Bond NIKA 2.375% ( US654106AF00 ) in USD

NIKA

97.214 % ▲

United States

US654106AF00 ( in USD )

2.375% per year ( payment 2 times a year)

31/10/2026

Prospectus brochure of the bond NIKE US654106AF00 en USD 2.375%, maturity 31/10/2026

654106AF0

AA- ( High grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

01/11/2025 ( In 161 days )

Nike, Inc. is a multinational corporation that designs, develops, manufactures, and sells footwear, apparel, equipment, accessories, and services.

The Bond issued by NIKA ( United States ) , in USD, with the ISIN code US654106AF00, pays a coupon of 2.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/10/2026

The Bond issued by NIKA ( United States ) , in USD, with the ISIN code US654106AF00, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by NIKA ( United States ) , in USD, with the ISIN code US654106AF00, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-212617
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
to be
Offering Price
Aggregate
Amount of

Registered

Per Unit

Offering Price
Registration Fee(1)
2.375% Notes due 2026

$1,000,000,000
99.858%

$998,580,000

$115,735.42
3.375% Notes due 2046

$500,000,000

98.899%

$494,495,000

$57,311.97

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 21, 2016)
$1,500,000,000

NIKE, Inc.
$1,000,000,000 2.375% Notes due 2026
$500,000,000 3.375% Notes due 2046

We are offering $1,000,000,000 aggregate principal amount of our 2.375% notes due 2026 (the "2026 notes") and $500,000,000
aggregate principal amount of our 3.375% notes due 2046 (the "2046 notes" and, together with the 2026 notes, the "notes"). The 2026 notes will
bear interest at the rate of 2.375% per year and will mature on November 1, 2026, and the 2046 notes will bear interest at the rate of 3.375% per
year and will mature on November 1, 2046. Interest on the notes will accrue from October 21, 2016 and be payable on May 1 and November 1 of
each year, beginning on May 1, 2017. We may redeem the notes in whole or in part at any time or from time to time at the applicable redemption
prices described under the heading "Description of Notes--Optional Redemption" in this prospectus supplement. The notes will be our senior
unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to time outstanding.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus
supplement and in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2016, which
is incorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes
or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.

Public Offering
Underwriting
Proceeds to

Price(1)

Discount

NIKE(1)

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Per 2026 note

99.858%

0.450%

99.408%
Total

$ 998,580,000

$ 4,500,000

$ 994,080,000
Per 2046 note

98.899%

0.875%

98.024%
Total

$ 494,495,000

$ 4,375,000

$ 490,120,000
Total

$1,493,075,000

$ 8,875,000

$1,484,200,000

(1)
Plus accrued interest, if any, from October 21, 2016.
The notes will not be listed on any securities exchange. Currently, there are no public trading markets for the notes.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and
its participants, including Clearstream Banking, S.A. and Euroclear Bank, S.A./N.V., on or about October 21, 2016.

Joint Book-Running Managers
BofA Merrill Lynch

Citigroup
Deutsche Bank Securities
Co-Managers

Goldman, Sachs & Co.

J.P. Morgan

RBC Capital Markets

Wells Fargo Securities
Barclays

Credit Agricole CIB

ING

Santander

Standard Chartered Bank
HSBC

Loop Capital Markets

The Williams Capital Group, L.P.

The date of this prospectus supplement is October 18, 2016.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Forward-Looking Statements
S-iii
Prospectus Supplement Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-10
Capitalization
S-11
Ratio of Earnings to Fixed Charges
S-12
Description of Notes
S-13
Material United States Federal Income Tax Considerations
S-22
Underwriting
S-26
Legal Matters
S-31
Experts
S-31
Incorporation of Certain Documents By Reference
S-32
Prospectus

Page
About This Prospectus

1
NIKE

1
Where You Can Find More Information

2
Forward-Looking Statements

3
Risk Factors

5
Ratio of Earnings to Fixed Charges

6
Use of Proceeds

7
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Description of Debt Securities

