<PAGE>   1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


        (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                OF THE SECURITIES EXCHANGE ACT OF 1934


  For the quarterly period ended March 31, 2001

  Commission file number 1-9340


                            REEBOK INTERNATIONAL LTD.
        -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                   Massachusetts                     04-2678061
            -----------------------------  ------------------------------
        (State or other jurisdiction of    (I.R.S. Employer incorporation
                organization)                   or Identification No.)


             1895 J.W. Foster Boulevard, Canton, Massachusetts 02021
        -----------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (781) 401-5000
        -----------------------------------------------------------------
              (Registrant's telephone number, including area code)

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  (X)       No  (  )

The number of shares outstanding of registrant's common stock, par value $.01
per share, at May 1, 2001 was 58,550,997 shares.
<PAGE>   2
REEBOK INTERNATIONAL LTD.


INDEX
<TABLE>
<S>                                                                               <C>
PART I. FINANCIAL INFORMATION:

Item 1  Financial Statements (Unaudited)

        Condensed Consolidated Balance Sheets -
          March 31, 2001 and 2000, and
            December 31, 2000 ..............................................         3-4

        Condensed Consolidated Statements of Income - Three
            months Ended March 31, 2001 and 2000 ...........................           5

        Condensed Consolidated Statements of Cash Flows - Three months Ended
          March 31, 2001 and 2000 ..........................................          6-7

        Notes to Condensed Consolidated Financial
            Statements .....................................................         8-12

Item 2

        Management's Discussion and Analysis of Results
          Of Operations and Financial Condition ............................        13-18


Part II.OTHER INFORMATION:


Item 1  Legal Proceedings ..................................................           19

Item 2  Changes in Securities ..............................................           19

Item 3  Defaults Upon Senior Securities ....................................           19

Item 4  Submission of Matters to a Vote of Security-Holders ................           19

Item 5  Other Information ..................................................           19

Item 6  Exhibits ...........................................................           19
</TABLE>



                                       2
<PAGE>   3
                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                    March 31,              December 31,
                                               2001            2000              2000
                                            ----------       ----------       ----------
                                                     (Unaudited)             (See Note 1)
<S>                                         <C>              <C>              <C>
Current assets:
  Cash and cash equivalents                 $  109,593       $  238,449       $  268,665
  Accounts receivable, net of
    allowance for doubtful accounts
    (March 2001, $48,757; March 2000,
     $43,997; December 2000, $48,016)          568,334          574,914          423,830
  Inventory                                    416,006          370,267          393,599
  Deferred income taxes                        102,630           77,455          101,715
  Prepaid expenses and other
    current assets                              51,641           45,042           37,396
                                            ----------       ----------       ----------

    Total current assets                     1,248,204        1,306,127        1,225,205
                                            ----------       ----------       ----------

Property and equipment, net                    136,758          161,496          141,835

Other non-current assets:
  Intangibles, net of
    amortization                                63,242           71,474           64,288
  Deferred income taxes                         10,369           46,474           18,110
  Other                                         27,103           23,134           13,608
                                            ----------       ----------       ----------
Total Assets                                $1,485,676       $1,608,705       $1,463,046
                                            ==========       ==========       ==========
</TABLE>


                                       3
<PAGE>   4
                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                  (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                     March 31,                 December 31,
                                                2001             2000              2000
                                          -----------        -----------        -----------
                                                      (Unaudited)              (See Note 1)
<S>                                       <C>                <C>                <C>
Current liabilities:
  Notes payable to banks                  $    28,685        $    23,665        $     8,878
  Current portion of
    long-term debt                                134            185,171             13,813
  Accounts payable                            146,759            148,715            172,035
  Accrued expenses                            266,779            277,415            272,076
  Income taxes payable                         29,992             19,829             21,337
                                          -----------        -----------        -----------
    Total current liabilities                 472,349            654,795            488,139
                                          -----------        -----------        -----------
Long-term debt, net of
  current portion                             351,173            360,232            345,015

