,498 |                                 | $
|                                                                  |                                                    |                                  |        |                                 |  
|Denominator for basic earnings per share:                         |                                                    |                                  |        |                                 |  
|Weighted average shares                                           |                                                    |                                  | 59,008 |                                 |  
|                                                                  |                                                    |                                  |        |                                 |  
|Denominator for diluted earnings per share:                       |                                                    |                                  |        |                                 |  
|Weighted average shares                                           |                                                    |                                  | 59,008 |                                 |  
|Effect of dilutive securities:                                    |                                                    |                                  |        |                                 |  
|                                                                  | Dilutive employee stock options and warrants       |                                  |        | 2,014                           |  
|                                                                  | Assumed conversion of 4.25% convertible debentures |                                  |        | 6,483                           |  
|                                                                  |                                                    |                                  |        |                                 |  
|                                                                  |                                                    |                                  | 67,505 |                                 |  
|                                                                  |                                                    |                                  |        |                                 |  
|Basic earnings per share:                                         |                                                    |                                  |        |                                 |  
|Before cumulative effect of change in accounting principle        |                                                    | $                                | 1.06   |                                 | $
|Cumulative effect of change in accounting principle               |                                                    |                                  |        |                                 |  
|                                                                  |                                                    |                                  |        |                                 |  
|                                                                  |                                                    | $                                | 1.06   |                                 | $
|                                                                  |                                                    |                                  |        |                                 |  
|Diluted earnings per share:                                       |                                                    |                                  |        |                                 |  
|Before cumulative effect of change in accounting principle        |                                                    | $                                | .96    |                                 | $
|Cumulative effect of change in accounting principle               |                                                    |                                  |        |                                 |  
|                                                                  |                                                    |                                  |        |                                 |  
|                                                                  |                                                    | $                                | .96    |                                 | $
|                                                                  |                                                    |                                  |        |                                 |  

8

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4  COMPREHENSIVE INCOME

The following table sets forth the computation of comprehensive income:

|                                                                 |  | Three Months Ended
September 30, |        | Nine Months Ended
September 30, |  
|---------------------------------------------------------------- |  | -------------------------------- | ------ | ------------------------------- | -
|
|Net income                                                       |  | $                                | 62,692 |                                 | $
|Changes in foreign currency translation adjustments              |  |                                  | 2,484  |                                 |  
|Net change due to hedging instruments in accordance with FAS 133 |  |                                  | 18,601 |                                 |  
|                                                                 |  |                                  |        |                                 |  
|Comprehensive income                                             |  | $                                | 83,777 |                                 | $
|                                                                 |  |                                  |        |                                 |  

5  COMMITMENTS AND CONTINGENCIES

The Company is involved in various legal proceedings generally incidental to its business. While it is not feasible to predict or determine the outcome of these
proceedings, management does not believe that they should result in a materially adverse effect on the Company's financial position, results of operations or liquidity.

At
September 30, 2003 the Company had guaranteed rent payments of a non-US affiliate accounted for under the equity method in the amount of approximately
$3.0 million. The guaranty expires coterminous with the underlying rent agreement. The amount payable would be mitigated by rent, if any, received by the landlord during the period for which
the rent demand was made.

6  STOCK-BASED COMPENSATION

At September 30, 2003, the Company had stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement
principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

Pro
forma information regarding net income and earnings per share is required by SFAS 123 and 148, which requires that the information be determined as if the Company had
accounted for its employee stock options granted subsequent to December 31, 1994 under the fair value method of those Statements. The fair value for these options was estimated at the date of
grant using a Black-Scholes option pricing model with the following weighted-average assumptions for the three and nine months ended September 30, 2003 and September 30, 2002:
risk-free interest rates ranging from 1.5% to 7.7%; dividend yields of 0.0%; volatility factors of the expected market price of the Company's common stock of .46 in 2003 and .56 in 2002;
and a weighted-average expected life of the options of 3.5 years.

