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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
Mail Stop 5546
June 14, 2006
Via Facsimile (503) 671-6300 and US Mail
Mark G. Parker
Chief Executive Officer
Nike, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
Re: Nike, Inc.
Form 10-K for the Fiscal Year Ended May 31, 2005
Filed July 29, 2005
File No. 1-10635
Dear Mr. Parker:
We have limited our review of the above filing to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we will make no further review of
the filing. Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues. At this juncture, unless otherwise directed, we are
asking
you to provide us with supplemental information so that we may
better
understand your disclosure. Please be as detailed as necessary in
your response. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. It appears from public media sources that you may have
operations
in, or sales into, Cuba and Iran, countries identified as state
sponsors of terrorism by the U.S. State Department and subject to
sanctions administered by the U.S. Commerce Department`s Bureau of
Industry and Security and the U.S. Treasury Department`s Office of
Foreign Assets Control. We note that the Form 10-K does not
contain
any information relating to operations in, or ties to, Cuba or
Iran.
Please describe your operations in, and ties to, these countries,
if
any, and discuss their materiality to you in light of their status
as
state sponsors of terrorism. Please also discuss whether the
operations, either individually or in the aggregate, constitute a
material investment risk to your security holders. Your response
should describe your current, past and anticipated operations in,
and
contacts with, Cuba and Iran, including through subsidiaries,
affiliates, agent offices, joint ventures and other direct and
indirect arrangements.
2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of
revenues, assets and liabilities associated with Cuba and Iran.
Please address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value. In this regard, we note
that
Arizona and Louisiana have adopted legislation requiring their
state
retirement systems to prepare reports regarding state pension fund
assets invested in, and/or permitting divestment of state pension
fund assets from, companies that do business with countries
identified as state sponsors of terrorism. The Pennsylvania
legislature has adopted a resolution directing its Legislative
Budget
and Finance Committee to report annually to the General Assembly
regarding state funds invested in companies that have ties to
terrorist-sponsoring countries. Florida requires issuers to
disclose
in their prospectuses any business contacts with Cuba or persons
located in Cuba. Your materiality analysis should address the
potential impact of the investor sentiment evidenced by these
actions
directed toward companies operating in Cuba and Iran. Please also
address the impact of your regulatory compliance programs that
cover
operations and contacts associated with Cuba and Iran, and any
internal risk assessment undertaken in connection with business in
those countries.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please
understand
that we may have additional comments after reviewing your
responses
to our comments. Please file your response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review. You may also contact
me
at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Pam Long
Assistant Director
Division of Corporation Finance
Mark G. Parker
Nike, Inc.
June 14, 2006
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