Nike 2015 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    NIKE, INC. ANNUAL REPORT ON FORM 10-K Table of Contents Page 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
    ... a shell company (as defined in Rule 12b-2 of the Act). Class A Class B Í As of November 30, 2014, the aggregate market values of the Registrant's Common Stock held by non-affiliates were: As of July 17, 2015, the number of shares of the Registrant's Common Stock outstanding were: Class A Class...

  • Page 4
    ... 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 athletic footwear and apparel in the world. We sell our products to retail accounts, through NIKE-owned retail stores...

  • Page 5
    ... 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, equipment, accessories and services. Our reportable operating segments for the NIKE Brand are: North America...

  • Page 6
    ...sales from our Converse, Hurley and NIKE Golf businesses. Product Research, Design and Development We believe our research, design and development efforts are key factors in our success. Technical innovation in the design and manufacturing process of footwear, apparel and athletic equipment receive...

  • Page 7
    ... operations. NIKE is the largest seller of athletic footwear, apparel and equipment in the world. Important aspects of competition in this industry are: • Product attributes such as quality; performance and reliability; new product innovation and development and consumer price/value. • Consumer...

  • Page 8
    ... President & General Manager of the Americas 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
    ...fitness activities and changing design trends affect the demand for our products. The athletic footwear, apparel and equipment industry is highly competitive in the United States and on a worldwide basis. We compete internationally with a significant number of athletic and leisure footwear companies...

  • Page 10
    ... of product sales may vary considerably from time to time as a result of changes in seasonal and geographic demand for particular types of footwear, apparel and equipment and in connection with the timing of global sporting events, NIKE, INC. 2015 Annual Report and Notice of Annual Meeting 71 FORM...

  • Page 11
    ... lower sales and orders for our products. Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk, and impair our ability to sell products. The athletic footwear, apparel and equipment retail markets in some countries are...

  • Page 12
    ... market and sell licensed products, or fail to obtain sufficient capital or effectively manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, it could adversely affect our revenues, both directly from reduced royalties received...

  • Page 13
    ...interruption or increased costs in labor or wages, or the supply of materials or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short- and long- term. Because...

  • Page 14
    ... and internal reporting purposes, retail operations and other business activities. Our ability to effectively manage and maintain our inventory and to ship products to customers on a timely basis depends significantly on the reliability of these information technology systems. Over a number of years...

  • Page 15
    ...sale of a substantial number of these shares could have an adverse effect on the market price of our common stock. Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options. Our long-term debt is currently rated...

  • Page 16
    ... for the Western Europe and Central & Eastern Europe geographies, and manages certain brand management functions for our nonU.S. operations. We also lease an office complex in Shanghai, China, our headquarters for Greater China, occupied by employees focused on implementing our wholesale, DTC and...

  • Page 17
    ... is listed on the New York Stock Exchange and trades under the symbol NKE. At July 17, 2015, there were 23,347 holders of record of our Class B Common Stock and 20 holders of record of our Class A Common Stock. These figures do not include beneficial owners who hold shares in nominee name. The Class...

  • Page 18
    ... Corp., Wolverine World Wide, Inc., Iconix Brand Group, Inc., Crocs, Inc. and Steven Madden, Ltd, among other companies. Because NIKE is part of the Dow Jones U.S. Footwear Index, the price and returns of NIKE stock have a substantial effect on this index. The Standard & Poor's Apparel, Accessories...

  • Page 19
    ...stock split that began trading at the split-adjusted price on December 26, 2012. Financial History 2013 (Dollars in millions, except per share data and financial ratios) 2015 2014 2012 2011 Year Ended May 31, Revenues Gross profit Gross margin % Net income from continuing operations Net income...

  • Page 20
    ...Revenues Gross profit Gross margin % Net income from continuing operations(1) Net income(1) Earnings per common share from continuing operations: Basic Diluted Weighted average common shares outstanding Diluted weighted average common shares outstanding Cash dividends declared per common share Price...

  • Page 21
    ... above. NIKE designs, develops, markets and sells athletic footwear, apparel, equipment, accessories and services worldwide. We are the largest seller of athletic footwear and apparel in the world. We sell our products to retail accounts, through NIKE-owned in-line and factory retail stores and...