8
Plan of Distribution

18
Legal Matters

18
Experts

18
We have not, and the underwriters have not, authorized anyone to provide you with information other than that contained in or
incorporated by reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus we have provided to you or
filed with the U.S. Securities and Exchange Commission, or the SEC, in connection with this offering. We and the underwriters take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the
underwriters are not, making an offer of these securities or soliciting an offer to buy these securities in any jurisdiction where the offer is not
permitted. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference herein and therein, and any free writing prospectus is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates. The descriptions set forth in this prospectus
supplement replace and supplement, where inconsistent, the description of the general terms and provisions set forth in the accompanying
prospectus.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and the
notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the
accompanying prospectus. The second part, the accompanying prospectus, gives more general information about us and the debt securities we may
offer from time to time under our shelf registration statement, some of which may not apply to this offering of notes. If the description of this
offering of notes in the accompanying prospectus is different from the description in this prospectus supplement, you should rely on the
information contained in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus and any free writing prospectus provided in connection with this offering before deciding whether to
invest in the notes.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax
advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the
purchase of any of the notes offered by this prospectus supplement.
Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement, the accompanying prospectus and
any free writing prospectus provided in connection with this offering to the "Company," "NIKE," "we," "us" and "our" refer to NIKE, Inc. and its
consolidated subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect and copy, at
prescribed rates, these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are available over the
internet at the SEC's web site at www.sec.gov, as well as our corporate web site at news.nike.com. The information on our web site is not part of
this prospectus supplement or the accompanying prospectus. You can inspect reports and other information we file at the office of The New York
Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.
We have filed with the SEC a registration statement, of which this prospectus supplement and the accompanying prospectus are a part,
and related exhibits with the SEC under the Securities Act of 1933, as amended, or the Securities Act. The registration statement contains
additional information about us and the securities. You may inspect the registration statement and exhibits without charge at the office of the SEC
at 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates. The registration statement is also
available to you on the SEC's web site, www.sec.gov.

S-ii
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Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference into this prospectus supplement and the accompanying prospectus, other than
purely historical information, including estimates, projections, statements relating to our business plans, objectives, expected operating results and
our expected use of proceeds from this offering, and the assumptions upon which those statements are based, are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or achievements and may contain the words "believe," "anticipate," "expect," "estimate,"
"project," "will be," "will continue," "will likely result" or words or phrases of similar meaning. Forward-looking statements involve risks and
uncertainties which may cause actual results to differ materially from the forward-looking statements. The following factors, among others, could
cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

· international, national and local general economic and market conditions;

· the size and growth of the overall athletic footwear, apparel and equipment markets;

· intense competition among designers, marketers, distributors and sellers of athletic footwear, apparel and equipment for consumers

and endorsers;

· demographic changes;

· changes in consumer preferences;

· popularity of particular designs, categories of products and sports;

· seasonal and geographic demand for our products;

· difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for our products and the various

market factors described above;

· difficulties in implementing, operating and maintaining our increasingly complex information systems and controls, including,

without limitation, the systems related to demand and supply planning and inventory control;

· interruptions in data and information technology systems;

· consumer data security;

· fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance "futures" orders may

not be indicative of future revenues due to changes in shipment timing, the changing mix of futures and at-once orders, and
discounts, order cancellations and returns;

· our ability to sustain, manage or forecast our growth and inventories;

· the size, timing and mix of purchases of our products;

· increases in the cost of materials, labor and energy used to manufacture products, new product development and introduction;

S-iii
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· the ability to secure and protect trademarks, patents and other intellectual property;

· product performance and quality;
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· customer service;

· adverse publicity;

· the loss of significant customers or suppliers;

· dependence on distributors and licensees;

· business disruptions;

· increased costs of freight and transportation to meet delivery deadlines;

· increases in borrowing costs due to any decline in our debt ratings;

· changes in business strategy or development plans;

