Obligation NIKA 2.4% ( US654106AH65 ) en USD

NIKA

100 % ▲

Etas-Unis

US654106AH65 ( en USD )

2.4% par an ( paiement semestriel )

27/03/2025 - Obligation échue

Prospectus brochure de l'obligation NIKE US654106AH65 en USD 2.4%, échue

2 000 USD

1 000 000 000 USD

654106AH6

AA- ( Haute qualité )

A1 ( Qualité moyenne supérieure )

Nike est une multinationale américaine spécialisée dans la conception, le développement, la fabrication et la vente de chaussures, d'équipement, d'accessoires et de vêtements de sport.

Nike Inc. (US654106AH65/654106AH6) a émis une obligation américaine d'un milliard de dollars (USD) à 2,4% échéant le 27 mars 2025, négociée actuellement à 100%, avec un paiement semestriel des coupons, une taille minimale d'achat de 2 000 $, et notée AA- par S&P et A1 par Moody's.

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424B2 1 d841494d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-232770
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Title of Each Class of
to be
Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price

Registration Fee(1)
2.400% Notes due 2025

$1,000,000,000

99.864%

$998,640,000

129,623.47
2.750% Notes due 2027

$1,000,000,000

99.987%

$999,870,000

129,783.13
2.850% Notes due 2030

$1,500,000,000

99.853%

$1,497,795,000

194,413.79
3.250% Notes due 2040

$1,000,000,000

99.374%

$993,740,000

128,987.45
3.375% Notes due 2050

$1,500,000,000

99.663%

$1,494,945,000

194,043.86

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 23, 2019)
$6,000,000,000

NIKE, Inc.
$1,000,000,000 2.400% Notes due 2025
$1,000,000,000 2.750% Notes due 2027
$1,500,000,000 2.850% Notes due 2030
$1,000,000,000 3.250% Notes due 2040
$1,500,000,000 3.375% Notes due 2050

We are offering $1,000,000,000 aggregate principal amount of our 2.400% notes due 2025 (the "2025 notes"), $1,000,000,000 aggregate principal amount of our 2.750% notes due
2027 (the "2027 notes"), $1,500,000,000 aggregate principal amount of our 2.850% notes due 2030 (the "2030 notes"), $1,000,000,000 aggregate principal amount of our 3.250%
notes due 2040 (the "2040 notes") and $1,500,000,000 aggregate principal amount of our 3.375% notes due 2050 (the "2050 notes" and, together with the 2025 notes, the 2027
notes, the 2030 notes and the 2040 notes, the "notes"). The 2025 notes will bear interest at the rate of 2.400% per year and will mature on March 27, 2025, the 2027 notes will bear
interest at the rate of 2.750% per year and will mature on March 27, 2027, the 2030 notes will bear interest at the rate of 2.850% per year and will mature on March 27, 2030, the
2040 notes will bear interest at the rate of 3.250% per year and will mature on March 27, 2040 and the 2050 notes will bear interest at the rate of 3.375% per year and will mature
on March 27, 2050. Interest on the notes will accrue from March 27, 2020 and be payable on March 27 and September 27 of each year, beginning on September 27, 2020. 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, 2019, which is incorporated by reference herein.

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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

Price(1)

Discount

to NIKE(1)
Per 2025 note

99.864%

0.350%

99.514%
Total

$ 998,640,000
$
3,500,000
$ 995,140,000
Per 2027 note

99.987%

0.400%

99.587%
Total

$ 999,870,000
$
4,000,000
$ 995,870,000
Per 2030 note

99.853%

0.450%

99.403%
Total

$1,497,795,000
$
6,750,000
$1,491,045,000
Per 2040 note

99.374%

0.750%

98.624%
Total

$ 993,740,000
$
7,500,000
$ 986,240,000
Per 2050 note

99.663%

0.875%

98.788%
Total

$1,494,945,000
$ 13,125,000
$1,481,820,000
Total

$5,984,990,000
$ 34,875,000
$5,950,115,000

(1)
Plus accrued interest, if any, from March 27, 2020.
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 March 27, 2020.
Joint Book-Running Managers

BofA Securities

Citigroup
Goldman Sachs & Co. LLC
J.P. Morgan
Co-Managers

RBC Capital Markets
Standard Chartered
Academy
Loop Capital
Multi-Bank

Bank

Securities

Markets

Securities, Inc.
The date of this prospectus supplement is March 25, 2020.
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

About This Prospectus Supplement
S-ii
Where You Can Find More Information
S-ii
Incorporation of Certain Documents by Reference
S-ii
Forward-Looking Statements
S-iii
Prospectus Supplement Summary
S-1
Risk Factors
S-7
Use of Proceeds
S-10
Capitalization
S-11
Description of Notes
S-12
Material United States Federal Income Tax Considerations
S-22
Underwriting
S-26
Validity of the Notes
S-31
Experts
S-31

Page
PROSPECTUS

About This Prospectus

1
NIKE

1
Where You Can Find More Information

2
Forward-Looking Statements

3
Risk Factors

5
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Use of Proceeds

6
Description of Debt Securities

7
Plan of Distribution

17
Validity of Securities

17
Experts

17
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.

