SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
FOR QUARTERLY REPORTS UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter Ended August 31, 2000 Commission file number - 1-10635
NIKE, Inc.
(Exact name of registrant as specified in its charter)
OREGON 93-0584541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Bowerman Drive, Beaverton, Oregon 97005-6453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 671-6453
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days
Yes X No .
___ ___
Common Stock shares outstanding as of August 31, 2000 were:
_________________
Class A 99,233,999
Class B 170,863,463
-----------
270,097,462
===========
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
NIKE, Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
Aug. 31, May 31,
2000 2000
________ _______
(in millions)
ASSETS
Current assets:
Cash and equivalents $ 407.1 $ 254.3
Accounts receivable 1,703.7 1,567.2
Inventories (Note 4) 1,469.2 1,446.0
Deferred income taxes 113.2 111.5
Income taxes receivable - 2.2
Prepaid expenses 242.8 215.2
________ ________
Total current assets 3,936.0 3,596.4
Property, plant and equipment 2,428.2 2,393.8
Less accumulated depreciation 840.3 810.4
________ ________
1,587.9 1,583.4
Identifiable intangible assets and goodwill 407.1 410.9
Deferred income taxes and other assets 260.1 266.2
________ ________
$6,191.1 $5,856.9
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 0.1 $ 50.1
Notes payable 1,031.8 924.2
Accounts payable 589.6 543.8
Accrued liabilities 590.3 621.9
Income taxes payable 104.6 -
________ ________
Total current liabilities 2,316.4 2,140.0
Long-term debt 467.1 470.3
Deferred income taxes and other liabilities 104.6 110.3
Commitments and contingencies (Note 6) -- --
Redeemable preferred stock 0.3 0.3
Shareholders' equity:
Common stock at stated value:
Class A convertible-99.2 and
99.2 shares outstanding 0.2 0.2
Class B-170.9 and 170.4 shares
outstanding 2.6 2.6
Capital in excess of stated value 383.2 369.0
Unearned stock compensation (14.6) (11.7)
Accumulated other comprehensive income (127.6) (111.1)
Retained earnings 3,058.9 2,887.0
________ ________
3,302.7 3,136.0
________ ________
$6,191.1 $5,856.9
======== ========
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of this statement.
NIKE, Inc.
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENT OF INCOME
<S> <C> <C>
Three Months Ended
August 31,
__________________
2000 1999
____ ____
(in millions, except per share data)
Revenues $2,636.7 $2,501.1
_________ _________
Costs and expenses:
Cost of sales 1,569.2 1,534.7
Selling and administrative 701.1 626.5
Interest 15.4 10.0
Other expense 20.0 7.0
_________ _________
2,305.7 2,178.2
________ __________
Income before income taxes 331.0 322.9
Income taxes 120.8 122.7
________ ________
Net income $ 210.2 $ 200.2
========= =========
Basic earnings per common share $ 0.78 $ 0.71
(Note 3) ========= =========
Diluted earnings per common share $ 0.77 $ 0.70
(Note 3) ========= =========
Dividends declared per common share $ 0.12 $ 0.12
========= =========
</TABLE>
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of this statement.
NIKE, Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Ended
August 31,
_________________
2000 1999
____ ____
(in millions)
Cash provided (used) by operations:
Net income $ 210.2 $200.2
Income charges (credits) not
affecting cash:
Depreciation 46.0 43.5
Deferred income taxes (3.0) (8.4)
Amortization and other 6.4 18.1
Changes in other working capital
components (83.7) 70.0
_______ _______
Cash provided by operations 175.9 323.4
_______ _______
Cash provided (used) by investing activities:
Additions to property, plant and
equipment (69.6) (172.3)
Disposals of property, plant and
equipment 0.7 2.7
Decrease/(increase) in other assets 4.7 (9.1)
Increase in other liabilities 0.8 0.1
_______ _______
Cash used by investing activities (63.4) (178.6)
_______ _______
Cash provided (used) by financing activities:
Reductions in long-term debt
including current portion (50.2) (0.3)
Increase in notes payable 107.5 69.6
Proceeds from exercise of options 8.6 5.1
Repurchase of stock (5.9) (130.1)
Dividends - common and preferred (32.4) (33.9)
_______ _______
Cash provided (used) by financing activities 27.6 (89.6)
_______ _______
Effect of exchange rate changes on cash 12.7 (27.1)
Net increase in cash and equivalents 152.8 28.1
Cash and equivalents, May 31, 2000 and 1999 254.3 198.1
_______ _______
Cash and equivalents, August 31, 2000
and 1999 $ 407.1 $226.2
======= =======
Non-cash investing and financing activity:
Assumption of long-term debt to acquire
property, plant, and equipment $ - $108.9
======= =======
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of this statement.