Minority interest and other
 long-term liabilities                         19,146             36,501             22,029

Commitments and contingencies

Stockholders' equity:
  Common stock, par value
   $.01; authorized 250,000 shares;
   issued March 31, 2001, 97,205;
   issued March 31, 2000, 93,426;
   issued December 31, 2000, 96,209               972                934                962
  Retained earnings                         1,355,603          1,205,754          1,301,269
  Less shares in treasury
  at cost: March 31, 2001,
  38,716; March 31, 2000,
  36,716; December 31,2000, 38,716           (653,370)          (617,620)          (653,370)
  Unearned compensation                          (552)            (2,928)            (1,402)
  Accumulated other
   comprehensive income (expense)             (59,645)           (28,963)           (39,596)
                                          -----------        -----------        -----------
                                              643,008            557,177            607,863
                                          -----------        -----------        -----------
Total liabilities and
  stockholders' equity                    $ 1,485,676        $ 1,608,705        $ 1,463,046
                                          ===========        ===========        ===========
</TABLE>


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


                                       4
<PAGE>   5
                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                  (Amounts in thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                        Three Months Ended
                                            March 31,
                                    --------------------------
                                       2001            2000
                                    ---------        ---------
<S>                                 <C>              <C>
Net sales                           $ 769,928        $ 769,829

Costs and expenses:
  Cost of sales                       482,474          478,704
  Selling, general and
    administrative expenses           223,460          234,519
  Interest expense, net                 4,009            5,775
  Other (income) expense,net           (1,376)          (3,725)
                                    ---------        ---------
                                      708,567          715,273
                                    ---------        ---------
Income before income
  taxes and minority interest          61,361           54,556

Income tax expense                     19,022           20,567
                                    ---------        ---------

Income before minority
  interest                             42,339           33,989

Minority interest                       1,135            2,277
                                    ---------        ---------

Net income                          $  41,204        $  31,712
                                    =========        =========

Basic earnings per share            $     .71        $     .56
                                    =========        =========

Diluted earnings per share          $     .68        $     .56
                                    =========        =========
</TABLE>

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


                                       5
<PAGE>   6
                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three months Ended
                                                               March 31,
                                                        --------------------------
                                                           2001             2000
                                                        ---------        ---------
<S>                                                     <C>              <C>
Cash flows from operating activities:
  Net income                                            $  41,204        $  31,712
  Adjustments to reconcile net income
    to net cash used for operating activities:

     Depreciation and amortization                         10,008           10,951
     Minority interest                                      1,135            2,277
     Deferred income taxes                                  6,826            8,142
     Other                                                 (4,951)          (2,515)
     Changes in operating assets and liabilities:
       Accounts receivable                               (161,570)        (160,516)
       Inventory                                          (34,915)          36,215
       Prepaid expenses and other                         (11,528)          (2,900)
       Accounts payable and accrued expenses              (11,468)          15,321
       Income taxes payable                                 8,409           10,337
                                                        ---------        ---------
         Total adjustments                               (198,054)         (82,688)
                                                        ---------        ---------
Net cash used for operating activities                   (156,850)         (50,976)
                                                        ---------        ---------

Cash flows provided by (used for)
        investing activities:

   Payments to acquire property and
     equipment                                             (3,741)          (5,728)
   Proceeds (payments) for business acquisitions
     and divestitures                                      (8,180)          30,506
   Acquisition of minority interest in
     certain subsidiaries                                                   (1,390)
                                                        ---------        ---------
Net cash provided by (used for)
   investing activities                                   (11,921)          23,388
                                                        ---------        ---------
</TABLE>



                                       6
<PAGE>   7
                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)

                             (Amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                  ---------------------------
                                                      2001             2000
                                                  ---------        ---------
<S>                                               <C>              <C>
Cash flows provided by (used for) financing
  activities:
  Net borrowings (repayments) of notes
    payable to banks                              $  21,159        $  (3,964)
  Net proceeds from issuance of convertible
    Debentures                                      244,729
  Repayments of long-term debt                     (257,398)          (9,959)
  Proceeds from issuance of common stock to
    employees                                        13,140
  Dividends to minority shareholders                 (8,215)

