Nike 2014 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... INC. ANNUAL REPORT ON FORM 10-K Table of Contents Page PART I Business ...General ...Products ...Sales and Marketing ...United States Market ...International Markets ...Significant Customer ...Orders ...Product Research, Design and Development ...Manufacturing ...International Operations and Trade...

  • Page 3
    ... Beaverton, Oregon (Address of principal executive offices) (503) 671-6453 93-0584541 (IRS Employer Identification No.) 97005-6453 (Zip Code) (Registrant's Telephone Number, Including Area Code) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Class B Common Stock New York Stock Exchange...

  • Page 4
    ... a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453. Our principal business activity is the design, development, and worldwide marketing and selling of athletic footwear, apparel, equipment, accessories, and services. NIKE is the largest seller of...

  • Page 5
    ...adverse effect on our sales and profitability. This is a continuing risk. We report our NIKE Brand operations based on our internal geographic organization. Each NIKE Brand geography operates predominantly in one industry: the design, development, marketing, and selling of athletic footwear, apparel...

  • Page 6
    ... process improvements, and compliance with product safety regulations around the world. Employee athletes, athletes engaged under sports marketing contracts, and other athletes wear-test and evaluate products during the design and development process. As we continue to develop new technologies, NIKE...

  • Page 7
    ... America"), a large Japanese trading company and the sole owner of our redeemable preferred stock, has performed significant import-export financing services for us. During fiscal 2014, Sojitz America provided financing and purchasing services for NIKE Brand products sold in certain NIKE markets...

  • Page 8
    ... & General Manager of the Americas Region in 2000. Mr. Sprunk was appointed Vice President of Global Footwear in 2001, Vice President of Merchandising and Product in 2009, and Chief Operating Officer in 2013. Prior to joining NIKE, Mr. Sprunk was a certified public accountant with Price Waterhouse...

  • Page 9
    ...and discounts, order cancellations, and returns; the ability of NIKE to sustain, manage, or forecast its growth and inventories; the size, timing, and mix of purchases of NIKE's products; increases in the cost of materials, labor, and energy used to manufacture products, new product development, and...

  • Page 10
    ... effect on our costs, gross margins, and profitability. • If retailers of our products experience declining revenues, or experience difficulty obtaining financing in the capital and credit markets to purchase our products, this could result in reduced orders for our products, order cancellations...

  • Page 11
    ... excess products ordered from manufacturers. Inventory levels in excess of customer demand may result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results and financial condition...

  • Page 12
    ...be effective. Confidential information that is related to business strategy, new technologies, mergers and acquisitions, unpublished financial results, or personal data could be prematurely or inadvertently used and/or disclosed, resulting in a loss of reputation, or a decline in our stock price, or...

  • Page 13
    ... services ("information technology systems"), across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation, sales, and distribution, as well as for processing financial information for external and internal reporting purposes, retail operations...

  • Page 14
    ..., could require significant capital investments to remediate the problem, and may have an adverse effect on our results of operations and financial condition. We also use information technology systems to process financial information and results of operations for internal reporting purposes and to...

  • Page 15
    ...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 financial results and issue reports on us. These reports include information about our historical financial results as well as analysts' estimates of our...

  • Page 16
    ... Campus, owned by NIKE and located near Beaverton, Oregon, USA, is a 270-acre facility of 38 buildings which, together with adjacent leased properties, functions as our world headquarters and is occupied by more than 8,500 employees engaged in management, research, design, development, marketing...

  • Page 17
    ... per share amounts presented are reflective of the two-for-one stock split that began trading at the split adjusted price on December 26, 2012. NIKE's Class B Common Stock is listed on the New York Stock Exchange and trades under the symbol NKE. At July 18, 2014, there were 32,758 holders of record...

  • Page 18
    ...40 $20 $0 2009 2010 2011 2012 2013 2014 NIKE, Inc. S&P 500 INDEX - TOTAL RETURNS DOW JONES US FOOTWEAR INDEX S&P 500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX The Dow Jones U.S. Footwear Index consists of NIKE, Deckers Outdoor Corp., Wolverine World Wide, Inc., Iconix Brand Group, Inc., Crocs, Inc...

  • Page 19
    ... assets, excluding assets of discontinued operations(2) Long-term debt Capital lease obligations Redeemable preferred stock Shareholders' equity Year-end stock price Market capitalization Financial Ratios: Return on equity Return on assets Inventory turns Current ratio at May 31 Price/Earnings ratio...