  • Page 22
    ... Financial Statements for more detail. NIKE, INC. 2015 Annual Report and Notice of Annual Meeting 83 FORM 10-K Revenues Cost of sales Gross profit Gross margin % Demand creation expense Operating overhead expense Total selling and administrative expense % of Revenues Interest expense (income...

  • Page 23
    ...Operating Results Revenues % Change Excluding Currency % Change Changes(2) % Change Excluding Currency % Change Changes(2) (Dollars in millions) Fiscal 2015 Fiscal 2014(1) Fiscal 2013(1) NIKE, Inc. Revenues: NIKE Brand Revenues by: Footwear Apparel Equipment Global Brand Divisions(3) Total NIKE...

  • Page 24
    ... we continued to open new stores and expand our ecommerce business. Online sales through NIKE-owned websites grew 42% in fiscal 2014. Online sales represented approximately 15% of our total NIKE Brand DTC revenues for fiscal 2014 compared to 12% for fiscal 2013. On a wholesale equivalent basis and...

  • Page 25
    ... prior year, primarily due to support for key brand and consumer events, including the World Cup in early fiscal 2015, increased digital brand marketing, investments in DTC marketing and higher sports marketing expense. Changes in foreign currency exchange rates decreased growth in Demand creation...

  • Page 26
    ... Financial Statements for additional disclosure. Fiscal 2014 Compared to Fiscal 2013 The 70 basis point decrease in our effective tax rate for the fiscal year was primarily driven by an increase in earnings in lower tax jurisdictions. During the Operating Segments Our reportable operating segments...

  • Page 27
    ... Europe Greater China Japan Emerging Markets Global Brand Divisions Total NIKE Brand Converse Corporate TOTAL CONSOLIDATED EARNINGS BEFORE INTEREST AND TAXES Interest expense (income), net TOTAL CONSOLIDATED INCOME BEFORE INCOME TAXES (1) Fiscal 2015 Fiscal 2014(1) % Change Fiscal 2013(1) % Change...

  • Page 28
    ... product input and logistics costs. Selling and administrative expense decreased as a percent of revenues despite higher demand creation expense to support key brand and sporting events and higher sports marketing expense. Operating overhead costs also increased to support DTC growth and investments...

  • Page 29
    ... decreased as a percent of revenues despite increases in operating overhead, primarily as a result of higher costs to support our growing DTC business. Demand creation increased largely as a result of higher sports marketing and digital demand creation costs. Fiscal 2014 Compared to Fiscal 2013...

  • Page 30
    ... expense decreased as a percent of revenue despite increases in both demand creation and operating overhead. Operating overhead increased primarily as a result of investments in our growing DTC business, while demand creation increased as a result of higher sports marketing costs. Fiscal 2014...

  • Page 31
    ...operating overhead to support growth initiatives, primarily related to our DTC operations, as well as higher demand creation spending, primarily for sports marketing. Fiscal 2014 Compared to Fiscal 2013 Excluding changes in currency exchange rates, Greater China revenues increased 3% in fiscal 2014...

  • Page 32
    ...online sales growth and the addition of new stores. On a reported basis, fiscal 2015 EBIT decreased 24% compared to the prior year period, reflecting the impact of the weaker Yen. Gross margin decreased 270 basis points as unfavorable standard foreign currency exchange rates and higher product costs...

  • Page 33
    ...Fiscal 2014 reported EBIT decreased primarily due to a decline in gross margin, higher selling and administrative expense and weaker currencies in a number of developing markets. Gross margin decreased 30 basis points due primarily to unfavorable foreign currency exchange rates, higher product costs...

  • Page 34
    ... infrastructure to support current and future growth, including market transitions, new systems and new headquarters, as well as higher intellectual property enforcement costs. Fiscal 2014 Compared to Fiscal 2013 Excluding changes in currency exchange rates, revenues for Converse increased 15% for...

  • Page 35
    ... those supporting our North America, Greater China, Japan and European geographies, purchase product from the 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...

