Edgar Filing: NIKE INC

f11k111130.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2011

o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. _______________

NIKE, Inc.

(Full title of the plan)

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

(Name of issuer of the securities held pursuant to the plan)

One Bowerman Drive

Beaverton, Oregon 97005

(Address of the plan and address of issuer’s principal executive offices)

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Financial Statements and Supplemental Schedules

May 31, 2011 and 2010

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Financial Statements and Supplemental Schedule

as of May 31, 2011 and 2010

and for the fiscal year ended May 31, 2011

Table of Contents

	Page(s)
Report of Independent Registered Public Accounting Firm	1
Financial Statements
Statements of Net Assets Available for Benefits May 31, 2011 and 2010	2
Statement of Changes in Net Assets Available for Benefits Year Ended May 31, 2011	3
Notes to Financial Statements May 31, 2011 and 2010	4-16
Supplemental Schedules
Schedule H, Line 4i - Schedule of Assets (Acquired and Disposed of Within Year) May 31, 2011	17-38
Schedule H, Line 4i - Schedule of Assets (Acquired an Disposed of Within Year) Year Ended May 31, 2011	39-51
Note: Other schedules required by 29 CFR Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Action of 1974 have been omitted because they are not applicable.

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. (the “Plan”) at May 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended May 31, 2011 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) at May 31, 2011, and Schedule of Assets (Acquired and Disposed of Within Year) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Portland, Oregon

November 23, 2011 

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Statements of Net Assets Available for Benefits

May 31, 2011 and 2010

	2011			2010

Assets
Investments, at fair value
Collective trust funds	$	1,158,430,251		$	812,077,347
NIKE, Inc. Class B common stock		441,550,034			366,202,050
Registered investment companies		77,231,534			120,629,547
Corporate and foreign bonds		34,410,762			26,407,895
Interest bearing cash		10,661			53,484
Common and foreign stocks		1,440			18,837,282
Foreign preferred stocks		-			234,286
Total investments		1,711,634,682			1,344,441,891
Receivables
Employer contributions		40,431,957			35,979,389
Notes receivable from participants		22,606,115			22,205,269
Participant contributions		1,648,075			1,447,706
Accrued interest and dividends		810,639			900,346
Due from broker for securities sold		512,849			698,787
Total receivables		66,009,635			61,231,497
Cash		161,055			238,820
Total assets		1,777,805,372			1,405,912,208
Liabilities
Due to broker for securities purchased		924,621			344,607
Accrued expenses		127,521			135,255
Total liabilities		1,052,142			479,862
Net assets available for benefits at fair value		1,776,753,230			1,405,432,346
Adjustment from fair value to contract
value for interest in collective trust relating to fully
benefit-responsive investment contracts		(509,521	)		(1,721,632	)
Net assets available for benefits	$	1,776,243,709		$	1,403,710,714

The accompanying notes are an integral part of these financial statements.

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Statements of Changes in Net Assets Available for Benefits

Year Ended May 31, 2011

Additions
Investment income
Net appreciation in fair value of investments			$ 279,464,015
Interest and dividends			9,246,041
Total investment income			288,710,056
Less investment expenses			(437,839)
Net investment income			288,272,217
Interest income on notes receivable from participants			1,091,890
Contributions
Employer, net of forfeitures			75,661,752
Participant			58,947,035
Rollover			3,371,676
Total contributions			137,980,463
Total additions			427,344,570
Deductions
Benefits paid to participants			(53,600,288)
Administrative expenses			(1,211,287)
Total deductions			(54,811,575)
Net increase			372,532,995
Net assets available for benefits
Beginning of year			1,403,710,714
End of year			$ 1,776,243,709

The accompanying notes are an integral part of these financial statements.

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

1. Description of the Plan

The following description of the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan was established to provide for the retirement income requirements of and sharing in Company profits by all employees of NIKE, Inc. (the “Company”) and a retirement savings program for the employees of the Company not covered by a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. Administration of the Plan is performed by the Administrative Subcommittee of the Retirement Committee. The Plan is amended from time to time in order to comply with changes in applicable laws and to make changes in Plan administration.

The Northern Trust Company (“Northern Trust” or the “Trustee”) is the Trustee and Aon Hewitt Associates (“Aon Hewitt” or the “Recordkeeper”) is the Recordkeeper of the Plan's assets. Selected assets are held in the custody of Charles Schwab & Co. Inc. (“Charles Schwab” or the “Custodian”) and are maintained by the Trustee. The Plan’s investment decisions are overseen by the Investment Subcommittee of the Retirement Committee. Members of the Retirement Committee are appointed by the Board of Directors of the Company.

Eligibility

All employees, except those employees who are (1) covered by a collective bargaining agreement, (2) living outside the United States and not covered by the Company expatriate program, (3) working at the Company’s Memphis Apparel Distribution Center, whose employment is established pursuant to the Company’s Seasonal On Call Casual Employee Reserve (“SOCCER”) program, or (4) residing in Puerto Rico and working at the Puerto Rico facility, become eligible to receive profit sharing contributions on the first day of the Plan fiscal year coinciding with or immediately preceding completion of one year of employment with at least 1,000 hours of service. Employees are eligible to participate in the 401(k) portion of the Plan on the first day of the month following 30 days of employment.