  • Page 20
    ...- Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements. NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 63 FORM 10-K Revenues Gross profit Gross margin % Net income from continuing operations Net income (loss) from discontinued...

  • Page 21
    ... remain committed to effectively managing our business to achieve our financial goals over the long term by executing against the operational strategies outlined above. NIKE designs, develops, markets, and sells athletic footwear, apparel, equipment, accessories, and services worldwide. We are the...

  • Page 22
    ... of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements. NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 65 FORM 10-K Revenues Cost of sales Gross profit Gross margin % Demand creation expense Operating overhead expense Total selling and...

  • Page 23
    ... segment. Corporate revenues primarily consist of foreign currency revenue-related hedge gains and losses generated by entities within the NIKE Brand geographic operating segments and Converse through our centrally managed foreign exchange risk management program. References to NIKE Brand wholesale...

  • Page 24
    ... by 1 percentage point. Revenues for Converse contributed 1 percentage point to our consolidated revenue growth. Excluding the effects of changes in currency exchange rates, NIKE Brand footwear and apparel revenues increased 11% and 10%, respectively, while NIKE Brand equipment revenues increased 17...

  • Page 25
    ...of our products in wholesale accounts. For fiscal 2014, changes in foreign currency exchange rates did not have a material impact on Demand creation expense. Compared to the prior year, Operating overhead expense increased 14%, primarily attributable to growth in our DTC business driven by new store...

  • Page 26
    ... future selling season based on average market spot rates in the calendar month preceding the date they are established. Inventories and cost of sales for geographic operating segments and Converse reflect the use of these standard rates to record non-functional currency product purchases into the...

  • Page 27
    ... Consolidated Financial Statements, certain corporate costs are not included in EBIT of our operating segments. North America Western Europe Central & Eastern Europe Greater China Japan Emerging Markets Global Brand Divisions Total NIKE Brand Converse Corporate(2) TOTAL CONSOLIDATED EARNINGS BEFORE...

  • Page 28
    ... offprice mix. Selling and administrative expenses grew in line with revenues as a result of higher operating overhead costs to support DTC growth and higher demand creation expense in support of the World Cup and key product and brand initiatives. Fiscal 2013 Compared to Fiscal 2012 Our category...

  • Page 29
    ... exchange rates and higher product input costs. Selling and administrative expense was lower as a percentage of revenue despite higher operating overhead costs to support growth in our DTC business and higher demand creation spending for sports marketing to support key events such as the World...

  • Page 30
    ... foreign currency exchange rates. Selling and administrative expense increased as a result of higher demand creation expense to support key events as well as higher operating overhead to support overall growth, including our expanding DTC business. Fiscal 2013 Compared to Fiscal 2012 On a currency...

  • Page 31
    ...as well as increased discounts, product returns and proactive cancellation of orders to manage inventory levels at retail. These Japan % Change Excluding Currency % Change Changes % Change Excluding Currency Changes (Dollars in millions) Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change Revenues by...

  • Page 32
    ...operating segment. Fiscal 2013 Compared to Fiscal 2012 For fiscal 2013, Global Brand Divisions' loss before interest and taxes increased $267 million, primarily driven by increased investments and marketing support for our digital business, product creation and design initiatives, and higher demand...

  • Page 33
    ...the NIKE Brand geographic operating segments and Converse, net of hedge gains; these losses are reported as a component of consolidated gross margin; • an $86 million increase in corporate overhead expense related to corporate initiatives to support the growth of the business and performance-based...

  • Page 34
    ... program is intended to lessen both the positive and negative effects of currency fluctuations on our consolidated results of operations, financial position, and cash flows. We manage global foreign exchange risk centrally on a portfolio basis to address those risks that are material to NIKE...

  • Page 35
    ...as compared to a net cash outflow of $78 million for fiscal 2013. Our investments in working capital increased due to higher inventory levels to support higher reported futures orders, growth in accounts receivable reflecting the increase in sales, and higher prepaid marketing expenses in advance of...

  • Page 36
    ... contracts and agreements that specify all significant terms, including open purchase orders for non-product purchases. The reported amounts exclude those liabilities included in Accounts payable or Accrued liabilities on the Consolidated Balance Sheet as of May 31, 2014. NIKE, INC. 2014 Annual...