                                                  ---------        ---------
Net cash provided by (used for) financing            13,415          (13,923)
                                                  ---------        ---------

Effect of exchange rate changes on cash
  and cash equivalents                               (3,716)          (1,784)
                                                  ---------        ---------

Net decrease in cash and cash equivalents          (159,072)         (43,295)
                                                  ---------        ---------

Cash and cash equivalents at beginning of
  period                                            268,665          281,744
                                                  ---------        ---------

Cash and cash equivalents at end of period        $ 109,593        $ 238,449
                                                  =========        =========
</TABLE>

Supplemental disclosures of cash flow information:

<TABLE>
<CAPTION>
                                                    2001       2000
                                                 --------   ---------
<S>                                               <C>       <C>
Cash paid during the period for:
  Interest                                       $  8,657   $  11,480
  Income taxes                                      5,184         775
</TABLE>

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


                                       7
<PAGE>   8
             REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
          (Dollar amounts in thousands, except share data)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles ("GAAP")
for interim financial information and reflect all adjustments (consisting of
only normal recurring accruals) 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 to shareholders. The results
of operations for the three months ended March 31, 2001 are not necessarily
indicative of results to be expected for the entire year.

The balance sheet at December 31, 2000 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, 2000.

Certain amounts in the prior year have been reclassified to conform to the 2001
presentation.

Recently Issued Accounting Standards

As of January 1, 2001, the Company adopted the Statement of Financial Accounting
Standards No. 133 ("Statement 133"), "Accounting for Derivative Instruments and
Hedging Activities", as amended in June 2000 by Statement of Financial
Accounting Standards no. 138 ("Statement 138") which requires the Company to
recognize all derivatives as either assets or liabilities in the balance sheet
and measure such instruments at fair value. Derivatives that are not hedges must
be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value of derivatives
are either offset against the change in fair value of assets, liabilities, or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value, as determined by measuring the fair value of
the derivative against the underlying hedge item, is immediately recognized in
earnings. The adoption of these statements did not have a material impact on the
Company's consolidated financial statements.

The Company is exposed to market risk, such as changes in interest rates,
currency exchange rates and material pricing. To manage the

                                       8
<PAGE>   9
volatility related to these exposures, the Company enters into various
derivative transactions in accordance with its hedging practices. Designation is
performed on a specific exposure basis to support hedge accounting. The changes
in fair value of these hedging instruments are offset in part or in whole by
corresponding changes in the fair value or cash flows of the underlying
exposures being hedged. The Company does not hold or issue derivative financial
instruments for trading purposes.

Interest Rate Hedging

The Company uses interest rate swap agreements to manage its exposure to
interest rate movements by effectively converting a portion of its variable rate
long-term debt from floating to fixed rates. These agreements are also used to
manage interest rate exposure under certain of the Company's leases. These
agreements involve the exchange of variable rate payments for fixed rate
payments without the effect of leverage and without the exchange of the
underlying principal amount.

Currency Rate Hedging

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 forward currency exchange contracts and options to hedge
significant intercompany assets and liabilities denominated in other than the
functional currency. Contracts used to hedge intercompany balances are marked to
market and the resulting transaction gain or loss is included in the
determination of net income.

The Company has used forward exchange contracts and options as an element of its
risk management strategy for several years.


                                       9
<PAGE>   10
NOTE 2 - SPECIAL CHARGES

The Company did not record any new special charges during 2001 but did change
certain previously recorded estimates. The net change in estimates has been
reported in other income in the accompanying consolidated financial statements
for the three months ended March 31, 2001.

The change in estimates relates to certain reserves that had been required in
connection with the plan to dispose of the Company's subsidiary in South Africa.
The subsidiary was sold during the first quarter of 2001, and therefore it was
determined that certain reserves were no longer necessary.

