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.

         Currently, the athletic footwear and apparel industry is experiencing
some shift in consumer preference away from athletic footwear to "casual"
product offerings. This change in preference has adversely affected the
Company's business, 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 and how significant the
adverse impact of the shift in consumer preference will be on the Company's
business. 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 in this Exhibit.

         The Company has received initial positive feedback from retailers and
customers regarding its DMX product line. However, whether this technology will
be successful 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 in this Exhibit.

         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 and the GREG
NORMAN Collection.

         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.

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. There can be no assurance
that this trend will continue. In addition, because of the shift in the
marketplace and the resulting over-inventoried promotional retail environment,
the Company's full-margin business has decreased and the Company has encountered
increased returns and cancellations from retailers, which have adversely
affected its margins. 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. The recent slowdown at retail has resulted in higher cancellations
and returns.

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. Recently, 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 is in the
process of eliminating or restructuring certain of its marketing contracts that
no longer reflect Reebok's brand positioning.

Retail Operations

         The Company currently operates approximately 150 retail stores in the
U.S. 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.

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
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

         In connection with the Company's Dutch Auction share repurchase in
1996, the Company incurred $640 million in additional debt to finance the
repurchase of shares (as of September 30, 1998, the outstanding balance of such
debt was approximately $428 million) and has a $400 million revolving credit
line (as of September 30, 1998, there were no borrowings outstanding under the
revolving credit line). As a result of this indebtedness, the Company currently
faces significantly increased interest expense and debt amortization, as
compared to the past. 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. As of September 30, 1998, the Company amended
its credit arrangements to relax its debt to operating cash flow ratio.

         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 1998. 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.

         In June 1998, two credit rating agencies, Standard & Poor's Rating
Group and Moody's Investors Service, Inc., put the Company on "credit watch"
with negative implications, which indicates that these agencies are reviewing
the Company's financial condition to determine whether its current credit
ratings are still appropriate or whether the ratings should be lowered. No
determination has yet been made by either credit agency. If the Company's credit
ratings were lowered, it may be more difficult for the Company to borrow and the
costs of borrowing would increase, including the costs the Company incurs under
some of its existing credit arrangements.

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.
In 1997 and in the first nine months of 1998, the Company's international sales,
gross margins and profits were 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 are scheduled to adopt a single currency called the euro. On this
date, fixed conversion rates between the existing currencies of these countries
("legacy currencies") and the euro will be established and thereafter the euro
will trade 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.

         The Company has made the necessary changes in its internal and banking
systems in Europe to accommodate introduction of the euro and will be prepared
to make and receive payments in Europe using the euro effective as of January 1,
1999. 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.

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 growth
of 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 excess inventory which they are attempting to
sell off. This over-inventoried, promotional environment has made it more
difficult for the Company to sell its products and has negatively impacted the
Company's gross margins. Domestically, a general decline in overall consumer
confidence combined with an economic slowdown has also resulted in sales
declines.

         The current 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 and in Russia.

Tax Rate Changes

         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.

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. In addition, 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 from such restructuring activities. For
example, the Company is currently consolidating its warehouses in Europe. Such
consolidation should enable it to achieve efficiencies and improve logistics.
However, in the short-term, such benefits may not be achieved and if
difficulties arise in effecting such consolidation, the Company could have
excess inventory or a decline in sales.

         The Company is also in the process of eliminating or restructuring
certain of its underperforming marketing contracts. There can be no assurance
that the Company will be able to successfully restructure such agreements or
achieve the cost savings anticipated.


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 substantially all legacy systems. The
Company presently believes that, with modifications to existing software and
converting to SAP software and other packaged software, the year 2000 will not
pose significant operational problems for the Company's computer systems.
However, if the modifications and conversions 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. In
addition, in converting to SAP software, the Company is relying on its software
partner to develop and support new software applications and there could be
problems in successfully developing and implementing such new applications. The
Company is the first in the apparel and footwear industry to implement this new
software application and, because of the year 2000 time restraints, the schedule
for implementation is accelerated. Thus, there are substantial risks that
problems could arise in implementation or that the system may not be fully
effective by the end of 1999. Finally, 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 hold to the
schedule defined for SAP and other package conversion; 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.