  • Page 37
    ... to the customer, based on the terms of sale. Title passes generally upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer. Retail store revenues are recorded at the time of sale. In some instances, we ship product directly from our...

  • Page 38
    ..., we would record a credit or a charge to Operating overhead expense in the period in which such a determination is made. Inventory Reserves We also make ongoing estimates relating to the net realizable value of inventories based upon our assumptions about future demand and market conditions. If we...

  • Page 39
    ... cost of capital; long-term rate of growth and profitability of the reporting unit's business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the reporting unit to comparable publicly traded companies in similar lines...

  • Page 40
    ... occur. As the fiscal year progresses, we continually refine our estimate based upon actual events and earnings by jurisdiction during the year. This continual estimation process periodically results in a change to our expected effective tax rate for the fiscal year. When this occurs, we adjust the...

  • Page 41
    ...related to our net investment in those subsidiaries. Where exposures are hedged, our program has the effect of delaying the impact of exchange rate movements on our Consolidated Financial Statements. The timing for hedging exposures, as well as the type and duration of the hedge instruments employed...

  • Page 42
    ... and include some amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements. Our accounting systems include controls designed to reasonably assure assets are safeguarded from unauthorized use or disposition and provide...

  • Page 43
    ... (COSO). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, 2014. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited (1) the Consolidated Financial Statements and...

  • Page 44
    ... respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2014, based on criteria established...

  • Page 45
    PART II NIKE, Inc. Consolidated Statements of Income (In millions, except per share data) 2014 Year Ended May 31, 2013 2012 Income from continuing operations: Revenues Cost of sales Gross profit Demand creation expense Operating overhead expense Total selling and administrative expense Interest...

  • Page 46
    ...31, 2014 2013 2,693 $ 2,472 $ 2012 2,211 $ (32) (161) - 4 - (189) 2,504 $ 38 12 - (8) 83 125 2,597 $ (277) 304 45 (18) - 54 2,265 The accompanying Notes to Consolidated Financial Statements are an integral part of this statement. NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 89...

  • Page 47
    PART II NIKE, Inc. Consolidated Balance Sheets May 31, (In millions) 2014 2013 ASSETS Current assets: Cash and equivalents Short-term investments (Note 6) Accounts receivable, net (Note 1) Inventories (Notes 1 and 2) Deferred income taxes (Note 9) Prepaid expenses and other current assets (Notes...

  • Page 48
    ... capital lease obligations Proceeds from exercise of stock options and other stock issuances Excess tax benefits from share-based payment arrangements Repurchase of common stock Dividends - common and preferred Cash used by financing activities Effect of exchange rate changes Net (decrease) increase...

  • Page 49
    ... NIKE, Inc. Consolidated Statements of Shareholders' Equity Common Stock Class A Class B Shares Amount Shares Amount 180 $ - 756 $ 3 18 Capital in Excess of Stated Value $ 3,944 528 Accumulated Other Comprehensive Income $ 95 Retained Earnings $ 5,751 (In millions, except per share data) Balance...

  • Page 50
    ...Intangible Assets and Goodwill ...100 Accrued Liabilities ...100 Fair Value Measurements ...101 Short-Term Borrowings and Credit Lines ...102 Long-Term Debt ...103 Income Taxes ...103 Redeemable Preferred Stock ...105 Common Stock and Stock-Based Compensation ...106 Earnings Per Share ...107 Benefit...

  • Page 51
    ...quarter ended February 28, 2013 and completed the sale of Umbro during the second quarter ended November 30, 2012. As a result, the Company reports the operating results of Cole Haan and Umbro in the Net income (loss) from discontinued operations line in the Consolidated Statements of Income for all...

  • Page 52
    ... (12) $ 2,265 NIKE, Inc. Consolidated Balance Sheet May 31, 2013 As As Reported Adjustment Revised (In millions) ASSETS Inventories Prepaid expenses and other current assets Total current assets Identifiable intangible assets, net Deferred income taxes and other assets TOTAL ASSETS LIABILITIES AND...

  • Page 53
    ... and income taxes payable Cash provided by operations Cash (used) provided by investing activities: Purchases of short-term investments Maturities of short-term investments Sales of short-term investments Additions to property, plant and equipment Increase in other assets, net of other liabilities...

