Nike 2011 Annual Report Download - page 13

13NIKE,INC.-Form10-K
PARTI
ITEM4Reserved
Anti-takeover provisions may impair an acquisition of
theCompany or reduce the price of our common stock.
There are provisions of our articles of incorporation and Oregon law that are
intended to protect shareholder interests by providing the Board of Directors
a means to attempt to deny coercive takeover attempts or to negotiate with
a potential acquirer in order to obtain more favorable terms. Such provisions
include a control share acquisition statute, a freezeout statute, two classes
of stock that vote separately on certain issues, and the fact that holders of
ClassA Common Stock elect three-fourths of the Board of Directors rounded
down to the next whole number. However, such provisions could discourage,
delay or prevent an unsolicited merger, acquisition or other change in control
of our company that some shareholders might believe to be in their best
interests or in which shareholders might receive a premium for their common
stock over the prevailing market price. These provisions could also discourage
proxy contests for control of the Company.
We may fail to meet analyst expectations, which could
cause the price of our stock to decline.
Our ClassB Common Stock is traded publicly, and at any given time various
securities analysts follow our fi nancial results and issue reports on us.
Thesereports include information about our historical fi nancial results as
well as the analysts’ estimates of our future performance. The analysts’
estimates are based upon their own opinions and are often different from our
estimates or expectations. If our operating results are below the estimates
or expectations of public market analysts and investors, our stock price
could decline. In the past, securities class action litigation has been brought
against NIKE and other companies following a decline in the market price of
their securities. If our stock price is volatile, we may become involved in this
type of litigation in the future. Any litigation could result in substantial costs
and a diversion of management’s attention and resources that are needed to
successfully run our business.
ITEM1B Unresolved Staff Comments
Not applicable.
ITEM2 Properties
The following is a summary of principal properties owned or leased by NIKE.
The NIKE World Campus, owned by NIKE and located in Beaverton, Oregon,
USA, is a 176acre facility of 18buildings which functions as our world
headquarters and is occupied by approximately 6,000employees engaged in
management, research, design, development, marketing, fi nance, and other
administrative functions from nearly all of our divisions. We also lease various
offi ce facilities in the surrounding metropolitan area. We lease a similar, but
smaller, administrative facility in Hilversum, the Netherlands, which serves
as the headquarters for the Western Europe and Central& Eastern Europe
geographies. There are three signifi cant distribution and customer service
facilities for NIKE Brand products, including NIKE Golf, in the UnitedStates.
Allthree of them are located in Memphis, Tennessee, two of which are owned
and one of which is leased. NIKE also operates and leases one facility in
Memphis, Tennessee for NIKE Brand product returns.NIKE Brand apparel
and equipment are also shipped from our Foothill Ranch, California distribution
center, which we lease. Cole Haan also operates a distribution facility in
Greenland, NewHampshire, which we lease. Smaller leased distribution
facilities for other brands and non-NIKE Brand businesses are located in various
parts of the UnitedStates. We also own or lease distribution and customer
service facilities in many parts of the world, the most signifi cant of which are
the distribution facilities located in Tomisatomachi, Japan, Laakdal, Belgium,
and Taicang, China, all of which we own.
We manufacture Air-Sole cushioning materials and components at NIKE IHM,Inc.
manufacturing facilities located in Beaverton, Oregon and St. Charles, Missouri,
which we own. We also manufacture and sell small amounts of various plastic
products to other manufacturers through NIKE IHM,Inc.
Aside from the principal properties described above, we lease three production
offi ces outside the UnitedStates, over 100sales offi ces and showrooms
worldwide, and approximately 65administrative offi ces worldwide. We lease
more than 700retail stores worldwide, which consist primarily of factory outlet
stores. See “UnitedStates Market” and “International Markets” starting on
page4 of this Report, respectively. Our leases expire at various dates through
theyear 2035.
ITEM3 Legal Proceedings
There are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or of which any of our
property is the subject.
ITEM4 Reserved