Contributions

Participants may contribute up to 50% of their pre-tax annual compensation to the Plan, subject to annual individual deferral limitations under the Internal Revenue Code (“IRC”). Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions, as defined. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Additionally, the Company will match participant contributions at a rate of 100% of the first 5% of the participant’s total base pay that is contributed to the account.

Prior to May 13, 2011, the Company match contributions related to the Plan's 401(k) feature were invested in NIKE, Inc. Class B common stock and as of June 1, 2001, these match contributions became subject to participant self-direction after the initial investment in Company stock was made to the Plan. Participants could redeem their shares in Company stock and reinvest the cash into other managed funds. As of May 13, 2011, the Company match follows participants’ fund selections and NIKE, Inc. Class B common stock is one of the investment choices. No more than 10% of a participant’s deferral and corresponding match can go into the NIKE stock fund and a participant can only transfer a portion of his or her existing account balance to purchase NIKE

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

stock if the percentage of their account balance invested in NIKE stock is less than or equal to 20 percent. Transfers out of the NIKE stock fund are permitted at any time.

Under the Plan’s profit sharing features, the Company may make discretionary annual contributions as designated by the Company’s Board of Directors. However, this amount cannot be greater than the amount allowable as a tax deduction under the IRC. The annual contributions will be funded no later than the date the Company’s federal income tax return is filed.

Profit sharing contributions are invested in various fixed income and equity funds similar to those offered under the Plan’s 401(k) features. Investments held by the Plan on behalf of participants related to profit sharing contributions are nonparticipant-directed. In a nonparticipant–directed program, the Investment Committee, under the guidance of investment managers, directs the specific investments held by the Plan. See Note 7 for applicable disclosures. Investments held by the Plan on behalf of participants related to 401(k) contributions are participant-directed. In a participant-directed program, the individual participant selects the investments for his or her individual account.

Participant Accounts

Separate individual 401(k) and profit sharing accounts are maintained for each participant. Each participant’s 401(k) account is credited with the participant’s contributions and rollovers, the Company’s matching contributions, Plan expenses and an allocation of the Plan’s investment income or losses based upon the participant’s election of investment options. Participants direct the investment of their contributions into various investment options offered by the Plan.

An eligible profit sharing participant is entitled to an annual allocation of the employer profit sharing contribution and former participant profit sharing forfeitures after restoration of previously forfeited accounts. Employer profit sharing contributions and former participant forfeitures are allocated first in the proportion of the participant’s annual compensation to compensation of all participants, up to a maximum of 4% of the compensation of each participant. Contributions and forfeitures exceeding 4% of all participants’ annual compensation, if any, are allocated in the ratio of each participant’s excess compensation to total excess compensation of all participants, not to exceed 4% of such excess compensation. Excess compensation is defined as compensation in excess of the social security wage base. The balance of contributions and forfeitures, if any, is allocated to participants in the ratio of each participant’s annual compensation to the total of all participants’ annual compensation, subject to the IRC Section 415 defined maximum limitations. Participants do not direct the investment of profit sharing contributions.

Profit sharing investment income or loss and Plan expenses are allocated daily based on a ratio of each participant’s profit sharing account balance to the total profit sharing account balances.

The total benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested 401(k) and profit sharing accounts.

Vesting

Participants in the 401(k) portion of the Plan are immediately vested in their elective, rollover, and Company matching contributions, plus actual earnings thereon. The Company contributions into the profit sharing portion of the Plan vest at 25% per year after completing two years of service, and vesting increases 25% for each additional year of service until fully vested after five years. Participants in the profit sharing portion of the Plan become fully vested in the Company’s contributions in the event of total and permanent disability, death, attainment of 65 years of age, or termination of the Plan.

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

Forfeitures

Upon a participant’s termination, the unvested portion of the participant’s profit sharing account is forfeited. Profit sharing forfeitures may be used to reduce future employer contributions or be allocated back to active participants. During the year ended May 31, 2011, profit sharing forfeitures of $957,562 were used to reduce employer contributions. At May 31, 2011 and 2010, accumulated profit sharing forfeitures totaled $913,363 and $775,672, respectively.

Notes Receivable from Participants

Participants may borrow a portion of their elective and rollover contributions by applying to the Administrative Subcommittee. Participants may borrow from their accounts amounts equal to the lesser of 50% of their vested account balance or $50,000 reduced by the balance of any outstanding loans. The term of the loan repayments range up to five years for general purpose loans and up to ten years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus one percentage point. Principal and interest are paid ratably through monthly deductions.

Benefit Payments

On termination of service due to death, disability, hardship, resignation, discharge and retirement, a participant is eligible to receive payments in the amount equal to the value of the participant’s vested interest in his or her account.

