EXHIBIT 99


ISSUES AND UNCERTAINTIES

         The Company's  Quarterly  report on Form 10-Q filed herewith  includes,
and other  documents,  information  or statements  released or made from time to
time by the Company may include,  forward-looking  statements.  These statements
involve  risks and  uncertainties.  The  Company's  actual  results  may  differ
materially from those 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,  become  inaccurate.
The following  discussion  identifies certain important issues and uncertainties
that are among the factors 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.

COMPETITION AND CONSUMER PREFERENCES

         The footwear and apparel industry is intensely  competitive and subject
to rapid changes in consumer preferences,  as well as technological innovations.
A major technological breakthrough or marketing or promotional success by one of
the Company's  competitors  could  adversely  affect the  Company's  competitive
position.  A shift in  consumer  preferences  could also  negatively  impact the
Company's sales and financial results.

         The athletic  footwear and apparel industry has been  experiencing some
shift in consumer  preference  away from athletic  footwear to "casual"  product
offerings.  This  change  in  preference  has  adversely  affected  some  of the
Company's businesses, as well as that of some of its competitors. The Company is
taking  steps  to  respond  to  this  shift  by  focusing  on its  products  and
technologies and pursuing growth  opportunities with its ROCKPORT,  RALPH LAUREN
Footwear and GREG NORMAN brands. There is, however,  substantial  uncertainty as
to whether the  Company's  actions will be  effective,  especially  given recent
difficulties  faced by  certain  department  store  chains  (who  are  important
customers for these brands),  and the softness in the branded  apparel market in
the U.S. The outcome will be  dependent  on a number of factors,  including  the
extent of the change in consumer preference, consumer and retailer acceptance of
the  Company's  products,  technologies  and  marketing,  and the ability of the
Company to effectively  respond to the shift in the marketplace,  as well as the
other factors described herein.

         Whether  the  Company's  DMX(R)  technology  will  be  successful  on a
long-term basis is dependent on numerous factors including consumer  preference,
consumer  and  retailer  acceptance  of  such  technology,  competitive  product
offerings,  the Company's ability to utilize such technology and to extend it to
other products, as well as other factors described herein.

         In addition,  in countries where the athletic footwear market is mature
(including  the U.S.),  sales  growth may be  dependent  in part on the  Company
increasing  its market  share at the  expense of its  competitors,  which may be
difficult to accomplish.  The Company also faces strong competition with respect
to its other product lines,  such as the ROCKPORT  product line, the GREG NORMAN
Collection and the RALPH LAUREN and POLO SPORT footwear lines.



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         Competition  in the  markets  for the  Company's  products  occurs in a
variety  of  ways,  including  price,  quality,  product  design,  brand  image,
marketing and promotion and ability to meet delivery  commitments  to retailers.
The intensity of the  competition  faced by the various  operating  units of the
Company and the rapid changes in the consumer preference and technology that can
occur in the footwear and apparel markets constitute significant risk factors in
the Company's operations.

         The Company launched the RLX/Polo Sport performance product line in the
first half of 1999 and  launched a new Lauren by Ralph  Lauren  product line for
women in July 1999. Investments in product development,  advertising,  marketing
and merchandising will be made in conjunction with such launches. The success of
such launches will depend on a number of factors including consumer  preference,
retailer  acceptance,  competitive  product offerings,  the effectiveness of the
advertising and marketing, as well as other factors described herein.

INVENTORY RISK

         The  footwear  industry has  relatively  long lead times for design and
production of product and thus,  the Company must commit to  production  tooling
and in some cases to  production  in advance of orders.  If the Company fails to
accurately  forecast  consumer  demand  or if  there  are  changes  in  consumer
preference  or  market  demand  after  the  Company  has  made  such  production
commitments,  the Company may encounter difficulty in filling customer orders or
in liquidating excess inventory, or may find that retailers are canceling orders
or returning  product,  all of which may have an adverse effect on the Company's
sales, its margins and brand image. In addition,  the Company may be required to
pay for certain tooling if it does not satisfy minimum production quantities.

