Item 1.   Business.

GENERAL     —    Reebok International Ltd. is a global company that designs and markets sports and fitness products, including footwear, apparel, equipment and accessories (Reebok International Ltd. is referred to herein, together with its subsidiaries, as "the Company," "we," "our" and "us," unless specified otherwise). We also design and market casual footwear, apparel and accessories for non-athletic use.

        We design, market and sell products under a number of brands, of which the principal brands are:

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The Reebok® Brand ("Reebok"), which encompasses our Reebok-branded products and our sports licensing business, including our National Football League, National Basketball Association, National Hockey League and Major League Baseball-branded products;



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The Rockport® brand, which is owned by our subsidiary The Rockport Company, LLC ("Rockport");



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The Ralph Lauren® and Polo® footwear brands, which are licensed by our subsidiary Ralph Lauren Footwear Co., Inc. ("Ralph Lauren Footwear");



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The Greg Norman® brand, which is licensed by our Greg Norman Division for use in our Greg Norman Collection ("Greg Norman Collection"); and



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The CCM®, JOFA® and KOHO® brands, which we acquired in 2004 through our acquisition of The Hockey Company.

        Our revenues are derived principally from the wholesale distribution of our products to selected athletic specialty stores and other higher-end retail shops, as well as to sporting goods stores, moderate and better department stores, and shoe stores. To reinforce and further capitalize on the reputation of our brands, we also pursue opportunities to license our trademarks and other intellectual property to third parties for use on equipment, apparel, accessories, sporting goods, health clubs and related products and services.

        During 2004 our net income increased to $192.4 million, or $3.05 per diluted share, from $157.3 million, or $2.43 per diluted share, for 2003. Our net sales increased by 9% to $3.785 billion in 2004 from $3.485 billion in 2003.

        Reebok International Ltd. is a Massachusetts corporation that was organized on July 26, 1979. Our world headquarters are located in Canton, Massachusetts.

        Reebok's filings with the Securities and Exchange Commission, including our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and amendments to such reports, are accessible free of charge on our website at www.reebok.com.

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THE REEBOK BRAND     —    Our Reebok Brand designs and markets sports, fitness and casual footwear, apparel, equipment and accessories. The Reebok Brand also includes our sports licensing business. Our Reebok Brand products also include footwear and apparel for children sold under the Reebok Brand as well as the Weebok® brand, which we license to a third party. Following our acquisition of The Hockey Company in 2004, we have expanded our Reebok-branded products to include hockey skates, sticks, helmets, equipment and hockey-related apparel. The Reebok Brand's mission is to enroll global youth through sports, music and technology.

Product Lines

        During 2004 we organized our Reebok Brand business around integrated product development and marketing teams focused on each of three main product lines: Rbk®; Performance; and Classic. Each of these product lines features product offerings for men, women and children that are designed for specific consumer groups, and each line is supported by targeted marketing and advertising initiatives. In February 2005 the Reebok Brand introduced its comprehensive new advertising campaign, "I Am What I Am." This campaign, which celebrates authenticity and individuality in sports and life, will be the cornerstone of Reebok's Brand positioning and will flow through the marketing of each of our Rbk, Performance and Classic lines. One of the Reebok Brand's product initiatives during 2005 will be incorporating our inflatable shoe technology, The Pump®, into a new selection of products.

Rbk

        Reebok's Rbk product collection features footwear, apparel and accessories designed to appeal to young, fashion-oriented consumers. Rbk represents the fusion of sports, music and fashion, and incorporates cutting-edge fashion and technology into performance products that are relevant to today's youth culture. During 2004 we began to expand our Rbk platform into a broader initiative that includes performance products that incorporate our leading technologies, as well as classic and lifestyle products for both men and women. We introduced Rbk products in multiple categories including basketball, running, training, tennis and boots designed for both the suburban and urban consumer. Throughout 2005 we plan to continue to broaden our Rbk product collection by introducing additional performance categories and product offerings to our Rbk collection, including products featuring our Pump inflation technology. During 2005 we also plan to introduce a line of Rbk-branded basketballs, footballs, soccer balls and volleyballs, which will be available at sporting goods retailers. The Hockey Company will also introduce Rbk-branded hockey skates, sticks, helmets, equipment and hockey-related apparel at retail during 2005.

        During 2004 we utilized the "Sounds and Rhythm of Sport" marketing platform for Rbk, which emphasizes the connection between sport, music, fashion and entertainment in youth culture. Our Rbk footwear products include the "S. Carter Collection by Rbk," the signature footwear collection of hip-hop star Jay-Z, and the "G-Unit® Collection by Rbk," the signature footwear collection of hip-hop artist 50 Cent. Both of these collections experienced strong sales growth during 2004 and successful new product launches. During 2004 we expanded the S. Carter Collection to include the S. Carter

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Tennis shoe as well as basketball and casual footwear, and we added cross training product to our G-Unit collection, introducing the G-Unit XT cross trainer. In addition, for the 2004 holiday season we expanded our G-Unit collection by introducing the G-Unit Boot. We plan to evolve this platform in 2005 to address a broader base of consumers with our "I Am What I Am" marketing campaign.

        Our Rbk line also includes products designed and marketed under our relationship with National Basketball Association (NBA) star Allen Iverson of the Philadelphia 76ers. We market a signature line of footwear and apparel bearing Iverson's endorsement, and we have the right to use his name and image throughout his playing career and beyond. Our Iverson™ products include the I3® basketball footwear and apparel collection, as well as our Off the Clock™ Signature Collection, which features footwear that reflects Iverson's off-court lifestyle. We believe Iverson's performance on court as well as his compelling lifestyle and attitude resonate with Rbk consumers. In November 2004 we launched the Answer 8, Iverson's newest game shoe, to coincide with the start of the 2004-05 NBA season. At the 2005 NBA All-Star game Iverson showcased our The Pump inflation technology, setting the stage for the introduction of a new Iverson shoe in the second half of 2005 that will feature our latest The Pump technology, The Pump 2.0.

        Our Rbk product line also includes our Above the Rim® (ATR®) basketball collection of footwear, apparel and accessories. In 2004 we promoted our ATR products with endorsements from NBA stars Baron Davis of the Golden State Warriors and Steve Francis of the Orlando Magic. During 2004 we updated the styling of our ATR footwear, featuring more aggressive upper patterns, new materials and cutting-edge midsoles. In February 2005 we introduced our new ATR The Pump basketball footwear, which features our The Pump inflatable custom fit technology, at the 2005 NBA All Star Game. Our ATR The Pump shoe is now being worn on court by a number of NBA players, including Yao Ming of the Houston Rockets, Peja Stojakovic of the Sacramento Kings, Baron Davis and Steve Francis. In February 2005 we also introduced at retail the ATR Clear Out and ATR 5 Star, which feature our new DMX Micro cushioning technology.

        We continued to emphasize grassroots marketing in 2004 to promote our Rbk products and enhance Rbk brand awareness, particularly among young consumers. During 2004 we placed marketing teams in 18 cities throughout the United States that are focused on enhancing our street awareness and targeting our marketing message to the places where our consumers live and play. As part of our effort to connect with young consumers, our Rbk-branded products are featured in the latest releases of basketball and football video games released by EA Sports. In 2004 we also sponsored the Entertainers Basketball Classic (EBC) tournament at Rucker Park, the premier street basketball competition in the U.S., in connection with which we seeded certain of our ATR basketball products. We have agreed to continue this sponsorship through 2007. We sponsor several high-profile amateur basketball tournaments in the United States, including the elite Reebok ABCD Basketball Camp. We believe these camps significantly enhance our Brand's visibility with elite high school basketball players who are trend-setters among American youth. In Summer 2004 we marketed our ATR collection in conjunction with the 2004 Reebok ABCD Camp, which features approximately 400 of the most elite high school basketball players in the U.S. During 2004 we ran a national print advertising campaign featuring the Reebok ABCD Camp. Also during 2004 we sponsored the two

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leading high school basketball all-star games in the U.S., the EA Sports Roundball Classic and the McDonald's High School All-America game. Internationally, we sponsored the Reebok Eurocamp and the Reebok Big Men Camp, which featured the top basketball players in Europe, as well as two NBA-run camps in Africa and Asia called Basketball without Borders. We plan to continue our emphasis on innovative grassroots marketing for Rbk in 2005.

        We distribute our Rbk products through a limited number of authorized Rbk retailers, including athletic specialty retailers, independent retailers located primarily in urban areas and select sporting goods retailers. During 2005 we plan to expand the number of retailers within these channels that carry our Rbk products. Our distribution strategy is focused on those retailers at which younger, fashion-oriented consumers tend to shop, and which we believe will enhance the retail presence of our Rbk products. We operate a company-owned Rbk concept store in Philadelphia that features our Iverson and other Rbk products in an atmosphere that combines music, sports and entertainment with fashion. In addition, during 2004 we opened our Rbk store in West Hollywood, California, which features a 3,300-square foot retail store, a VIP lounge and a product showroom that converts to a screening room, and which is designed to showcase Rbk's dynamic fusion of sports, music, entertainment and technology.

Performance

        The products in Reebok's Performance line are designed for, and marketed to, athletic consumers who seek performance from their footwear, apparel and accessories. The Performance line includes products designed for basketball, running, fitness, football, baseball, soccer, tennis and other sports. Our Performance products incorporate technological features such as our The Pump inflation technology, our DMX® footwear cushioning technology, our 3D Ultralite footwear material and our Play Dry® moisture management systems. Performance products are also designed to reflect a sense of fashion and style.