9

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For
purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information follows (in
thousands, except for earnings per share information):

|                                                                                                                                           |  | Three Months Ended
September 30, |        | Nine Months Ended
September 30,
|------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ------ | -------------------------------
|
|Income before cumulative effect of change in accounting principle                                                                          |  | $                                | 62,692 |                                
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect |  |                                  | 3,564  |                                
|                                                                                                                                           |  |                                  |        |                                
|Pro forma income before cumulative effect of change in accounting principle                                                                |  | $                                | 59,128 |                                
|                                                                                                                                           |  |                                  |        |                                
|Basic earnings per share before cumulative effect of change in accounting principle:                                                       |  |                                  |        |                                
|As reported                                                                                                                                |  | $                                | 1.06   |                                
|Pro forma                                                                                                                                  |  | $                                | 1.02   |                                
|Diluted earnings per share before cumulative effect of change in accounting principle:                                                     |  |                                  |        |                                
|As reported                                                                                                                                |  | $                                | .96    |                                
|Pro forma                                                                                                                                  |  | $                                | .92    |                                

|                                                                                                                                           |  | 2003 |        | 2002 |   | 2003   |  | 2002
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------ | ---- | - | ------ |  | ----
|Net income as reported                                                                                                                     |  | $    | 62,692 |      | $ | 53,402 |  | $   
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect |  |      | 3,564  |      |   | 3,110  |  |     
|                                                                                                                                           |  |      |        |      |   |        |  |     
|Pro forma net income                                                                                                                       |  | $    | 59,128 |      | $ | 50,292 |  | $   
|                                                                                                                                           |  |      |        |      |   |        |  |     
|Basic earnings per share:                                                                                                                  |  |      |        |      |   |        |  |     
|As reported                                                                                                                                |  | $    | 1.06   |      | $ | .90    |  | $   
|Pro forma                                                                                                                                  |  | $    | 1.02   |      | $ | .86    |  | $   
|Diluted earnings per share:                                                                                                                |  |      |        |      |   |        |  |     
|As reported                                                                                                                                |  | $    | .96    |      | $ | .81    |  | $   
|Pro forma                                                                                                                                  |  | $    | .92    |      | $ | .78    |  | $   

Net
income, as reported, included $250 and $235 of restricted stock based compensation expense for the three months ended September 30, 2003 and 2002,
respectively, and $715 and $767 of restricted stock based compensation expense for the nine months ended September 30, 2003 and 2002, respectively.

7  ACQUISITION OF COMMON STOCK

Under various share repurchase programs, the Board of Directors has authorized the repurchase of Reebok common stock in the open market or privately negotiated
transactions. During the nine months ended September 30, 2003, the Company acquired 1,985,900 shares of treasury stock for approximately $61.6 million. As of September 30, 2003,
the Company had approximately $57.9 million available for future repurchases of its common stock under these Board authorized programs.

10

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Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition.

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This
Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
about the Company's sales, revenues, earnings, spending, margins, cash flow, future orders, inventory, products, actions, plans, strategies, objectives and guidance with respect to the Company's
future operating results. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may
contain the words "believe," "anticipate," "expect," "estimate," "intend," "plan," "project," "will be," "will continue," "will result," "could," "may," "might," or any variations of such words or
other words with similar meanings. Any such statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially from the results discussed in such
forward-looking statements. Prospective information is based on management's then current expectations or forecasts. Such information is subject to the risk that such expectations or forecasts, or the
assumptions underlying such expectations or forecasts, may change. The Company assumes no obligation to update any such forward-looking statements to reflect actual results, changes in assumptions or
changes in other factors affecting such forward-looking statements.

