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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended March 28, 2003

OR

For the transition period from                               to                              

Commission File Number 1-9548

The Timberland Company

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (603) 772-9500

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        On April 25, 2003, 28,388,284 shares of the registrant's Class A Common Stock were outstanding and 7,486,185 shares of the registrant's Class B Common Stock were outstanding.

THE TIMBERLAND COMPANY

FORM 10-Q

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

THE TIMBERLAND COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

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THE TIMBERLAND COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Dollars in Thousands, Except Per Share Data)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

2

THE TIMBERLAND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands, Except Per Share Data)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

3

THE TIMBERLAND COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)

See accompanying notes to condensed consolidated financial statements.

4

THE TIMBERLAND COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)

1.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain the adjustments necessary to present fairly The Timberland Company's (the "Company") financial position, results of operations and changes in cash flows for the interim periods presented. Such adjustments consist of normal recurring items. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K, for the year ended December 31, 2002.

2.

The results of operations for the three months ended March 28, 2003 are not necessarily indicative of the results to be expected for the full year. Historically, the Company's revenue has been more heavily weighted to the second half of the year.

3.

Dilutive securities included in the calculation of diluted weighted-average shares were 674,204 and 893,320 for the first quarter of 2003 and 2002, respectively. Anti-dilutive securities excluded from the calculation of diluted weighted-average shares were 976,284 and 693,082 for the first quarter of 2003 and 2002, respectively.

4.

In the second quarter of 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations." The Company adopted this statement effective January 1, 2002. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. Accordingly, in the first quarter of 2002, the Company recognized a cumulative effect of a change in accounting principle gain of $4,913 ($0.13 per share diluted and basic) for the unamortized balance of the excess of fair value of net assets over cost as of December 31, 2001.

5.

The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets" effective January 1, 2002. SFAS No. 142 requires the cessation of goodwill amortization and, instead, the carrying value of goodwill will be evaluated for impairment on an annual basis. During 2002, the Company completed its annual impairment test and determined that no impairment of reported goodwill had occurred. The Company will perform its 2003 annual impairment test as of June 27, 2003.

Information regarding the Company's other intangible assets follows:

Amortization expense for the first quarter of 2003 and 2002 was $317 and $283, respectively. The estimated amortization for existing intangible assets as of March 28, 2003, for each of the five succeeding fiscal years, is as follows: 2003: $1,275; 2004: $1,062; 2005: $806; 2006: $506; and 2007: $176.

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6.

In the normal course of business, the financial position and results of operations of the Company are routinely subject to currency rate movements on non-U.S. dollar denominated assets, liabilities and income as the Company purchases and sells goods in local currencies. Derivative instruments, specifically forward contracts, are used by the Company in its hedging of forecasted foreign currency transactions, typically for a period not greater than 24 months. Those derivative instruments are viewed as risk management tools and are not used for trading or speculative purposes. As of March 28, 2003, the Company had forward contracts maturing at various dates through March, 2004 to buy and sell the equivalent of approximately $145,000 in foreign currencies at contracted rates. As of March 29, 2002, the Company had forward contracts maturing at various dates through 2004 to buy and sell the equivalent of approximately $133,000 in foreign currencies at contracted rates. The increase in the value of contracts held at March 28, 2003, compared with March 29, 2002, is principally a result of the growth in the International business. For the quarters ended March 28, 2003 and March 29, 2002, the Company recorded, in its income statement, after tax hedging (losses)/gains of $(4,234) and $1,622, respectively.

7.

On March 28, 2003, the Company had $9,116 in derivative liabilities on its balance sheet. On December 31, 2002, the Company had $12,514 in derivative liabilities on its balance sheet. These amounts reflect the fair value of the Company's foreign exchange contracts, which hedge forecasted future economic exposure, as measured in accordance with SFAS No. 133. The fair value of the contracts is a liability when the value of the dollar, compared with another currency, is weaker than the Company's current contract rates and is an asset when the value of the dollar is stronger than the Company's current contract rates. The offset to the liabilities and assets is in other comprehensive income/(loss). The Company estimates that the $9,116 in derivative liabilities on its balance sheet as of March 28, 2003 will be reclassified to earnings in 2003.

8.

Comprehensive income for the three months ended March 28, 2003 and March 29, 2002 follows:

For the quarters ended March 28, 2003 and March 29, 2002, the after tax hedging (losses)/gains reclassified to earnings were $(4,350) and $1,111, respectively.

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9.