  • Page 54
    ... beyond three months at the date of purchase as current assets within Short-term investments on the Consolidated Balance Sheets. Refer to Note 6 - Fair Value Measurements for more information on the Company's short-term investments. Software Development Costs Internal Use Software. Expenditures...

  • Page 55
    ...Company to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital. Operating Leases The Company leases retail store space, certain distribution and warehouse facilities, office space, and other non-real estate assets under operating...

  • Page 56
    ... in exchange for those goods or services. The new guidance is effective for the Company beginning June 1, 2017. The Company is currently evaluating the effect the guidance will have on the Consolidated Financial Statements. NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 99 FORM...

  • Page 57
    ... years ended May 31, 2014, 2013, and 2012. The Company had $74 million and $81 million in capital lease obligations as of May 31, 2014 and May 31, 2013, respectively, included in machinery, equipment and internal-use software. NOTE 4 - Identifiable Intangible Assets and Goodwill The following table...

  • Page 58
    .... Assets at Fair Value $ 780 As of May 31, 2014 Cash and Cash Short-term Equivalents Investments $ 780 $ - Other Long-term Assets $ - (In millions) Cash Level 1: U.S. Treasury securities Level 2: Time deposits U.S. Agency securities Commercial paper and bonds Money market funds Total level 2 Level...

  • Page 59
    ... the Consolidated Balance Sheets for Notes payable approximate fair value. The Company purchases through Sojitz America certain NIKE Brand products it acquires from non-U.S. suppliers. These purchases are for products sold in certain countries in the Company's Emerging Markets geographic segment and...

  • Page 60
    ...2,212 3,011 NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 103 FORM 10-K The Company has entered into interest rate swap agreements whereby the Company receives fixed interest payments at the same rate as the note and pays variable interest payments based on the six-month LIBOR plus...

  • Page 61
    ... tax rate on operations as a result of an increase in earnings in higher tax jurisdictions. As of May 31, 2014 2013 Deferred tax assets: Allowance for doubtful accounts Inventories Sales return reserves Deferred compensation Stock-based compensation Reserves and accrued liabilities Foreign loss...

  • Page 62
    ... holiday on Diluted earnings per common share was $0.15, $0.12, and $0.12 for the fiscal years ended May 31, 2014, 2013, and 2012, respectively. Deferred tax assets at May 31, 2014 and 2013 were reduced by a valuation allowance relating to tax benefits of certain subsidiaries with operating losses...

  • Page 63
    ...31, 2013 1.3% 1.5% 27.9% 35.0% 5.3 5.3 1.3% 0.6% 2012 Dividend yield Expected volatility Weighted average expected life (in years) Risk-free interest rate The Company estimates the expected volatility based on the implied volatility in market traded options on the Company's common stock with a term...

  • Page 64
    ...May 31, 2014, 2013, and 2012, respectively, and are included in Total selling and administrative expense. The terms of the plan also allow for annual discretionary profit sharing contributions to the accounts of eligible employees by the Company as determined by the Board of Directors. Contributions...

  • Page 65
    ... of discontinued operations line items on the Consolidated Balance Sheets, respectively. Previously, these amounts were reported in the Company's segment presentation as "Other Businesses." Under the sale agreement, the Company agreed to provide certain transition services to Cole Haan for an...

  • Page 66
    ... The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or...

  • Page 67
    ...: (1) Some NIKE entities purchase product from the NIKE Trading Company ("NTC"), a wholly-owned sourcing hub that buys NIKE branded products from third-party factories, predominantly in U.S. Dollars. The NTC, whose functional currency is the U.S. Dollar, then sells the products to NIKE entities in...

  • Page 68
    ... the Consolidated Statement of Cash Flows. The Company assesses hedge effectiveness based on changes in forward rates. The Company recorded no ineffectiveness from its net investment hedges for the years ended May 31, 2014, 2013, or 2012. NIKE, INC. 2014 Annual Report and Notice of Annual Meeting...

  • Page 69
    ... of the future selling season based on average market spot rates in the calendar month preceding the date they are established. Inventories and Cost of sales for geographic operating segments and Converse reflect use of these standard rates to record non-functional currency product purchases in the...