Vested benefits are distributed to participants in a lump-sum payment upon termination or are transferred to another qualified trust. Participants with vested benefits greater than $1,000 can elect to receive a distribution or leave their balance in the Plan. Terminated participants with balances greater than $1,000 may leave their vested benefits in the Plan until reaching the age of 65. Participants may apply to the Administrative Subcommittee to withdraw their voluntary 401(k) contributions in the event the participant is over age 59-1/2, or the participant has a financial hardship as stipulated in the Plan provisions. No withdrawals may be made from the unvested portion of the Company’s matching contributions, profit sharing contributions, or earnings thereon.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the accounts of all participants would become fully vested. The net assets of the Plan would be distributed among the participants and beneficiaries of the Plan in proportion to their interests after proper allocation of any Plan expenses incurred upon termination.

2. Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust fund. The Statements of Net Assets Available for Benefits present the fair value of the investment in the collective trust funds as well as the adjustment of the investment in the collective trust funds from fair value to contract value relating to the investment

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Recent Accounting Pronouncements and Developments

In January 2010, the Financial Accounting Standards Board (“FASB”) issued updated guidance to improve disclosures regarding fair value measurements. This update requires entities to (i) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (ii) present separately (i.e., on a gross basis rather than as one net number), information about purchases, sales, issuances and settlements in the roll forward of changes in Level 3 fair value measurements. The update requires fair value disclosures by major class rather than by category of assets and liabilities in the Statements of Net Assets Available for Benefits. Disclosures regarding the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for assets and liabilities in both Level 2 and Level 3 are also required. For all portions of the update except the gross presentation of activity in the Level 3 roll forward, this standard is effective for interim and annual reporting periods beginning after December 15, 2009. For the gross presentation of activity in the Level 3 roll forward, this guidance is effective for fiscal years beginning after December 15, 2010. See Note 4 for applicable disclosures.

In September 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-25, which stipulates that participant loans should be classified as notes receivable and measured at their unpaid principal balance plus any accrued but unpaid interest for years ending after December 15, 2010 and requires retrospective application to all periods presented. This amendment was adopted by the Plan for the year ended May 31, 2011 and retrospectively applied to May 31, 2010. Accordingly, participant loans previously included in investments of the Plan at May 31, 2010 have been reclassified in the Statements of Net Assets Available for Benefits to conform to the current year presentation. The adoption of this amendment did not change the value of participant loans from the amount previously reported as of May 31, 2010.

Investment Valuation and Income Recognition

Managed funds consist of investments in preferred, common and foreign stock, corporate, preferred, and foreign bonds, collective trust funds, registered investment companies, U.S. government securities and interest bearing cash. Investments in preferred, common and foreign stocks listed on a national securities exchange and over-the-counter securities are valued at the last reported sale price on the valuation date or, if no sales are reported for that day, the last published sale price. Bonds are valued based on market values quoted by dealers who are market makers in these securities, by independent pricing services, or by a methodology approved by Northern Trust. The fair value of the fixed income securities is determined based on valuations provided by an independent pricing service, which uses multiple valuation techniques that incorporates available market information and proprietary valuation models, which consider market characteristics, such as benchmark yield curve, credit spreads, estimated default rates and other security features. Investments in registered investment companies are stated at net asset value, based upon the fair market value of the underlying securities, as determined or provided by Northern Trust.

Collective trust funds represent investments held in pooled funds. The investments are contributed from employee benefit plans maintained by more than one employer or a controlled group of corporations that is maintained by a bank, trust company, or similar institution that is regulated, supervised, and subject to periodic examination by a state or federal agency. The Plan’s interests in the collective trust funds are valued based on information provided by Northern Trust using the net asset value from the audited financial statements of the collective trust funds at year end. The

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

Plan invests in two collective trust funds (the “Schwab Stable Asset Fund” and the “U.S. Bank Morley Institutional Investors Stable Asset Fund”), which hold fully benefit-responsive investment contracts. These collective trust funds can be redeemed daily by participants subject to limitations on noncompeting options. The collective trust funds' trustee reserves the right to delay plan sponsor-initiated redemptions for up to 365 days. There are no other restrictions on collective trust transactions.

Investments are purchased and sold at the fair value of the underlying investments and receive the interest and dividend earnings of the underlying investments. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation or depreciation in the fair value of its investments, which consist of the realized gains or losses and the unrealized appreciation or depreciation on those investments.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable are reclassified as distributions based upon the terms of the Plan document.

Benefits Payable

Benefits are recorded when paid. Accordingly, benefits payable to persons that have elected to withdraw from the Plan but not yet paid have not been accrued. At May 31, 2011 and 2010, there were $475,195 and $571,603, respectively, payable to participants.

Expenses

Expenses of administering the Plan and those which are directly related to investment transactions are paid out of the assets of the Plan.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates.