        Included in the Performance line are apparel and footwear products designed and marketed under the licensing agreements we entered into during 2001 with the National Football League (NFL) and the NBA. Our Performance line also includes footwear designed and marketed under the license agreement we entered into in February 2004 with Major League Baseball (MLB) and apparel designed and marketed under The Hockey Company's license agreement with the National Hockey League (NHL). These agreements and our NFL®, NBA®, MLB® and NHL® products are described below under the heading "Sports Licensing."

        The cornerstone of our Performance category is our Premier Series of performance-oriented products designed for serious runners. We introduced the Premier Series in 2003 with the goal of re-establishing Reebok with our heritage as an authentic running shoe brand. Premier Series running shoes are designed for technical performance and incorporate features such as our DMX Foam and DMX Shear cushioning technology and our Play Dry moisture management system. The Premier Series was launched in the running specialty channel, which we believe is critical to re-building the authenticity of our Brand with runners. During 2004 our marketing for the Premier Series of running

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products focused primarily on print advertising in running periodicals and grassroots marketing at running events, including our Reebok Running Mobile Running Tour that brought the mobile Reebok Running Zone vehicles to major running events and select athletic retailers nationwide. Also during 2004, Reebok's grassroots Local Heroes program sponsored top race participants in communities throughout the U.S. In 2005 we plan to continue our emphasis on building our running business in the United States and internationally. In early 2005 we sponsored the Rbk Boston Indoor Games, one of the leading indoor track meets in the U.S., and in April 2005 we will sponsor the Paris Marathon. Also during 2005 we plan to launch a fully integrated new grassroots marketing initiative for our Performance running products that will be focused on the key running specialty channel of distribution. During 2005 we plan to build on the success of the Premier Series by introducing three new running product collections related to the Premier Series called the Vision, Aztec and Versatec collections , which we plan to segment by distribution channel in the athletic specialty, sporting goods and department store channels, respectively, in order to meet consumer needs in each channel.

        During 2004 we entered into a new license agreement with the NBA covering the Asia Pacific market. In October 2003 Reebok entered into a multi-year endorsement agreement with Houston Rockets star Yao Ming, a native of Shanghai, China. Our relationship with Yao is at the center of our efforts to develop the basketball apparel and footwear market in Asia. In 2004 we began working with the NBA to leverage our relationships with both Yao and the NBA as we develop an integrated marketing plan for China. In October 2004 Reebok sponsored the first NBA China Games, featuring pre-season games played in Beijing and Shanghai between Yao's Houston Rockets and the Sacramento Kings. Leading up to the NBA China Games we featured Yao in television, print and billboard advertising in China, as well as in an extensive public relations campaign. Also at the China Games, we debuted Yao's signature NBA High Post shoe. In addition, in June 2004 Reebok and Yao Ming worked together to build "Yao's House," a renovated outdoor basketball park in downtown Shanghai that is free to the public. During the Summer of 2004, Yao's House hosted a series of Reebok-supported basketball programs. We also sponsored a high school basketball league in China.

Classic

        Reebok's Classic lifestyle product line includes Classic originals—long-time consumer favorite Reebok footwear and apparel products—as well as more fashion forward, lifestyle collections that incorporate new technologies, fabrics and materials. Many of our Classic products feature "retro" styling that reflects distinctive design elements from past Reebok products. During 2004 we continued to focus on print advertising for our Classic products. In addition, we worked with a number of our customers on cooperative television advertising. We also promoted our Classic products in connection with the release of a new album by popular rap artist Twista.

        Our product and distribution strategy for our Classic line focuses on segmenting our products in those distribution channels that reflect the different types of consumers for whom our Classic product collections are intended, and on merchandising and assortment planning to ensure that our products are effectively presented at retail. For example, during 2004 we introduced high-end, fashion-forward Classic footwear products with targeted trend-setting retailers in New York and Los Angeles.

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Reebok Kids

        During 2004 Reebok renewed its focus on kids footwear. We believe that the Reebok Kids footwear business is important to establishing a relationship between our Brand and young consumers who we can cultivate as Reebok customers as they grow into adulthood. Our kids business includes both take-downs of Reebok's key adult initiatives as well as several kids-only concepts.

        During 2004, we introduced kids versions of S. Carter Collection and G-Unit Collection products such as the S. Carter Tennis shoe and the G-Unit Boot. Our 2004 Kids collection also included versions of our Iverson shoes, including the Answer 8, as well as take-downs of other popular adult shoes. During 2004 we also introduced three new footwear collections created specifically for kids: Sweets, Hard Wear and Classic Lights. Launched in Fall 2004, the Reebok Sweets collection, which we market as "eye-candy for your feet," is designed to appeal to fashion-forward "tween" girls between the ages of six and twelve, and features glitter, sparkles and rhinestone detailing in fun, feminine colors. The Hard Wear collection for boys, which we launched in Europe in 2003 and in the U.S. for back-to-school in 2004, features high abrasion resistant uppers and soles and double stitching for extra durability. Hard Wear shoes also feature a "Grow Through Guarantee," which assures parents that their kids will outgrow the shoes before the shoes are worn out. Finally, our Classic Lights collection offers classic-styled footwear that lights up. During 2004 we supported the launch of our Sweets collection with a print advertising campaign, and we supported the launch of both our Sweets and Classic Lights collections with online advertising campaigns as well as television advertising campaigns that we ran on Nickelodeon. We also ran gift with purchase promotions for our Sweets, Hard Wear and Classic Lights collections.

The Hockey Company

        The Hockey Company, which Reebok acquired in June 2004, is the world's largest designer, manufacturer and marketer of hockey equipment and related apparel. The Hockey Company's CCM, JOFA and KOHO brands are among the most widely recognized brands in hockey. During 2005 The Hockey Company will introduce at retail Rbk and Reebok-branded hockey skates, sticks, helmets, equipment and hockey-related apparel. The Hockey Company also designs, manufactures and markets recreational skates and other non-hockey products such as its Roger Edwards line of lifestyle apparel. The Hockey Company sells its products to a diverse customer base consisting of specialty retailers, sporting goods shops, mass merchandisers and international distributors. The Hockey Company's products are sold in approximately 45 countries.

        The Hockey Company has been a National Hockey League (NHL) licensee since 1967. Under a license agreement entered into in 2003, The Hockey Company is the exclusive supplier of hockey jerseys to every NHL team and on-ice official, and has the exclusive worldwide right to market and sell authentic and replica NHL jerseys until at least June 2015. As a result of the acquisition of The Hockey Company by Reebok, the Reebok Brand will also appear prominently on The Hockey Company's NHL apparel. The Hockey Company is also the exclusive supplier of helmets, pants, gloves, shoulder, shin and elbow protective equipment, jerseys and socks to all teams in the Canadian

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Hockey League (CHL). An estimated 54% of current NHL players have previously played in the CHL. The Hockey Company also has a strong international presence through sponsorship agreements with many of the major ice hockey organizations in the world, including the International Ice Hockey Federation, Ice Hockey Federation of Russia, Slovak Association of Ice Hockey, the German Ice Hockey Federation and the national teams of Finland, Sweden, Denmark, Norway and the Czech Republic. The Hockey Company has also entered into an on-ice equipment and apparel marketing and licensing deal with the U.S. based ECHL, under which it is the exclusive supplier of hockey sticks, helmets, visors, gloves, pants and protective equipment to all 28 ECHL teams, and of jerseys and socks to 10 ECHL teams. During 2004 The Hockey Company entered into a sponsorship agreement with the American Hockey League (AHL), which commenced at the start of the 2004-05 AHL season and established The Hockey Company as the exclusive supplier of hockey sticks, helmets, gloves and pants to 26 of the 28 AHL teams. Beginning with the 2005-06 season, The Hockey Company will also become the exclusive supplier of jerseys and socks to these teams. The Hockey Company's products are the most widely used by NHL players, which we believe highlights and reinforces the marketplace's view of the innovative nature and high quality of The Hockey Company's equipment and apparel.

        The Hockey Company's comprehensive line of ice and roller hockey equipment includes skates, protective equipment, hockey sticks and goaltender equipment. This line provides a wide range of choices for players at all levels of competition. The Hockey Company's products range from high performance products used by professionals in the NHL and other professional hockey leagues, to intermediate performance products used by players of all ages and skills, to entry-level products for the beginner. The Hockey Company's comprehensive line of hockey-related athletic apparel includes licensed hockey jerseys, team uniforms and socks, licensed and branded performance apparel, outerwear, headwear and activewear. The Hockey Company is also the world's largest manufacturer of team uniforms and socks worn by players in hockey leagues, camps, schools and associations. The Hockey Company's licensed and branded activewear lines include high quality fleece wear, pants, shirts, T-shirts, polo shirts, turtlenecks, outerwear and headwear embroidered with the NHL and NHL teams' logos, as well as the CHL and other league and team logos.

        The Hockey Company also offers its Comfort Series of recreational skates. These skates are designed for women and girls who seek a product that is warmer, more comfortable and more stylish than a traditional figure skate. This line of products fills a gap in the market for customers who seek an alternative to the traditional white skate. The Hockey Company's product line also includes its Classic Series of recreational and figure skates. The Comfort Series and the figure skates in the Classic Series are endorsed by 2002 Olympic pairs figure skating gold medallists Jamie Salé and David Pelletier.

