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DEUTSCHE BANK TRUST COMPANY AMERICAS

Legal Title of Bank

Page 15a of 71

FDIC Certificate Number: 00623


NEW YORK		13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification no.)

60 WALL STREET NEW YORK, NEW YORK		10005
(Address of principal executive offices)		(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Lynne Malina

Legal Department

60 Wall Street, 37th Floor

New York, New York 10005

(212) 250 – 0677

(Name, address and telephone number of agent for service)

NIKE, INC

(Exact name of obligor as specified in its charter)

Oregon 93-0584541

93-0584541

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

One Bowerman Drive

Beaverton, Oregon 97005-6453

(503) 671-6453

Copies To:

Bradley A. Bugdanowitz

James P. Barri

Goodwin Procter LLP

Three Embarcadero Center, 24th Floor

San Francisco, California 94111

(415) 733-6000

Debt Securities

(Title of the Indenture securities)

Item 1.

General Information.

Furnish the following information as to the trustee.

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address

Federal Reserve Bank (2nd District)		New York, NY
Federal Deposit Insurance Corporation		Washington, D.C.
New York State Banking Department		Albany, NY

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

Item 3. -15.

Not Applicable

Item 16.

List of Exhibits.


Exhibit 1 -		Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 2 -		Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.


Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 7 -		The latest report of condition of Deutsche Bank Trust Company Americas dated as of December 31, 2012. Copy attached.

Exhibit 8 -		Not Applicable.

Exhibit 9 -		Not Applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 15^th day of April, 2013.


DEUTSCHE BANK TRUST COMPANY AMERICAS

By:	/s/ Carol Ng		.

	Name:	Carol Ng
	Title:	Vice President


DEUTSCHE BANK TRUST COMPANY AMERICAS		FFIEC 031
Legal Title of Bank		Page 15 of 71
NEW YORK		RC-1
City
NY	10005
State	Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Banks and Savings Associations for December 31, 2012

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet


	Dollar Amounts in Thousands			RCFD		Tril \| Bil \| Mil \| Thou
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)					0081		185,000	1.a
b. Interest-bearing balances (2)					0071		12,435,000	1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)					1754		0	2.a
b. Available-for-sale securities (from Schedule RC-B, column D)					1773		12,000	2.b
3. Federal funds sold and securities purchased under agreements to resell:					RCON
a. Federal funds sold in domestic offices					B987		156,000	3.a
					RCFD
b. Securities purchased under agreements to resell (3)					B989		15,000,000	3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale					5369		0	4.a
b. Loans and leases, net of unearned income		B528	19,791,000					4.b
c. LESS: Allowance for loan and lease losses		3123	59,000					4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)					B529		19,732,000	4.d
5. Trading assets (from Schedule RC-D)					3545		3,750,000	5
6. Premises and fixed assets (including capitalized leases)					2145		47,000	6
7. Other real estate owned (from Schedule RC-M)					2150		17,000	7
8. Investments in unconsolidated subsidiaries and associated companies					2130		0	8
9. Direct and indirect investments in real estate ventures					3656		0	9
10. Intangible assets:
a. Goodwill					3163		0	10.a
b. Other intangible assets (from Schedule RC-M)					0426		46,000	10.b
11. Other assets (from Schedule RC-F)					2160		5,017,000	11

12. Total assets (sum of items 1 through 11)					2170		56,397,000	12

(1)	Includes cash items in process of collection and unposted debits.

(2)	Includes time certificates of deposit not held for trading.

(3)	Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

Schedule RC—Continued


	Dollar Amounts in Thousands				Tril \| Bil \| Mil \| Thou
Liabilities
13. Deposits:				RCON
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)				2200		27,588,000	13.a
(1) Noninterest-bearing (1)		6631	20,391,000				13.a.1
(2) Interest-bearing		6636	7,197,000				13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs				RCFN
(from Schedule RC-E, part II)				2200		12,345,000	13.b
(1) Noninterest-bearing		6631	8,085,000				13.b.1
(2) Interest-bearing		6636	4,260,000				13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:				RCON
a. Federal funds purchased in domestic offices (2)				B993		4,821,000	14.a
				RCFD
b. Securities sold under agreements to repurchase (3)				B995		0	14.b
15. Trading liabilities (from Schedule RC-D)				3548		71,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)				3190		940,000	16
17. and 18. Not applicable
19. Subordinated notes and debentures (4)				3200		0	19
20. Other liabilities (from Schedule RC-G)				2930		1,728,000	20

21. Total liabilities (sum of items 13 through 20)				2948		47,493,000	21

22. Not applicable

(1)	Includes noninterest-bearing demand, time, and savings deposits.

(2)	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

(3)	Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)	Includes limited-life preferred stock and related surplus.

Equity Capital

Bank Equity Capital


	RCFD		Tril \| Bil \| Mil \| Thou
23. Perpetual preferred stock and related surplus		3838		0	23
24. Common stock		3230		2,127,000	24
25. Surplus (excludes all surplus related to preferred stock)		3839		594,000	25
26. a. Retained earnings		3632		5,899,000	26.a
b. Accumulated other comprehensive income (5)		B530		36,000	26.b
c. Other equity capital components (6)		A130		0	26.c
27. a. Total bank equity capital (sum of items 23 through 26.c)		3210		8,656,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries		3000		248,000	27.b
28. Total equity capital (sum of items 27.a and 27.b)		G105		8,904,000	28

29. Total liabilities and equity capital (sum of items 21 and 28)		3300		56,397,000	29

Memoranda

To be reported with the March Report of Condition.


	RCFD		Number
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2011		6724	N/A	M.1


1 =		Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank
2 =		Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)
3 =		Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm.


4 =		Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
5 =		Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)
6 =		Review of the bank’s financial statements by external auditors
7 =		Compilation of the bank’s financial statements by external auditors
8 =		Other audit procedures (excluding tax preparation work)
9 =		No external audit work

To be reported with the March Report of Condition.


	RCON		MM /DD
2. Bank’s fiscal year-end date		8678	N/A	M.2

(5)	Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other post retirement plan adjustments.

(6)	Includes treasury stock and unearned Employee Stock Ownership Plan shares.