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

Risks and Uncertainties

The Plan invests in various investment securities that are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities, and thus the net asset value of the funds, will occur in the near term and that such changes could materially affect participant’s account balances and the amount reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits. Market values of investments may decline for a number of reasons, including changes in prevailing market and interest rates, increases in defaults and credit rating downgrades. The fair values assigned to the investments by the Plan are based upon available information believed to be reliable, which may be affected by conditions in the financial markets. The Plan may not be able to sell its investments when it desires to do so or to realize what it perceives to be its fair value in the event of a sale.

Subsequent Events

The Plan has evaluated subsequent events and determined that no significant subsequent events have occurred requiring adjustments to the financial statements or disclosures.

3. Investments

The following presents investments that represent 5% or more of the Plan’s net assets at May 31, 2011:

Participant Directed
NIKE, Inc. Class B Common Stock	$	441,550,034
Collective trust funds
Northern Trust Global Investments Collective Daily S&P 500 Equity Index Fund		236,689,807
Northern Trust Bank NA Collective Daily All Country World Exchange Fund		161,526,571
Northern Trust Global Investments Collective Daily Russell 2000 Index Fund		143,241,224
Northern Trust Global Investments Collective Daily Aggregate Bond Index Fund		119,539,339
Schwab Stable Value Fund		101,758,071
Nonparticipant Directed
Collective trust funds
Northern Trust Global Investments Collective Daily S&P 500 Equity Index Fund		117,000,195

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

The following presents investments that represent 5% or more of the Plan’s net assets at May 31, 2010:

Participant Directed
Collective trust funds
Northern Trust Global Investments Collective Daily S&P 500 Equity Index Fund			171,349,075
Northern Trust Bank NA Collective Daily All Country World Exchange Fund			116,414,073
Northern Trust Global Investments Collective Daily Russell 2000 Index Fund			102,926,009
Northern Trust Global Investments Collective Daily Aggregate Bond Index Fund			102,891,608
US Bank Morley Institutional Investors Stable Asset Fund			98,373,232
Nonparticipant Directed
NIKE, Inc. Class B Common Stock			366,202,050
Collective trust funds
Northern Trust Global Investments Collective Daily S&P 500 Equity Index Fund			86,938,923

During the year ended May 31, 2011, all of the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

Collective trust funds	$	188,051,660
NIKE, Inc. Class B common stock		63,314,724
Registered investment companies		25,121,165
Corporate bonds		2,493,843
Preferred and common stocks		482,623
	$	279,464,015

4. Fair Value Measurement

In determining fair value, the Plan uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2

Inputs to the valuation methodology include:

●Quoted prices for similar assets or liabilities in active markets;

●Quoted prices for identical or similar assets or liabilities in inactive markets;

●Inputs, other than quoted prices, that are observable for the asset or liability;

●Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The valuation methods described in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used at May 31, 2011 and 2010.

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

The following tables set forth by level, within the fair value hierarchy, the Plan's assets at fair value as of May 31, 2011 and 2010:

	Assets at Fair Value at May 31, 2011
	Level 1		Level 2		Level 3		Total

Collective trust funds
Equity index funds	$	-	$	541,457,600	$	-	$	541,457,600
Common stock funds		-		265,058,142		-		265,058,142
Other fixed income funds		-		217,731,383		-		217,731,383
Real estate funds		-		28,487,838		-		28,487,838
Stable value funds		-		101,758,071		-		101,758,071
Other short term investment funds		-		3,937,217		-		3,937,217
Total collective trust funds		-		1,158,430,251		-		1,158,430,251
Common and foreign stocks
Consumer discretionary		441,550,034		-		-		441,550,034
Information technology		1,440		-		-		1,440
Total common and foreign stocks		441,551,474		-		-		441,551,474
Registered investment companies
Commodity funds		36,603,288		-		-		36,603,288
Equity funds		29,794,322		-		-		29,794,322
Bond funds		6,855,612		-		-		6,855,612
Short term funds		3,391,407		-		-		3,391,407
Real estate funds		586,905		-		-		586,905
Total registered investment companies		77,231,534		-		-		77,231,534
Corporate and foreign bonds		-		34,410,762		-		34,410,762
Interest bearing cash		10,661		-		-		10,661
Total assets at fair value	$	518,793,669	$	1,192,841,013	$	-	$	1,711,634,682

Level 3 Gains and Losses

The following table sets forth a summary of changes in the fair value of the Plan's level 3 assets for the year ended May 31, 2011:

	Collective
	Trust Funds

Balance at beginning of year	$	100,094,864
Purchases, sales, issuances and
settlements, net		(100,094,864	)
Balance at end of year	$	-