        The Hockey Company also designs, manufactures and markets other non-hockey-related equipment, including alpine skiing and equestrian helmets.

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Sports Licensing

        In 2001 we entered into license agreements with the NFL and the NBA.

        Under our license agreement with the NFL, Reebok is the exclusive supplier of uniforms, sideline apparel and coaches' wear for all 32 NFL teams. In addition, Reebok has the right to associate Reebok-branded footwear products and the Reebok Brand with the NFL trademarks that are licensed to us. Reebok also has the exclusive right to manufacture and distribute NFL-branded replica jerseys, headwear (other than football helmets), footwear and gloves in all channels of distribution. In addition, we are the exclusive distributor of NFL-branded apparel and accessories in the athletic specialty, sporting goods and better department store distribution channels, and we are a non-exclusive distributor of NFL-branded apparel through catalogs, in retail stores that primarily carry NFL-branded products and in other retail channels. The territory in which we are licensed by the NFL to distribute NFL-branded apparel and accessories is worldwide, subject to the completion of certain trademark registrations.

        Reebok's NFL-branded products include our NFL Equipment® line of apparel, which includes the same products that are worn by players and coaches during all NFL games, as well as our Gridiron® Classics line of lifestyle apparel products featuring a "retro" look that evokes the history of the NFL. In addition to NFL Equipment and Gridiron Classics, in 2004 we designed, marketed and distributed NFL footwear, as well as replica jerseys and headwear. During 2004 more than 420 NFL players wore our cleated football shoes onfield. All of these football cleats bore both the Reebok Vector logo and the NFL logo. During 2004 we also featured NFL Equipment cross training footwear. Our NFL Equipment line also includes technical football apparel such as performance t-shirts, training pants and football gloves.

        During 2005 we plan to launch Player Identified products, other than jerseys, which utilize names, likenesses, portraits, pictures, photographs or biographical information related to NFL players. Distribution of these products will be exclusive to Reebok in all channels, including the mid-tier and mass market. Prior to 2005, Reebok held exclusive distribution rights to these products in its other distribution channels. Additionally, during 2005 Reebok's exclusive distribution rights for youth apparel will be expanded to include the mass market, and our exclusive rights within the mid-tier market will be expanded. During 2005 we also plan to expand our line of women's NFL-branded apparel and headwear, introducing women's focused sihouettes and emphasizing colors such as pastels. We also plan to segment our women's line by introducing junior sizing that will allow us to appeal to a younger female consumer.

        Reebok engages in an integrated marketing campaign throughout the year in order to extend the selling season for NFL-licensed products beyond the traditional NFL season. Under our agreement with the NFL we have the right to depict Reebok athletes in their NFL uniforms for advertising purposes and in point-of-purchase displays, which we believe enhances our marketing of Reebok-branded footwear and apparel. During 2004 we supported our NFL apparel products with a television and print advertising campaign that featured eleven NFL players living together as roommates in one house. The five-part television campaign, which is narrated by NFL Networks broadcaster Rich Eisen,

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aired throughout the 2004 NFL season on ABC, CBS, ESPN, Fox and the NFL Network, while print versions of the ad ran in Sports Illustrated and ESPN The Magazine. During 2004 we also entered into an endorsement agreement with PGA Tour professional and 2003 British Open Champion Ben Curtis under which Curtis wears Reebok's NFL licensed apparel and headwear at all PGA Tour and other professional golf events in which he competes.

        In 2004 we continued our strategy to grow the market for NFL-branded products by producing multiple tiers of product that are differentiated by their design and features and are intended for sale to consumers through targeted channels of distribution. For example, we distribute our NFL Equipment product line primarily through athletic specialty and independent retailers, while our different tiers of NFL replica jerseys are distributed selectively through targeted channels of distribution, including athletic specialty and independent retailers, sporting goods retailers, moderate department stores and mass market retailers.

        Under our license agreement with the NFL, the NFL receives annual royalty guarantees and has the option to acquire an equity position in Onfield Apparel Group, LLC (OAG), the subsidiary through which we conduct our NFL business. In addition, at the time we entered into the license agreement we granted warrants to the NFL to purchase up to 1.6 million shares of our common stock. For a description of these warrants, see Note 4 to the Company's consolidated financial statements.

        Under our license agreement with the NBA, Reebok is the exclusive supplier of uniforms, shooting shirts, warm-ups and practice wear to all 30 NBA teams. Reebok is also the exclusive supplier of uniforms, shooting shirts, warm-ups and practice wear to all teams in the Women's National Basketball Association (WNBA) and to all National Basketball Development League (NBDL) teams. Reebok has the exclusive right to manufacture and distribute all tiers of NBA, WNBA® and NBDL®-branded replica jerseys and shorts. Reebok also has the right to manufacture NBA, WNBA and NBDL-branded t-shirts, headwear, active wear, outerwear and fashion apparel, and we have the exclusive right to distribute such products in the athletic specialty, sporting goods, upper-tier department store and mid-tier department store channels of distribution. We also have the non-exclusive right to distribute such products in all other channels. Under our license agreement with the NBA we have the right to distribute NBA-branded footwear and apparel products throughout the U.S. and Canada, and we can incorporate such products in our advertising and promotional efforts throughout the world.

        In addition, we are party to a five-year agreement with the NBA under which, beginning with the 2003-04 NBA season, Reebok is the exclusive licensee for NBA-branded apparel in Asia, including China, Hong Kong, Japan, Thailand, India, Singapore, Macau, Indonesia, Malaysia, Taiwan, the Philippines and South Korea. We believe our relationship with the NBA and its affiliated leagues promotes sales of both our Reebok-branded products and our NBA-branded products.

        Our NBA apparel includes our Hardwood Classics® NBA-branded apparel that includes retro-styled jerseys, shorts, shooting shirts and warm-up jackets and pants featuring classic NBA logos. In August of 2004 we expanded our NBA product line to include NBA Swingman® apparel, which is positioned at retail between our authentic and replica NBA-branded apparel. We were also the official

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supplier of on-court apparel, warm-ups and shooting shirts for the 2005 NBA All-Star Game™, and we introduced 2005 NBA All-Star Game apparel at retail.

        Also during 2004 we leveraged our relationship with the NBA by marketing basketball footwear bearing both the Reebok Vector logo and the NBA logo. Our NBA footwear collection includes technically advanced, performance-oriented products with cutting-edge fashion designed to appeal to younger consumers. These products are supported by comprehensive in-store marketing integrating footwear, apparel and accessories.

        In 2005 we plan to expand our women's line of NBA-branded apparel and headwear. We plan to introduce women's focused sihouettes and to emphasize colors such as pastels. We also plan to introduce junior sizing to enable our women's products to appeal to younger female consumers.

        In early 2004, Reebok and the NBA collaborated on national print advertising for our Hardwood Classics line, including eight-page inserts in key publications. We also invested heavily during 2004 in the growing team shop segment, creating fixtures, graphics and promotions for the ultimate fan shopping experience for all 30 NBA teams. In 2005 Reebok and the NBA plan to air a six-month national television advertising campaign to support our NBA Fusion, On Court and Soul collections. Promotional extensions will include courtside signage, internet and radio. Finally, during 2005 Reebok and the NBA will promote their exclusive partnership through a national print campaign that was launched in February 2005 in USA Today .

        As a result of Reebok's acquisition of The Hockey Company in June 2004, our wholly owned subsidiaries are party to a license agreement with the NHL as well as agreements with the CHL, the ECHL, the AHL and a number of other hockey organizations, which are described in more detail above under the heading "The Hockey Company."

        In February 2004 Reebok entered into a license agreement with Major League Baseball under which Reebok is the exclusive global licensee for MLB Authentic Collection® footwear. The MLB Authentic Collection features products like those used on the field of play by all 30 Major League Baseball Clubs. The Reebok MLB Authentic Collection product line includes both baseball and softball cleated footwear and features the MLB silhouetted batter logo. Beginning in 2005 all Reebok-contracted MLB players, as well as many other non-contracted players, managers and coaches, will wear Reebok's MLB Authentic Collection performance footwear on-field. The agreement also allows Reebok to develop and market MLB-branded footwear products in other product categories.

        In April 2004, in order to strengthen the Reebok Brand's visibility with soccer fans, Reebok entered into an agreement with Club Deportivo Guadalajara under which Reebok formed a strategic partnership with Mexican soccer team Chivas Rayadas (Chivas), one of the most prestigious and successful sports teams in Mexico. Under the agreement, Reebok provides head-to-toe uniforms for all Chivas players and has exclusive rights to supply and market all on-field apparel, including practice gear, warm-ups and authentic and replica jerseys. Reebok also designs, manufactures, markets and sells other Chivas apparel products. In addition, Reebok opened a flagship store in Guadalajara featuring Chivas-branded products. In September 2004 Reebok unveiled an outdoor and print advertising campaign featuring top Chivas players in action wearing the new Chivas team jersey. The

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campaign featured billboards in Chicago, Dallas, Houston, Los Angeles, Northern New Jersey, New York City and San Antonio, as well as in key cities in Mexico. In addition, we placed advertising in bus shelters throughout San Diego and we ran a Chivas print ad in the national soccer magazine 90:00 .