NIKE, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Summary of significant accounting policies:
___________________________________________
Basis of presentation:
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) which
are, in the opinion of management, necessary for a fair presentation of
the results of operations for the interim period(s). The interim financial
information and notes thereto should be read in conjunction with the
Company's latest annual report to shareholders. The results of operations
for the three (3) months ended August 31, 2000 are not necessarily
indicative of results to be expected for the entire year.
Certain prior year amounts have been reclassified to conform to fiscal
year 2001 presentation. These changes had no impact on previously reported
results of operations or shareholders' equity.
NOTE 2 - Comprehensive Income:
__________________
Comprehensive income, net of taxes, is as
follows:
Three Months Ended
August 31,
__________________
2000 1999
____ ____
(in millions)
Net Income $210.2 $200.2
Change in Cumulative
Translation Adjustment (12.7) (11.5)
Change in Unrealized
Loss in Securities (3.8) -
_______ _______
Total Comprehensive Income $193.7 $188.7
======= =======
NOTE 3 - Net income per common share:
___________________________
Basic and diluted earnings per share are calculated in accordance with
SFAS 128, "Earnings per Share." This standard requires that basic earnings per
share be calculated using the average common shares outstanding. Diluted
earnings per share are calculated by taking into consideration the dilutive
effect of issued and outstanding stock options. Options to purchase 9.6
million and 1.6 million shares of common stock were outstanding at August 31,
2000 and August 31, 1999, respectively but were not included in the computation
of diluted earnings per share because the options' exercise prices were greater
than the average market price of common shares and, therefore, the effect would
be antidilutive. The following represents a reconciliation from basic earnings
per share to diluted earnings per share:
Three Months Ended
August 31,
__________________
2000 1999
____ ____
(in millions, except per share data)
Determination of shares:
Average common shares
outstanding 269.9 281.1
Assumed conversion of
dilutive stock options
and awards 3.9 4.4
______ ______
Diluted average common
shares outstanding 273.8 285.5
====== ======
Basic earnings per
common share $ 0.78 $ 0.71
====== ======
Diluted earnings per
common share $ 0.77 $ 0.70
====== ======
NOTE 4 - Inventories:
___________
Inventories by major classification are as follows:
Aug. 31, May 31,
2000 2000
________ ________
(in millions)
Finished goods $1,438.6 $1,416.6
Work-in-progress 19.3 17.3
Raw materials 11.3 12.1
________ ________
$1,469.2 $1,446.0
======== ========
NOTE 5 - Operating Segments:
The Company's major operating segments are defined by geographic regions
for subsidiaries participating in NIKE Brand sales activity. Other Brands as
shown below represent activity for Cole-Haan Holdings, Inc., Bauer NIKE Hockey,
Inc., and NIKE IHM, Inc. and are considered immaterial for individual
disclosure. In prior years, the Company's operations in Africa were included
in the Americas region, but effective June 1, 2000, these operations are
included in the Europe region. Africa information and certain other prior year
segment information has been reclassified to conform with current year
presentation. Where applicable, "Corporate" represents items necessary to
reconcile to the consolidated financial statements which generally include
corporate activity and corporate eliminations. The segments are evidence of
the structure of the enterprise's internal organization. Each NIKE Brand
geographic segment operates predominantly in one industry: the design,
production, marketing and selling of sports and fitness footwear, apparel, and
equipment.
Net revenues as shown below represent sales to external customers for each
segment. Intercompany revenues have been eliminated and are immaterial for
separate disclosure. The Company evaluates performance of individual operating
segments based on Contribution Profit before Corporate Allocations, Interest
Expense and Income Taxes. On a consolidated basis, this amount represents
Income Before Taxes less Interest Expense as shown in the Consolidated Statement
of Income. Other reconciling items for Contribution Profit represent corporate
costs that are not allocated to the operating segments for management reporting
and intercompany eliminations for specific income statement items.