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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. 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 investors.nike.com. The information on our web site is for textual reference only and
is not part of this prospectus supplement or the accompanying prospectus.
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. The registration statement is available on the SEC's web site, www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by
reference is an important part of this prospectus supplement and the accompanying prospectus, and information that we file later with the SEC will
automatically update and supersede that information. We incorporate by reference the following documents we filed with the SEC pursuant to Section 13 of
the Exchange Act (other than information in such documents that is deemed not to be filed):

·
Annual Report on Form 10-K for the fiscal year ended May 31, 2019;

·
the portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 23, 2019 that are incorporated by reference into
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Part III of our Annual Report;

·
Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2019;

·
Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2019;

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·
Current Reports on Form 8-K filed on August 20, 2019, September 23, 2019, October 22, 2019 (except Item 7.01), November 14, 2019,

February 18, 2020 (except Item 7.01), and March 25, 2020; and

·
all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus

supplement and prior to the termination of the offering of notes (other than information in such documents that is deemed not to be filed
pursuant to applicable rules and regulations).
Each person to whom a copy of this prospectus supplement is delivered may request a copy of these filings (other than exhibits to such filings, unless
such exhibits are specifically incorporated by reference herein) at no cost, by writing or telephoning us at the following address:
NIKE Investor Relations
One Bowerman Drive
Beaverton, Oregon 97005-6453
(503) 671-6453
FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference into this prospectus supplement and the accompanying prospectus, other than purely historic
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 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:

·
health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic;

·
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 technology systems and controls, including,

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

·
interruptions in data and information technology systems;

S-iii
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Table of Contents

·
consumer data security;

·
fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of

future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, 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;

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

·
product performance and quality;

·
customer service;

·
adverse publicity, including, without limitation, through social media or in connection with brand damaging events;

·
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 of the United States, including without limitation, exchange rate fluctuations, inflation,

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

·
the impact of U.S. tax reform legislation on our results of operations;

·
the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, trade and immigration regulations

or policies;

·
changes in government regulations;

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

·
natural disasters;

·
litigation, regulatory proceedings, sanctions or any other claims asserted against us;

·
the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel; and

·
the effects of any decision by us to invest in or divest ourselves of businesses, including with respect to the Hurley brand divested in

December 2019.
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, 2019,
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.

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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
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reliance on forward-looking statements as a prediction of actual results.

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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. NIKE is the largest seller of athletic footwear and apparel in the world measured by global revenues. We sell our products
through NIKE-owned retail stores and through digital platforms (which we refer to collectively as our "NIKE Direct" operations), to retail accounts
and a mix of independent distributors, licensees and sales representatives in countries around 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 six key categories: Running, NIKE Basketball, the Jordan Brand, Football (Soccer), Training
and Sportswear (our sports-inspired lifestyle products). We also market products designed for kids, as well as for other athletic and recreational uses
such as American football, baseball, cricket, golf, lacrosse, skateboarding, tennis, volleyball, walking, wrestling and other 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 the development and manufacturing of our
products. Sportswear, Running and the Jordan Brand 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, although they are also worn for casual and leisure purposes, and exemplifies our commitment to innovation and high-quality
construction. Sportswear, Training and Running 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., doing business as Air Manufacturing Innovation.
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 Jordan Brand products are reported within the respective NIKE Brand geographic
operating segments.
Converse, another wholly-owned NIKE, Inc. subsidiary brand, 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.