Details of the special charge activity during the three months ended March 31,
2001 are as follows:


<TABLE>
<CAPTION>
                                                                                          Termination of
                                        Legal      Employee    Fixed Asset     Marketing   Leases and
                         Total        Settlement   Severance   Write-downs     Contracts     Other
                         -----        ----------   ---------   -----------     ---------     -----
<S>                     <C>           <C>           <C>          <C>           <C>          <C>
Balance, 12/31/00       $ 41,893      $ 15,809      $ 8,496      $ 10,492      $ 6,828      $ 268

2001 Utilization          (5,765)       (4,477)        (572)                      (570)      (146)

Change in Estimates       (6,339)        3,000                     (9,797)                    458
                        --------      --------      -------      --------      -------      -----
Balance, 3/31/01        $ 29,789      $ 14,332      $ 7,924      $    695      $ 6,258      $ 580
                        ========      ========      =======      ========      =======      =====
</TABLE>


The short term portion of the accrual, or $20,593 is included in accrued
expenses with the balance of $9,196 included in other long term liabilities. The
remaining accruals are expected to be utilized during fiscal 2001 through 2003,
as leases expire, consolidations occur, contractual obligations come due and
severance payments are made. The fixed asset write-downs relate to assets that
are being offered for sale.


                                       10
<PAGE>   11
NOTE 3 - EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                Three Months Ended
                                                    March 31
                                                -------------------
                                                  2001      2000
                                                -------     -------
<S>                                             <C>         <C>
Numerator for basic earnings per share:
  Net income                                    $41,204     $31,712
                                                =======     =======
Numerator for diluted earnings per share:

  Net income                                    $41,204     $31,712
  Add: Effect of dilutive securities:
   Interest on 4.25% convertible debentures
   net of income taxes                              623
                                                -------     -------
                                                $41,827     $31,712
                                                =======     =======

Denominator for basic earnings per share:

  Weighted average shares                        57,836      56,270
                                                =======     =======
Denominator for diluted earnings per share:

  Weighted average shares                        57,836      56,270
  Dilutive employee stock options                 1,771          28

  Effect of dilutive securities:
    Assumed conversion of 4.25%
    convertible debentures                        2,233
                                                -------     -------
                                                 61,840      56,298
                                                =======     =======

Basic earnings per share                        $   .71     $   .56

Diluted earnings per share                      $   .68     $   .56
</TABLE>


                                       11
<PAGE>   12
NOTE 4 - COMPREHENSIVE INCOME

Comprehensive income for the quarter ended March 31, 2001 and March 31, 2000 was
$21,155 and $28,128, respectively. Comprehensive income for all periods
presented represents net income and changes in foreign currency translation
adjustments.

NOTE 5 - BUSINESS ACQUISITIONS AND DIVESTITURES

On March 9, 2001, the Company purchased selected assets of LogoAthletic ("Logo")
for $11.4 million. Included in the assets purchased were inventory, equipment,
facility leases and the rights to Logo's trademarks. Since the acquisition was
not material to the Company's consolidated results, no pro forma information is
provided. The allocation of purchase price reflected in the March 31, 2001
condensed consolidated financial statements is preliminary and will be completed
by year end.

Effective January 1, 2001, the Company sold its interest in its South African
subsidiary, which will now operate as an independent distributor. The sale price
and historical operating results of the Company's South African subsidiary are
not material to the consolidated financial results or consolidated financial
position of the Company.


NOTE 6 - CONVERTIBLE DEBENTURES

On February 28, 2001 the Company sold $250.0 million in 20-Year Convertible
Debentures in the 144A private placement market. The Convertible Debentures have
an annual coupon rate of 4.25 %, payable in cash semi-annually. The Debentures
are convertible into shares of Reebok common stock at a price of $38.56. The
Company used the net proceeds to re-pay its existing term loan due August 31,
2002.