        We also are party to a license agreement with Liverpool Football Club (Liverpool FC), one of the world's premier soccer teams. Under our agreement with Liverpool FC, we have the exclusive rights to supply and market all Liverpool FC™ on-field apparel worldwide, including uniforms, warm-ups, authentic and replica jerseys and practice gear for a twelve-year term that began in 2003. We have developed a wide range of innovative and fashionable footwear and apparel products bearing the Liverpool FC and Reebok brands for distribution throughout the world. We plan to continue to leverage our relationship with Liverpool FC to grow both the Liverpool FC brand and the Reebok Brand internationally. We will also continue to work with Liverpool FC to license the club's brand for use on products in addition to apparel and footwear.

        Under a license agreement with the Canadian Football League (CFL), Reebok is the official on-field and sideline supplier to the CFL. Under the agreement, Reebok provides uniforms, sideline apparel, footwear, gloves and accessories to all CFL teams. We are also party to a licensing agreement with the Collegiate Licensing Company (CLC), under which we introduced a line of apparel featuring the Heisman Trophy™ and Downtown Athletic Club™ brands, which are famous in college football.

        Because our sports licensing business relies upon license agreements with sports leagues such as the NFL, NBA, NHL and MLB, it is subject to risks and uncertainties common to licensing arrangements that are described below under the heading "ISSUES AND UNCERTAINTIES."

Reebok Brand Licensing

        Reebok engages in a strategic trademark licensing program that pursues opportunities to license Reebok's trademarks and other intellectual property to third parties for use in fitness equipment, apparel, accessories, health clubs and related products and services. This program is designed to expand the Reebok Brand into new product categories, to enhance Reebok's brand image and to build consumer brand loyalty. We believe that Reebok's licensing program reinforces our reputation as a market leader.

        Reebok has licensed both domestically and internationally a line of Reebok-branded fitness equipment products for the home market as well as fitness equipment products designed for use in health clubs and other institutional markets. Reebok also has licensees for eyewear and heart rate monitors, children's apparel, team uniforms, batting and football gloves, socks and jogging strollers. In addition, Reebok has licensees in the United Kingdom for bicycles and swimwear. Reebok also licenses the Weebok brand name for children's footwear. During 2004 Reebok announced new licensees for Rbk and Reebok-branded basketball systems, including in-ground and residential portable equipment, backboards and rims, as well as for big and tall apparel.

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        Reebok is a partner in Reebok Sports Club/NY, a premier sports and fitness complex in New York City featuring a wide array of fitness equipment, facilities and services in a luxurious atmosphere. The club utilizes approximately 135,000 square feet and occupies five floors in a building located on the Upper West Side of Manhattan. Reebok licensees also operate Reebok Sports Clubs in Madrid, Spain; London, England; Sao Paolo, Brazil; and in Moscow, N. Novgorod and St. Petersburg, Russia. A Reebok Sports Club is scheduled to open in suburban Madrid, Spain in early 2005, and we expect that a new club will open in Lisbon, Portugal in 2006.

Fitness Programming and Education

        During 2004 we supported our Reebok fitness equipment products such as the Reebok Deck, the Reebok Core Board, the Step Reebok® exercise platform and Reebok home exercise equipment such as treadmills and exercise bikes, through Reebok University®, our comprehensive fitness resource, as well as through our network of Master Trainers. In addition, in November 2003 we entered into an agreement with Westin Hotels & Resorts to launch the "WestinWORKOUT Powered by Reebok" in Westin hotels throughout North America. This program, which was launched during 2004, features custom designed fitness facilities incorporating a Reebok-designed workout regimen for travelers.

Athlete Endorsements

        We establish relationships with major sports figures, teams and leagues to enhance the visibility of the Reebok Brand and to create awareness of and demand for Reebok-branded footwear, apparel and accessory products.

        In 2004 we continued to focus our sports marketing efforts on key athlete icons who exemplify distinct lifestyles, rising young stars and athletes who are at the pinnacle of their sport. We also engaged in select team and league sponsorships that we believe enhance the authenticity of Reebok as a performance brand. During 2004 we focused on leveraging our relationships with our athlete endorsers. We featured our top athletes in print, billboard, poster and internet advertising, as well as in-store merchandising. Our athletes also appeared in numerous personal appearances in support of our Brand. We plan to continue to emphasize activation of our endorsement assets during 2005, with marketing initiatives that will tie-in to our comprehensive "I Am What I Am" advertising campaign.

        To promote the sale of Reebok's basketball products in 2004 we utilized athlete endorsements with a number of players and teams, some of which include:

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Allen Iverson, the charismatic Philadelphia 76ers point guard who was voted by the fans to start each of the past six NBA All-Star Games, was Most Valuable Player at the 2005 NBA All-Star Game, was a co-captain for Team USA at the 2004 Summer Olympic Games in Athens, Greece, where he led the team in scoring, and who was named the NBA's most valuable player for the 2000-01 season;



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Yao Ming of the Houston Rockets, who was the starting center for the Western Conference in the 2003, 2004 and 2005 NBA All-Star Games and was a unanimous selection to the 2002-03 NBA All-Rookie First Team;

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Steve Francis of the Orlando Magic, who was voted by NBA fans to start in the 2002, 2003 and 2004 NBA All-Star Games and was co-winner of the 2000 Rookie of the Year award;



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Kenyon Martin of the Denver Nuggets, who was named a 2004 NBA All-Star, was selected for the 2003 USA Basketball Men's National Team, and was named to the NBA All-Rookie First Team in 2000-01;



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Baron Davis of the Golden State Warriors, who was named to the 2002 and 2004 NBA Eastern Conference All-Star teams;



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Shaun Livingston of the Los Angeles Clippers, the rookie point guard who was named co-most valuable player in the 2004 EA Sports Roundball Classic game;



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Predrag "Peja" Stojakovic of the Sacramento Kings, who was named to the 2002, 2003 and 2004 NBA Western Conference All-Star teams and who won the NBA All-Star Three-Point Shootout in 2002 and 2003; and



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The college basketball program at Boston College.

        To promote our tennis and running footwear and apparel, we have endorsement agreements with a number of athletes, including:

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Professional tennis player Andy Roddick, winner of the 2003 U.S. Open men's singles title and a 2004 Wimbledon finalist;



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Professional tennis player Nicole Vaidisova, who at age 15 is the youngest athlete currently ranked among the top 100 women's players, and who won her first WTA Tour event during 2004 at the Vancouver Women's Open; and



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Track athletes Carolina Kluft, who won the gold medal in the Hepthathlon at the 2004 Summer Olympic Games; Darren Campbell, a gold medalist in the 4 × 100 relay at the 2004 Summer Olympic Games; Kelly Holmes, who won gold medals in the 800 and 1500 meter competitions at the 2004 Summer Olympic Games; Nicolas Macrozonaris; Kevin Sullivan, Kim Smith and Patrick Kristiansen.

        We will also be the official footwear supplier of the Australian Open in 2005, the 100th anniversary of that prestigious tennis tournament.

        To promote the sale of cross-training and cleated baseball and football shoes during 2004 our endorsement agreements included:

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More than 420 NFL players, including 29 Pro Bowl players such as Peyton Manning of the Indianapolis Colts, who was the NFL's most valuable player in 2004 and co-MVP in 2003, Richard Seymour of the Super Bowl Champion New England Patriots, Donovan McNabb of the Philadelphia Eagles, Daunte Culpepper of the Minnesota Vikings, and Ray Lewis of the Baltimore Ravens;

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Approximately 200 Major League Baseball players, including Curt Schilling, Manny Ramirez and David Ortiz of the 2004 World Series Champion Boston Red Sox, Josh Beckett of the Florida Marlins, Angel Berroa of the Kansas City Royals, who was the American League Rookie of the Year in 2003, and Andy Pettite of the Houston Astros; and



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The college football program at Boston College.

        To promote our soccer products, we have a number of sponsorship agreements with both individuals and teams, including:

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Ryan Giggs, of Manchester United;



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Nicholas Anelka, of Manchester City;



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Iker Casillas, goalkeeper with Real Madrid and Spain;



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Liverpool FC and Chivas, two of the world's best-known soccer teams; and



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Sporting Lisbon of Portugal, West Ham United Football Club, Manchester City Football Club, and Bolton Wanderers, which includes the naming rights to "Reebok Stadium," the Wanderers' home stadium.

        To promote The Hockey Company's CCM and Reebok-branded hockey products, we have endorsement agreements with a number of athletes, including:

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Martin Brodeur of the New Jersey Devils;



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Vincent Lecavalier of the Tampa Bay Lightning; and



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Joe Thornton of the Boston Bruins.

U.S. Operations

        Reebok's U.S. operations unit is responsible for all Reebok Brand footwear and apparel products that we sell in the United States. Our sales of Reebok Brand footwear in the United States totaled approximately $1.087 billion in 2004, compared to approximately $1.036 million in 2003. Reebok Brand apparel sales in the United States in 2004, including sports licensed apparel, totaled approximately $563.5 million, compared to approximately $561.2 million in 2003.

        In the United States we sell our products through both an employee sales force and independent sales representatives. Reebok's U.S. national sales staff and locally-based sales employees and sales representatives are supported by retail marketing representatives who assist in retail merchandising efforts and provide information to consumers and retailers regarding the features of Reebok's products.