Business segment revenue, income/(loss) before income taxes, total assets and goodwill for the three months ended March 28, 2003 and March 29, 2002 follow:

For the Three Months Ended March 28, 2003 and March 29, 2002

The 2002 goodwill amounts exclude the unamortized balance of the excess of fair value of net assets over cost, as discussed in Note 4. A discussion of segment revenue and profitability is contained in Management's Discussion and Analysis of Financial Condition and Results of Operations.

10.

Inventory consisted of the following:

11.

In March 2003, the Company issued 55,000 restricted shares of Class A Common Stock under the Company's 1997 Incentive Plan, as amended. These shares are subject to restrictions on sale and transferability, a risk of forfeiture and certain other terms and conditions. These restrictions lapse equally over the next three years. Upon issuance of this stock, based upon the market value of the shares at the date of the grant, deferred compensation was charged to stockholders' equity for the restricted shares. The weighted-average fair value of these shares was $38.19.

12.

The effective tax rate for the three months ended March 28, 2003 and March 29, 2002 was 35.0% and 35.5%, respectively. During the fourth quarter of 2002, the Company adjusted its full year effective tax rate to 35.0%, equal to the estimated rate for 2003.

13.

On May 16, 2002, the Company's Board of Directors approved an additional repurchase of up to 4,000,000 shares of the Company's Class A Common Stock. The Company has repurchased 1,859,300 shares under this new authorization. The Company may use repurchased shares to offset shares that may be issued under the Company's stock-based employee incentive plans, or for other purposes.

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14.

The Company applies Accounting Principles Board ("APB") Opinion No. 25 and related interpretations in accounting for its stock plans. The Company follows SFAS No. 123 "Accounting for Stock-Based Compensation" and SFAS No. 148 "Accounting for Stock-Based Compensation-Transitional and Disclosure-An Amendment of FASB Statement No. 123" for disclosure purposes. SFAS No. 148, issued in December 2002, provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require disclosures in the annual and interim financial statements regarding the accounting method for stock-based compensation and the effect of the method used on reported results.

In the Company's condensed consolidated financial statements, no compensation cost has been recognized for stock option grants issued under any of the Company's stock option plans. Had compensation cost for stock option grants issued been determined under the fair value method of SFAS No. 123, the Company's net income, basic and diluted earnings per share for the quarters ended March 28, 2003 and March 29, 2002 would have been:

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        The fair value of each stock option granted in the first quarter of 2003 and 2002 under the Company's plans was estimated on the date of the grant using the Black-Scholes option pricing model. The following weighted-average assumptions were used to value grants issued under the plans in the first quarter of 2003 and 2002, respectively: expected volatility of 41.9% and 50.2%; risk-free interest rates of 1.7% and 3.1%; expected lives of 4.5 and 4.5 years; and no dividend payments. The weighted-average fair values per share of stock options granted during the first quarter of 2003 and 2002 were $14.18 and $15.74, respectively.

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(Unaudited)

        The following discusses The Timberland Company's (the "Company") results of operations and liquidity and capital resources. This discussion, including known trends and uncertainties identified by management, should be read in conjunction with the condensed consolidated financial statements and related notes. Included is a discussion and reconciliation of total Company and International revenue growth to constant dollar revenue growth. Constant dollar revenue growth, which excludes the impact of changes in foreign exchange rates, is not a Generally Accepted Accounting Principle ("GAAP") performance measure. It is used by the Company in its analysis of its financial condition and results of operations.

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires assumptions and estimates that affect the reported amounts of assets and liabilities, disclosures in the financial statements and related notes and the reporting of revenue and expenses. The accompanying management discussion is based upon a consistent application of accounting policies and methodology in developing assumptions and estimates. The Company believes that the estimates, assumptions and judgments involved in applying the critical accounting policies described in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Company's Annual Report on Form 10-K, for the year ended December 31, 2002, have the greatest potential impact on the Company's financial statements. Because of the uncertainty inherent in these matters, actual results could differ from the estimates used in applying these critical accounting policies. Currently, the Company is not aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

RESULTS OF OPERATIONS

Revenue

        Overview

        Total Company revenue for the first quarter of 2003 was $271.0 million, an increase of $45.3 million, or 20.1%, compared with the $225.7 million in revenue reported for the first quarter of 2002. The Company's International business contributed $33.1 million of the increase, of which $18.8 million was related to favorable foreign currency impacts, primarily from the strengthening of the euro. Total Company constant dollar revenue growth was 11.8% in the first quarter of 2003, compared with the prior year, primarily driven by growth across the major markets in Europe, as well as growth in Asia. Domestically, revenue increased 9.8%, with U.S. Wholesale revenue increasing 15.2% and U.S. Consumer Direct decreasing 4.5%. Within the U.S. Wholesale business, double-digit increases in both footwear and apparel and accessories drove the increase, impacted by positive retailer response to Spring product offerings and weather trends favorable to the Company in the northeastern region of the United States. The decline in U.S. Consumer Direct revenue was primarily due to the continuing overall weakness in the U.S. retail climate and a promotional market environment.