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

	Assets at Fair Value as of May 31, 2010
	Level 1		Level 2		Level 3		Total

Collective trust funds
Equity index funds	$	-	$	390,689,158	$	-	$	390,689,158
Other fixed income funds		-		184,345,239		-		184,345,239
Common stock funds		-		131,638,310		-		131,638,310
Stable value funds		-		-		100,094,864		100,094,864
Other short term investment funds		-		5,309,776		-		5,309,776
Total collective trust funds		-		711,982,483		100,094,864		812,077,347
Common and foreign stocks
Consumer discretionary		368,519,239		-		-		368,519,239
Telecommunication services		3,352,782		-		-		3,352,782
Financials		2,998,887		-		-		2,998,887
Information technology		2,942,104		-		-		2,942,104
Healthcare		2,644,337		-		-		2,644,337
Consumer staples		1,988,268		-		-		1,988,268
Energy		1,001,569		-		-		1,001,569
Materials		676,863		-		-		676,863
Industrials		547,303		-		-		547,303
Utilities		367,980		-		-		367,980
Total common and foreign stocks		385,039,332		-		-		385,039,332
Registered investment companies
Equity funds		22,271,468		62,995,940		-		85,267,408
Commodity funds		27,151,996		-		-		27,151,996
Bond funds		4,356,140		-		-		4,356,140
Short term funds		3,426,862		-		-		3,426,862
Real estate funds		427,141		-		-		427,141
Total registered investment companies		57,633,607		62,995,940		-		120,629,547
Corporate and foreign bonds		-		26,407,895		-		26,407,895
Foreign preferred stocks
Telecommunication services		155,701		-		-		155,701
Financials		78,585		-		-		78,585
Total foreign preferred stocks		234,286		-		-		234,286
Interest bearing cash		53,484		-		-		53,484
Total assets at fair value	$	442,960,709	$	801,386,318	$	100,094,864	$	1,344,441,891

Level 3 Gains and Losses

The following table sets forth a summary of changes in the fair value of the Plan's level 3 assets for the year ended May 31, 2010:

	Collective
	Trust Funds

Balance at beginning of year	$	126,783,978
Realized gains		12,244,948
Unrealized losses		(5,242,814	)
Purchases, sales, issuances and
settlements, net		(33,691,248	)
Balance at end of year	$	100,094,864

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

The U.S. Bank Morley Stable Value Fund was sold by the Plan on June 15, 2010 and represented the remaining participant directed investments in this fund.

5. Party-in-Interest Transactions

The Plan’s investments represent funds invested in, or maintained by, Northern Trust and Charles Schwab. Northern Trust is the Trustee of the Plan assets and Charles Schwab is the Custodian of selected assets and, therefore, these investments represent exempt party-in-interest transactions.

Certain Plan investments are shares of Company common stock. For the year ended May 31, 2011 and 2010, the Plan purchased 487,467 and 550,321 shares of NIKE, Inc. Class B common stock, respectively, at a cost of $37,812,303 and $34,399,142, respectively. For the same years ended, the Plan sold 280,767 and 487,511 shares of NIKE, Inc. Class B common stock, respectively, at a cost of $20,392,865 and $27,882,644, respectively. At May 31, 2011 and 2010, the Plan held $441,550,034 (5,228,538 shares) and $366,202,050 (5,059,437 shares), respectively, of NIKE, Inc. Class B common stock.

6. Plan Tax Status

The Internal Revenue Service (“IRS”) has determined and informed the Company by letter dated January 16, 2008 that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of May 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions within the United States of America; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

7. Nonparticipant Directed Investments

Information about the net assets at May 31 and the significant components of the changes in net assets for the year ended may 31 relating to the nonparticipant directed investments is as follows:

	2011			2010

Net Assets

Collective trust funds	$	395,270,739		$	217,771,230
Employer receivable		39,457,316			35,979,389
Registered investment companies		36,484,419			90,056,053
Corporate and foreign bonds		34,410,762			26,407,895
Accrued interest and dividends		807,393			886,206
Cash		36,116			231,610
Interest bearing cash		10,661			761
Common and foreign stocks		1,440			18,837,282
Foreign preferred stocks		-			234,286
NIKE, Inc. Class B common stock		-			366,202,050
Due from broker for securities sold		-			698,787
Due to broker for securities purchased		(509,141	)		(344,607	)
Accrued expenses		(60,374	)		(65,279	)
Total net assets	$	505,909,331		$	756,895,663

	Year Ended
	May 31, 2011

Changes in net assets
Net appreciation in fair value of investments	$	90,038,051
Employer contributions		40,085,592
Interest and dividends		2,734,099
Transfers to participant directed funds		(672,420	)
Administrative and investment expenses		(724,902	)
Benefits paid to participants		(15,002,757	)
Transfer of NIKE, Inc. Class B common stock to participant directed funds		(367,443,995	)
	$	(250,986,332	)

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2011 and 2010

8. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at May 31, 2011 and 2010:

	2011			2010

Net assets available for benefits per the
financial statements	$	1,776,243,709		$	1,403,710,714
Benefits payable		(475,195	)		(571,603	)
Loans deemed to be distributions
for financial reporting purposes		(543,706	)		(436,145	)
Adjustment from fair value to contract value for interest in
collective trust relating to fully
benefit-responsive investment contracts		509,521			1,721,632
Net assets available for benefits per Form 5500	$	1,775,734,329		$	1,404,424,598

The following is a reconciiation of the net increase in net assets available for benefits per the financial statements to the Form 5500 at May 31, 2011:

Net increase in net assets per the financial statements	$	372,532,995
Benefits payable at May 31, 2011		(475,195	)
Benefits payable at May 31, 2010		571,603
Loans deemed to be distributions for financial reporting purposes at May 31, 2011		(543,706	)
Loans deemed to be distributions for financial reporting purposes at May 31, 2010		436,145
Adjustment from fair value to contract value for interest in collective trust
at May 31, 2011		509,521
Adjustment from fair value to contract value for interest in collective trust
at May 31, 2010		(1,721,632	)
Net increase in net assets per Form 5500	$	371,309,731

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

May 31, 2011

(c)

(b)

Rate

Date of

(c)

(e)

Identity of Issuer, Borrower,

(c)

Maturity

Par

(d)

Current

(a)

Lessor or Similar Party

Description of Investment

Interest

Year

Month

Value

Cost (1)

Value

Participant Directed

1st Eagle Funds Inc

Registered investment company

5,142

1st Eagle Funds Overseas Fund

Registered investment company

133,215

1st Eagle Sogen Funds Global Fund

Registered investment company

215,416

1st Eagle Sogen Funds Gold Fund

Registered investment company

24,164

3rd Avenue Tr Intl Value Fund

Registered investment company

69,264

3rd Avenue Tr Real Estate Value Fund

Registered investment company

91,609

Aberdeen Emerging Markets Fund

Registered investment company

12,236

Aberdeen Intl Equity Fund

Registered investment company

59,806

Aberdeen Global Nat Res Fund

Registered investment company

15,553

Advantage Funds Dreyfus Global Absolute

Registered investment company

14,141

Advisors Inner Circle Fund Acadian Emerging Mkts Inst Fund

Registered investment company

53,940

Advisors Inner Circle Fund Cambiar Aggressive Value

Registered investment company

9,853

Advisors Inner Circle Fund Cambiar Small Cap

Registered investment company

17,341

Advisors Inner Circle Fund II Inc New Champlain Small Co Fund

Registered investment company

13,696

Advisors Inner Circle Fund II Frost Div Value Equity Fund

Registered investment company

12,768

Aim Sector Funds Invesco Van Kampen CL Y

Registered investment company

6,835

Aim Sector Funds Invesco Van Kampen Small Cap

Registered investment company

8,859

Alger Fund Cap Apprec CL A

Registered investment company

29,495

Alliance Bernstein Growth & Inc Fund

Registered investment company

13,552

Allianz Fds NFJ Dividend Value Fund

Registered investment company

54,081

Allianz Funds RCM Wellness Fund

Registered investment company

59,511

Allianz Funds AGIC Pac Rim Fund

Registered investment company

14,757

Alpine Equity Tr International Real Estate Equity Fund

Registered investment company

11,167

Alpine Ser Tr Dynamic Innovators Fund

Registered investment company

1,725

Amana Mutual Fund Tr Growth Fund

Registered investment company

146,506

Amana Mutual Fund Tr Income Fund

Registered investment company

54,072

American AMCAP Fund

Registered investment company

18,759

American Beacon Funds Large Cap Value Fund

Registered investment company

48,756

American Beacon Funds Small Cap Value Fund

Registered investment company

26,634

American Cap World Growth & Inc Fund

Registered investment company

3,839

American Century 20th Century Growth Fund

Registered investment company

224,666

American Century Cap Portfolios Inc Value Fund

Registered investment company

16,341

American Century Cap Portfolio Inc Equity Income Fund

Registered investment company

239,002

American Century Cap Portfolio Inc Mid Cap Value Fund

Registered investment company

52,448

American Century Cap Portfolio Inc Real Estate Fund

Registered investment company

4,742

American Century Govt Inc Tr Benham Adj Rate

Registered investment company

45,798

American Century Govt Inc Tr Benham

Registered investment company

131,482

American Century Govt Inc Tr Inflation-adjusted Bd Fund

Registered investment company

76,031

American Century Govt Inc Tr Ginnie Mae Fund

Registered investment company

4,117

American Century Intl Bond Fund

Registered investment company

14,440

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

May 31, 2011

(a)

(b)

Identity of Issuer, Borrower,

Lessor or Similar Party

(c)

Description of Investment

(c)

Rate of Interest

(c)

Date of

Maturity

Year Month

(c)

Par

Value

(d)

Cost (1)

(e)