NOTE 7 - 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.


                                       12
<PAGE>   13
                   REEBOK INTERNATIONAL LTD. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION


This Form 10-Q contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements with
regard to the Company's revenues, earnings, spending, margins, cash flow,
orders, inventory, products, actions, plans, strategies and objectives.
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 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.

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: competition; shifts in consumer preferences; the ability to
accurately forecast consumer demand and sales; the ability to sustain current
pricing levels for the Company's products; the potential of the backlog report
to not be indicative of future sales; the effect of the Company's investment in
advertising, marketing, athlete endorsement, and athletic sponsorships; lower
than anticipated sales and increased operating costs at the Company's retail
stores; international sales and manufacturing operations; import regulations,
political instability or general economic factors in the international regions
where the Company conducts its business; interruption or unavailability of
sources of supply; increases in leather prices due to recent shortages of hides
resulting from mad cow and foot-and-mouth disease epidemics in certain European
countries; reliance on independent manufacturers; the ability to make timely
payments on indebtedness; the ability to protect the Company's intellectual
property rights; the ability to realize the full value of the Company's deferred
tax assets; the ability to achieve the intended benefits from the restructuring
of the Company's global operations including operating and logistical
efficiencies in the areas of distribution and information systems; the effect a
strong United States dollar may have on the Company's results of operations from
its international business; and other factors mentioned or incorporated by
reference in this report or other reports.

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, 2000 which has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
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

                                       13
<PAGE>   14
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. Accordingly, investors should not place undue
reliance on forward-looking statements as a prediction of actual results.


Operating Results


First Quarter 2001 Compared to First Quarter 2000


Net sales for the quarter ended March 31, 2001 were $769.9 million, a slight
increase from 2000's first quarter net sales of $769.8 million. Sales
comparisons are being adversely affected by the weakening of most foreign
currencies against the U.S. dollar. On a constant dollar basis, which eliminates
the effect of currency fluctuations, net sales for the quarter ended March 31,
2001 increased $25.5 million or 3.4%. The Reebok Division's worldwide sales
(including the sales of the Greg Norman Collection) were $642.2 million a 3.9%
increase from constant dollar sales of $618.0 million in the first quarter of
2000.

U.S. footwear sales of the Reebok Brand increased 3.4% to $262.2 million in the
first quarter of 2001 from $253.6 million in the first quarter of 2000. During
the quarter U.S. footwear wholesale sales of the Reebok Brand, increased 4.7%
whereas the Company's retail outlet sales declined on a comparative store basis.
U.S. footwear sales in many categories increased. The basketball category
increased 39%, driven by the strong sell-through success of the Company's
Iverson product at retail. The women's and running categories increased 8% and
10%, respectively. Also, the Children's category increased 9% and the Classics
category increased by approximately 7%.

U.S. apparel sales of the Reebok Division (including the sales of the Greg
Norman Collection) increased in the first quarter by 5.6% to $65.8 million from
$62.3 million in the first quarter of 2000. The Company believes that its new
Reebok branded apparel team is beginning to have a positive affect on the
business and that this is contributing to the increased sales.

International sales of the Reebok Brand (including footwear and apparel) were
$314.2 million in the first quarter of 2001, a decrease of 3.5% from sales of
$325.6 million in the first quarter of 2000. On a constant dollar basis,
international sales of the Reebok Division increased $12.1 million or 4.0%.
International comparisons were also adversely impacted by the change to the
Company's international distribution network. Effective January 1, 2001, the
Company's South Africa subsidiary was sold and became an independent
distributor. In constant dollars, net sales in Europe increased 4.3% as compared
to the first quarter of 2000. The Asia Pacific region reported a constant dollar
sales increase of approximately 6% in the quarter. In Latin America, the
Company's sales to its independent distributors increased approximately 43% as
these distributors increased their purchases to meet local consumer demand.
International categories

                                       14
<PAGE>   15
that generated sales increases in the first quarter of 2001 were basketball,
running, walking, and classics. In constant dollars, international footwear
sales increased approximately 4.7%, and international apparel sales increased by
approximately 3.1%.

