An improved method of manufacturing footwear includes lasting a lining and an upper material over a last board, such that the lining extends further over the last board and the upper material. Stitching and/or adhesive may be used to attach the lining and the upper material to one another. A gasket substantially covering the last board, the outside is then utilized. The gasket may include a web substrate and a thermoplastic adhesive. The lining may include one or two membranes that may be laminated between a tricot abrasion layer and a face fabric and/or insulation if required.