Current

Value

American Century Mut Fund Inc Heritage Fund

Registered investment company

63,541

American Century Mutual Funds Inc Cap Value

Registered investment company

51,042

American Century Quantitative Equity Growth Fund

Registered investment company

110,466

American Century Quantitative Equity Utils Fund

Registered investment company

59,502

American Century World Mutual Fund Inc 20th Centy Intl Discovery Fund

Registered investment company

24,280

American Century World Mutual Fund Inc 20th Centy Intl Growth Fund

Registered investment company

94,843

American Independence Funds Tr Absolute Return

Registered investment company

14,637

Ariel Fund

Registered investment company

21,546

Ariel Growth Appreciation Fund

Registered investment company

63,329

Artio Global Invt Funds International Equity Fund

Registered investment company

53,361

Artio Global Invt Funds International Equity Fund II

Registered investment company

49,557

Artisan Funds Global Value

Registered investment company

329

Artisan Funds Inc International Value Fund

Registered investment company

6,731

Artisan Funds Inc International Fund

Registered investment company

239,763

Artisan Funds Inc International Small Cap Fund

Registered investment company

11,998

Artisan Funds Mid Cap Fund

Registered investment company

195,250

Artisan Funds Mid Cap Value Fund

Registered investment company

33,691

Aston Funds for future issues - Fairpointe Mid Cap Fund

Registered investment company

36,324

Aston Funds for future issues - Montag Caldwell Growth Fund

Registered investment company

12,347

Aston Funds for future issues - Veredus Aggressive Growth Fund

Registered investment company

24,483

Baron Ast Fund Growth Fund

Registered investment company

276,167

Baron Ast Fund Small Cap Fund

Registered investment company

115,344

Baron Invt Funds Tr Opportunity Fund

Registered investment company

2,656

Baron Partners Fund

Registered investment company

111,504

Blackrock Equity Dividend Fund

Registered investment company

32,280

Blackrock Funds II US Opportunities Portfolio

Registered investment company

36,041

Blackrock Funds Intl Opportunities Portfolio

Registered investment company

58,853

Blackrock Funds Intl Bond Portfolio

Registered investment company

11,268

Blackrock Global Allocation Fund

Registered investment company

56,575

Blackrock Global Emerging Markets-A

Registered investment company

32,822

Blackrock Nat Res Tr CL A

Registered investment company

3,870

Blair William Mutual Funds Small Cap Growth Fund

Registered investment company

48,396

Blair William Mutual Funds Small Mid-Cap Growth Fund

Registered investment company

15,256

Bny Mellon Funds Tr Small Cap Stk Fund

Registered investment company

1,296

Brandywine Fund Inc Com Open End

Registered investment company

1,404

Bridgeway Fund Aggressive Fund

Registered investment company

9,952

Brown Cap Mgmt Small Co Fund

Registered investment company

9,162

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

May 31, 2011

(a)

(b)

Identity of Issuer, Borrower,

Lessor or Similar Party

(c)

Description of Investment

(c)

Rate of Interest

(c)

Date of

Maturity

Year Month

(c)

Par

Value

(d)

Cost (1)

(e)

Current

Value

Buffalo Hi Yield Fund

Registered investment company

5,632

Buffalo Funds Mid Cap Fund

Registered investment company

16,688

Buffalo Funds Science & Technology Fund

Registered investment company

28,331

Buffalo Small Cap Fund

Registered investment company

39,502

Calamos Invt Tr New Growth Fund

Registered investment company

48,708

Calamos Invt Tr New Intl Growth Fund

Registered investment company

16,877

CGM Focus Fund

Registered investment company

216,098

CGM Tr Realty Fund

Registered investment company

192,952

Clipper Fund

Registered investment company

26,199

Cohen & Steers Intl Rlty Shs Fund

Registered investment company

13,066

Cohen & Steers Rlty Shs Inc Com Fund

Registered investment company

276,057

Columbia Acorn Tr Fund

Registered investment company

10,687

Columbia Funds Ser Tr Emerging Markets

Registered investment company

31,885

Columbia Funds Ser Tr Energy & Nat Res

Registered investment company

81,778

Columbia Funds Ser Tr Strategic Investor

Registered investment company

18,633

Columbia Funds Ser Tr Value & Restructuring CL A

Registered investment company

74,542

Columbia Funds Ser Tr Value & Restructuring CL Z

Registered investment company

312,603

Columbia Funds Ser Tr Marsico 21st Century Fund

Registered investment company

87,951

Columbia Funds Ser Tr Mid Cap Value

Registered investment company

15,237

Conestoga Funds Small Cap Fund

Registered investment company

19,078

CRM Mid Cap Value Fund

Registered investment company

24,476

CRM Small/Mid Cap Value Fund

Registered investment company

13,182

Davis NY Venture Fund

Registered investment company

114,323

Delaware Pooled Tr Diversified Income Fund

Registered investment company

10,266

DFA Invt Dimensions Group US Micro Cap Fund

Registered investment company

11,125

Diamond Hill Small Cap Fund

Registered investment company

10,514

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

May 31, 2011

(a)

(b)

Identity of Issuer, Borrower,

Lessor or Similar Party

(c)

Description of Investment

(c)

Rate of Interest

(c)

Date of

Maturity

Year Month

(c)

Par

Value

(d)

Cost (1)

(e)