Risks
and uncertainties that could affect the Company's actual results and could cause such results to differ materially from those contained in forward-looking statements made by or on
behalf of the Company include, but are not limited to, the following: economic conditions in the Company's major markets; competition; shifts in consumer preferences; the ability to maintain
advantageous licenses with the sports leagues and other brands the Company licenses; risks associated with the Company's international sales, distribution and manufacturing; increases in raw material
prices; the Company's ability to manage and forecast its growth and inventories; the loss of significant customers or suppliers; and the effect of currency fluctuations. This list of risk factors is
not exhaustive. Other risks and uncertainties are discussed elsewhere in this report and in further detail under the caption entitled "Issues and Uncertainties" included in the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2002, which has been filed with the Securities and Exchange Commission. In addition, the Company operates in a highly
competitive and rapidly changing environment. Therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk
factors on the Company's business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking
statement. With respect to any statements
concerning future orders, the Company's backlog position is not necessarily indicative of future sales because the ratio of future orders to "at once" shipments as well as sales by Company-owned
retail outlet stores may vary from year to year. In addition, currencies may fluctuate, many customer orders are cancelable and many markets are not included in open orders since sales are made by
independent distributors. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

CRITICAL ACCOUNTING POLICIES

The
Company's significant accounting policies are described in Note 1 to the consolidated financial statements included in Item 8 in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2002. The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, the Company evaluates its estimates, including those related

11

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to
sales returns and allowances, the realizability of outstanding accounts receivable, the carrying value of inventories, hedging policies, and the provision for income taxes. The Company bases its
estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from the Company's estimates. However,
results may differ from these estimates under different assumptions or conditions.

The
Company has identified the following as critical accounting policies, based on the significant judgments and estimates used in determining the amounts reported in its condensed
consolidated financial statements:

Sales Returns and Allowances

The Company records reductions to revenue for estimated customer returns and allowances. The Company bases its estimates on historical rates of customer returns
and allowances as well as the specific identification of outstanding returns and allowances that have not yet been received by the Company. The actual amount of customer returns or allowances, which
is inherently uncertain, may differ from the Company's estimates. If actual or expected returns and allowances were significantly greater or lower than the reserves the Company had established, the
Company would record a reduction or increase to net sales in the period in which it made such a determination.

Accounts Receivable

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company
estimates potential losses based on the Company's historical rate of credit losses, its knowledge of the financial condition of certain customers and an assessment of the overall conditions at retail.
Historically, losses have been within the Company's expectations. If the financial condition of the Company's customers was to change, adjustments may be required to these estimates. Furthermore, the
Company provides for estimated losses resulting from differences which arise from the gross carrying value of its receivables and the amounts that customers estimate are owed to the Company. The
settlement or resolution of these differences could result in future changes to these estimates. If the Company determined that increases or decreases to the allowance for doubtful accounts was
appropriate, the Company would record a charge or credit to selling, general and administrative expense in the period in which the Company made such a determination.

Inventory Valuation

The Company values its inventory at the lower of cost (first-in, first-out method) or market. Market value is estimated based upon
assumptions made about future demand and retail market conditions. If the Company determines that the estimated market value of its inventory is less than the carrying value of such inventory, the
Company provides a reserve for such difference as a charge to cost of sales. If actual market conditions are more or less favorable than those projected by the Company, further adjustments may be
required that would decrease or increase the Company's cost of sales and net income in the period in which they were recorded.

Hedging Policies

The Company uses foreign currency forward contracts, options contracts and interest rate swap agreements to hedge its exposure to: (1) merchandise
purchased in U.S. dollars that is forecasted to be sold to customers in other currencies; (2) significant assets and liabilities that are denominated in other currencies; and
(3) interest rate movement. If actual fluctuations in foreign exchange rates or interest

12

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rates
are more or less favorable than those projected by management, or if the actual amount of merchandise purchased in U.S. dollars to be sold to customers in other currencies differs from the
amounts projected, future operating results may be impacted by adjustments to these estimates.

Income Taxes

The carrying value of the Company's net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax
jurisdictions to realize the value of these assets. If the Company is unable to generate sufficient future taxable income in these jurisdictions an adjustment may be required in the net carrying value
of the deferred tax assets resulting in additional income tax expense in the Company's consolidated statement of income. Management evaluates the realizability of the deferred tax assets and assesses
the need for any valuation adjustment quarterly.