Accounts receivable, inventory, and fixed assets for operating segments
are regularly reviewed and therefore provided:
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
August 31,
__________________
2000 1999
____ ____
Net Revenue
USA $1,351.9 $1,331.7
EURORE 775.5 730.6
ASIA PACIFIC 240.5 190.9
AMERICAS 150.1 130.8
OTHER BRANDS 118.7 117.1
_________ _________
$2,636.7 $2,501.1
========= =========
Contribution Profit
USA $ 288.5 $ 272.9
EUROPE 149.7 151.4
ASIA PACIFIC 40.4 24.0
AMERICAS 26.8 20.9
OTHER BRANDS 18.7 20.0
CORPORATE (177.7) (156.3)
_________ _________
$ 346.4 $ 332.9
========= =========
Aug. 31, May 31,
2000 2000
_________ __________
Accounts Receivable, net
USA $ 572.9 $ 564.8
EUROPE 650.4 529.9
ASIA PACIFIC 159.5 200.8
AMERICAS 146.3 123.0
OTHER BRANDS 145.4 121.0
CORPORATE 29.2 27.7
_________ _________
$1,703.7 $1,567.2
========= =========
Inventories, net
USA $ 786.9 $ 736.5
EUROPE 299.7 357.4
ASIA PACIFIC 138.6 115.9
AMERICAS 69.8 65.5
OTHER BRANDS 143.6 141.4
CORPORATE 30.6 29.3
_________ _________
$1,469.2 $1,446.0
======== =========
Property, Plant and Equipment, net
USA $ 267.4 $ 271.6
EUROPE 226.9 240.4
ASIA PACIFIC 423.5 426.4
AMERICAS 17.5 18.2
OTHER BRANDS 113.2 114.4
CORPORATE 539.4 512.4
_________ _________
$1,587.9 $1,583.4
========= =========
</TABLE>
NOTE 6 - Commitments and contingencies:
_____________________________
At August 31, 2000, the Company had letters of credit outstanding
totaling $734.8 million. These letters of credit were issued for the
purchase of inventory.
There have been no other significant subsequent developments
relating to the commitments and contingencies reported on the
Company's most recent Form 10-K.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
Operating Results
_________________
Net income for the first quarter of fiscal year 2001 was $210.2 million,
a 5% increase over the $200.2 million net income reported in the first quarter
of fiscal year 2000. A 5% increase in revenues and a 190 basis point
improvement in gross margin percentage were the primary drivers of the
increase, offset in part by increased selling and administrative expenses.
Diluted earnings per share rose from $.70 to $.77, a 10% increase over the
prior year. Share repurchases over the past year resulted in fewer shares
outstanding in fiscal year 2001, and hence drove earnings per share growth
faster than net income.
Each geographic region achieved revenue growth in the quarter. The U.S.
region, which represents 54% of NIKE brand revenues, grew 2%. U.S. footwear
and apparel revenues declined 1% and 2%, respectively, while equipment
revenues grew 55%.
Our international regions accounted for 46% of NIKE brand revenues in the
first quarter of fiscal year 2001, up from 44% in the first quarter of the
previous fiscal year. Revenues in our European region, which includes
operations in Africa, grew 6%; had the value of the U.S. dollar remained
constant with the prior year, revenues would have increased 19%. In the Asia
Pacific region, revenues grew 26%; had the value of the U.S. dollar remained
constant with the prior year, revenues would have increased 20%. In the
Americas region, revenues grew 15%; had the value of the U.S. dollar remained
constant with the prior year, revenues would have increased 16%. In the
international regions, the growth reflected higher revenues in footwear,
apparel and equipment.
The breakdown of revenues follows:
Three Months Ended
August 31,
___________________
%
2000 1999 change
______ ______ _______
(in millions)
U.S.A. REGION
FOOTWEAR $934.9 $941.0 -1%
APPAREL 325.9 332.0 -2%
EQUIPMENT AND OTHER 91.1 58.7 55%
_______ _______
TOTAL U.S.A. 1,351.9 1,331.7 2%
EUROPE REGION
FOOTWEAR 424.0 385.1 10%
APPAREL 296.7 294.6 1%
EQUIPMENT AND OTHER 54.8 50.9 8%
_______ _______
TOTAL EUROPE 775.5 730.6 6%
ASIA PACIFIC REGION
FOOTWEAR 152.0 122.3 24%
APPAREL 64.7 49.7 30%
EQUIPMENT AND OTHER 23.8 18.9 26%
_______ _______
TOTAL ASIA PACIFIC 240.5 190.9 26%
AMERICAS REGION
FOOTWEAR 101.5 92.1 10%
APPAREL 42.2 35.8 18%
EQUIPMENT AND OTHER 6.4 2.9 121%
_______ _______
TOTAL AMERICAS 150.1 130.8 15%
_______ _______
TOTAL NIKE BRAND 2,518.0 2,384.0 6%
OTHER BRANDS 118.7 117.1 1%
_______ _______
TOTAL REVENUES $2,636.7 $2,501.1 5%
======== ========
The gross margin percentage for the quarter was 40.5%, representing the
third consecutive quarter in which that percentage was greater than 40%. Each
region, and the footwear and apparel businesses, reported gross margin
percentage improvements over the prior year, resulting in a 190 basis point
improvement for the Company as a whole. Several factors contributed to the
improved gross margin percentage from the previous year, including fewer
apparel close-outs, improved retail margins, and improved apparel net pricing
margins, driven primarily by a better product mix in Europe.