        Reebok's U.S. distribution strategy emphasizes high-quality retailers. Reebok footwear and apparel products are distributed primarily through athletic specialty retailers, sporting goods stores and department stores, with specialty products also distributed through certain specialty channels. During 2004 we continued our intiative, which we launched in 2003, to grow the Reebok Brand's

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presence with urban independent retailers. We also permit select Reebok retailers to sell Reebok-branded products to consumers through the Internet. We expect such e-commerce arrangements to continue in 2005. In addition, Reebok is party to an agreement with a third party to operate Reebok's on-line store, which is linked to Reebok's website at www.reebok.com.

        We operate approximately 223 factory direct store fronts in the United States that sell a variety of our footwear, apparel and accessories. Of these, 137 factory direct store fronts sell our Reebok-branded products, 69 sell our Rockport products, 13 sell our Greg Norman Collection products and 4 sell our Ralph Lauren Footwear products. Some of our factory direct stores sell more than one of our brands and have separate store fronts in the same building for each brand. We count each of these as a separate store front. Our factory direct stores allow us to control the disposition of excess inventory without compromising our primary channels of distribution. We do not anticipate significantly expanding the number of factory direct stores in the United States during 2005.

        We also operate five company-owned retail stores, known as "concept stores." Our New York City and West Hollywood, California concept stores feature a wide selection of Reebok footwear, apparel and accessories from our current product lines, while the concept store at our Canton headquarters features a wide selection of products from the current product lines of each of our Reebok, Rockport, Greg Norman Collection and Ralph Lauren Footwear brands. Reebok also operates a concept store that features Reebok's basketball products at the Naismith Memorial Basketball Hall of Fame in Springfield, Massachusetts. We also operate a Rbk concept store, which is located in Philadelphia, Pennsylvania. Our New York City concept store features separate Reebok men's and women's concept stores operating in the same building as the Reebok Sports Club on New York City's Upper West Side.

International Operations

        Reebok coordinates international sales, as well as Latin American regional operations, from our corporate headquarters in Canton, Massachusetts. We also have a European headquarters in Bolton, England which is responsible for our operations in Europe, the Middle East and Africa, and a regional office in Hong Kong that is responsible for our operations in the Far East. Reebok's Canadian operations are managed through our wholly owned subsidiary, which is currently headquartered outside of Toronto but which will be relocated to Montreal during 2005. We market Reebok-branded products internationally through our wholly owned subsidiaries in Austria, Belgium, France, Germany, Ireland, The Netherlands, Italy, Poland, Portugal, Sweden (which covers Sweden and Denmark), Norway, the United Kingdom, Japan, South Korea and Mexico, and through our majority owned subsidiaries in India and Spain. We also market products internationally through 39 independent distributors and sub-distributors and two joint ventures in which we hold a minority equity interest. Through this international distribution network, products bearing the Reebok Brand are actively marketed in approximately 170 countries and territories.

        There are approximately 79 Reebok factory direct stores located in Europe, Canada, Mexico and Japan. In Europe, there are 44 outlet stores and two concept stores. In Canada, there are nine outlet

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stores. In Mexico there are 11 outlet stores and three concept stores, and in Japan there are nine outlet stores and one campus store. These factory direct stores are owned either by us, our subsidiaries or joint ventures in which we hold a majority interest. In 2005 we plan to open approximately seven additional factory direct stores outside the United States.

        During 2004 we continued to implement our European Strategic Plan under which we are taking an integrated, regionalized approach to our operations across Europe. Under the plan, Reebok's European operations are managed from our European headquarters and a centralized European management team is responsible for the functional areas of product, marketing and sales with the goal of integrating Reebok's strategies throughout Europe. These strategies are executed by Reebok's country general managers in the local markets. We are aligning footwear and apparel product design and development along a single European-focused product strategy. Over the next few years we plan to continue to implement SAP information management software in all of Reebok's European operations. We believe this will improve Reebok's ability to analyze key business data and implement common business practices in all the countries in which Reebok operates in Europe. In addition, we plan to implement a single inventory management and allocation system in Europe that we believe will improve the efficiency and effectiveness of Reebok's supply chain management across Europe. We intend to continue centralizing our European warehousing and distribution operations in our distribution facility in Rotterdam, The Netherlands. We also maintain separate warehousing and distribution operations in the United Kingdom, which are integrated into our European inventory management and allocation system.

        During 2004 the contribution of Reebok's international operations unit to overall sales of Reebok-branded products increased to approximately $1.547 billion from approximately $1.319 billion in 2003. Reebok's 2004 international sales were positively impacted by the strengthening of various foreign currencies. These sales figures do not reflect the full wholesale value of all Reebok-branded products sold outside the United States in 2004 or 2003 because some of Reebok's international distributors are not our subsidiaries and sales by such distributors to retailers are not included in the calculation of our international sales.

THE ROCKPORT COMPANY     —    Rockport designs, develops, produces, markets and distributes worldwide specially engineered comfort footwear under the Rockport brand for men and women. In addition, the Rockport Kids line of children's footwear is produced and distributed by a licensee of Rockport. Rockport licensees also produce and distribute various complementary product categories such as Rockport-branded slippers, outerwear, hosiery and duty and work footwear.

        Rockport's net sales increased to $377.6 million in 2004 from approximately $372.0 million in 2003, an increase of approximately 1.5%. In 2004 Rockport's international net sales increased approximately 12.7% from its international net sales in 2003.

        Designed to address the different aspects of consumers' lives, Rockport's product line includes casual, dress and performance shoes. Under Rockport's product segmentation strategy, which is intended to expand Rockport's consumer base and distribution channels, Rockport offers several distinctive collections of men's footwear including Rockport Reserve, which is Rockport's premier

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collection, Rockport, which is Rockport's core collection, and XCS®, which is a more rugged, active collection. In addition, in 2004 Rockport introduced its Walk-Dry™ collection of waterproof footwear featuring Hydroshield™ technology. These collections are placed in distribution channels according to where Rockport believes the targeted consumer shops for his or her footwear. In 2004 Rockport expanded its channels of distribution by selling men's and women's outdoor footwear through sporting goods retailers. Rockport also launched a print advertising campaign to support new product introductions and to communicate the core values of the Rockport brand. During 2005 Rockport plans to launch at retail its new I.Travel collection, as well as a collection of washable boat shoes.

        Rockport markets its products to authorized retailers throughout the United States primarily through a locally-based employee sales staff. Internationally, Rockport markets its products through approximately 30 distributors in more than 70 foreign countries and territories. Many of Rockport's international distributors are our subsidiaries, while the others are either joint venture partners or independent distributors that also sell Reebok-branded products. Rockport's on-line store is operated under an agreement with the same third party that operates Reebok's on-line store. Rockport's on-line store is linked to Rockport's website at www.rockport.com. Rockport also permits select retailers to sell Rockport-branded products to consumers through the internet.

        Rockport distributes its products in the United States primarily through select higher-quality national and local shoe store chains, department stores, independent shoe stores and outdoor outfitters. Rockport emphasizes retailers that provide substantial point-of-sale assistance and carry a full product line, and has not pursued mass merchandisers or discount outlets for the distribution of its products. Rockport also sells its products through seven company-owned retail stores in the United States, and has licensed a number of independently-owned Rockport shops that exclusively sell Rockport-branded products. In addition, Rockport operates a company-owned retail store in Manchester, England, as well as three company-owned retail stores in Canada.

RALPH LAUREN FOOTWEAR     —    Ralph Lauren Footwear's product line features traditional classics in addition to Polo Sport®, the Polo Jeans Co.® line and a children's line. Ralph Lauren Footwear also features dress and casual silhouettes influenced by the Lauren® product line. Ralph Lauren Footwear sells Ralph Lauren and Polo Ralph Lauren® footwear products through top-tier retailers and through Polo-owned retail stores. The Polo Jeans Co. and Polo Sport lines are sold through major department stores and Polo Jeans Co. and Polo Sport specialty stores, as well as through selected athletic specialty retailers.

        In the United States, Ralph Lauren Footwear markets its products to authorized retailers principally through its employee sales staff and independent sales representatives. Internationally, Ralph Lauren Footwear has distributors in Japan, Canada, Spain, Portugal, South Korea, Greece and Hong Kong, as well as a distributor in Latin America that covers most of South America and Central America and a number of territories in the Caribbean. Ralph Lauren Footwear employees distribute products in Asia Pacific (other than Japan) and in the United Kingdom, Ireland, France and the Middle East, while sales in eleven other European countries are made by independent sales agents.

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Ralph Lauren Footwear markets its children's footwear line globally through an independent distributor.

        Because we license the Ralph Lauren and Polo brands, our Ralph Lauren Footwear business is subject to risks and uncertainties common to licensing arrangements that are described below under the heading "ISSUES AND UNCERTAINTIES."

GREG NORMAN COLLECTION     —    Our Greg Norman Collection produces a range of men's and women's apparel and accessories marketed under the Greg Norman name and logo. Originally a golf apparel line, the Greg Norman Collection has grown its line of sportswear to include products such as wovens, Play Dry outerwear and sweaters. Launched in 2000, Play Dry has become an integral part of the Greg Norman Collection's product assortment. This moisture wicking technology keeps wearers cooler, drier and more comfortable. The Greg Norman Collection's Play Dry Weatherknit collection features water repellent and wind resistant styles that incorporate knitted technology that is engineered for quiet yet active movement. Products are sold principally in department and specialty stores, on-course pro shops and golf specialty stores, as well as in Greg Norman-dedicated shops. During 2004 the Greg Norman Collection continued to grow its women's apparel collection, which was launched in 2003.