The Company believes that the constant dollar sales increase in the first
quarter of 2001 was primarily attributable to increased market share in the
United States and selective price increases in Continental Europe.

Rockport's first quarter 2001 sales were $101.0 million which were the same as
the first quarter of 2000. Both domestic and international sales for the
Rockport brand were flat as compared to the first quarter of 2000. International
revenues accounted for approximately 28% of Rockport's sales in the first
quarter of 2001 and 2000. During the first quarter 2001, Rockport continued to
introduce many new core product offerings. The Company expects to expand its new
core programs with key department stores and independent retailers.

Sales of the Company's Polo Ralph Lauren Footwear products were $26.7 million in
the first quarter of 2001, a decrease of 2.2% from sales of $27.3 million in the
first quarter of 2000. Although sales declined, the Company believes that the
quality of the business improved, as the decline was primarily in close out
sales, which decreased 50% over the comparable period last year. The balance of
the business increased by approximately 10%. During 2001, the Company expects to
expand the retail distribution of its Lauren and Polo Jeans footwear products
and to concentrate design efforts on developing key items that can become
signatures for its various Ralph Lauren Footwear segments.

The Company has agreed to a new exclusive licensing agreement with the NFL for
apparel, footwear, equipment and accessories beginning with the 2002 season. In
order to support this new license, in February 2001 the Company purchased
selected assets of LogoAthletic ("Logo"). Included in the assets purchased were
inventory, equipment, facility leases and the rights to Logo's trademarks. The
total purchase price was $11.4 million. Under this new agreement, the NFL
requested that the Company provide services during the transition year of 2001
and the Company has agreed to provide these services. Beginning in the second
quarter of 2001, the Company will begin shipping Reebok branded NFL licensed
products to retailers. The Company expects 2001 sales of NFL licensed products
to be in the range of $75.0 to $125.0 million.

During the first quarter of 2001, the Company's overall gross margin was 37.3%
of sales compared to 37.8% for 2000's first quarter. Gross margins were
negatively impacted by the weakening of most foreign currencies against the U.S.
dollar. In addition, as a result of recent shortages of hides due to mad cow and
foot-and-mouth disease epidemics in certain European countries, the Company
expects increasing leather prices during the latter part of 2001. In order to
mitigate the impact of these factors on the Company's gross margin, the Company
has implemented selective price increases in various countries in Europe, value
engineered certain products to provide greater efficiencies, and changed some of
its sourcing strategies in order to take advantage of the strong U.S. dollar.
The Company believes that based on current foreign exchange rates and the


                                       15
<PAGE>   16
Company's hedging strategies, the gross margin percentage for the year will be
approximately 50 to 70 basis points lower than the prior year (excluding any
impact of NFL products).

Selling, general and administrative expenses for the first quarter of 2001 were
$223.5 million, or 29.0% of sales, as compared to $234.5 million, or 30.5% of
sales in 2000's first quarter. The Company continues to streamline its
operations, achieve greater operating efficiencies and reduce non-brand building
expenses. During the first quarter of 2001, the Company increased its spending
for advertising and working media while at the same time it reduced other
selling, general and administrative expenses as a percentage of sales. The
Company expects to continue to generate greater operating efficiencies for the
balance of 2001, while increasing its advertising expenditures by approximately
50% as compared to the prior year. As part of its multi-brand strategy to
streamline processes and improve execution, the Company is currently in the
process of consolidating into a Shared Services operation in its new world
headquarters. This Shared Services operation will provide support for supply
chain, logistics and various administrative services for all of the Company's
brands. Both Rockport and Ralph Lauren footwear will be integrated into the
shared service center during 2001.