· general risks associated with doing business outside the United States, including without limitation, exchange rate fluctuations,

import duties, tariffs, quotas, political and economic instability and terrorism;

· changes in government regulations;

· the impact of, including business and legal developments relating to, climate change;

· natural disasters;

· liability and other claims asserted against us;

· the ability to attract and retain qualified personnel; and

· the effects of any decision by us to invest in or divest ourselves of businesses.
For a further discussion of these and other factors that could impact our future results, performance and transactions, see the section
entitled "Risk Factors" in this prospectus supplement and the risks described in Item 1A of our Annual Report on Form 10-K for the fiscal year
ended May 31, 2016, which is incorporated herein by reference, as updated by our subsequent filings that are incorporated herein by reference.
Other sections of this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein may
include additional factors which could adversely affect our business and financial performance.
We operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for
management to predict all such risks, nor can it assess the impact of all such risks on our business or the extent to which any risk, or combination of
risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking statements as a prediction of actual results.

S-iv
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
You should read the following summary together with the more detailed information regarding our company and our audited and
unaudited financial statements and related notes incorporated by reference in this prospectus supplement and the accompanying prospectus.
Our Company
Our principal business activity is the design, development and worldwide marketing and selling of athletic footwear, apparel,
equipment, accessories and services. We are the largest seller of athletic footwear and apparel in the world measured by global revenues. We
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sell our products to retail accounts, through NIKE-owned in-line and factory stores, as well as NIKE-owned digital commerce (which we
refer to collectively as our "Direct to Consumer" operations), and through a mix of independent distributors and licensees throughout the
world. Virtually all of our products are manufactured by independent contractors. Nearly all of our footwear and apparel products are produced
outside the United States, while our equipment products are produced both in the United States and abroad.
We focus our NIKE Brand product offerings in nine key categories: Running, NIKE Basketball, the Jordan Brand, Football
(Soccer), Men's Training, Women's Training, Action Sports, Sportswear (our sports-inspired lifestyle products) and Golf. Men's Training
includes our baseball and American football product offerings. We also market products designed for kids, as well as for other athletic and
recreational uses such as cricket, lacrosse, tennis, volleyball, wrestling, walking and outdoor activities.
NIKE's athletic footwear products are designed primarily for specific athletic use, although a large percentage of the products are
worn for casual or leisure purposes. We place considerable emphasis on innovation and high-quality construction in our products. Sportswear,
Running, the Jordan Brand and Football (Soccer) are currently our top-selling footwear categories and we expect them to continue to lead in
footwear sales.
We also sell sports apparel covering the above-mentioned categories, which feature the same trademarks and are sold predominantly
through the same marketing and distribution channels as athletic footwear. Our sports apparel, similar to our athletic footwear products, is
designed primarily for athletic use and exemplifies our commitment to innovation and high-quality construction. Sportswear, Men's Training,
Running, Football (Soccer) and Women's Training are currently our top-selling apparel categories, and we expect them to continue to lead in
apparel sales. We often market footwear, apparel and accessories in "collections" of similar use or by category. We also market apparel with
licensed college and professional team and league logos.
We sell a line of performance equipment and accessories under the NIKE Brand name, including bags, socks, sport balls, eyewear,
timepieces, digital devices, bats, gloves, protective equipment and other equipment designed for sports activities. We also sell small amounts
of various plastic products to other manufacturers through our wholly-owned subsidiary, NIKE IHM, Inc.
Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused on
basketball using the Jumpman trademark. Sales and operating results for the Jordan Brand are reported as a separate category and within the
NIKE Brand geographic operating segments, respectively.
One of our wholly-owned subsidiary brands, Hurley, headquartered in Costa Mesa, California, designs and distributes a line of
action sports and youth lifestyle apparel and accessories under the Hurley trademark. Sales and operating results for Hurley are included
within the NIKE Brand Action Sports category and within the NIKE Brand's North America geographic operating segment, respectively.

