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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 9, 2006
THE TIMBERLAND COMPANY
(Exact name of Registrant as Specified in Charter)
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DELAWARE
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1-9548
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02-0312554 |
(State or Other Jurisdiction
of
Incorporation)
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(Commission File
Number)
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(I.R.S.
Employer
Identification No.) |
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200 Domain Drive, Stratham,
NH
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03885 |
(Address of Principal Executive Offices)
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(Zip Code) |
(603) 772-9500
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-
2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-
4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On February 9, 2006, The Timberland Company (referred to as Timberland, Company, we,
our, or us) issued a press release setting forth the Companys fourth-quarter and fiscal year
2005 results. A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
The attached press release includes a discussion of constant dollar revenue growth and diluted
earnings per share excluding restructuring and related costs and diluted EPS excluding
restructuring and related costs and including stock-based employee compensation costs, which are
non-GAAP measures, and a reconciliation of each to a GAAP measure. We provide constant dollar
revenue growth for total Company and international results because we use the measure to understand
revenue growth excluding any impact from foreign exchange rate changes. We provide diluted
earnings per share excluding restructuring and related costs because we use the measure to
understand earnings excluding non-recurring costs. We provide diluted EPS excluding restructuring
and related costs and including stock-based employee compensation costs to provide comparability to
future reported results that will include stock-based compensation costs as prescribed by SFAS
123R.
Item 8.01. Other Events.
On February 9, 2006, Timberland issued a press release announcing that it has authorized the
repurchase of up to an additional six million shares of the Companys Class A Common Stock.
A copy of our press release dated February 9, 2006 is attached hereto as Exhibit 99.2 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The Company hereby furnishes as Exhibit 99.1 to this report our press release dated February
9, 2006 setting forth the Companys fourth-quarter and fiscal year 2005 results and furnishes as
Exhibit 99.2 to this report our press release dated February 9, 2006 announcing the repurchase of
up to an additional six million shares of the Companys Class A Common Stock.
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Exhibit Index
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Exhibit No. |
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Description |
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99.1
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Press release of The Timberland Company issued on February 9, 2006 setting forth the
Companys fourth-quarter and fiscal year 2005 results. |
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99.2
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Press release of The Timberland Company issued on February 9, 2006
announcing the repurchase of up to an additional six million shares of
the Companys Class A Common Stock. |
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SIGNATURES
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 hereunto duly authorized.
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THE TIMBERLAND COMPANY
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Date: February 9, 2006 |
By: |
/s/ John Crimmins
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Name: |
John Crimmins |
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Title: |
Vice President, Corporate Controller and
Chief Accounting Officer |
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