SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 9, 1996 NIKE, INC. (Exact name of registrant as specified in its charter) Oregon 1-10635 93-0584541 (State of incorporation) (Commission File (IRS Employer Number) Identification No.) One Bowerman Drive, Beaverton, Oregon 97005-6453 (Address of principal executive offices) (Zip Code) (503) 671-6453 (Registrant's telephone number, including area code) Item 5. OTHER EVENTS The Registrant issued the following press release on July 9, 1996: Beaverton, OR (July 9, 1996) -- NIKE, Inc. (NYSE:NKE) today reported record revenues and earnings for the Company's fourth quarter and fiscal year ended May 31, 1996. Fourth quarter net income totaled $156.4 million, or $1.06 per share, compared to $113.4 million, or $0.78 per share in the fourth quarter last year. Fourth quarter revenues were $1.92 billion, up 36 percent compared to $1.41 billion last year. For the fiscal year ended May 31, 1996, net income grew to a record $553.2 million or $3.77 per share, increases of 38 and 39 percent respectively, compared to $399.7 million or $2.72 per share in fiscal 1995. Full year revenues totaled a record $6.47 billion compared to $4.76 billion last year, an increase of 36 percent. The Company also reported worldwide futures orders for athletic footwear and apparel scheduled for delivery between June and November 1996 total a record $3.93 billion, 55 percent higher than such orders for the same period last year. Had the U.S. dollar remained constant at year-ago levels, worldwide futures orders would have increased 57 percent. This significant increase in worldwide orders for the period is due both to continued growth of NIKE core business and a change in the mix of futures and "at once" shipments as NIKE futures programs become more established on a global basis, particularly in apparel. * NIKE Chairman Philip H. Knight stated, "This past year has been one of expansive growth for the NIKE brand. The 99 percent increase in sales of U.S. athletic apparel is testament to the powerful brand equity we've created. U.S. footwear, a segment where some questioned our capacity to gain additional market share, grew by 20 percent. "Outside the U.S., our growth was stronger and more equally balanced, as international footwear grew 35 percent while apparel increased 38 percent for the year. We are starting to see the benefits of our investment spending outside the U.S. as we balance the power of the global NIKE brand with our localized sports marketing efforts. "In the fourth quarter, U.S. athletic footwear and apparel revenues topped $1 billion for the first time ever in a quarter. In U.S. footwear, the top revenue category was women's fitness which grew 57 percent in the quarter. The women's sport category grew 77 percent in the quarter while men's training was up 67 percent. The running market continues to show renewed strength, with sales of men's running up 56 percent in the fourth quarter. "The depth of NIKE's brand strength can best be seen in our U.S. apparel business, where revenues increased 117 percent in the fourth quarter. Our U.S. apparel futures orders remain extremely strong, driven by outstanding product and retailers' increasing use of our apparel futures program. This broad-based acceptance of NIKE apparel validates our belief that we will be the dominant player in the U.S. athletic apparel market in fiscal 1997.* "Outside the U.S., there is great parity in our growth, with each of our three regions -- Europe, Asia Pacific and the Americas -- showing revenue increases of over 30 percent for the fourth quarter and the full year. "The NIKE brand has excellent momentum going into fiscal 1997, as evidenced by our record futures orders. In U.S. footwear, our two largest categories showed particular strength with men's basketball up 48 percent and women's fitness up 67 percent. The balanced growth can also be seen in men's running where U.S. footwear futures orders increased 110 percent."* In the fourth quarter, U.S. athletic footwear and apparel revenues totaled $1.02 billion, an increase of 44 percent. International athletic footwear and apparel revenues increased 35 percent to $768.7 million. Revenues from other brands, which include Bauer (formerly Canstar Sports), Cole Haan, Tetra Plastics and Sports Specialties, decreased 1 percent to $132.9 million. Consolidated gross margins for the quarter were 39.6 percent compared to 40.1 percent last year. Selling and administrative expenses were 25.4 percent of fourth quarter revenues, compared with 26.2 percent last year. NIKE's balance sheet remained very strong. The current ratio at May 31, 1996, was 1.9 to 1. Cash and short-term investments totaled $262.1 million. Total U.S. footwear inventory units ended the quarter essentially flat compared to February 29, 1996 and up 17 percent from May 31, 1995. For the full fiscal year, U.S. athletic footwear and apparel revenues increased 32 percent to $3.62 billion. U.S. athletic footwear grew 20 percent to $2.77 billion while U.S. apparel rose to $842.5 million, an increase of 99 percent. Full-year international athletic footwear and apparel revenues increased 36 percent to $2.33 billion. International athletic footwear totaled $1.68 billion, an increase of 35 percent while international apparel grew 38 percent to $651.3 million. Revenues from other brands increased 68 percent to $521.9 million. Excluding Bauer, revenues from other brands would have increased 16 percent. Consolidated gross margins for 1996 were 39.6 percent of revenues compared to 39.8 percent last year. Selling and administrative expenses were 24.6 percent of revenues compared with 25.4 percent last year. Spending in absolute dollars increased $378.9 million or 31 percent from last year. The Company's tax rate for the full year remained constant at 38.5 percent. As of May 31, 1996 the Company had purchased a total of 5.1 million shares of NIKE's Class B Common Stock for approximately $301.7 million in the open market in conjunction with the $450 million, three-year share repurchase program approved in July 1993. During fiscal 1996, the Company purchased a total of 200,000 shares for approximately $18.8 million. The Board of Directors voted to extend the existing share repurchase program until July 1, 1999. NIKE, Inc., based in Beaverton, Oregon, is the world's leading designer and marketer of authentic athletic footwear, apparel and accessories for a wide variety of sports and fitness activities. Wholly-owned NIKE subsidiaries include Bauer, Inc., the world's leading manufacturer of hockey equipment; Cole Haan, which markets a line of high-quality men's and women's dress and casual shoes; and Sports Specialties, which markets a full line of licensed headwear. All per share data reflects the Company's 2-for-1 stock split which became effective October 30, 1995. *The marked items are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. These 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. Some forward- looking statements in this release concern futures orders which are not necessarily indicative of total revenues for subsequent periods due to the mix of futures and "at once" orders, which may vary significantly from quarter to quarter. NIKE, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MAY 31, 1996 (In thousands, except per share data) INCOME QUARTER ENDING Y-T-D ENDING STATEMENT 5/31/96 5/31/95 5/31/96 5/31/95 Revenues $1,921,338 $1,412,036 $6,470,625 $4,760,834 Costs & Expenses Cost of Sales 1,161,402 846,398 3,906,746 2,865,280 SG&A 487,787 370,282 1,588,612 1,209,760 Interest Expense 8,499 9,253 39,498 24,208 Other 9,706 5,514 36,679 11,722 Total Costs 1,667,394 1,231,447 5,571,535 4,110,970 _________ _________ _________ _________ Pre-tax Income 253,944 180,589 899,090 649,864 Income Taxes 97,500 67,200 345,900 250,200 _________ _________ _________ _________ Net Income $156,444 $113,389 $553,190 $399,664 ======================================================== Income Per Share $1.06 $0.78 $3.77 $2.72 Dividend $0.15 $0.13 $0.58 $0.48 Average Shares Outstanding 147,733 145,878 146,804 147,006 ======================================================================== =========== QUARTER ENDING Y-T-D ENDING ______________ ____________ Divisional Revenues 5/31/96 5/31/95 5/31/96 5/31/95 U.S. Athletic Footwear $773,922 $595,229 $2,772,532 $2,309,359 U.S. Athletic Apparel 245,729 113,216 842,519 423,884 _________ _________ _________ _________ Total U.S. Athletic 1,019,651 708,445 3,615,051 2,733,243 International Footwear 549,876 398,022 1,682,313 1,244,286 International Apparel 218,861 171,635 651,346 472,685 _________ _________ _________ _________ Total International 768,737 569,657 2,333,659 1,716,971 Other Brands 132,950 133,934 521,915 310,620 _________ _________ _________ _________ Total $1,921,338 $1,412,036 $6,470,625 $4,760,834 QUARTER ENDING Y-T-D ENDING Percentage Change 5/31/96 5/31/95 5/31/96 5/31/95 U.S. Athletic Footwear 30% 39% 20% 24% U.S. Athletic Apparel 117% 47% 99% 25% Total U.S. Athletic 44% 40% 32% 24% International Footwear 38% 28% 35% 25% International Apparel 28% 29% 38% 32% Total International 35% 29% 36% 27% Other Brands -1% 142% 68% 38% Total 36% 41% 36% 26% BALANCE SHEET 5/31/96 5/31/95 ASSETS Cash & Investments $262,117 $216,071 Accounts Receivable 1,346,125 1,053,237 Inventory 931,151 629,742 Deferred Taxes 93,120 72,657 Prepaid Expenses 94,427 74,221 ___________________________________ Current Assets 2,726,940 2,045,928 Fixed Assets 1,047,705 891,213 Depreciation 404,246 336,334 ___________________________________ Net Fixed Assets 643,459 554,879 ___________________________________ Identifiable Intangible 474,812 495,907 Assets and Goodwill Other Assets 106,417 46,031 ___________________________________ Total Assets $3,951,628 $3,142,745 =================================== LIAB AND EQUITY Current Long-Term Debt $7,301 $31,943 Payable to Banks 445,064 397,100 Accounts Payable 455,034 297,656 Accrued Liabilities 480,407 345,224 Income Taxes Payable 79,253 35,612 ___________________________________ Current Liabilities 1,467,059 1,107,535 Long-term Debt 9,584 10,565 Non-current Deferred Tax 1,883 17,789 Other Long-Term Liabilities 41,402 41,867 Preferred Stock 300 300 Common Equity 2,431,400 1,964,689 ___________________________________ Total Liab. & Equity $3,951,628 $3,142,745 =================================== ITEM 5. OTHER EVENTS Currently certain of the Company As international operations report their results of operations on a one month lag which allows more time to compile results. The Company has taken steps to improve its internal reporting procedures that will allow for more timely reporting of these operations. Beginning in the first quarter of fiscal year 1997, the one month lag will be eliminated and as a result, the May 1996 results of operations of these entities will be recorded to retained earnings in fiscal 1997. The following tables include adjusted quarterly data for fiscal 1996 and 1995 as if the change were already in effect. Fiscal Year 1996 ________________________________________________________________________ ________________________________ Three Months Ended ________________________________________________________________________ ________________________________ 8/31/95 11/30/95 2/29/96 5/31/96 ______________________ ______________________ ______________________ _______________________ As Reported Adjusted As Reported Adjusted As Reported Adjusted As Reported Adjusted Revenues $1,614,649 $1,700,020 $1,443,027 $1,356,758 $1,491,611 $1,582,039 $1,921,338 $1,852,067 Costs & expenses: Costs of sales 967,522 1,013,379 875,446 828,129 902,376 953,316 1,161,402 1,120,553 Selling & administrative 359,525 369,043 358,583 353,715 382,717 387,534 487,787 497,703 Interest expense 11,377 11,251 7,984 8,527 11,638 12,086 8,499 4,929 Other (income)/ expense, net 8,344 10,249 8,798 7,375 9,831 11,429 9,706 11,455 _________ _________ _________ _________ _________ _________ _________ _________ 1,346,768 1,403,922 1,250,811 1,197,746 1,306,562 1,364,365 1,667,394 1,634,640 _________ _________ _________ _________ _________ _________ _________ _________ Income before taxes 267,881 296,098 192,216 159,012 185,049 217,674 253,944 217,427 Income taxes 103,100 114,000 74,000 61,200 71,300 83,800 97,500 83,700 _________ _________ _________ _________ _________ _________ _________ ________ Net income $164,781 $182,098 $118,216 $97,812 $113,749 $133,874 $156,444 $133,727 ========== ========== ========= ========= ========= ========= ========= ========= Net income per common share $1.13 $1.25 $0.80 $0.67 $0.78 $0.91 $1.06 $0.91 ========== ========== ========= ========= ========= ========= ========= ========= Dividends declared per common share $0.125 $0.125 $0.15 $0.15 $0.15 $0.15 $0.15 $0.15 ========== ========== ========= ========= ========= ========= ========= ========= Average number of common and common equivalent shares 145,852 145,852 146,994 146,994 147,106 147,106 147,733 147,733 Fiscal Year 1995 ________________________________________________________________________ ________________________ Three Months Ended ________________________________________________________________________ ________________________ 8/31/94 11/30/94 2/28/95 5/31/95 _____________________ _____________________ _____________________ _____________________ As Reported Adjusted As Reported Adjusted As Reported Adjusted As Reported Adjusted Revenues $1,170,355 $1,253,532 $1,053,746 $ 976,016 $1,124,697 $1,207,934 $1,412,036 $1,351,132 Costs & expenses: Costs of sales 700,447 746,914 640,031 599,385 678,404 720,548 846,398 816,768 Selling & administrative 292,294 301,383 268,873 255,960 278,311 283,508 370,282 373,482 Interest expense 4,757 5,206 3,941 4,360 6,257 6,006 9,253 9,565 Other (income)/ expense, net (830) 1,162 1,662 2,980 5,376 1,726 5,514 6,133 _________ _________ _________ _________ _________ ________ _______ _______ 996,668 1,054,665 914,507 862,685 968,348 1,011,788 1,231,447 1,205,948 _________ _________ _________ _________ _________ _________ _________ _________ Income before taxes 173,687 198,867 139,239 113,331 156,349 196,146 180,589 145,184 Income taxes 67,700 77,500 54,300 44,000 61,000 76,400 67,200 54,000 _________ _________ _________ _________ ________ ________ __________ _________ Net income $105,987 $121,367 $ 84,939 $69,331 $ 95,349 $119,746 $113,389 $91,184 ========== ========== ========= ========= ========= ========= ========== ========= Net income per common share $0.71 $0.82 $0.58 $0.47 $0.65 $0.81 $0.78 $0.63 ========== ========== ========= ========= ========= ========= =========== ========== Dividends declared per common share 0.100 0.100 0.125 0.125 0.125 0.125 0.125 0.125 ========== ========== ========== ========== ========== ========== ============ ========== Average number of common and common equivalent shares 148,444 148,444 146,738 146,738 146,964 146,964 145,878 145,878 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NIKE, Inc. (Registrant) Date: July 16, 1996 By /s/ Robert S. Falcone Robert S. Falcone Vice President and Chief Financial Officer