  • Page 70
    ... Ended May 31, 2013 2012 REVENUE North America Western Europe Central & Eastern Europe Greater China Japan Emerging Markets Global Brand Divisions Total NIKE Brand Converse Corporate TOTAL NIKE CONSOLIDATED REVENUES EARNINGS BEFORE INTEREST AND TAXES North America Western Europe Central & Eastern...

  • Page 71
    ... Apparel Equipment Other TOTAL NIKE CONSOLIDATED REVENUES $ $ 2014 16,208 8,109 1,670 1,812 27,799 2012 13,513 6,958 1,429 1,431 23,331 Revenues and Long-Lived Assets by Geographic Area After allocation of revenues for Global Brand Divisions, Converse and Corporate to geographical areas based...

  • Page 72
    ... and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of May 31, 2014. "Management's Annual Report on Internal...

  • Page 73
    ...," and "Compensation Committee Report" in the definitive Proxy Statement for our 2014 Annual Meeting of Shareholders and is incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by...

  • Page 74
    ... 93 2. Financial Statement Schedule: II - Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 120 NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 117 FORM...

  • Page 75
    ...Jackson dated March 4, 2009.* Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed July 20, 2010).* Credit Agreement dated as of November 1, 2011 among NIKE, Inc., Bank of America, N.A., individually and as Agent...

  • Page 76
    ...to Investor Relations, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453, NIKE will furnish shareholders with a copy of any Exhibit upon payment of $0.10 per page, which represents our reasonable expenses in furnishing Exhibits. NIKE, INC. 2014 Annual Report and Notice of Annual Meeting...

  • Page 77
    ...at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Write-Offs, Net Balance at End of Period Sales returns reserve For the year ended May 31, 2012 For the year ended May 31, 2013 For the year ended May 31, 2014 Allowance for doubtful accounts(1) For the year ended May...

  • Page 78
    ... 25, 2014 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP Portland, Oregon July 25, 2014 NIKE, INC. 2014 Annual Report and Notice of Annual Meeting...

  • Page 79
    ... July 25, 2014 Chief Financial Officer July 25, 2014 Corporate Controller July 25, 2014 Director, Chairman of the Board Director Director Director Director Director Director Director Director Director Director Director Director July 25, 2014 July 25, 2014 July 25, 2014 July 25, 2014 July 25...

  • Page 80
    ... 37.6 Interest component of leases includes one-tenth of rental expense which approximates the interest component of operating leases. Earnings before income taxes and fixed charges are exclusive of capitalized interest. NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 123 FORM 10-K

  • Page 81
    ... Converse Europe Limited Converse Footwear Technical Service (Zhongshan) Co., Ltd. Converse Holdings LLC Converse Hong Kong Holding Company Limited Converse Hong Kong Limited Converse Inc. Converse Korea LLC Converse Netherlands B.V. Converse Sporting Goods (China) Co., Ltd. Converse Trading Company...

  • Page 82
    ...Kingdom United Kingdom United Kingdom Delaware New Zealand Norway Netherlands Netherlands Panama Philippines Poland Netherlands Greece Israel Russia Poland Oregon Turkey Russia Malaysia Mexico Singapore Slovakia India China NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 125 FORM 10-K

  • Page 83
    ... Holdings LLC NIKE Sphere C.V. NIKE Sports (China) Company, Ltd. NIKE Sports Korea Co., Ltd. NIKE Suzhou Holding HK Limited NIKE (Suzhou) Sports Company, Ltd. NIKE Sweden AB NIKE (Switzerland) GmbH NIKE Taiwan Limited NIKE (Thailand) Limited NIKE TN, Inc. NIKE Trading Company B.V. NIKE trgovina na...

  • Page 84
    ... Financial Officer Trevor A. Edwards President, NIKE Brand Jeanne P. Jackson President, Product & Merchandising Hilary K. Krane Executive Vice President, Chief Administrative Officer & General Counsel John F. Slusher Executive Vice President, Global Sports Marketing Eric D. Sprunk Chief Operating...

  • Page 85
    ...NIKE's Investor Relations Department at NIKE World Headquarters, One Bowerman Drive, Beaverton, Oregon 970056453. Copies are available on the investor relations website, http://investors.nikeinc.com. Dividend Payments Quarterly dividends on NIKE common stock, when declared by the Board of Directors...

  • Page 86
    NIKE, INC. One Bowerman Drive Beaverton, OR 97005-6453 www.nike.com