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NIKE, INC. ANNUAL REPORT on FORM 10-K Table of Contents NIKE, INC. ANNUAL REPORT ON FORM 10-K Table of Contents Page PART I 65 ITEM 1. Business ........................................................................................................................... 65 General .............................................................................................................................. 65 Products ............................................................................................................................ 65 Sales and Marketing ........................................................................................................... 66 United States Market .......................................................................................................... 66 International Markets .......................................................................................................... 66 Significant Customer .......................................................................................................... 67 Orders ............................................................................................................................... 67 Product Research, Design and Development ....................................................................... 67 Manufacturing .................................................................................................................... 67 International Operations and Trade ..................................................................................... 68 Competition ....................................................................................................................... 68 Trademarks and Patents ..................................................................................................... 68 Employees ......................................................................................................................... 69 Executive Officers of the Registrant ..................................................................................... 69 ITEM 1A. Risk Factors ...................................................................................................................... 70 ITEM 1B. Unresolved Staff Comments .............................................................................................. 77 ITEM 2. Properties ......................................................................................................................... 77 ITEM 3. Legal Proceedings ............................................................................................................ 77 ITEM 4. Mine Safety Disclosures .................................................................................................... 77 PART II 78 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .......................................................................................... 78 ITEM 6. Selected Financial Data ..................................................................................................... 80 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ........................................................................................................................ 82 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk ..............................................103 ITEM 8. Financial Statements and Supplementary Data .................................................................104 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .........................................................................................................................134 ITEM 9A. Controls and Procedures ...................................................................................................134 ITEM 9B. Other Information ..............................................................................................................134 PART III 135 (Except for the information set forth under “Executive Officers of the Registrant” in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc. 2015 Annual Meeting of Shareholders.) ........................................................................................ ITEM 10. Directors, Executive Officers and Corporate Governance ..................................................135 ITEM 11. Executive Compensation ...................................................................................................135 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ..........................................................................................................135 ITEM 13. Certain Relationships and Related Transactions and Director Independence .....................135 ITEM 14. Principal Accountant Fees and Services ............................................................................135 PART IV 136 ITEM 15. Exhibits and Financial Statement Schedules .....................................................................136 Signatures .........................................................................................................................141 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2015 OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . Commission File No. 1-10635 NIKE, Inc. (Exact name of Registrant as specified in its charter) OREGON 93-0584541 (State or other jurisdiction of incorporation) (IRS Employer 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) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Class B Common Stock New York Stock Exchange (Title of Each Class) (Name of Each Exchange on Which Registered) SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE Indicate by check mark: YES NO • if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Í‘ • if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ‘Í • whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Í‘ • whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Í‘ • if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Í • whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ • whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ‘Í As of November 30, 2014, the aggregate market values of the Registrant’s Common Stock held by non-affiliates were: Class A $ 4,394,312,083 Class B 67,997,995,244 $72,392,307,327 As of July 17, 2015, the number of shares of the Registrant’s Common Stock outstanding were: Class A 177,457,876 Class B 677,893,713 855,351,589 DOCUMENTS INCORPORATED BY REFERENCE: Parts of Registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on September 17, 2015 are incorporated by reference into Part III of this Report. 63 PART I PART I ITEM 1. Business General NIKE, Inc. was incorporated in 1967 under the laws of the State of Oregon. As statements and other information regarding issuers that file electronically. Also used in this report, the terms “we,” “us,” “NIKE,” and the “Company” refer to available on our corporate website are the charters of the committees of our NIKE, Inc. and its predecessors, subsidiaries and affiliates, collectively, unless Board of Directors, as well as our corporate governance guidelines and code the context indicates otherwise. Our NIKE e-commerce website is located at of ethics; copies of any of these documents will be provided in print to any www.nike.com. On our NIKE corporate website, located at news.nike.com, shareholder who submits a request in writing to NIKE Investor Relations, One we post the following filings as soon as reasonably practicable after they are Bowerman Drive, Beaverton, Oregon 97005-6453. electronically filed with or furnished to the United States Securities and Exchange Commission (the “SEC”): our annual
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