  • Page 36
    ... tax benefits from share-based payment arrangements. In fiscal 2015, we purchased 29.0 million shares of NIKE's Class B Common Stock for $2,534 million, an average price of $ 87.37. During fiscal 2013, we completed the four-year, $5 billion share repurchase program approved by our Board of Directors...

  • Page 37
    ... during fiscal 2016 depending on general corporate needs. We currently have short-term debt ratings of A1+ and P1 from Standard and Poor's Corporation and Moody's Investor Services, respectively. As of May 31, 2015, we had cash, cash equivalents and short-term investments totaling $5.9 billion...

  • Page 38
    ... terms. In some cases, prices are subject to change throughout the production process. The reported amounts exclude product purchase liabilities included in Accounts payable on the Consolidated Balance Sheet as of May 31, 2015. Other amounts primarily include service and marketing commitments...

  • Page 39
    ... estimate due to changes in the endorser's performance, increased or decreased Demand creation expense may be recorded in a future period. Certain contracts provide for royalty payments to endorsers based upon a predetermined percent of sales of particular products. We expense these payments in Cost...

  • Page 40
    ... 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 41
    ..., 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 income tax provision during the...

  • Page 42
    ... on our Consolidated Financial Statements. The timing for hedging exposures, as well as the type and duration of the hedge instruments employed, are guided by our hedging policies and determined based upon the nature of the exposure and prevailing market conditions. Typically, the Company may enter...

  • Page 43
    ... which varies due to changes in foreign exchange rates, is recognized in Accumulated other comprehensive income upon consolidation of this subsidiary. ITEM 8. Financial Statements and Supplementary Data An internal Corporate Audit department reviews the results of its work with the Audit Committee...

  • Page 44
    ... (COSO). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, 2015. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited (1) the Consolidated Financial Statements and...

  • Page 45
    ...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, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the...

  • Page 46
    ... Notes to the Consolidated Financial Statements are an integral part of this statement. NIKE, INC. 2015 Annual Report and Notice of Annual Meeting 107 FORM 10-K Income from continuing operations: Revenues Cost of sales Gross profit Demand creation expense Operating overhead expense Total...

  • Page 47
    ...of tax benefit (expense) of $0 million, $0 million and $47 million, respectively. $ Year Ended May 31, 2015 2014 3,273 $ 2,693 $ 2013 2,472 $ (20) 1,188 (7) - 1,161 4,434 $ (32) (161) 4 - (189) 2,504 $ 38 12 (8) 83 125 2,597 The accompanying Notes to the Consolidated Financial Statements are...

  • Page 48
    ... II NIKE, Inc. Consolidated Balance Sheets May 31, (In millions) 2015 2014 ASSETS Current assets: Cash and equivalents (Note 6) 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...

  • Page 49
    ...: (Increase) decrease in accounts receivable (Increase) in inventories (Increase) in prepaid expenses and other current assets Increase in accounts payable, accrued liabilities and income taxes payable Cash provided by operations Cash used by investing activities: Purchases of short-term investments...

  • Page 50
    ... Conversion to Class B Common Stock Repurchase of Class B Common Stock Dividends on common stock ($0.81 per share) Issuance of shares to employees Stock-based compensation (Note 11) Forfeiture of shares from employees Net income Other comprehensive income (loss) Balance at May 31, 2013 Stock...

  • Page 51
    ...Intangible Assets and Goodwill ...118 Accrued Liabilities ...118 Fair Value Measurements ...119 Short-Term Borrowings and Credit Lines ...120 Long-Term Debt ...121 Income Taxes ...121 Redeemable Preferred Stock ...123 Common Stock and Stock-Based Compensation ...124 Earnings Per Share ...125 Benefit...

  • Page 52
    ... Financial Statements), the amounts have been revised in the applicable Consolidated Statements of Cash Flows. For the three and six months ended August 31, 2014 and November 30, 2014 of fiscal 2015, the revisions increased Cash provided by operations and decreased Effect of exchange rate changes...

  • Page 53
    ... Expense Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, television, digital and print advertising, brand events and retail brand presentation. Advertising production costs are expensed the first time an advertisement is run. Advertising...

  • Page 54
    ... 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. Internal Use Software. Expenditures for major software purchases and software developed for internal use are capitalized...