Net interest expense was $4.0 million for the first quarter of 2001, a decrease
of $1.8 million as compared to the first quarter of 2000. The decrease was
primarily a result of debt repayments. Outstanding indebtedness has declined
$189.1 million from March 31, 2000. Other income, net of $1.4 million relates to
the gain from the sale of the Company's interest in its South African subsidiary
and the related change in estimates for restructuring charges related to that
sale (See Note 2). Also included in other expenses, are currency losses and the
amortization of intangibles, as well as, the write-off of $5.2 million of
unamortized debt costs associated with the early extinguishment of the Company's
term loan.

The effective income tax rate was 31.0% in the first quarter of 2001 as compared
to 37.7% in the first quarter of 2000. The reduction from the prior year is the
result of the Company's international tax strategy and favorable changes in the
geographic mix of the total Company's earnings. The Company expects that the
annual tax rate will be 31.0%. However, the rate could fluctuate depending on
where the Company earns income geographically, and, if the Company incurs
non-benefitable losses in certain jurisdictions, the rate could increase.


                                       16
<PAGE>   17
Reebok Brand Backlog of Open Orders

The Reebok Brand backlog (including Greg Norman Collection apparel) of open
customer orders scheduled for delivery during the period April 1, 2001 through
September 30, 2001 decreased .3% as compared to the same period last year. On a
constant dollar basis, worldwide Reebok Brand backlog increased 4.4%. Backlog
excludes the new NFL licensing agreement. U.S. backlog for the Reebok Brand,
increased 7.7%. U.S. footwear backlog increased 6.1% and U.S. apparel backlog
(including Greg Norman Collection apparel) increased 17.8% as compared to the
same period last year. In reported dollars European backlog declined 7.5%,
however, in constant dollars the European backlog increased 2.1%. This
illustrates the significant decline in the value of the Euro and British Pound
Sterling as compared to the United States Dollar. In constant dollars, European
footwear increased 8.1% , however, European apparel decreased 3.4%. All of the
apparel backlog decline is attributable to a change in the timing and nature of
the apparel seasons in the Company's U.K. market. Last year the U.K. subsidiary
had four seasonal introductions and this year it has three. This has resulted in
a change in the timing of the order intake so that while the Company expects to
grow its U.K. apparel business for the full year of 2001, the U.K. apparel
backlog compared to last year declined 19.4%. Adjusting for this change in the
booking patterns in the U.K. - on a proforma basis - the Reebok Brand backlog
increased 5.3% in constant dollars.


Orders scheduled for delivery for the period April 1 through September 30 are as
follows for the Reebok Brand:

<TABLE>
<CAPTION>
                                                    Proforma (*)
                          Percentage Change      Percentage Change
                             2001/2000               2001/2000
                             ---------               ---------
                        Reported    Constant    Reported    Constant
                        Dollars     Dollars      Dollars     Dollars
                        -------     -------      -------     -------
<S>                     <C>         <C>          <C>         <C>
U.S.A.
Footwear                 + 6.1%      + 6.1%       +6.1%      + 6.1%
Apparel                  +17.8%      +17.8%      +17.8%      +17.8%
  Total Domestic         + 7.7%      + 7.7%       +7.7%      + 7.7%

Europe:
Footwear                  - 1.9%     + 8.1%       -1.9%      + 8.1%
Apparel                   -12.6%     - 3.4%      - 8.8%      +  .7%
  Total Europe            - 7.5%     + 2.1%      - 5.4%      + 4.3%


Total Reebok Brand:
Footwear                  + 2.2%     + 5.6%       +2.2%      + 5.6%
Apparel                   - 6.0%     + 1.4%       -3.1%      + 4.5%
  Total Reebok Brand       - .3%     + 4.4%       + .6%      + 5.3%
</TABLE>

(*) Adjusted to reflect the change in UK apparel seasons

These backlog comparisons are not necessarily indicative of future sales trends.
Many customer orders are cancelable, sales by Company-owned retail 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 since sales are
made by independent distributors and the ratio of orders booked early to at-once
shipments can vary from period to period.