S-1
Table of Contents
Another of our wholly-owned subsidiary brands, Converse, headquartered in Boston, Massachusetts, designs, distributes and
licenses casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell
trademarks. Operating results of the Converse brand are reported on a stand-alone basis.
In addition to the products we sell to our wholesale customers and directly to consumers through our Direct to Consumer operations,
we have also entered into license agreements that permit unaffiliated parties to manufacture and sell, using NIKE-owned trademarks, certain
apparel, digital devices and applications and other equipment designed for sports activities.
Corporate Information
We were incorporated in 1967 under the laws of the State of Oregon. Our principal executive offices are located at One Bowerman
Drive, Beaverton, Oregon 97005-6453, and our telephone number is (503) 671-6453. We maintain web sites at www.nike.com and at
news.nike.com. Information contained in, or accessible through, our web sites is not incorporated into this prospectus supplement or the
accompanying prospectus.

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S-2
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to
important limitations and exceptions. The section entitled "Description of Notes" in this prospectus supplement and the section entitled
"Description of Debt Securities" in the accompanying prospectus contain a more detailed description of the terms and conditions of the notes
and the indenture governing the notes. For purposes of this section entitled "--The Offering" and the section entitled "Description of Notes,"
references to "we," "us" and "our" refer only to NIKE, Inc. and not to its subsidiaries.

Issuer
NIKE, Inc.

Securities Offered
$1,000,000,000 aggregate principal amount of our 2.375% notes due November 1, 2026.

$500,000,000 aggregate principal amount of our 3.375% notes due November 1, 2046.

Maturity Dates
The 2026 notes will mature on November 1, 2026.

The 2046 notes will mature on November 1, 2046.

Interest Rates
The 2026 notes will bear interest at a rate of 2.375% per annum.

The 2046 notes will bear interest at a rate of 3.375% per annum.

Interest Payment Dates
We will pay interest on the notes on May 1 and November 1 of each year, beginning on
May 1, 2017.

Ranking
The notes will be our senior unsecured obligations and will rank equally with all of our
other senior unsecured indebtedness from time to time outstanding. The notes will be
effectively subordinated to our secured indebtedness from time to time outstanding to
the extent of the value of the collateral securing such indebtedness and will be
structurally subordinated to all future and existing obligations of our subsidiaries.

Optional Redemption
We may, at our option, redeem either series of notes, in whole or in part, at any time at
the applicable redemption prices determined as set forth under the heading "Description
of Notes--Optional Redemption."

Certain Covenants
The indenture governing the notes will contain a covenant limiting our ability to
consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose
of all or substantially all of our and our subsidiaries' property and assets, taken as a
whole, to, another person.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate
purposes.

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000
in excess thereof.

S-3
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Table of Contents
Form of Notes
We will issue the notes of each series in the form of one or more fully registered global
notes registered in the name of the nominee of The Depository Trust Company
("DTC"). Investors may elect to hold the interests in the global notes through any of
DTC, the Euroclear System ("Euroclear"), or Clearstream Banking, S.A.
("Clearstream"), as described under the heading "Description of Notes--Book-Entry;
Delivery and Form; Global Notes."

Trading
The notes are new issues of securities with no established trading markets. We do not
intend to apply for listing of the notes on any securities exchange. The underwriters
have advised us that they intend to make a market in each series of the notes, but they
are not obligated to do so and may discontinue market-making at any time without
notice. See "Underwriting" in this prospectus supplement for more information about
possible market-making by the underwriters.

Further Issuances
We may, without the consent of existing holders, create and issue additional notes of
either series having the same terms (subject to certain exceptions) as, and ranking
equally and ratably with, the notes of the applicable series offered hereby in all respects.
Such additional notes may be consolidated and form a single series with the notes of the
applicable series offered hereby; provided that if such additional notes are not fungible
with the notes of the applicable series offered hereby for U.S. federal income tax
purposes, such additional notes will have one or more separate CUSIP numbers.