Recently Issued Accounting Standards

The Company has described the impact from the adoption of certain new accounting pronouncements effective in 2003 in note 1 to the condensed consolidated
financial statements.

OPERATING RESULTS

Third Quarter 2003 Compared to Third Quarter 2002

Net sales for the quarter ended September 30, 2003, were $1.041 billion, a 14.2% increase from 2002's third quarter net sales of
$911.6 million. On a constant dollar basis, which eliminates the effect of currency exchange fluctuations, net sales for the quarter ended September 30, 2003, increased
$96.8 million or 10.3%. Worldwide sales of the Reebok Brand were $897.6 million in the third quarter of 2003, an increase of 16.9% from $767.7 million in the third quarter of
2002. On a constant dollar basis, worldwide sales of the Reebok Brand increased $99.4 million or 12.5%.

U.S.
footwear sales of the Reebok Brand increased 16.0% to $279.1 million in the third quarter of 2003 from $240.5 million in the third quarter of 2002. U.S. footwear sales
exceeded the Company's backlog trends at the beginning of the quarter. During the quarter, the Company's at-once fill-in business for U.S. footwear increased and closeout sales
and returns declined as a percentage of sales compared to the prior year's third quarter. For the third quarter of 2003, U.S. footwear sales to athletic specialty, sporting goods retailers and better
department stores increased by 46% as compared to the third quarter of 2002. As a result, approximately 62% of the Company's U.S. footwear sales were through these channels of distribution, as
compared to 52% for the same period last year. The Company believes that driving much of this improvement in sales to these distribution channels is the performance of its new Rbk products at retail.
During the quarter, sales in Reebok's basketball category grew 21.9%, driven by strong sales of both Iverson and other Rbk products. During the quarter, the Company invested in its strategy to focus
additional efforts and resources on its
performance-related products which display its performance logo, the "Vector". Sales of performance footwear products in the U.S. increased by 22.2% in the quarter, led by a 49.8% increase in the
Company's running category and a 28.8% increase in its men's training category. While the Company is investing in both its Rbk and Vector products, it continues to leverage its lifestyle athletic
footwear marketed under its Reebok Classic trademark. During the quarter, sales of the Company's Classic footwear products in the U.S. increased 46.0% reflecting the strong current trend for retro
styled products. Partially offsetting these increases was a decrease in sales of walking products in the U.S. The Company does not plan to launch its new walking product until spring 2004.

U.S.
apparel sales of the Reebok Brand increased in the third quarter of 2003 by 31.1% to $207.9 million from $158.6 million in the third quarter of 2002. The sales
increase came from both sports licensed and Reebok branded apparel. Retailer and consumer demand for the Company's sports licensed products continues to be strong. Although Reebok's U.S. branded
apparel business generated

13

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sales
increases during the third quarter of 2003, the increases came from the Company's decision to close out product early and this adversely affected its margins during the third quarter. The
Company believes that the current market for traditional branded apparel is promotional and challenging. During the third quarter, the Company realigned its apparel business and believes that the
realignment will improve the efficiency of its sales force.

International
sales of the Reebok Brand (including footwear and apparel) were $410.6 million in the third quarter of 2003, an increase of 11.4% from sales of $368.6 million
in the third quarter of 2002. Currency has favorably impacted these comparisons. On a constant dollar basis, international sales of the Reebok Brand increased $11.5 million or 2.9%. European
sales increased 12.9% in the quarter, or 2.6% in constant dollars. In constant dollars, sales increased in many European countries including France, Holland, Poland, Spain, Sweden and the U.K. The
Company believes that this is particularly encouraging given the weak economic conditions which existed in many European countries as well as the serious heat wave that affected Europe during July and
August and negatively impacted retail sales. In the 2003 third quarter, sales declined in Germany and Italy as compared with the third quarter of 2002 where, the Company previously noted, it has
elected to exit certain retail channels of distribution. For the quarter, in constant dollars, international sales increased in the adventure, women's fitness and running categories. The Company's new
Premier Series of running products continues to perform well across Europe. During the third quarter the Company supported its performance products at retail with the launch of its new Vector
campaign, and the Company is beginning to lay the foundation for the growth of Rbk products in Europe.