        Segments

        Domestic revenue, comprised of the U.S. Wholesale and U.S. Consumer Direct segments, for the first quarter of 2003 was $136.8 million, an increase of $12.2 million, or 9.8%, compared with the same period in 2002. Domestic revenue represented 50.5% of total revenue for the first quarter of 2003, compared with 55.2% for the first quarter of 2002. The U.S. Wholesale segment revenue increased 15.2% in the first quarter of 2003, compared with the same period in 2002, primarily due to growth in

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footwear unit sales and, to a lesser degree, growth in apparel and accessories unit sales. These increases were principally a result of positive retailer response to Spring product offerings and weather trends favorable to the Company in the northeastern region of the United States. The U.S. Consumer Direct segment revenue decreased 4.5%, compared with the same period in 2002. On a comparable store basis, domestic retail sales decreased 4.3%. The decrease in revenue compared with the prior year was primarily due to a decline in apparel and accessories unit sales and, to a lesser degree, lower average selling prices. The unit sales decline was primarily due to the continuing overall weakness in the U.S. retail climate and a promotional market environment. The decline in average selling prices was predominantly due to mix of merchandise sold. Despite the revenue decline, the Company's focus on enhancing profitability at current store locations improved U.S. Consumer Direct profit margins.

        International segment revenue for the first quarter of 2003 was $134.2 million, an increase of $33.1 million, or 32.8%, compared with the first quarter of 2002. On a constant dollar basis, International revenue increased 14.2%, compared with the same period in 2002. The increase in revenue over the prior year was driven by the impact of foreign exchange and unit volume increases in the European wholesale channel, primarily in footwear and, to a lesser degree, apparel and accessories. Geographically, constant dollar revenue increases were driven by double-digit gains in the Company's major European markets, along with mid single-digit growth in Asia. International revenue comprised 49.5% of total revenue for the first quarter of 2003, compared with 44.8% for the first quarter of 2002.

        Products

        Worldwide footwear revenue for the first quarter of 2003 was $193.7 million, an increase of $31.1 million, or 19.1%, compared with the same period in 2002. The increase was primarily attributable to U.S. Wholesale unit sales, the impact of foreign exchange and, to a lesser degree, European wholesale unit sales. In total, footwear unit sales increased 13.3% and footwear average selling prices increased 5.1%, compared with the prior year. The increase in footwear average selling prices was principally due to the impact of foreign exchange. By category, worldwide increases in Men's and Women's Casual, Kids, the Timberland PRO™ series and Boots were minimally offset by a decrease in Outdoor Performance. Worldwide footwear revenue represented 72.4% and 73.2% of total product revenue for the first quarters of 2003 and 2002, respectively.

        Worldwide apparel and accessories revenue for the first quarter of 2003 was $73.7 million, an increase of $14.0 million, or 23.5%, compared with the same period in 2002. The increase was attributable to the impact of foreign exchange, U.S. Wholesale double-digit revenue increases in the Tree apparel line, the rollout of the Timberland PRO™ series apparel and European unit sales increases, partially offset by a decline in U.S. Consumer Direct. In total, apparel and accessories unit sales increased 11.3% and average selling prices increased 10.9% over the same period last year. As with footwear, the increase in average selling prices was driven by the impact of foreign exchange. Worldwide apparel and accessories revenue represented 27.6% and 26.8% of total product revenue for the first quarters of 2003 and 2002, respectively.

        Channels

        Worldwide wholesale revenue for the first quarter of 2003 was $209.8 million, an increase of $41.4 million, or 24.6%, compared with the same period in 2002. The increase in revenue was primarily due to U.S. footwear unit sales growth, the impact of foreign exchange and, to a lesser degree, increases in European unit sales and U.S. apparel and accessories unit sales.

        Worldwide revenue from Company-owned retail and factory stores, along with the Company's e-commerce business, for the first quarter of 2003 was