Governing Law
New York law will govern the indenture and the notes.

Trustee
Deutsche Bank Trust Company Americas.

Risk Factors
You should consider carefully all the information set forth or incorporated by reference
in this prospectus supplement, the accompanying prospectus and any free writing
prospectus we have provided to you and, in particular, you should evaluate the specific
factors set forth under the heading "Risk Factors" beginning on page S-7 of this
prospectus supplement and in Item 1A of our Annual Report on Form 10-K for the
fiscal year ended May 31, 2016 before investing in any of the notes offered hereby.

S-4
Table of Contents
Summary Historical Financial Data
The following table presents our summary historical financial data. The consolidated statement of income data for each of the three
years in the three-year period ended May 31, 2016 have been derived from our audited consolidated financial statements and related notes
included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2016, which is incorporated by reference in this prospectus
supplement and the accompanying prospectus. The consolidated balance sheet data as of May 31, 2016, 2015 and 2014 have been derived from
our unaudited consolidated financial statements and related notes for those years (which are unaudited as they have been revised from
previously issued audited financials to reflect the adoption of certain Accounting Standards Updates as detailed in the table below and as
further described in Note 1 to our unaudited condensed consolidated financial statements as of and for the three months ended August 31,
2016 and in Note 1 to our consolidated financial statements as of and for the year ended May 31, 2016, each of which is incorporated herein
by reference). The consolidated balance sheet data as of August 31, 2016 and the consolidated statement of income data for the three months
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ended August 31, 2016 and August 31, 2015 have been derived from our unaudited condensed consolidated financial statements and related
notes included in our Quarterly Report on Form 10-Q for the three months ended August 31, 2016, which is incorporated by reference in this
prospectus supplement and the accompanying prospectus. The unaudited condensed consolidated financial statements have been prepared on a
basis consistent with our audited consolidated financial statements and, in the opinion of our management, include all adjustments, consisting
only of normal, recurring adjustments, necessary for the fair presentation of the information set forth therein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for the full fiscal year or any future period.
You should read the following summary historical financial data in conjunction with the section entitled "Capitalization" and our
audited consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2016, and our unaudited condensed consolidated
financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations"
included in our Quarterly Report on Form 10-Q for the three months ended August 31, 2016, each of which is incorporated by reference in
this prospectus supplement and the accompanying prospectus.

For the Three Months Ended
For the Fiscal Year Ended

August 31,

May 31,

2016
2015
2016

2015

2014

(dollars in millions)

Consolidated Statement of Income Data:

Revenues

$
9,061
$
8,414
$32,376
$30,601
$27,799
Cost of sales

4,938

4,419
17,405
16,534
15,353

Gross profit

4,123

3,995
14,971
14,067
12,446
Total selling and administrative expense

2,897

2,577
10,469
9,892
8,766
Interest expense (income), net

7

4

19

28

33
Other (income) expense, net

(62)

(31)

(140)

(58)

103

Income before income taxes

1,281

1,445
4,623
4,205
3,544
Income tax expense

32

266

863

932

851

Net income

$
1,249
$
1,179
$ 3,760
$ 3,273
$ 2,693

S-5
Table of Contents

As of

As of May 31,

August 31,

2016

2016(1)
2015(1)
2014(1)(2)

(dollars in millions)

Consolidated Balance Sheet Data:

Cash and equivalents and short-term investments

$
4,787
$ 5,457
$ 5,924
$ 5,142
Total current assets

14,589
15,025
15,587
13,341
Total assets

21,156
21,379
21,590
18,579
Total current liabilities

5,363
5,358
6,332
5,022
Long-term debt

1,993
1,993
1,072
1,191
Total liabilities

8,991
9,121
8,883
7,755
Total shareholders' equity

12,165
12,258
12,707
10,824

(1)
Amounts have been updated to reflect the adoption of Accounting Standards Update (ASU) No. 2015-03, Interest--Imputation of
Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. We adopted ASU 2015-03 on a retrospective basis in
the first quarter of fiscal 2017. The adoption of this standard reduced our total assets, long-term debt and total liabilities each by $17
million, $7 million and $8 million on our consolidated balance sheets as of May 31, 2016, 2015 and 2014, respectively.
(2)
Amounts have been updated to reflect the adoption of ASU No. 2015-07, Income Taxes (Topic 740): Balance Sheet Classification of
Deferred Taxes. We elected to adopt ASU 2015-17 on a retrospective basis in the fourth quarter of fiscal 2016. The adoption of this
standard reduced our total current assets and total assets by $355 million and $7 million, respectively, and reduced our total current
liabilities and total liabilities by $5 million and $7 million, respectively, on our consolidated balance sheet as of May 31, 2014.

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S-6
Table of Contents
RISK FACTORS
In addition to other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
and any "free writing prospectus" we have provided to you, you should carefully consider the risks described below and in Item 1A of our Annual
Report on Form 10-K for the fiscal year ended May 31, 2016, which is incorporated herein by reference, as updated by our subsequent filings that
are incorporated herein by reference before making a decision to invest in the notes. These risks are not the only ones faced by us. Additional risks
not presently known to us or that we currently deem immaterial could also materially and adversely affect our financial condition, results of
operations, business and prospects. The trading price of each series of the notes could decline due to the materialization of any of these risks, and
you may lose all or part of your investment. This prospectus supplement, the accompanying prospectus and the documents incorporated herein and
therein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results and events could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and
elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference. Please
refer to the section of this prospectus supplement entitled "Forward-Looking Statements."
Risks Related to this Offering
The notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The notes will be obligations exclusively of NIKE, Inc. and not of any of our subsidiaries. A substantial portion of our operations is
conducted through our subsidiaries, which are separate legal entities that have no obligation to pay any amounts due under the notes or to make any
funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our
subsidiaries, all claims of creditors (including trade creditors) and preferred stockholders of our subsidiaries will have priority with respect to the
assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will
be structurally subordinated to creditors, including trade creditors and preferred stockholders, if any, of our subsidiaries and any subsidiaries that
we may in the future acquire or create.
Because the notes will not be secured, they will be subject to prior claims of any secured creditors, and if a default occurs, we may not have
sufficient funds to fulfill our obligations under the notes.
The notes will be NIKE, Inc.'s senior unsecured obligations and will rank equally in right of payment with all of NIKE, Inc.'s existing
and future unsecured and unsubordinated obligations, including our 2.250% notes due May 1, 2023, our 3.625% notes due May 1, 2043 and our
3.875% notes due November 1, 2045, and including any indebtedness we may incur from time to time under our $2.0 billion committed revolving
credit facility maturing in August 2020 (subject to extension). As of August 31, 2016, our total consolidated indebtedness was $2.059 billion and
we had $2.0 billion of availability under our revolving credit facility. The indenture governing the notes will permit us and our subsidiaries to incur
additional indebtedness, including secured debt. If we incur any secured debt, our assets will be subject to prior claims by our secured creditors to
the extent of the value of the assets securing such indebtedness. As of August 31, 2016, we had $65 million of secured indebtedness. In the event of
our bankruptcy, liquidation, reorganization or other winding up, assets of NIKE, Inc. that secure debt will be available to pay obligations on the
notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in the remaining assets of NIKE, Inc.
ratably with all of NIKE, Inc.'s unsecured and unsubordinated creditors, including NIKE, Inc.'s trade creditors. If we incur any additional
obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled to share ratably with the
holders of the notes and the previously issued notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution or
other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all
these creditors, all or a portion of the notes then outstanding would remain unpaid.

S-7
Table of Contents
The limited covenants in the indenture that will govern the notes will not provide protection against many types of important corporate events
and may not protect your investment.
https://www.sec.gov/Archives/edgar/data/320187/000119312516742029/d444471d424b2.htm[10/20/2016 9:18:56 AM]

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