Current

Value

Direxion Funds Latin America Bull

Registered investment company

4,187

Direxion Funds Commodity Bull 2x

Registered investment company

1,738

Direxion Funds 10 Year Note Bull 2.5x Fund

Registered investment company

905

Dodge & Cox Balanced Fund

Registered investment company

280,501

Dodge & Cox Inc Fund

Registered investment company

143,674

Dodge & Cox International Stock Fund

Registered investment company

202,291

Dodge & Cox Stock Fund

Registered investment company

139,280

Domini Social Index Fund

Registered investment company

5,549

Doubleline Total Return Bond - N

Registered investment company

5,378

Doubleline Total Return Bond - I

Registered investment company

10,412

Dreman Contrarian Fund Small Cap Value

Registered investment company

37,913

Dreyfus Appreciation Fund

Registered investment company

52,742

Dreyfus Emerging Markets Fund Cl A

Registered investment company

9,488

Dreyfus Emerging Markets Growth Fund

Registered investment company

51,576

Dreyfus Fund Inc

Registered investment company

8,657

Dreyfus Greater China Fund Cl A

Registered investment company

15,201

Dreyfus Index Funds Small Cap Stock Fund

Registered investment company

96,204

Dreyfus Invt Grade Funds

Registered investment company

4,637

Dreyfus Midcap Index Fund

Registered investment company

16,822

Dreyfus Midcap Growth Fund

Registered investment company

14,754

Dreyfus Opportunistic Mid Cap Value

Registered investment company

19,142

Driehaus Mutual Fund International Discovery Fund

Registered investment company

20,235

Dundeewealth Funds Dynamic Gold & Precious Metals

Registered investment company

15,433

DWS Equity Tr Alternative Asset Allocation Plus Fund

Registered investment company

85,756

DWS Mut Funds Gold & Precious Metals

Registered investment company

97,811

Eagle Small Cap Growth Fund

Registered investment company

20,023

Eaton Vance Inc Fund Bstn Inc

Registered investment company

71,901

Eaton Vance Mutual Funds Tr Fltg rate Fund

Registered investment company

55,285

Eaton Vance Mutual Funds Tr Fltg rate Fund CL A

Registered investment company

24,056

Eaton Vance Mutual Funds Tr Strategic Inc Fund

Registered investment company

85,112

Eaton Vance Parametric Structured Emerging Markets

Registered investment company

47,259

Eaton Vance Parametric Tax-managed Emerging Markets

Registered investment company

50,551

Eaton Vance Spl Invt Tr Greater India Fund

Registered investment company

12,534

Europac Growth Fund CL F-1

Registered investment company

18,875

Europac Growth Fund CL R-4

Registered investment company

79,691

Europac Growth Fund CL R-5

Registered investment company

86,093

Fairholme Income Fund

Registered investment company

568,151

FBR Funds Gas Util Index Fund

Registered investment company

9,361

FBR Funds Small Cap Finl Fund

Registered investment company

5,527

FBR Focus Fund

Registered investment company

29,373

Federated Income Secs Tr Short-term Income Fund

Registered investment company

57,788

Federated Prudent Bear Fund

Registered investment company

15,188

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

May 31, 2011

(a)

(b)

Identity of Issuer, Borrower,

Lessor or Similar Party

(c)

Description of Investment

(c)

Rate of Interest

(c)

Date of

Maturity

Year Month

(c)

Par

Value

(d)

Cost (1)

(e)

Current

Value

Federated Total Return Sers Inc Bond Fund

Registered investment company

141,474

Fedt Equity Funds Cap Appreciation Fund

Registered investment company

66,763

Fidelity Advisor Ser II Fltg Rate High Inc Fund

Registered investment company

261,408

Fidelity Advisor Ser VIII Emerging Asia Fund

Registered investment company

57,978

Fidelity Cap & Income Fund

Registered investment company

59,119

Fidelity China Region Fund

Registered investment company

26,116

Fidelity Commonwealth Tr Small Cap Fund

Registered investment company

27,345

Fidelity Concord Str Tr Spartan Intl Index Fund

Registered investment company

4,600

Fidelity Concord Str Tr Spartan Short term Treas Bd Index

Registered investment company

253,742

Fidelity Finl Tr Conv Sec Fund

Registered investment company

3,420

Fidelity Diversified Intl Fund

Registered investment company

9,010

Fidelity Invt Tr Canada Fund

Registered investment company

47,049

Fidelity Contra Fund

Registered investment company

101,746

Fidelity Equity Income Real Estate Invt Portfolio

Registered investment company

26,664

Fidelity Fixed Income Tr Spartan Hi Inc Fund

Registered investment company

41,329

Fidelity DVD Growth Fund

Registered investment company

34,871

Fidelity Hastings Str Tr Growth Fund

Registered investment company

35,098

Fidelity Invt Tr New Markets Income Fund

Registered investment company

56,303

Fidelity Invt Tr Worldwide Fund

Registered investment company

20,801

Fidelity Low priced stock Fund

Registered investment company

40,152

Fidelity New Latin America Fund

Registered investment company

60,865

Fidelity OTC Portfolio Open End Fund

Registered investment company

27,490

Fidelity Secs Fund Leveraged Co Stock Fund

Registered investment company

3,881

Fidelity Select Portfolios Defense & Aerospace

Registered investment company

21,385

Fidelity Small Cap Stock Fund

Registered investment company

29,250

Fidelity Value Fund

Registered investment company