The Oakmark Fund

Report from Robert J. Sanborn, Portfolio Manager


THE VALUE OF A $10,000 INVESTMENT IN THE OAKMARK FUND FROM ITS INCEPTION (8/5/91) TO PRESENT (12/31/97) AS COMPARED TO THE STANDARD & POOR'S 500 INDEX
12/31/97 NAV $40.41 Total Return
Last 3 mos.
Average Annual Total Return*
Through 12/31/97
From Fund Inception
8/5/91

The Oakmark Fund 4.1% 30.1%
Standard & Poor's 500 Stock Index w/inc** 2.9% 18.4%
Dow Jones Industrial Average w/inc** 0.0% 19.2%
Value Line Composite Index** -2.8% 10.4%
*Total return includes change in share prices and in each case includes reinvestment of any dividends and capital gain distributions.
**Each of the three indexes or averages is an unmanaged group of stocks whose composition is different from the Fund. The S&P 500 is a broad market-weighted average dominated by blue-chip stocks. The Dow Jones Average includes only 30 big companies. The Value Line Index is an unweighted average of more than 1,000 stocks. Past performance is no guarantee of future results.

NIKE, INC.

As many of you know, our investment philosophy rests on the premise that a stock is an ownership piece of a business, not merely a piece of paper. We are true long-term investors, tend to make major changes infrequently, and our portfolio turnover is far less than that of the average equity fund. During the "typical'' year, I may add only a couple new names to your Fund's ten largest holdings. When we find one and accumulate our position, I like to tell you about it and so I want to discuss our newest holding, one which our Bill Jacobs recommended and follows: Nike, Inc.

The three pillars of our analysis of any investment are the business, the management, and, most important, valuation. Let's discuss each of these in turn.

Nike is one of the best businesses and one of the best-managed businesses in the marketplace. The proof is in the numbers. In 1984, NKE had revenues of only $919 million and net income of $40 mm. In 1997, NKE had revenues of over $9 billion and net of almost $800 mm. These represent extraordinary annual growth rates of 19 percent and 26 percent. During this time period, NKE developed a full international presence (a platform which should produce significant future growth), spent a fortune reinforcing its brand name, and greatly expanded its product offerings. Despite all this investment spending by NKE, it earned a phenomenal 22.5 percent return on its assets during this period. Even more remarkable, NKE achieved this without issuing any debt or equity! NKE is a great business.

Nike Founder and CEO Phil Knight may be one of the most underrated businesspeople ever. Reading his excellent letters in the company's annual reports reveals a visionary leader who exemplifies all that we look for in a company's management: strong identification with shareholders and the stock price, competitiveness, a profound understanding of his business, running the business for long-term value growth and not for the Wall Street fad du jour (in fact, I can cite no other CEO who so colorfully and accurately debunks Wall Street conventional wisdom). NKE management is first-rate.

During the last few years, NKE's lofty valuation kept us from making an investment in the company. However, NKE's dramatic stock underperformance over the past year finally gave us an opportunity to buy the stock at an attractive price. What caused this underperformance was an unexpected pause in NKE's growth rate. Extrapolating the last few years growth led to an over-estimation of sales and a subsequent build-up of inventory that NKE needs to work off. NKE experienced this before, in 1987 and 1993. It is part of the business. As Knight wrote in the 1988 Annual Report: "This business involves a fast-moving market with a much slower development process. This combination dictates against steady annual earnings increases...it doesn't mean it is not a good business to be in, but it causes periodic earnings downturns.'' At current prices, NKE sells at 9.5 times next year's pre-tax economic earnings and 1.2 times revenues. These represent significant discounts to the overall market and attractive valuations to us.

Please allow a digression, for we had previously owned NKE in your Fund in 1993, when NKE had experienced a similar inventory build-up. The stock traded at a very modest valuation, similar to that bestowed on footwear companies, which the market correctly regards as a lousy business. The stock did well, and we sold it as a fully-priced footwear company. However, we had a queasy feeling that we were mis-framing NKE as a footwear company, when, in fact, it was a dominant consumer brand company (and, thus, deserving of a premium valuation). Since that time, we have followed the company intensively and reconsidered our thinking. Now, we do regard the company as a great consumer brand business, albeit one with pronounced cycles, the most recent one having provided us an opportunity to again initiate an investment in NKE.

The biggest misconception about this business is that it is a fashion business. What differentiates Nike from, say, Polo or Calvin Klein is its connections with sports and fitness, and its identification with an ever-renewable stable of athletes who use, wear, and endorse the company's products. Out goes Bo Jackson, in comes Michael Jordan. Out goes Nolan Ryan, in comes the Brazilian soccer star, Ronaldo. Then Tiger Woods. And so on. Because of the worldwide ubiquity of its brand and its market dominance, NKE has a competitive advantage over its competition in aligning itself with those athletes who will convey what the Swoosh means in the future.