SALES FORECASTS

         The Company's  investment in  advertising  and marketing and in certain
other expenses is based on sales forecasts and is necessarily made in advance of
actual  sales.  The  markets  in which the  Company  does  business  are  highly
competitive,  and the  Company's  business  is affected by a variety of factors,
including brand awareness, changing consumer preferences, fashion trends, retail
market conditions, currency changes and economic and other factors. There can be
no assurance  that sales  forecasts  will be  achieved,  and to the extent sales
forecasts are not achieved, these investments will represent a higher percentage
of  revenues,  and the  Company  will  experience  higher  inventory  levels and
associated  carrying costs,  all of which would  adversely  impact the Company's
financial  condition and results.  See also discussion below under  "Advertising
and Marketing Investment."

PRICING AND MARGINS

         The prices  that the  Company is able to charge  for its  products  are
dependent on the type of product offered and the consumer and retailer  response
to such product, as well as the prices charged by the Company's competitors. If,
for example, the Company's products provide enhanced  performance  capabilities,
the  Company  should  be able to  achieve  relatively  higher  prices  for  such
products.  The gross margins which the Company earns are dependent on the prices
which the Company can charge for these goods and the costs incurred in acquiring
the products for sale. To the extent that the Company has higher costs,  such as
the higher startup costs  associated with  technological  products,  its margins
will be lower unless it can  increase its prices or reduce its costs.  Recently,
the Company  has  experienced  an  improving  trend in its pricing  margins as a
result of manufacturing  efficiencies and changes in sourcing  initiated to take
advantage of currency  opportunities in the Far East, as well as reduced returns
and  cancellations in its Reebok U.S.  business.  There can be no assurance that
these  trends will  continue.  The  ability of the Company to increase  its full
margin business is dependent on a number of factors including the success of the
Company's  products and marketing,  the retail  environment and general industry
conditions. In addition, because of the over-inventoried environment,  retailers
have been more  reluctant to place future orders for products,  thus the Company
has fewer future  orders and may be required to take on more  inventory  risk to
fulfill "at once" business.

BACKLOG

         The Company  reports  its backlog of open orders for the Reebok  brand.
However,  its 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  stores,  may vary from year to year.  In  addition,  many
customer  orders  are  cancelable.  A  slowdown  at retail  may result in higher
cancellations and returns. Additionally,  many markets in South America and Asia
Pacific  are not  included in the  backlog  since sales are made by  independent
distributors.

ADVERTISING AND MARKETING INVESTMENT

         Because  consumer  demand for athletic  footwear and apparel is heavily
influenced  by  brand  image,  the  Company's   business  requires   substantial
investments  in  marketing  and  advertising,  including  television  and  other
advertising,   athlete  endorsements  and  athletic  sponsorships,  as  well  as
investments  in retail  presence.  In the event  that  such  investments  do not
achieve the desired  effect in terms of  increased  retailer  acceptance  and/or
consumer purchase of the Company's products, there could be an adverse impact on
the Company's  financial  results.  There has been some shift in the marketplace
away from certain  "icon"  athletes and the products they endorse.  As a result,
the Company has  re-evaluated  its investment in certain sports  marketing deals
and has eliminated or  restructured  certain of its marketing  contracts that no
longer reflect Reebok's brand positioning.

RETAIL OPERATIONS

         The Company currently operates approximately 180 retail store fronts in
the U.S.  (including  REEBOK,  ROCKPORT and GREG NORMAN  stores and  combination
stores, in which stores for all three brands are located at a single site) and a
significant  number of retail stores  internationally  which are operated either
directly or through the  Company's  distributors  or other  third  parties.  The
Company has made a  significant  capital  investment in opening these stores and
incurs  significant  expenditures in operating  these stores.  To the extent the
Company continues to expand its retail organization,  the Company's  performance
could be  adversely  affected  by lower  than  anticipated  sales at its  retail
stores. The performance of the Company's retail  organization is also subject to
general  retail  market  conditions.  The  recent  over-inventoried  promotional
environment  in the U.S.  has  resulted  in a decline  in retail  margins,  thus
adversely  affecting the Company's  own retail  business.  Because of the retail
environment and increased competition,  comparative store sales in the Company's
own retail business have declined.

TIMELINESS OF PRODUCT

         Timely  product  deliveries  are  essential in the footwear and apparel
business  since the Company's  orders are cancelable by customers if agreed upon
delivery  windows  are  not  met.  If  as a  result  of  design,  production  or
distribution  problems, the Company is late in delivering product, it could have
an adverse impact on its sales and/or profitability.