Selling and administrative expenses increased $74.6 million versus the
first quarter of last year. The largest factor in this increase was marketing
spending related to two major sporting events this fiscal year: the 2000
European Soccer Championship and the 2000 Summer Olympics. Other significant
factors included our continued investments in new retail outlets, the
development of e-commerce, our supply chain initiatives and geographic
expansion.
Interest expense for the quarter increased from $10.0 million last year
to $15.4 million this year, due to higher outstanding debt balances during the
first quarter of fiscal year 2001 versus the first quarter of fiscal year 2000.
The debt balances increased during fiscal year 2000 primarily to fund capital
expenditures, share repurchases and the financing of inventory purchases
previously financed by our trading partner, Nissho Iwai American Corporation
(NIAC), with whom we restructured our trading agreement in fiscal year 2000.
Other income/expense was a net expense for the quarter of $20.0 million,
up from a $7.0 million expense in the prior year. Foreign exchange losses
were the largest driver of this increased expense.
Our effective tax rate decreased from 38.0% in the first quarter of the
prior year to 36.5% in the first quarter of this year. The drop was primarily
due to increased utilization of tax loss carryforwards of certain foreign
operations that recently turned profitable and lower taxes on a portion of
foreign earnings that have been permanently reinvested offshore.
Futures Orders
Worldwide futures and advance orders for NIKE brand athletic footwear and
apparel scheduled for delivery between September 2000 and January 2001 totaled
$3.1 billion, essentially flat as compared to the same period last year.
These orders and the relative change in these orders between years are not
necessarily indicative of the change in revenues that we will experience for
subsequent periods. This is due to potential shifts in the mix of advance
orders in relation to at-once orders and varying cancellation rates. Exchange
rate fluctuations will also cause differences in the comparisons.
Euro Conversion
On January 1, 1999, eleven of the fifteen member countries of the
European Union established permanent, fixed conversion rates between their
existing currencies and the European Union's new common currency, the euro.
During the transition period ending December 31, 2001, public and private
parties may pay for goods and services using either the euro or the
participating country's legacy currency. Beginning January 1, 2002, euro
denominated bills and coins will be issued, with the legacy currencies being
completely withdrawn from circulation on June 30, 2002.
We have had a dedicated project team working on euro transition strategy
since January 1998. We are in the process of making modifications to
information echnology systems supporting marketing, order management,
purchasing, invoicing, payroll, and cash management functions. Many of our
systems are already euro compliant. Our plan is to have most systems converted
to euro compliance by the end of calendar year 2000, well ahead of the end of
the transitional period.
We believe the introduction of the euro may create a move towards a
greater level of wholesale price harmonization, although differing country
costs and value added tax rates will continue to result in price differences
at the retail level. Over the past year, we have been actively working to
assess and, where necessary, adjust our pricing practices to operate
effectively in this new environment. The introduction of the euro may also
reduce currency exchange and hedging costs.
The costs of adapting our systems and practices to the implementation of
the euro are generally related to modification of existing systems, and are
estimated to be approximately $8 million. These costs are being expensed as
incurred. NIKE believes that the conversion to the euro will not have a
material impact on our financial condition or results of operations.
Liquidity and Capital Resources
Cash provided by operations in the first quarter of fiscal year 2001 was
$175.9 million, a decrease of $147.5 million versus the first quarter of last
year. While net income increased $10.0 million over the prior year, cash
provided by operations was reduced by a $153.7 million increase in the use of
cash for working capital. This change in working capital was due to a smaller
increase in accounts payable and accrued liabilities in the first quarter of
this year due to the timing of certain payments and the restructuring of our
agreement with NIAC in fiscal year 2000.