        The Greg Norman Collection uses a combination of distributors and licensees to market and distribute Greg Norman-branded products internationally. The brand is currently represented in Australia, India, Singapore, Malaysia and Indonesia in the Far East; in several Middle East countries; in England, Ireland, Scotland, Portugal, Germany, France and the Benelux countries in Europe; in Canada; and in Mexico.

        The Greg Norman brand is marketed through its endorsement by professional golfer Greg Norman and a marketing and advertising campaign designed to reflect his multi-faceted, powerfully active and elegant lifestyle. Marketing activities include print advertising in consumer and trade periodicals, retail in-store promotions, trade shows and a worldwide merchandise fixturing program that ensures a consistent product presentation on a global basis. Greg Norman Collection products are sold by a combination of independent sales representatives and employee account executives.

        Because we license the Greg Norman brand, our Greg Norman Collection business is subject to risks and uncertainties common to licensing arrangements that are described below under the heading "ISSUES AND UNCERTAINTIES."

TRADEMARKS AND OTHER PROPRIETARY RIGHTS     —    We own the Reebok, Rockport, JOFA and KOHO trademarks and we have contractual rights that survive in perpetuity to use the Greg Norman name and logo and the CCM trademark. We also have rights to use the Ralph Lauren name under license and rights to use certain marks of the NFL, NBA, NHL and MLB pursuant to our licensing arrangements with each league. We believe that our trademarks and our rights to use these other names and logos are of great value, and that the loss of any of these trademark rights may have an adverse impact on our business. We are vigilant in protecting our marks from counterfeiting and infringement and we cooperate with the established trademark enforcement programs of the NFL,

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NBA, NHL and MLB. We also believe that our technologies and designs are of great value and we are vigilant in procuring and enforcing our patents and other proprietary rights in the United States and other countries.

RESEARCH AND DEVELOPMENT     —    We are committed to bringing our consumers innovative technology in both our footwear and apparel products, and to this end we engage in significant product research and development. In 2004 we spent approximately $54.6 million on product research, development and evaluation, compared to approximately $50.6 million in 2003 and approximately $44.8 million in 2002.

TECHNOLOGY     —    We place a strong emphasis on technology and we have continued to incorporate various proprietary performance technologies into our products, focusing on custom fit, cushioning, stability and lightweight features in our footwear products and on comfort and moisture management in our apparel products.

        As part of our commitment to offer leading footwear technologies, we engage in product research, development and design activities in our headquarters, where employees working in our state-of-the-art product development facility design and develop technologically advanced athletic and fitness footwear. We also have product development centers in China, Taiwan and Indonesia to more closely integrate our development activities with production.

        Our most significant technologies are DMX, The Pump and 3D Ultralite. Our DMX technology provides superb cushioning using a heel-to-forefoot, active airflow system that delivers cushioning when and where it is needed. Originally introduced in 1995, we have enhanced and expanded this technology by developing multiple versions of DMX to meet the performance demands of various activities, taking into account performance attributes, aesthetics and price among the various versions.

        During 2004, we continued to develop new versions of our DMX technology and to expand the range of footwear products featuring DMX. In 2004 Reebok introduced its new DMX Micro technology, which provides low-profile cushioning using moving air in a system that does not "bottom-out" on impact. DMX Micro will be featured in basketball footwear that we plan to introduce at retail for Spring 2005. Also in 2004 we incorporated our new DMX Shear horizontal cushioning technology into the Premier Running collection. DMX Shear absorbs some of the horizontal braking action that occurs while running and helps to smooth the runner's stride.

        Also in 2004 we continued to redevelop our proprietary inflatable shoe technology, The Pump, exploring broader and more varied applications for this technology in our footwear. During 2004 we unveiled a new evolution of The Pump called The Pump 2.0, which features a self-inflation technology that automatically provides the wearer with a custom fit. We plan to introduce footwear featuring The Pump 2.0 at retail during 2005. We re-introduced The Pump at retail in 2004, bringing back the original The Pump basketball shoe as well as certain other previous models featuring The Pump. In addition, in Spring 2005 we plan to introduce at retail new ATR basketball shoes that feature The Pump.

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        In addition, we continued to incorporate 3D Ultralite, our proprietary material that allows midsole and outsole to be combined in a single, injection molded unit, into our performance footwear. 3D Ultralite provides a unique blend of lightweight, flexible and durable properties. We have continued to expand and improve our 3D Ultralite technology with the introduction of a highly resilient injection EVA midsole version and a lightweight high abrasion 3D Ultralite outsole. Finally, we have incorporated advanced technologies into certain of our apparel products with our Play Dry moisture-management systems. These moisture-wicking technologies help to keep the wearer dry, which facilitates regulation of his or her body temperature. We plan to expand our range of apparel products incorporating moisture-management technologies.

SEASONALITY     —    Our sales of athletic and casual footwear and apparel tend to be somewhat seasonal in nature, with the strongest sales occurring in the third quarter, which corresponds to the back-to-school period.

SINGLE CUSTOMER     —    There was no single customer that accounted for 10% or more of our overall net sales in 2004.

COMPETITION AND COMPETITORS     —    Competition in the sports and fitness footwear and apparel business is intense both in the United States and worldwide, with new entrants and established companies providing challenges in every category. Competitors of our Reebok-branded footwear include Nike, adidas, New Balance, Puma, Converse, K-Swiss, Fila and Skechers. There are also numerous competitors of our Reebok-branded apparel including Nike, adidas, Puma, Rocawear, Ecko, Brand Jordan, FUBU, Mecca and ENYCE. We are the third largest seller of athletic footwear and apparel in the world, measured by market share. The principal methods of competition in our industry include product design, product performance, quality, brand image, price, marketing and promotion, customer support and service, and ability to meet delivery commitments to retailers. We believe we are competitive in each of these areas.

        Our other product lines also continue to confront strong competition. The casual footwear market in which our Rockport-branded products compete is highly competitive. Due to the diversity of product designs and intended end uses, however, there are very few companies that Rockport competes with directly in every product category. Companies that could be described as competitors in specific product categories include, among others, Timberland, Clarks, Ecco, Mephisto, Bostonian, Merrell, Easy Spirit and Nine West. Rockport-branded products occupy a strong position in the comfort and walking shoe market. Competition in this area has intensified as competitors have followed Rockport's lead by incorporating comfort technologies into their footwear. In addition, Rockport produces men's and women's dress shoes and competes in this market with other leading makers of dress shoes.

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        The Hockey Company's principal competitors in the hockey equipment and related apparel market are Bauer Nike Hockey Inc., a subsidiary of Nike, Inc., and Easton Sports, Inc. In addition, The Hockey Company competes with several smaller companies that typically do not offer full product lines. In the team uniform and sock market, The Hockey Company's competitors include Bernard Athletic Knit & Enterprise Ltd., SP Apparel Inc. and Kobe Sportswear Inc. In the licensed and branded activewear market, The Hockey Company competes with companies such as Nike, Lee Sport, which is a division of VF Corporation, Majestic Athletic Wear Ltd. and New Era Cap Co., Inc.

        Our Greg Norman Collection competes with Ashworth, Cutter & Buck, Tommy Bahama, Izod, Ralph Lauren, Tommy Hilfiger, Nautica and other makers of casual sportswear and golf apparel.

        Our Ralph Lauren Footwear brand competes with such brands as Cole Haan, Timberland, Tommy Hilfiger, Prada, Gucci, Puma, Nike, adidas, Diesel, Kenneth Cole and Donna Karan.

MANUFACTURING     —    Most of our products are produced by independent manufacturers that are principally located outside the United States. We source some of our apparel and some of the component parts used in our footwear, however, from independent manufacturers located in the United States. In addition, we operate facilities in Indianapolis, Indiana and Mattapoisett, Massachusetts that provide apparel and accessory finishing for our sports licensing business. The Hockey Company manufactures approximately 51% of its products (measured by sales) at company-operated facilities in Canada, Sweden and Finland. Approximately 49% of its manufacturing is performed by independent manufacturers, primarily in Asia, the Czech Republic and Mexico.

        Each of our operating units generally contracts with its manufacturers on a purchase order basis, subject in most cases to the terms of a formal manufacturing agreement or, where product is sourced through agents, a buying agency agreement. All contract manufacturing is performed in accordance with detailed specifications furnished by the operating unit and is subject to strict quality control standards, with a right to reject products that do not meet specifications. To date, we have not encountered any significant problems with product rejection or customer returns due to quality problems. We generally consider relationships with our contract manufacturers to be good.

        As part of our commitment to human rights, we require agents and manufacturers of our products to apply the Reebok Human Rights Production Standards, which set forth acceptable factory policies and procedures regarding workplace conditions. We use a global program to implement these standards that includes internal and independent monitoring, the provision of technical assistance to improve air quality in factories producing our footwear, a worker communication system to resolve conflicts in such factories and other initiatives to improve workplace conditions consistent with our Human Rights Production Standards. Reebok is also a participating company in the Fair Labor Association (FLA), and in 2004 Reebok received a two-year accreditation of its Reebok footwear monitoring program from the FLA.