INTERNATIONAL SALES AND PRODUCTION

         A substantial portion of the Company's products are manufactured abroad
and  approximately  40% of the  Company's  sales are made  outside the U.S.  The
Company's  footwear and apparel production and sales operations are thus subject
to the usual risks of doing  business  abroad,  such as  currency  fluctuations,
longer payment terms,  potentially  adverse tax  consequences,  repatriation  of
earnings,  import duties, tariffs, quotas and other threats to free trade, labor
unrest,  political  instability  and other problems  linked to local  production
conditions  and the  difficulty of managing  multinational  operations.  If such
factors  limited  or  prevented  the  Company  from  selling   products  in  any
significant  international  market  or  prevented  the  Company  from  acquiring
products from its suppliers in China, Indonesia, Thailand or the Philippines, or
significantly  increased the cost to the Company of such products, the Company's
operations could be seriously  disrupted until alternative  suppliers were found
or alternative markets were developed,  with a significant  negative impact. See
also discussion below under "Economic Factors".

SOURCES OF SUPPLY

         The Company  depends  upon  independent  manufacturers  to  manufacture
high-quality  product in a timely and cost-efficient  manner and relies upon the
availability of sufficient production capacity at its existing  manufacturers or
the ability to utilize  alternative  sources of supply. A failure by one or more
of the Company's  significant  manufacturers  to meet  established  criteria for
pricing,  product quality or timeliness  could  negatively  impact the Company's
sales  and  profitability.  In  addition,  if the  Company  were  to  experience
significant  shortages in raw materials or components  used in its products,  it
could have a negative  effect on the  Company's  business,  including  increased
costs or difficulty in delivering  product.  Some of the components  used in the
Company's technologies are obtained from only one or two sources and thus a loss
of supply could disrupt  production.  See also discussion  below under "Economic
Factors".

RISK ASSOCIATED WITH INDEBTEDNESS

         The Company has a substantial  credit facility which consists of a $640
million term loan (as of September  30, 1999,  the  outstanding  balance of such
debt was  approximately  $372 million) and has a $400 million  revolving  credit
line (as of September 30, 1999, there were no borrowings  outstanding  under the
revolving credit line). As a result of this indebtedness,  the Company currently
faces significant interest expense and debt amortization. The credit arrangement
contains certain covenants (including restrictions on liens and the requirements
to maintain a minimum  interest  coverage  ratio and a minimum debt to cash flow
ratio) which are intended to limit the  Company's  future  actions and which may
also limit the Company's  financial,  operating and  strategic  flexibility.  In
addition,  the  Company's  failure  to make  timely  payments  of  interest  and
principal  on its debt,  or to comply  with the  material  covenants  applicable
thereto, could result in significant negative consequences.

         The Company believes that its cash,  short-term  investments and access
to credit  facilities,  together with its anticipated cash flow from operations,
are adequate for the Company's current and planned needs in 2000.  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  herein,  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.

RISK OF CURRENCY FLUCTUATIONS

         The Company conducts operations in various international  countries and
a  significant  portion of its sales are  transacted in local  currencies.  As a
result,   the   Company's   revenues  are  subject  to  foreign   exchange  rate
fluctuations.  The Company enters into forward currency  exchange  contracts and
options to hedge its exposure  for  merchandise  purchased in U.S.  dollars that
will be sold to  customers  in other  currencies.  The Company also uses foreign
currency  exchange  contracts  and  options to hedge  significant  inter-company
assets and liabilities  denominated in other currencies.  However,  no assurance
can be given that fluctuation in foreign  currency  exchange rates will not have
an adverse impact on the Company's revenues, net profits or financial condition.
Recently, the Company's international sales, gross margins and profits have been
negatively impacted by changes in foreign currency exchange rates.

EURO CONVERSION

         On January 1,  1999,  eleven of the  fifteen  member  countries  of the
European Union adopted a single  currency  called the Euro. On this date,  fixed
conversion  rates between the existing  currencies of these  countries  ("legacy
currencies")  and the Euro were  established  and the Euro is now  traded in the
currency markets and may be used in business transactions. The legacy currencies
will remain as legal  tender  together  with the Euro until at least  January 1,
2002 (but not later than July 1, 2002).  During the transition  period,  parties
may  settle  transactions  using  either the Euro or a  participating  country's
legacy currency.