Capital expenditures for the first quarter of fiscal year 2001 were $69.6
million. A significant portion of this total expenditure was for computer
equipment and software, driven by our supply chain initiative. We also
continued to invest funds in the expansion of our world headquarters and the
development of new warehouse facilities in Japan.
Net cash provided by financing activities was $27.6 million. This
reflected increased short-term borrowings incurred primarily to fund higher
working capital balances than at May 31, 2000.
We believe that the significant cash flow generated by operations,
together with access to external sources of funds, will be adequate to meet
our anticipated capital needs. Significant short and long-term lines of
credit are maintained with banks, which, along with cash on hand, provide
adequate operating liquidity. Liquidity is also provided by our commercial
paper program, under which there was $647.2 million outstanding at August 31,
2000.
In the first quarter of fiscal year 2001, we purchased a total of 0.1
million shares of NIKE's Class B common stock for $5.9 million. These
purchases were made under a four-year, $1 billion share repurchase program
authorized by our Board of Directors at the beginning the current fiscal year.
Funding for repurchases has, and is expected to continue to come primarily
from operating cash flow. The timing and the amount of shares purchased will
be dictated by working capital needs and stock market conditions.
Dividends per share of common stock for the first quarter of fiscal year
2001 remained at $.12 per share, the same level as the previous year.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There were no material changes to the disclosure made in the Annual Report
on Form 10-K for the fiscal year ended May 31, 2000 regarding this matter.
Special Note Regarding Forward-Looking Statements
and Analyst Reports
Certain written and oral statements made or incorporated by reference
from time to time by NIKE or its representatives in this report, other
reports, filings with the Securities and Exchange Commission, press releases,
conferences, or otherwise, are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 ("the Act"). Forward-
looking statements include, without limitation, any statement that may predict,
forecast, indicate, or imply future results, performance, or achievements, and
may contain the words "believe, "anticipate," "expect," "estimate," "project,"
"will be," "will continue," "will result," or words or phrases of similar
meaning. Forward-looking statements involve risks and uncertainties which may
cause actual results to differ materially from the forward-looking statements.
The risks and uncertainties are detailed from time to time in reports filed by
NIKE with the S.E.C., including Forms 8-K, 10-Q, and 10-K, and include, among
others, the following: international, national and local general economic and
market conditions; the size and growth of the overall athletic footwear,
apparel, and equipment markets; intense competition among designers, marketers,
distributors and sellers of athletic footwear, apparel, and equipment for
consumers and endorsers; demographic changes; changes in consumer preferences;
popularity of particular designs, categories of products, and sports; seasonal
and geographic demand for NIKE products; the size, timing and mix of purchases
of NIKE's products; fluctuations and difficulty in forecasting operating
results, including, without limitation, the fact that advance "futures" orders
may not be indicative of future revenues due to the changing mix of futures and
at-once orders; the ability of NIKE to sustain, manage or forecast its growth
and inventories; new product development and introduction; the ability to
secure and protect trademarks, patents, and other intellectual property;
performance and reliability of products; customer service; adverse publicity;
the loss of significant customers or suppliers; dependence on distributors;
business disruptions; increased costs of freight and transportation to meet
delivery deadlines; changes in business strategy or development plans; general
risks associated with doing business outside the United States, including,
without limitation, import duties, tariffs, quotas and political and economic
instability; changes in government regulations; liability and other claims
asserted against NIKE; the ability to attract and retain qualified personnel;
and other factors referenced or incorporated by reference in this report and
other reports.
The risks included here are not exhaustive. Other sections of this
report may include additional factors which could adversely impact NIKE's
business and financial performance. Moreover, NIKE operates in a very
competitive and rapidly changing environment. New risk factors emerge from
time to time and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on NIKE's
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-
looking statements. Given these risks and uncertainties, investors should not
place undue reliance on forward-looking statements as a prediction of actual
results.
Investors should also be aware that while NIKE does, from time to time,
communicate with securities analysts, it is against NIKE's policy to disclose
to them any material non-public information or other confidential commercial
information. Accordingly, shareholders should not assume that NIKE agrees with
any statement or report issued by any analyst irrespective of the content of
the statement or report. Furthermore, NIKE has a policy against issuing or
confirming financial forecasts or projections issued by others. Thus, to the
extent that reports issued by securities analysts contain any projections,
forecasts or opinions, such reports are not the responsibility of NIKE.