        Similarly, we carefully monitor the substances used in the manufacture of our products to assure that the health of the consumer, as well as the environment, is protected. Accordingly, we maintain a comprehensive list of restricted substances the use of which we either limit or prohibit in any product

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manufactured for us. Vendors whose materials are used in the production of our products, and factories that assemble our products, are required to certify that they are in compliance with our Reebok Restricted Substances Policy. We continue to monitor governmental restrictions worldwide, which are incorporated into our Restricted Substances Policy. In many respects our Restricted Substances Policy exceeds the mandated governmental restrictions. For example, we have a program to eliminate the use of Polyvinyl Chloride (PVC) in our footwear due to concerns expressed by environmental organizations over the possible formation of dioxins, a group of toxic and persistent substances in the environment, during PVC production and incineration.

        Reebok's wholly owned Hong Kong subsidiary, together with a network of affiliates in China, Indonesia, India, Taiwan, Thailand, South Korea and Vietnam, provides product development, quality assurance and inspection services with respect to footwear purchased by the U.S. and International divisions of Reebok, Rockport and Ralph Lauren Footwear. This network of group companies also inspects certain components and materials purchased by unrelated manufacturers for use in footwear production, facilitates the shipment of footwear from shipping point to the point of destination, and arranges for the issuance of letters of credit or wire transfers, the primary means used to pay manufacturers for finished products. Our apparel group utilizes the services of independent third parties as well as our Hong Kong subsidiary and its affiliates in the Far East to assist in the placement, inspection and shipment of apparel and accessories orders internationally. Our apparel group retains and manages those independent contractors responsible for production of apparel in the United States. The remainder of our order placement, quality assurance and inspection work is handled by a combination of employees and independent contractors for the various countries in which our products are made.

        China, Indonesia, Vietnam and Thailand were our primary sources for footwear manufacturing during 2004, accounting for approximately 51%, 21%, 17% and 7%, respectively, of total footwear production for all of our brands (based on the number of units produced). Our largest manufacturer accounted for approximately 20% of our total footwear production for all of our brands in 2004.

        During 2004 approximately 52% of our manufacturing of apparel to be sold in the U.S. (other than apparel sold by The Hockey Company) was sourced from Asia, 39% was sourced from countries in the Caribbean Basin, 4% was sourced from the U.S. and other signatories to the NAFTA treaty and 4% was sourced from Africa and the Middle East. South Korea, Taiwan and Vietnam were our primary sources for apparel manufacturing in Asia in 2004, accounting for approximately 49%, 14% and 11%, respectively, of our total apparel production in Asia based on the number of units produced, with the remainder sourced from various other Asian countries. Apparel manufacturing in the United States was comprised primarily of screen printing as well as cutting and sewing product from fabrics imported from our manufacturers' affiliated mills in Asia. Most of our Asian manufacturing was sourced through an agent that manages regional supply chains of manufacturers and raw materials suppliers, while the balance was sourced directly through independent manufacturers.

        During 2004 we sourced the manufacturing of our apparel products to be sold outside the United States (other than apparel sold by The Hockey Company) on a regional basis. The majority of our

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manufacturing of apparel to be sold in Europe was sourced through an agent from manufacturers in China, Taiwan and Korea, with supplemental sourcing from manufacturers in Vietnam, Portugal and Turkey. Manufacturing of apparel to be sold in Asia Pacific was sourced from local Asian manufacturers. The majority of our manufacturing of apparel products to be sold in Canada and Latin America was sourced from the same countries as our apparel manufactured for sale in the U.S. or in Europe, with additional sourcing of products for sale in Canada from manufacturers in Mexico.

SOURCES OF SUPPLY     —    The principal materials used in our footwear products are leather, nylon, rubber, ethylvinyl acetate and polyurethane. Most of these materials can be obtained from a number of sources, although a loss of supply could temporarily disrupt production. Some of the components used in our technologies are obtained from only one or two sources, and accordingly a loss of supply could disrupt production. The principal materials used in our apparel products are synthetics and cotton/synthetic blends designed specifically for end-user performance. These materials can be obtained from a number of sources.

        Footwear products that are manufactured overseas and shipped to the United States for sale are subject to U.S. Customs duties. Duties on the footwear products we import range from 4.3% to 66.0%, depending upon their construction and whether the principal component is leather or some other material.

        As with our international sales operations, our footwear and apparel production operations are subject to the usual risks of doing business abroad such as import duties, quotas and other threats to free trade, foreign currency fluctuations and restrictions, labor unrest and political instability. These are more fully described below in the section entitled "TRADE POLICY." We believe that we have the ability to develop, over time, adequate substitute sources of supply for the products we presently obtain from foreign suppliers. If, however, events prevented us from acquiring products from our suppliers in China, Indonesia, Vietnam or Thailand, or significantly increased the cost of such products, our operations could be seriously disrupted until alternative suppliers were found, and such disruption could have a significant negative financial impact on us. We believe that our competitors would be similarly impacted by such disruption.

TRADE POLICY     —    With the initiation in November 2001 of the Doha Round of multilateral trade negotiations in the World Trade Organization (WTO), the U.S., the European Union (EU) and other countries have proposed dramatic reductions in footwear and apparel duties. These proposals continue to be refined during ongoing negotiations, but if they are adopted in whole or in part such proposals could significantly reduce the cost of footwear and apparel products to consumers. We believe this would benefit all distributors of footwear products, including us.

Imports into the U.S.

        Because China is our largest source of footwear manufacturing, we closely monitor any import restrictions imposed on footwear from China. As a result of the admission of China into the WTO in December 2001, the threat of the United States imposing restrictions on the import of shoes from China has reduced substantially. Therefore, we do not believe that the U.S. will impose such

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restrictions during 2005. If, however, trade between China and the U.S. was interrupted, we believe both our competitors and we would face similar challenges in locating alternative manufacturing sources.

        The United States has imposed new quotas on certain China-sourced apparel and may impose additional import quotas on apparel from China, as permitted under the U.S.-China WTO Accession Agreement. To date, such quotas have not altered our sourcing of apparel products. While we do source apparel from China, we believe that we source relatively less of our apparel from China than our competitors and that as a result we have more flexibility to shift manufacturing to other countries if necessary. The U.S. has also increased surveillance of working conditions relating to the manufacture of apparel overseas, and has imposed additional inspection and documentation requirements upon entry of the products into the U.S. to assure that the country of origin of products is properly disclosed. This has, in some cases, resulted in delays in delivery to customers, which is a problem being encountered by all importers of textiles and apparel into the U.S. Trade associations representing the entire U.S. apparel import industry are concerned. We believe that due to our diversified apparel sourcing and our careful selection of vendors and factories under our Human Rights Production Standards, imposition of new apparel import quotas will not require a significant change in sourcing. While delivery delays could occur while documentation is processed, we believe that such delays will not impact us to a greater extent than they impact our major competitors.

        The implementation by the U.S. of the Trade Act of 2003 has generated significant new Federal requirements for cargo security, particularly focused on imports of containerized cargo. Because Reebok is a major importer of such cargo, we have aggressively implemented cargo security measures consistent with programs administered by the Bureau of Customs and Border Protection of the Department of Homeland Security (CBP). These programs include the Customs Trade Partnership Against Terrorism (C-TPAT), a voluntary program involving a comprehensive assessment of supply chain security from the origin of the cargo, such as factories producing products in Asia, to the final destination, such as our warehouses and "direct ship" customers in the U.S.    Reebok has implemented a comprehensive plan developed in concert with CBP that includes using supply chain service providers that are themselves C-TPAT certified. Reebok was among the first companies in the country to have a plan certified by CBP. C-TPAT may soon become mandatory, with required standards. Due to Reebok's early and intensive adoption of the program, new, mandatory standards are not expected to disrupt our supply chain. The Hockey Company plans to implement such a program during 2005. Another Federally mandated security program is the 24 Hour Advance Notice requirement, which assures that CBP is notified 24 hours in advance of loading our cargo on U.S.-bound ships at foreign ports. We have fully implemented this initiative without disruption to our supply chain. It is expected that additional advance notification requirements may be legislated by Congress in 2005 and will increasingly be mandated by other countries. Based upon our supply chain assessment and implementation experience, we believe we are in a position to meet future U.S. and international cargo security mandates without delay or other adverse impact to our distribution program.

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Imports into the European Union

        In 1994 the EU imposed import quotas on certain footwear sourced from China, with an exemption for many athletic models which form the core of our European business. These quotas expired on December 31, 2004. In its place, the EU is imposing a surveillance program to monitor imports of certain models of footwear from China. This surveillance exempts the athletic models that were exempted from the recently expired quota regime. While many of the models subject to the surveillance program are those that we, as well as our primary competitors, import from China, we are able to meet the surveillance documentation requirements without disruption to our sales and distribution plan.

        Under the EU-China WTO Accession Agreement, the EU has reserved the right to impose import restrictions in case of a surge of imports from China. Domestic European footwear industries are, at the beginning of 2005, circulating petitions for safeguard and/or anti-dumping actions against footwear imports. Such safeguard measures could be imposed in a short timeframe and could, depending upon their scope and application, disrupt import, distribution and sales of footwear. However, the European Commission has yet to formally consider such petitions and accordingly no action has been taken. It is therefore not clear which countries' exports or which footwear models would be subject to import restrictions, or the timing or nature of such restrictions. Through trade associations, together with other major brands marketing similar imported shoes in Europe, we are collectively monitoring Commission consideration of any petitions for import restrictions. Collectively, we have sought and achieved an exemption from the China footwear surveillance program for athletic models, have engaged counsel and are actively advocating against initiation of a safeguard or anti-dumping case.