Rockport's
third quarter 2003 sales were $96.6 million, a decrease of 8.3% from sales of $105.4 million in the third quarter of 2002. The Company believes that its Rockport
business, which depends on the department store and independent shoe store channels of distribution and the replenishment of open stock positions, continues to be adversely affected by the difficult
retail conditions that exist in these two channels of distribution. The Company believes that its new Rockport product offerings have been well received and is hopeful of an improving business trend
for Rockport during 2004. The Company is also continuing its renewed focus on Rockport's women's business with several new product
introductions planned for next year. Year to date, sales of Rockport's women's product represented approximately 14% of Rockport's sales. International revenues accounted for approximately 35% of
Rockport's sales in the third quarter of 2003 as compared to 31% in the third quarter of 2002.

Sales
of the Company's other brands, Ralph Lauren Footwear and The Greg Norman Collection, were $46.6 million in the third quarter of 2003, an increase of 21.0% from sales of
$38.5 million in the third quarter of 2002.

During
the third quarter of 2003, the Company's overall gross margin was 39.6% of sales, an improvement of 90 basis points when compared with the Company's gross margin of 38.7% in the
third quarter of 2002. During the quarter, margins benefited from the strengthening exchange rates in many of our international businesses. The Company estimates that the strengthening of the Euro and
Pound Sterling favorably impacted margins by approximately 100 basis points, as compared to the third quarter of 2002. Partially offsetting the currency benefit was a decline in the margins of
Reebok's U.S. apparel business, reflecting the Company's decision to actively closeout slow moving product. This negatively impacted the Company's gross margin by over 40 basis points in the third
quarter, as compared to the third quarter of 2002.

Selling,
general and administrative expenses for the third quarter of 2003 were $312.2 million, or 30.0% of sales, an increase of $43.0 million when compared with the third
quarter of 2002 selling, general and administrative expenses of $269.2 million, or 29.5% of sales. During the quarter, the Company increased its advertising, marketing, product design,
development and research expenses by 17.1% over the prior year's third quarter. During the quarter the Company increased its global

14

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advertising
expenditures for the Reebok Brand by 44.6%. At the same time the Company achieved selling, general and administrative expense leverage on its other non-brand building type
expenses of 60 basis points, thereby improving its overall selling, general and administrative expense leverage on a year-to-date basis.

Included
in other expense, net, are the amortization of finite-lived intangibles, certain currency losses and other non-operating expenses. Net interest expense was
$4.6 million for the third quarter of 2003 as compared to $2.3 million for the third quarter of 2002. The increase was primarily due to the lower rates of return the Company realized on
invested cash and increased bank borrowings in certain foreign locations.

The
Company's effective income tax rate was 31.4% in the third quarter of 2003 as compared to 31.0% for the third quarter of 2002. The increase is a result of improved earnings in the
U.S. Based on current estimates, the Company expects that the full year 2003 effective income tax rate will approximate 30.9%. However, the tax rate could fluctuate depending on the level and
geographic mix of the Company's earnings, and if there are changes in the effective statutory rates.

First Nine Months of 2003 Compared to First Nine Months of 2002

Net sales for the nine months ended September 30, 2003, were $2.642 billion, an 11.7% increase from net sales of $2.365 billion for the nine
months ended September 30, 2002. On a constant dollar basis, which eliminates the effect of currency exchange fluctuations, net sales for the nine months ended September 30, 2003,
increased $169.5 million or 6.9%. Worldwide sales of the Reebok Brand were $2.236 billion in the first nine months of 2003, an increase of 13.8% from $1.965 billion in the first
nine months of 2002. On a constant dollar basis, worldwide sales of the Reebok Brand increased $171.4 million or 8.3%.