  • Page 55
    ... receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board ("FASB") that prioritizes fair value measurements based on the types...

  • Page 56
    ..., as Operating overhead expense in the Consolidated Statements of Income over the vesting period using the straight-line method. Refer to Note 11 - Common Stock and Stock-Based Compensation for more information on the Company's stock programs. In July 2013, the FASB issued an accounting standards...

  • Page 57
    ... and internal-use software Leasehold improvements Construction in process Total property, plant and equipment, gross Less accumulated depreciation TOTAL PROPERTY, PLANT AND EQUIPMENT, NET $ $ Capitalized interest was not material for the years ended May 31, 2015, 2014 and 2013. The Company had...

  • Page 58
    ... balance as of May 31, 2015. As of May 31, 2015, the Company had received $68 million of cash collateral related to its interest rate swaps. (2) NIKE, INC. 2015 Annual Report and Notice of Annual Meeting 119 FORM 10-K Assets at Fair Value $ 780 As of May 31, 2014 Cash and Cash Short-term...

  • Page 59
    ...7 - Short-Term Borrowings and Credit Lines and Note 8 - LongTerm Debt. At May 31, 2015, the Company had $150 million of outstanding receivables related to its investments in reverse repurchase agreements recorded within Prepaid expenses and other current assets on the Consolidated Balance Sheet. The...

  • Page 60
    ...154 million at May 31, 2014. The fair value of Long-term debt is estimated based upon quoted prices of similar instruments (level 2). NOTE 9 - Income Taxes Income before income taxes is as follows: Year Ended May 31, 2014 (In millions) 2015 2013 Income before income taxes: United States Foreign...

  • Page 61
    ... Company's effective income tax rate in fiscal 2014. Deferred tax assets and (liabilities) comprise the following: (In millions) As of May 31, 2015 2014 Deferred tax assets: Allowance for doubtful accounts Inventories Sales return reserves Deferred compensation Stock-based compensation Reserves...

  • Page 62
    ...: (In millions) Net operating losses $ 2016 - $ 2017 - $ 2018 4 Year Ending May 31, 2019 2020-2035 $ 1 $ 17 $ Indefinite 14 $ Total 36 During the years ended May 31, 2015, 2014 and 2013, income tax benefits attributable to employee stock-based compensation transactions of $224 million...

  • Page 63
    ... 1.7% 1.3% 2015 2013 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 greater than one year, along...

  • Page 64
    ... years ended May 31, 2015, 2014 and 2013, respectively, and are included in Operating overhead 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
    ... for more information on the Company's risk management program and derivatives. NOTE 15 - Discontinued Operations During the year ended May 31, 2013, the Company divested of Umbro and Cole Haan, allowing it to focus its resources on driving growth in the NIKE, Jordan, Converse and Hurley brands. On...

  • Page 66
    ... the Consolidated Statements of Income. The liabilities of Umbro were recorded in the Liabilities of discontinued operations line items on the Consolidated Balance Sheets. Previously, these amounts were reported in the Company's operating segment presentation as "Other Businesses." Upon meeting the...

  • Page 67
    ... for a description of how the above financial instruments are valued and Note 14 - Accumulated Other Comprehensive Income and the Consolidated Statements of Shareholders' 128 Equity for additional information on changes in Other comprehensive income for the years ended May 31, 2015, 2014 and 2013.

  • Page 68
    ...which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the derivative at its fair value on the Consolidated Balance Sheets, recognizing future changes in the fair value in Other (income) expense, net. For the years ended May 31, 2015, 2014 and 2013, the...

  • Page 69
    ... activities component of 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, 2015, 2014 or 2013. The Company had no outstanding...

  • Page 70
    ... year to each NIKE Brand entity in the Company's geographic operating segments and to Converse. These rates are set approximately nine months in advance of the future selling season based on average market spot rates in the calendar month preceding the date they are established. Inventories and Cost...

  • Page 71
    PART II (In millions) 2015 Year Ended May 31, 2014 2013 REVENUES 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 ...