        Should import restrictions be imposed, our business would be adversely affected. We do not believe, however, that our products would be affected more severely than those of our major competitors. Because we continue to source our products in Vietnam and other nations, it is quite likely that not all products would be subject to possible EU import restrictions on footwear produced in China. However, until Vietnam becomes a member of the WTO, Vietnam remains a potential target for a safeguard or anti-dumping action. Vietnam imports into the EU are already subject to surveillance measures that have not interfered with our import/marketing program.

        The EU maintains anti-dumping duties on certain leather-upper footwear from China, Thailand and Indonesia. Because these duties apply only to low-cost footwear below the import prices of most products sold under the Reebok and Rockport brands, our products have not been significantly impacted by such duties.

        The EU has restricted or banned the use of hundreds of substances that can be found in consumer products, and it continues to expand the list of restricted substances. Japan and some EU member states have imposed even more stringent restrictions on certain substances. Further, we are aware of instances where European consumers (and some European retailers) have rejected products containing substances not restricted by any law for environmental, health and human rights concerns. Such consumer action and the response of retailers could disrupt distribution and cause withdrawal of

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the product from the market, which would substantially impact our sales of those products. While it is impossible to predict such consumer action, we do closely monitor the demands of non-governmental organizations active in Europe and elsewhere and, where appropriate, we constructively engage with them in an effort to address their concerns. To date we have not encountered rejection of any of our products.

        To address environmental, health and human rights concerns, through our Reebok Restricted Substances Policy we have engaged in an aggressive initiative to assure that our products do not contain substances restricted by law in the U.S., EU, Japan and other markets, or substances that have been otherwise identified as undesirable. By informing our contract manufacturers and their material suppliers of the Reebok Restricted Substances Policy, and requiring their compliance with such policy, we have been able to preclude governmental enforcement action that could disrupt delivery of product to the market.

        The EU has also promulgated a Recycling Directive. We are in compliance with this directive for our shipping, packaging and consumer packaging through our participation in various EU approved programs. As is the case for restricted substances, we go beyond the legal requirements in the area of recycling by using 80 percent recycled material in our shoe boxes throughout the world.

Other Markets

        Other countries, including Mexico, Canada, Colombia, Chile and South Africa, maintain import restrictions on footwear from China. Reebok is able to serve these markets either through exemptions covering our products or through alternative sourcing from countries other than China. Some smaller markets may restrict all footwear imports from time to time, and at such times our sales and our competitors' sales are severely reduced in such markets, although in some countries such as Argentina we have been able to find unique alternative sources such as Brazil. None of our major markets has imposed or is expected to adopt such blanket restrictions.

PRINCIPAL PRODUCTS     —    Sales of the following categories of products contributed more than 10% of our total consolidated net sales in the years indicated: 2004, footwear (approximately 64%) and apparel (approximately 36%); 2003, footwear (approximately 64%) and apparel (approximately 36%); and 2002, footwear (approximately 66%) and apparel (approximately 34%).

BACKLOG     —    The backlog of orders that are scheduled for delivery during the period January 1, 2005 through June 30, 2005 that we believe to be firm (though cancelable by the purchaser) total approximately $1.25 billion, compared to approximately $1.19 billion for the period January 1, 2004 through June 30, 2004. This reflects our company-wide backlog, including orders for all of our brands. These backlog comparisons are not necessarily indicative of future sales trends. Many customer orders are cancelable with little or no penalty, currencies may fluctuate, sales by Company-owned retail outlet 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 because sales are made by independent distributors, and the ratio of orders booked early to at-once shipments can vary from period to period.

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WORKING CAPITAL ITEMS     —    We must commit to production tooling, and in some cases to production, in advance of orders because of the relatively long lead times for design and production in the footwear industry. We must also maintain inventory to fulfill "at-once" shipments. We believe our practices with respect to working capital items are consistent with practices in the footwear and apparel industry in general.

        We have a committed $300 million revolving credit facility, which includes a letter of credit subfacility of $200 million, with a syndicate of banks. This facility was entered into in 2002. Our credit agreement includes various covenants, including the requirement to maintain a minimum interest coverage ratio and a debt to adjusted earnings ratio. Two of The Hockey Company's subsidiaries are party to credit agreements with total borrowing capacity of $42.0 million. These credit agreements are collateralized by all accounts receivable, inventories and related assets of the borrowers and certain affiliated companies. These credit agreements contain negative and affirmative covenants including those relating to capital expenditures, minimum interest coverage and fixed charges coverage. At December 31, 2004, there were no borrowings under these credit agreements. We also have various arrangements with numerous banks that provide an aggregate of approximately $472.4 million of uncommitted facilities, substantially all of which are available to our foreign subsidiaries. Of this amount, approximately $251.6 million is available for short-term borrowings and bank overdrafts, with the remainder available for letters of credit for inventory purchases. At December 31, 2004, approximately $23.0 million was outstanding for open letters of credit for inventory purchases in addition to approximately $63.2 million in notes payable to banks and $17.3 million that was outstanding under standby letters of credit.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS     —    Financial information about geographic operations appears in Note 15 of the consolidated financial statements.

EMPLOYEES     —    As of December 31, 2004, we had approximately 9,102 regular full-time and part-time employees. We have never suffered a material interruption of business caused by labor disputes with employees, and we consider our employee relations to be good.

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EXECUTIVE OFFICERS OF THE REGISTRANT     —    Our executive officers are:

        Our executive officers hold office until the first meeting of the Board of Directors following our annual meeting of stockholders, or special meeting in lieu thereof, and thereafter until their respective successors are chosen and qualified. Reebok has adopted the RIL Employee Corporate Standards of Business Conduct, a written code of ethics that applies to all of Reebok's officers and employees worldwide. The Corporate Standards are posted on our website at www.reebok.com.

        Paul Fireman is the founder of the Company and has served as its Chief Executive Officer since the Company's founding in 1979 and as its Chairman of the Board since 1986. Mr. Fireman served as President of the Company from 1979 to 1987 and was appointed again to that position in 1989, in which he continued to serve until December 2001. In October 2004 Mr. Fireman was re-appointed President of the Company and resumed leadership of the Reebok Brand. Mr. Fireman has been a Director of the Company since 1979. Mr. Fireman is also a Director of Abiomed, Inc., a manufacturer of medical devices.

        Kenneth Watchmaker has been an Executive Vice President of the Company since February 1994 and was appointed Chief Financial Officer in June 1995. Prior to his appointment as Chief Financial Officer, he was Executive Vice President with responsibility for finance, footwear production and management information systems. He joined the Company in July 1992 as Executive Vice President, Operations and Finance, of the Reebok Brand.

        David Baxter became a Senior Vice President of the Company in May 2003. He was appointed President of Onfield Apparel Group in October 2002 after joining the Company in March 2001 as Senior Vice President and Chief Operating Officer of Onfield Apparel Group. Prior to joining Reebok, Mr. Baxter served as President of Logo Athletic from January 2000 until he joined the Company. He joined Logo Athletic in 1998 as Senior Vice President of Sales and Marketing, a position he held until his promotion to President.

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        Suzanne Biszantz became a Senior Vice President of the Company in May 2003. She was appointed President and Chief Executive Officer of the Greg Norman Collection in November 2002 after joining the Company in June 2001 as the General Manager/Vice President of Sales, Planning and Merchandising for the Greg Norman Collection. Prior to joining Reebok, from June 1998 until she joined the Company, Ms. Biszantz was Vice President of Sales for Ashworth, Inc.

        Paul Harrington became Senior Vice President, International Operations and Chief Supply Chain Officer of the Company in March 2004. Mr. Harrington joined the Company in his current role in March 2004 after serving as Senior Vice President, Global Supply Chain at Levi Strauss & Co. since December 2002. Prior to joining Levi Strauss, from 2000 until 2002 Mr. Harrington was Senior Vice President of Reebok's Global Supply Chain. From 1998 to 2000 he was Vice President of Global Planning and Logistics for Reebok.

        Robert Myers became a Senior Vice President of the Company in May 2004. Mr Myers joined Reebok as its Chief Human Resources Officer in November 2003. Prior to joining Reebok, from November 1999 until May 2002 Mr. Myers served as Executive Vice President, Human Resources after serving as a Consultant to the President at Metromedia Restaurant Group. Before that, he served as Vice President and Executive Director of Human Resources at BankBoston Corporation from January 1999 until BankBoston's merger with FleetBoston Financial Corp. in October 1999.

        David A. Pace became a Senior Vice President of the Company in February 2001, having been appointed Vice President and General Counsel, and elected Clerk, in December 1999. From May 1999 until his promotion, Mr. Pace was Vice President, Global Alliances and Endorsements for the Reebok Brand. Prior to this position, Mr. Pace was Assistant General Counsel from January 1997 until May 1999.

        Richard Paterno became Senior Vice President of the Company and President and Chief Executive Officer of The Rockport Company in June 2001. Mr. Paterno was initially hired as Executive Vice President for Sales and General Merchandise Manager of Women's for Rockport in May 2001. Prior to joining Rockport, Mr. Paterno was President of Easy Spirit from October 1999 to May 2001.

        Terry Pillow became President and Chief Executive Officer of Ralph Lauren Footwear in June 2001. Mr. Pillow joined the Company as Senior Vice President of the Company and President and Chief Executive Officer of The Rockport Company in 1999. Prior to joining the Company, Mr. Pillow was President of the apparel division of Coach Leatherware, a subsidiary of Sara Lee Corporation.