I am very excited about the long-term (the short-term is far more uncertain) potential of this investment. As I write this, it is your Fund's fourth largest investment. Globally, NKE has only scratched the surface. I agree with Nike's statement in the 1997 Annual Report: "The "Swooshification of the world' should more appropriately be deemed the Sportsification of the world. We will mature with the inexorable penetration of sports into the global psyche.'' Long term, NKE the stock should benefit both from growth in operating earnings per share (and volumes and revenues) that are greater than the average company and from the market's placing a premium valuation on these parameters. The road will be bumpy, but the long term—which is all that matters to us—should be rewarding.

ROBERT J. SANBORN
Portfolio Manager
rsanborn@oakmark.com
January 8, 1998

THE OAKMARK FUND
Schedule of Investments—December 31, 1997 (Unaudited)

Shares Held Market Value

Common Stocks—89.7%

Food & Beverage—16.8%
Philip Morris Companies Inc. 11,110,700 $503,453,594
Anheuser-Busch Companies Inc. 5,955,400 262,037,600
H.J. Heinz Company 4,007,250 203,618,391
Nabisco Holdings Corporation 3,572,100 173,023,594
Gallaher Group Plc (a)(b) 3,835,500 81,983,812

1,224,116,991

Apparel—3.7%
Nike, Inc., Class B 6,975,000 $273,768,750

Retail—0.7%
Carson Pirie Scott & Company (a) 1,000,000 $50,125,000

Other Consumer Goods & Services—17.6%
The Black & Decker Corporation 8,203,300 $320,441,406
Columbia/HCA Healthcare Corporation 9,210,000 272,846,250
Polaroid Corporation 4,552,400 221,644,975
Mattel, Inc. 5,332,200 198,624,450
Brunswick Corporation 3,578,800 108,482,375
Fortune Brands, Inc. 2,560,500 94,898,531
First Brands Corporation 1,070,400 28,833,900
Juno Lighting, Incorporated 1,085,000 18,987,500
GC Companies, Inc. (a) 397,000 18,807,875
Arctic Cat, Inc. 118,000 1,143,125

1,284,710,387

Banks—10.6%
Banc One Corporation 8,273,226 $449,339,587
Mellon Bank Corporation 5,356,100 324,713,563

774,053,150

Insurance—1.4%
Old Republic International Corporation 2,748,620 $102,214,306

Other Financial—5.5%
Fannie Mae 3,557,500 $202,999,844
AMBAC, Inc. 4,389,800 201,930,800

404,930,644

Broadcasting & Cable TV—4.8%
Tele-Communications, Inc., Class A (a) 12,425,000 $347,123,437

TV Programming—1.3%
Tele-Communications, Liberty Media, Class A (a) 2,657,741 $96,343,111

Publishing—8.4%
Dun & Bradstreet Corporation 8,150,800 $252,165,375
Knight-Ridder, Inc. 4,650,000 241,800,000
ACNielsen Corporation 4,764,000 116,122,500

610,087,875

Telecommunications—4.0%
U.S. West Media Group (a) 10,085,400 $291,215,925

Managed Care Services—1.0%
Foundation Health Systems, Inc. (a) 3,323,510 $74,363,536

Medical Products—1.0%
Sybron International Corporation (a) 1,567,800 $73,588,613

Aerospace & Defense—6.9%
Lockheed Martin Corporation 3,625,000 $357,062,500
The Boeing Company 2,938,000 143,778,375

500,840,875

Other Industrial Goods & Services—2.5%
SPX Corporation 875,200 $60,388,800
Bandag Incorporated, Class A (a) 1,104,100 52,858,788
Fort James Corporation 1,225,100 46,860,075
The Geon Company 971,600 22,711,150

182,818,813

Foreign Securities—3.5%
DeBeers Consolidated Mines Limited ADR (b) 6,046,000 $123,565,125
Unilever NV (b) 1,904,000 118,881,000
European Vinyls Corporation International N.V. 547,700 12,155,204

254,601,329

Total Common Stocks (Cost: $4,485,740,322) 6,544,902,742

Principal Value Market Value

Short Term Investments—10.4%

U.S. Government Bills—1.9%
United States Treasury Bills, 4.89%-5.18% due 1/8/1998-4/30/1998 $140,000,000 $138,972,783

Commercial Paper—8.3%
American Express Credit Corp., 5.55%-6.65% due 1/2/1998-1/14/1998 $225,000,000 $225,000,000
Ford Motor Credit Corp., 5.71%-5.95% due 1/5/1998-1/12/1998 170,000,000 170,000,000
General Electric Capital Corporation, 5.71%-6.50% due 1/2/1998-1/14/1998 215,000,000 215,000,000

Total Commercial Paper (Cost: $610,000,000) 610,000,000

Repurchase Agreements—0.2%
State Street Repurchase Agreement, 6.00% due 1/2/1998 $12,522,000 $12,522,000


Total Repurchase Agreements (Cost: $12,522,000) 12,522,000

Total Short Term Investments (Cost: $761,500,894) 761,494,783

Total Investments (Cost $5,247,241,216)—100.1% 7,306,397,525
Other Liabilities in Excess of Other Assets—(0.1)% (5,036,617)

Total Net Assets—100% $7,301,360,908


(a) Non-income producing security.

(b) American Depository Receipt.