Part II - Other Information
.
Item 1. Legal Proceedings:
There have been no material changes from the information previously
reported under Item 3 of the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 2000.
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held on September 18,
2000. The shareholders elected for the ensuing year all of management's
nominees for the Board of Directors and ratified the appointment of
PricewaterhouseCoopers LLP as independent accountants for fiscal 2001.
The voting results are as follows:
Election of Directors
Votes Cast
For Withheld Broker
Non-Votes
Directors
Elected by holders of
Class A Common Stock:
Ralph D. DeNunzio 96,163,342 -0- -0-
Richard K. Donahue 96,163,342 -0- -0-
Douglas G. Houser 96,163,342 -0- -0-
John E. Jaqua 96,163,342 -0- -0-
Philip H. Knight 96,163,342 -0- -0-
Charles W. Robinson 96,163,342 -0- -0-
A. Michael Spence 96,163,342 -0- -0-
John R. Thompson, Jr. 96,163,342 -0- -0-
Elected by holders of
Class B Common Stock:
Thomas E. Clarke 138,126,398 4,926,029 -0-
Jill K. Conway 140,280,337 2,772,090 -0-
Delbert J. Hayes 138,150,327 4,902,100 -0-
Broker
For Against Abstain Non-Votes
Proposal 2 -
Amend 1990 Stock Incentive Plan
Class A and Class B
Common Stock Voting
Together 160,005,178 53,171,718 797,362 26,241,511
Proposal 3 -
Reapprove Executive Performance
Sharing Plan
Class A and Class B
Common Stock Voting
Together 235,132,770 4,272,050 812,542 -0-
Proposal 4 -
Ratify the appointment
of PricewaterhouseCoopers LLP
as independent accountants:
Class A and Class B
Common Stock Voting
Together 239,486,410 136,448 594,510 -0-
Item 6. Exhibits and Reports on Form 8-K:
(a) EXHIBITS:
3.1 Restated Articles of Incorporation, as amended (incorporated by
reference from Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended August 31, 1995).
3.2 Third Restated Bylaws, as amended (incorporated by reference
from Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1995).
4.1 Restated Articles of Incorporation, as amended (see Exhibit 3.1).
4.2 Third Restated Bylaws, as amended (see Exhibit 3.2).
4.3 Form of Indenture between the Company and The First National Bank
of Chicago, as Trustee (incorporated by reference from Exhibit
4.01 to Amendment No. 1 to Registration Statement No. 333-15953
filed by the Company on November 26, 1996).
10.1 Credit Agreement dated as of September 15, 1995 among NIKE, Inc.,
Bank of America National Trust & Savings Association,
individually and as Agent, and the other banks party thereto
(incorporated by reference from the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended August 31, 1995).
10.2 Form of non-employee director Stock Option Agreement (incorporated
by reference from Exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1993).*
10.3 Form of Indemnity Agreement entered into between the Company and
each of its officers and directors (incorporated by reference from
the Company's definitive proxy statement filed in connection with
its annual meeting of shareholders held on September 21, 1987).
10.4 NIKE, Inc. Restated Employee Incentive Compensation Plan
(incorporated by reference from Registration Statement No. 33-29262
on Form S-8 filed by the Company on June 16, 1989).*
10.5 NIKE, Inc. 1990 Stock Incentive Plan (incorporated by reference
from the Company's definitive proxy statement filed in connection
with its annual meeting of shareholders held on September 22, 1997).*
10.6 NIKE, Inc. Executive Performance Sharing Plan (incorporated
by reference from the Company's definitive proxy statement filed
in connection with its annual meeting of shareholders held on
September 18, 2000).*
10.7 NIKE, Inc. Long-Term Incentive Plan (incorporated by reference
from the Company's definitive proxy statement filed in connection
with its annual meeting of shareholders held on September 18, 2000).*
10.8 Collateral Assignment Split-Dollar Agreement between NIKE, Inc.
and Philip H. Knight dated March 10, 1994 (incorporated by
reference from Exhibit 10.7 to the Company's Annual Report on
Form 10-K for he fiscal year ended May 31, 1994).*
12.1 Computation of Ratio of Earnings to Charges.
27 Financial Data Schedule.
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fiscal quarter ending
August 31, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
NIKE, Inc.
An Oregon Corporation
BY:/s/ Donald W. Blair
________________________
Donald W. Blair
Chief Financial Officer
DATED: October 16, 2000