         The use of a single currency in the eleven participating  countries may
result in increased  price  transparency  which may affect  Reebok's  ability to
price its products  differently in various European markets.  Although it is not
clear what the result of this price  harmonization might be, one possible result
is  lower  average  prices  for  products  sold in  certain  of  these  markets.
Conversion  to the Euro is not  expected  to have a  significant  impact  on the
amount of Reebok's  exposures to changes in foreign exchange rates since most of
Reebok's  exposures are incurred  against the U.S.  dollar,  as opposed to other
legacy  currencies.  Reebok's  foreign  exchange  hedging  costs should also not
change  significantly.  Nevertheless,  because  there will be less  diversity in
Reebok's currency exposures, changes in the Euro's value against the U.S. dollar
could have a more  pronounced  effect,  whether  positive  or  negative,  on the
Company.



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         The Company has made the necessary  changes in its internal and banking
systems  in  Europe  to  accommodate  introduction  of the Euro and can make and
receive payments in Europe using the Euro. As part of its global  restructuring,
the Company is in the process of  implementing  SAP software on a global  basis;
the SAP  system  will  be  Euro-compatible.  Other  business  functions  will be
converted  for the Euro by the end of the  transition  period or earlier to meet
business  needs.  The  Company  does  not  expect  such  conversion  costs to be
material.

CUSTOMERS

         Although the Company has no single customer that represents 10% or more
of its sales, the Company has certain significant  customers,  the loss of which
could have an adverse  effect on its  business.  There  could also be a negative
effect  on the  Company's  business  if any  such  significant  customer  became
insolvent or otherwise  failed to pay its debts. See also discussion below under
"Economic Factors".

INTELLECTUAL PROPERTY

         The Company believes that its trademarks,  technologies and designs are
of great  value.  From time to time the Company has been,  and may in the future
be, the subject of litigation  challenging its ownership of certain intellectual
property.  Loss of the REEBOK,  ROCKPORT or GREG NORMAN  trademark  rights could
have a serious  impact on the Company's  business.  Because of the importance of
such intellectual property rights, the Company's business is subject to the risk
of counterfeiting,  parallel trade or intellectual  property  infringement.  The
Company is, however, vigilant in protecting its intellectual property rights.

LITIGATION

         The Company is subject to the normal risks of  litigation  with respect
to its business operations. In addition, the Company is a defendant in a lawsuit
filed by  Supracor,  Inc.,  which,  if resolved in a manner  unfavorable  to the
Company,  could  have a  material  adverse  effect  on the  Company's  financial
condition and liquidity. See Item 1. Legal Proceedings for a further description
of the Supracor litigation.

ECONOMIC FACTORS

         The  Company's  business  is  subject  to  economic  conditions  in the
Company's major markets, including,  without limitation,  recession,  inflation,
general weakness in retail markets and changes in consumer  purchasing power and
preferences.  Adverse  changes in such  economic  factors  could have a negative
effect on the  Company's  business.  For  example,  the recent  slowdown  in the
athletic  footwear and branded apparel  markets has had negative  effects on the
Company's  business.  As a result of current market conditions,  a number of the
Company's   competitors  have  generated  excess   inventories  which  they  are
attempting to sell off. The U.S. market has also suffered from over capacity due
to significant  retail expansion  during a period of softening  consumer demand.
This has resulted in inventory backups and heavy promotional  activity which has
made it more difficult for the Company to sell its products.



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         The financial  crisis in the Far East has also had a negative impact on
the Company's business. The economic problems in Asia have had an adverse effect
on the Company's  sales to that region.  Such financial  difficulties  have also
increased the risk that certain of the Company's customers in the region will be
unable to pay for product orders.  In addition,  most of the Company's  products
are  manufactured  in the Far East by third  party  manufacturers.  The  current
economic  conditions have made it more difficult for such  manufacturers to gain
access to  working  capital  and there is a risk that such  manufacturers  could
encounter  financial  problems  which  could  affect  their  ability  to produce
products for the Company. Similar problems have also resulted from the financial
difficulties in Latin America (especially Brazil) and in Russia.

TAX RATE CHANGES AND DEFERRED TAX ASSETS

         If the Company was to  encounter  significant  tax rate  changes in the
major  markets in which it  operates,  it could  have an  adverse  effect on its
business  or  profitability.  In  addition,  the tax rate can be affected by the
Company's geographic mix of earnings. If more revenue is earned in markets where
the tax rate is  relatively  higher,  the  Company's  effective  tax  rate  will
increase.  The Company  expects  that the full year 1999 tax rate will be higher
than the rate for 1998.