  • Page 72
    ...2,122 70 642 2,834 $ $ $ Revenues by Major Product Lines Revenues to external customers for NIKE Brand products are attributable to sales of footwear, apparel and equipment. Other revenues to external customers consist primarily of sales by Converse. Year Ended May 31, 2014 $ 16,208 $ 8,109 1,670...

  • Page 73
    .... Long-lived assets attributable to operations in China were $267 million and $234 million at May 31, 2015 and 2014, respectively. Major Customers No customer accounted for 10% or more of the Company's net revenues during the years ended May 31, 2015, 2014 and 2013. ITEM 9. Changes in and...

  • Page 74
    ... and Services The information required by Item 9(e) of Schedule 14A is included under "Ratification Of Independent Registered Public Accounting Firm" in the definitive Proxy Statement for our 2015 Annual Meeting of Shareholders and is incorporated herein by reference. NIKE, INC. 2015 Annual Report...

  • Page 75
    ... Registered Public Accounting Firm Consolidated Statements of Income for each of the three years ended May 31, 2015, May 31, 2014 and May 31, 2013 Consolidated Statements of Comprehensive Income for each of the three years ended May 31, 2015, May 31, 2014 and May 31, 2013 Consolidated Balance Sheets...

  • Page 76
    ... 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2012).* NIKE, Inc. Long-Term Incentive Plan.* NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective April 1, 2013) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10...

  • Page 77
    ...total assets of NIKE and its subsidiaries on a consolidated basis. NIKE agrees, pursuant to Item 601(b)(4)(iii) of Regulation S-K, that it will furnish a copy of any such instrument to the SEC upon request. Upon written request to Investor Relations, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon...

  • Page 78
    ... relate to foreign currency translation. Includes both current and non-current portions of the allowance for doubtful accounts. The non-current portion is included in Deferred income taxes and other assets on the Consolidated Balance Sheets. NIKE, INC. 2015 Annual Report and Notice of Annual...

  • Page 79
    ... and 333-173727) of NIKE, Inc. of our report dated July 23, 2015 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 23, 2015 140

  • Page 80
    ... 23, 2015 Chief Financial Officer July 23, 2015 Corporate Controller Director, Chairman of the Board Director Director Director Director Director Director Director Director Director Director Director Director Director July 23, 2015 July 23, 2015 July 23, 2015 July 23, 2015 July 23, 2015 July 23...

  • Page 81
    ... NIKE, Inc. Computation of Ratio of Earnings to Fixed Charges Year Ended May 31, 2014 2013 2,693 $ 2,451 $ 851 805 3,544 3,256 The following disclosure reflects the Company's continuing operations: (In millions) Net income from continuing operations Income tax expense Income before income taxes...

  • Page 82
    ... Ltda. 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 Retail B.V. Converse Sporting Goods (China) Co...

  • Page 83
    ... NIKE New Zealand Company NIKE Norway AS NIKE NZ Holding B.V. NIKE Offshore Holding B.V. NIKE Panama S. de R.L. NIKE Philippines, Inc. NIKE Poland Sp. z o.o. NIKE Retail B.V. NIKE Retail Hellas Ltd. NIKE Retail Israel Ltd. NIKE Retail LLC NIKE Retail Poland Sp. z o.o. NIKE Retail Services, Inc. NIKE...

  • Page 84
    ...Report and Notice of Annual Meeting 145 FORM 10-K Entity Name NIKE Sweden AB NIKE (Switzerland) GmbH NIKE Taiwan Limited NIKE (Thailand) Limited NIKE TN, Inc. NIKE Trading Company B.V. NIKE UK Holding B.V. NIKE (UK) Limited NIKE USA, Inc. NIKE Vapor Ltd. NIKE Victory Cooperatief U.A. NIKE Vietnam...

  • Page 85
    ... 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 86
    ...Investor Relations Department at NIKE World Headquarters, One Bowerman Drive, Beaverton, Oregon 970056453. Copies are available on the investor relations website, http://investors.nike.com. Dividend Payments Quarterly dividends on NIKE common stock, when declared by the Board of Directors, are paid...

  • Page 87
    NIKE, INC. One Bowerman Drive Beaverton, OR 97005-6453 www.nike.com