U.S.
footwear sales of the Reebok Brand increased 9.6% to $807.9 million in the first nine months of 2003 from $736.8 million in the first nine months of 2002.

During
the first nine months of 2003, the Company's at-once fill-in business for U.S. footwear increased and closeout sales declined as a percentage of sales
compared to the first nine months of 2002. For the first nine months of 2003, U.S. footwear sales to athletic specialty, sporting goods retailers and better department stores increased by 30.2% as
compared to the first nine months of 2002. As a result, approximately 59.7% of the Company's U.S. footwear sales were through these channels of distribution, as compared to 51.9% for the same period
last year. During the first nine months of 2003, sales in Reebok's basketball category grew 17.6%, driven by strong sales of both Iverson and other Rbk products. Sales of performance footwear products
in the U.S. increased by 14.0% in the first nine months, led by a 47.6% increase in the Company's men's training category and a 10.8% increase in its running category. During the first nine months
sales of the Company's Classic footwear products in the U.S. increased 32.9% reflecting the strong current trend for retro styled products. Partially offsetting these increases was a decrease in sales
of walking products in the U.S. The Company does not plan to launch its new walking product until spring 2004.

U.S.
apparel sales of the Reebok Brand increased in the first nine months of 2003 by 28.6% to $406.1 million from $315.7 million in the first nine months of 2002. The sales
increase came from both sports licensed and Reebok branded apparel. Retailer and consumer demand for the Company's sports licensed products continues to be strong. Although Reebok's U.S. branded
apparel business generated sales increases during the third quarter of 2003, the increases came from the Company's decision to close out product early and this adversely affected its margins during
the first nine months of 2003.

15

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International sales of the Reebok Brand (including footwear and apparel) were $1.022 billion in the first nine months of 2003, an increase of 12.1% from sales of $912.0 million in
the first nine months of 2002. Currency has favorably impacted these comparisons. On a constant dollar basis, international sales of the Reebok Brand increased $9.9 million or 1.0%. During the
first nine months of 2003 European sales increased 12.1%, or 2.6% in constant dollars as compared to the first nine months of 2002. In constant dollars, sales increased in many European countries
including France, Holland, Poland, Spain, Sweden and the U.K. During the first nine months of 2003, sales declined in Germany and Italy where the Company has elected to exit certain retail channels of
distribution. For the first nine months of 2003, in constant dollars, international sales increased in the adventure, basketball, running and kids categories.

Rockport's
sales for the first nine months 2003 were $274.2 million, a decrease of 4.8% from sales of $288.1 million in the first nine month of 2002. Year to date, the
women's component of Rockport's business was approximately 14%. International revenues accounted for approximately 32% of Rockport's sales in the first nine months of 2003 as compared to 29% in the
first nine months of 2002.

Sales
of the Company's other brands, Ralph Lauren Footwear and The Greg Norman Collection, were $131.1 million in the first nine months of 2003, an increase of 16.6% from sales of
$112.4 million in the first nine months of 2002.

During
the first nine months of 2003, the Company's overall gross margin was 38.5% of sales, which is the same when compared with the Company's gross margin for the first nine months of
2002. However, during the first nine months of 2002 the Company had the positive settlement of certain outstanding international customs related matters, which accounted for 37 basis points of the
reported margin. Excluding this amount in 2002, margins increased 37 basis points for the first nine months of 2003 as compared to the first nine months of 2002. During the first nine months of 2003,
margins benefited from the strengthening exchange rates in many of our international businesses. The Company estimates that the strengthening of the Euro and Pound Sterling favorably impacted margins
by approximately 100 basis points, as compared to the first nine months of 2002. Partially offsetting the currency benefit was a decline in the margins of Reebok's U.S. apparel business, reflecting
the Company's decision to actively closeout slow moving product. This negatively impacted the Company's gross margin by over 50 basis points in the first nine months of 2003, as compared to the first
nine months of 2002.