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In addition to the products we sell to our wholesale customers and directly to consumers through our NIKE Direct 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.
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Recent Developments
Preliminary Financial Information (unaudited)
On March 24, 2020, we announced our preliminary financial results for the three and nine months ended February 29, 2020, which are included
in our Current Report on Form 8-K filed with the SEC on March 25, 2020 (the "Q3 2020 Form 8-K") and are incorporated by reference in this
prospectus supplement. The financial results included in the Q3 2020 Form 8-K are preliminary and may change as a result of the completion of our
financial closing procedures. Accordingly, these preliminary unaudited results may materially differ from the actual results that will be reflected in
our consolidated financial statements for the three and nine months ended February 29, 2020 when they are completed and publicly filed with the SEC
on our Quarterly Report on Form 10-Q for the quarter ended February 29, 2020. The Q3 2020 Form 8-K should be read in conjunction with "Selected
Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our historical
consolidated financial statements and the notes thereto included in our Form 10-K for the year ended May 31, 2019 and our Quarterly Reports on
Form 10-Q for the quarters ended August 31, 2019 and November 30, 2019, each incorporated by reference in this prospectus supplement. The
preliminary financial data included in the Q3 2020 Form 8-K has been prepared by, and is the responsibility of, our management.
PricewaterhouseCoopers LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data.
Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
COVID-19 Update
We remain focused first and foremost on the health, safety, and well-being of our teammates around the globe. This is at the foundation of all
the business decisions we are making during these unprecedented times.
A novel strain of coronavirus (COVID-19) that was first identified in Wuhan, China in December 2019, and subsequently declared a pandemic
by the World Health Organization, has surfaced in nearly all regions around the world and resulted in travel restrictions and business slowdowns or
shutdowns in affected areas. As a result, COVID-19 has impacted our business globally, including through store closures or reduced operating hours
and/or decreased retail traffic. In particular, the outbreak and preventive measures taken have had a material negative impact on our sales and
operations in Greater China during the third quarter of fiscal 2020 following the temporary closure of, or reduced operating hours in, approximately
75 percent of NIKE-owned and partner stores in Greater China. Similarly, effective as of March 16, 2020, we temporarily closed stores in multiple
regions around the world, including in the United States, Canada, Western Europe, Australia and New Zealand, and as a result, we expect our sales
and business in these regions will be adversely impacted. Additional store closures by us and our partners globally have been and may be required and
there can be no assurance as to how long these closures may remain in effect. Furthermore, even after reopening there can be no assurance as to the
time required to regain operations and sales at prior levels. However, as of March 24, 2020, approximately 80 percent of NIKE-owned and partner
stores in Greater China have reopened and are operating at normal business hours, and we have seen the Greater China business begin to recover with
continued strong digital demand and retail store traffic increasing on a week-over-week basis through March 24, 2020.
COVID-19 has also impacted our distribution centers and our third party manufacturing partners and other vendors, including through the
effects of facility closures, reductions in operating hours, labor shortages, and real

S-2
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time changes in operating procedures to accommodate social distancing guidelines. Additionally, this outbreak may impact distribution and logistics
providers' ability to operate or may increase their operating costs. These supply chain effects may have an adverse effect on our ability to meet
consumer demand, including digital demand, and could result in an increase in our costs of production and distribution, including increased freight
and logistics costs and other expenses.
Our business is sensitive to reductions in discretionary spending by consumers. To date, this outbreak has caused, and is continuing to cause,
significant disruption in the financial markets both globally and in the United States, which could lead to a decline in discretionary spending by
consumers, and which could in turn impact, possibly materially, our business, sales, financial condition and results of operations. We cannot predict
the degree to, or the time period over, which our sales and operations will be affected by this outbreak, and the effects could be material. We have
sufficient liquidity to operate through cash, short-term investments and our undrawn revolving credit facility, but COVID-19 has resulted in
significant disruption of global financial markets, which could have a negative impact on our ability to access capital in the future. Given the
uncertainty in the circumstances, we may, in addition to this offering, pursue other actions to enhance our liquidity position, which could include
increasing our borrowing capacity under our commercial paper program and entering into new credit facilities, to the extent available.
We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and
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local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments
outside our control requiring us to adjust our operating plan. The further spread of COVID-19, and the requirements to take action to limit the spread
of the illness, will impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business,
results of operations and financial condition.
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 investors.nike.com.
Information contained in, or accessible through, our web sites is for textual reference only and is not incorporated into this prospectus supplement or
the accompanying prospectus.

S-3
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 2.400% notes due March 27, 2025.

$1,000,000,000 aggregate principal amount of our 2.750% notes due March 27, 2027.

$1,500,000,000 aggregate principal amount of our 2.850% notes due March 27, 2030.

$1,000,000,000 aggregate principal amount of our 3.250% notes due March 27, 2040.

$1,500,000,000 aggregate principal amount of our 3.375% notes due March 27, 2050.

Maturity Dates
The 2025 notes will mature on March 27, 2025.

The 2027 notes will mature on March 27, 2027.

The 2030 notes will mature on March 27, 2030.

The 2040 notes will mature on March 27, 2040.

The 2050 notes will mature on March 27, 2050.

Interest Rates
The 2025 notes will bear interest at a rate of 2.400% per annum.

The 2027 notes will bear interest at a rate of 2.750% per annum.

The 2030 notes will bear interest at a rate of 2.850% per annum.

The 2040 notes will bear interest at a rate of 3.250% per annum.

The 2050 notes will bear interest at a rate of 3.375% per annum.
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Interest Payment Dates
We will pay interest on the notes on March 27 and September 27 of each year, beginning on
September 27, 2020.

S-4
Table of Contents
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 any 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.

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 any
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.

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424B2
Governing Law
State of New York law.

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, 2019, as
updated by our subsequent filings that are incorporated herein by reference, before investing
in any of the notes offered hereby.

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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, 2019, which is incorporated herein by reference, as updated by our subsequent filings that are incorporated herein
by reference, as well as the matters described in the "Recent Developments" section of this prospectus supplement, 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 2.375% notes due November 1, 2026, our 3.625% notes due
May 1, 2043, our 3.875% notes due November 1, 2045 and our 3.375% notes due November 1, 2046, and including any indebtedness we may incur from
time to time under our $2.0 billion committed revolving credit facility maturing in August 2024 (subject to extension). As of February 29, 2020, our total
consolidated indebtedness was $3.5 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 February 29, 2020, we had no 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

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