                                       17
<PAGE>   18
Liquidity and Sources of Capital

At March 31, 2001, the Company's working capital was $775.9 million as compared
with $651.3 million at March 31, 2000. The current ratio at March 31, 2001 was
2.6 to 1, as compared to 2.0 to 1 at December 31, 2000 and March 31, 2000. For
the twelve months ended March 31, 2001, cash decreased $128.9 million, as the
result of debt payments of approximately $199.5 million which were made in the
last nine months of 2000. On February 28, 2001 the Company sold $250.0 million
of 20-year Convertible Debentures in the private placement market. The sale was
completed with a coupon rate of 4.25%, payable in cash semi-annually. The
Debentures are convertible into shares of Reebok Common Stock at a price of
$38.56. The Company utilized the proceeds to pay off its outstanding term loan
which would have become due during the remainder of 2001 and 2002. As a result,
the Company's next significant scheduled debt repayment is not until September,
2005.

Inventory increased by $45.7 million or 12.3% from March 31, 2000. This is in
line with the Company's plan to build inventories in anticipation of market
requirements. The Company's global inventory position is in line with its plans
and it does expect a slight improvement in inventory turns for 2001 despite an
overall increase in its inventory levels. Accounts receivable decreased by $6.6
million from March 31, 2000, a decrease of 1.1%.

Cash used for operations during the first three months of 2001 was $156.9
million, as compared to $51.0 million during the first three months of 2000.
Cash used for investing activities was $11.9 million as a result of the
Company's $11.4 million purchase of selected assets of LogoAthletic. Included in
the assets purchased were inventory, equipment, facility leases and the rights
to Logo's trademarks. This was partially offset by the proceeds of $3.2 million
from the sale of certain assets. Capital expenditures for the three months ended
March 31, 2001 were $3.7 million. Cash generated from operations during the
balance of 2001, together with the Company's existing and available credit
lines, other financial resources and ability to access capital markets given the
Company's existing credit ratings, are expected to adequately finance the
Company's current and planned 2001 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 above and under the caption entitled Issues and
Uncertainties included in the Company's Annual Report on Form 10-K 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.

                                       18
<PAGE>   19
                           PART II - OTHER INFORMATION

Item 1

None

Item 2

On February 28, 2001 Reebok completed a private offering of $250,000,000 of its
4 1/4% Convertible Debentures due March 1, 2021, for aggregate net proceeds of
approximately $244,541,000. The debentures have an annual coupon rate of 4 1/4%,
payable in cash semi-annually. The debentures are convertible into shares of
Reebok common stock at a price of $38.56. The net proceeds were used for working
capital and general corporate purposes and to repay Reebok's borrowings under
the term loan portion of its credit facility. This transaction was completed
without registration in reliance upon section 4(2) of the Securities Act. The
debentures were initially sold to Credit Suisse First Boston for resale to
qualified institutional buyers pursuant to Rule 144A under the Securities Act.

Item 3

None

Item 4

None

Item 5

None

Item 6

(a)   Exhibits


      4.1  Indenture between the Company and State Street Bank and Trust Company
           dated as of February 28, 2001, filed March 27, 2001 as an exhibit to
           the Company's Registration Statement on Form S-3, number 333-57704,
           and incorporated by reference herein.

      4.2  Registration Rights Agreement dated as of February 28, 2001 between
           the Company and Credit Suisse First Boston Corporation, filed March
           27, 2001 as an exhibit to the Company's Registration Statement on
           Form S-3, number 333-57704, and incorporated by reference herein.


(b)   Current Reports on Form 8-K

      The Company did not file any Current Reports on Form 8-K for the quarter
      ended March 31, 2001.


                                       19
<PAGE>   20
                                    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.


Dated:  May 15, 2001




                                    REEBOK INTERNATIONAL LTD.

                              BY:   /s/ KENNETH WATCHMAKER
                                    -------------------------
                                    Kenneth Watchmaker
                                    Executive Vice President and
                                    Chief Financial Officer

                                       20