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PART II
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) and
Rule 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of
the financial statements for external purposes in accordance with generally
accepted accounting principles in the United States of America. Internal
control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of assets of the Company;
(ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of our
management and directors; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of assets of the Company that could have a material effect on the financial
statements.
While “reasonable assurance” is a high level of assurance, it does not mean
absolute assurance. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect every misstatement and instance
of fraud. Controls are susceptible to manipulation, especially in instances of
fraud caused by the collusion of two or more people, including our senior
management. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, our management conducted an evaluation of the
effectiveness of our internal control over financial reporting based upon the
framework in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on the results of our evaluation, our management concluded
that our internal control over financial reporting was effective as of May 31,
2013.
PricewaterhouseCoopers LLP, an independent registered public accounting
firm, has audited (1) the consolidated financial statements and (2) the
effectiveness of our internal control over financial reporting as of May 31,
2013, as stated in their report herein.
Mark G. Parker Donald W. Blair
President and Chief Executive Officer Chief Financial Officer
NIKE, INC. 2013 Annual Report and Notice of Annual Meeting 87
FORM 10-K