Selling,
general and administrative expenses for the first nine months of 2003 were $808.8 million, or 30.6% of sales, an increase of $82.9 million when compared with the
first nine months of 2002 selling, general and administrative expenses of $725.9 million, or 30.7% of sales.

During
the first nine months of 2003 the Company increased its advertising, marketing, product design, development and research expenses by 9.7% over the first nine months of 2002.
During the first nine months the Company increased its global advertising expenditures for the Reebok Brand by 10.3%. At the same time the Company achieved selling, general and administrative expense
leverage on its other non-brand building type expenses of 40 basis points, thereby improving its overall selling, general and administrative expense leverage on a
year-to-date basis.

Included
in other expense, net, are the amortization of finite-lived intangibles, certain currency losses and other non-operating expenses. Net interest expense was
$13.1 million for the first nine months of 2003 as compared to $10.2 million for the first nine months of 2002. The increase was primarily due to the lower rates of return the Company
realized on invested cash and increased bank borrowings in certain foreign locations.

The
Company's effective income tax rate was 30.9% in the first nine months of 2003 as compared to 31.0% in the first nine months of 2002. Based on current estimates, the Company expects
that the full year 2003 effective income tax rate will approximate 30.9%. However, the tax rate could fluctuate

16

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depending
on the level and geographic mix of the Company's earnings, and if there are changes in the effective statutory rates.

Reebok Brand Backlog of Open Orders

Worldwide backlog of open customer orders scheduled for delivery during the period October 1, 2003 through March 31, 2004 for the Reebok Brand
increased 12.0% as compared to the same period last year, including the open orders for the Company's sports licensed apparel business. On a constant dollar basis, the comparable backlog of open
orders increased 7.0%. On a worldwide basis, backlog for both footwear and apparel increased.

U.S.
footwear backlog increased 12.1%. The increase is in line with the Company's intention to grow quality market share in the athletic specialty, sporting goods and better department
store channels of distribution. Open backlog in these channels increased 18% over the prior year. On a category basis, U.S. footwear backlog for Classics, running, outdoor and kids all had strong
increases as compared to the prior year. During the third quarter, sales of walking products in the U.S. continued to decline and the Company's open backlog reflects a similar trend. The Company does
not plan to launch its new walking product until spring 2004.

Comparisons
regarding orders scheduled for delivery for the period October 1, 2003 through March 31, 2004 are as follows for the Reebok Brand:

Percentage Change
2003/2002Reported
Dollars

Constant
DollarsU.S.A.:Footwear

+
12.1
%
+
12.1
%Apparel


 1.3
%

 1.3
%Total Domestic

+
8.2
%
+
8.2
%International:Footwear

+
18.3
%
+
5.7
%Apparel

+
17.4
%
+
5.1
%Total International

+
17.9
%
+
5.4
%Total Reebok Brand:Footwear

+
14.2
%
+
9.8
%Apparel

+
8.0
%
+
2.1
%Total Reebok Brand

+
12.0
%
+
7.0
%


These
backlog comparisons are not necessarily indicative of future sales trends. Many customer orders are cancelable with little or no penalty, currencies may fluctuate, sales by
Company-owned retail outlet stores are not included in the backlog and can vary from year-to-year, many markets in Latin America and Asia Pacific are not included in the
backlog because sales are made by independent distributors, and the ratio of orders booked early to at-once shipments can vary from period to period.

Liquidity and Sources of Capital

At September 30, 2003, the Company's working capital was $1.143 billion as compared with $1.034 at December 31, 2002, and
$1.007 billion at September 30, 2002. The current ratio at September 30, 2003 was 3.0 to 1, as compared to 2.8 to 1 at December 31, 2002, and 2.9 to 1 at
September 30, 2002.