         The Company has approximately  $185 million of net deferred tax assets,
of which  approximately $70 million is attributable to the expected  utilization
of tax net operating  loss  carry-forwards.  There can be no assurance  that the
Company  will realize the full value of such  deferred tax assets,  although the
Company has tax  planning  strategies  which are  designed to utilize at least a
portion of the tax net  operating  loss  carryforwards  and  thereby  reduce the
likelihood that they expire unused.  Realization of the deferred tax assets will
be  dependent  on a number of  factors  including  the level of  taxable  income
generated by the Company,  the countries in which such income is  generated,  as
well as the  effectiveness  of the  Company's  tax planning  strategies.  If the
Company  estimates of future  taxable  income are not realized in the near-term,
the net carrying  value of the  deferred  tax assets  could be reduced,  thereby
reducing future net income.

GLOBAL RESTRUCTURING ACTIVITIES

         The  Company is  currently  undertaking  various  global  restructuring
activities  designed  to enable the Company to achieve  operating  efficiencies,
improve  logistics  and  reduce  expenses.  There can be no  assurance  that the
Company will be able to effectively  execute on its restructuring  plans or that
such benefits will be achieved.  Moreover,  in the  short-term the Company could
experience  difficulties in product delivery or other logistical operations as a
result of its  restructuring  activities,  which could have an adverse effect on
the Company's business. In the short-term,  the Company could also be subject to
increased expenditures and charges because of inefficiencies resulting from such
restructuring  activities.  For example, the Company recently made a decision to
defer the consolidation of its warehouse facilities in Europe into its Rotterdam
distribution  center,  as well as to delay  implementation of certain aspects of
its planned SAP  implementation.  This  decision was made with the  intention of
removing certain  logistical risks from the Company's business in the year 2000.
However,  a  consequence  of this  decision  may be to lose  certain  logistical
advantages and efficiencies  that may have been obtained through a consolidation
of the Company's  European  distribution  facilities and full  implementation of
SAP.  In  addition,  the Company  expects to  continue  to incur some  duplicate
start-up  expenses in 2000, and it is likely that such  duplicate  expenses will
continue into 2001 because of the decision to defer warehouse  consolidation and
full implementation of SAP.

YEAR 2000 READINESS DISCLOSURE

         The Company has conducted a global review of its information technology
(IT) systems,  as well as its non-IT computer  systems,  to identify the systems
that could be affected by the technical  problems  associated with the year 2000
and has developed an  implementation  plan to address the "year 2000" issue. The
Company  made a  strategic  decision  in 1993 to adopt a new global  information
system,  the SAP system,  which will replace most legacy systems.  The Company's
Rockport  subsidiary  and certain other  business units will not be converted to
the new SAP system by the end of 1999 and thus  modifications  to their existing
software have been made to make them year 2000 compliant.  In addition,  because
of technical  difficulties and delays experienced by the Company in implementing
the SAP system, the Company has decided to delay full  implementation of the SAP
system in its North American operating unit until after year 2000. Instead,  the
Company has modified  existing  software for North  America to make it year 2000
compliant.  The Company presently  believes that, with modifications to existing
software,  the year 2000 will not pose significant  operational problems for the
Company's computer systems. However, if the modifications are not implemented or
completed in a timely or effective  manner,  the year 2000 problem  could have a
material  adverse  impact  on the  operations  and  financial  condition  of the
Company.

         The Company is  dependent on its  suppliers,  joint  venture  partners,
independent distributors and customers to implement appropriate changes to their
IT and non-IT  systems to address  the "year  2000"  issue.  The failure of such
third parties to  effectively  address such issue could have a material  adverse
effect on the Company's business.

         Estimates of time and cost and risk  assessments are based on currently
available  information.  Developments  that  could  affect  such  estimates  and
assessments  include,  but are not  limited  to, the  ability to  remediate  all
relevant computer code for those limited applications targeted to be remediated;
co-operation and remediation  success of the Company's  suppliers and customers;
and the ability to  implement  suitable  contingency  plans in the event of year
2000 system failures at the Company or its suppliers or customers.

QUARTERLY REPORTS

         The financial  results  reflected in the Company's  quarterly report on
Form 10-Q are not necessarily  indicative of the financial  results which may be
achieved in future quarters or for year-end, which results may vary.