Inventories
at September 30, 2003 amounted to $411.0 million, approximately the same as at September 30, 2002. Excluding the impact of currency, inventories
decreased approximately $18 million. Accounts receivable at September 30, 2003 increased by $90.9 million from September 30, 2002. On a

17

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constant
dollar basis, the increase in accounts receivable of 8.8% is slightly less than the Company's constant dollar sales increase of 10.3%. On a constant dollar basis, days sales outstanding in
accounts receivable improved slightly as compared to September 30, 2002. Cash used for operations during the first nine months of 2003 was $109.7 million, as compared to cash used for
operations of $33.4 million during the first nine months of 2002. During the first nine months of 2002, the Company's cash flow from operations benefited from the full period inclusion of its
new sports licensing business, as well as, the implementation of certain supply chain initiatives that favorably impacted cash flow. While these supply chain initiatives are ongoing, there has been
minimal additional impact on the cash flow during the first nine months of 2003 since the primary benefit was realized upon implementation of the programs. Capital expenditures for the nine months
ended September 30, 2003 were $30.2 million as compared to $15.4 million during the first nine months of 2002. Capital expenditures for 2003 are expected to be in the range of
$50.0 to $75.0 million in order to support the Company's European regionalization, the accelerated rollout of SAP, the enhancement of its sports licensing production capability, and retail
outlet expansion internationally. During the nine months ended September 30, 2003, the Company acquired 1,985,900 shares of treasury stock for $61.6 million. The acquisition of the
shares was in accordance with the Company's previously announced intention to utilize share buybacks to partially offset the dilutive effect of outstanding stock options.

Also
during the third quarter of 2003, the Company's Board of Directors declared a semi-annual cash dividend, in the amount of $0.15 per share, which was paid on
September 3, 2003, to all common stockholders of record as of August 19, 2003.

The
Company believes that cash generated from operations, together with the Company's existing credit lines and other financial resources, will adequately finance the Company's current
cash requirements. However, the Company's actual experience may differ from the expectations set forth in the preceding sentence. Factors that might lead to a difference include, but are not limited
to, the matters discussed in the Company's Annual Report on Form 10-K under the heading "Issues and Uncertainties," as well as future events that might have the effect of reducing
the Company's available cash balances (such as unexpected operating losses or increased capital or other expenditures, as well as increases in the Company's inventory or accounts receivable), or
future events that might reduce or eliminate the availability of external financial resources.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our market risks, and the ways we manage them, are summarized in management's discussion and analysis of financial condition and results of operations as of
December 31, 2002, included in the Company's Form 10-K for the year ended December 31, 2002. There have been no material changes in the first nine months of 2003 to
such risks or our management of such risks.

Item 4. Controls and Procedures



18

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PART IIOTHER INFORMATION

Item 1: Legal Proceedings.

None.

Item 2: Changes in Securities and Use of Proceeds.

None.

Item 3: Defaults upon Senior Securities.

None.

Item 4: Submission of Matters to a Vote of Security Holders.

None.

Item 5: Other Information.

None.

Item 6: Exhibits and Reports on Form 8-K.

|31.1 |  | Certification of Paul Fireman, Chairman and Chief Executive Officer, dated November 14, 2003, 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 November 14, 2003, 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. 31.3      
|32.1 |  | Certification of Paul Fireman, Chairman and Chief Executive Officer, dated as of November 14, 2003, 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.                      
|32.2 |  | Certification of Kenneth Watchmaker, Executive Vice President and Chief Financial Officer, dated as of November 14, 2003, 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.

The
Company furnished a Current Report on Form 8-K with the Commission on October 24, 2003. The Company furnished its preliminary financial results for the
quarter ended September 30, 2003 pursuant to Item 12 of Form 8-K, "Results of Operations and Financial Condition," and in accordance with SEC Release
No. 33-8216.

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SIGNATURE

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
thereunto duly authorized.

|Date: November 14, 2003 |  |                           |  |                                                                                             
|----------------------- |  | ------------------------- |  | --------------------------------------------------------------------------------------------
|                        |  | REEBOK INTERNATIONAL LTD.
|                        |  | BY:                       |  | /s/KENNETH WATCHMAKERKenneth Watchmaker
Executive Vice President and Chief Financial Officer

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