Good afternoon everyone and welcome to Nike's fiscal 2013 third quarter conference call. For those who need to reference today's press release, you will find it at https://investors.nikeinc.com. Leading today's call is Kelley Hall, Vice President, Treasury and Investor Relations. Before I turn the call over to Ms. Hall, please let me remind you that participants on this call will make forward-looking statements based on current expectations and those statements are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed in the reports filed with the SEC including forms 8-K, 10-K and 10-Q. Some forward-looking statements concern future orders that are not necessarily indicative of changes in total revenues for subsequent periods due to the mix of futures and at once orders, exchange rate fluctuations, order cancellations, discounts and returns, which may vary significantly from quarter to quarter. In addition, it is important to remember a significant portion of Nike, Inc.'s continuing operations including equipment, Nike Golf, Converse and Hurley are not included in these futures numbers. Finally, participants may discuss non-GAAP financial measures, including references to wholesale equivalent sales. References to total wholesale equivalent sales are only intended to provide context as to the overall current market footprint of the brands owned by Nike Inc. and should not be relied upon as a financial measure of actual results. Participants may also make reference to other nonpublic financial and statistical information and non-GAAP financial measures. Discussion of nonpublic financial and statistical information and presentations of comparable GAAP measures and quantitative reconciliations can be found at Nikes website https://investors.nikeinc.com. Now I would turn the call over to Kelley Hall, Vice President, Treasury and Investor Relations.

Thank you, operator. Hello everyone and thank you for joining us today to discuss Nike's fiscal 2013 third quarter results. As the operator indicated, participants on today's call may discuss non-GAAP financial matters. You will find the appropriate reconciliations in our press release which was issued about an hour ago and at our website, investors.nikeinc.com. Joining us on today's call will be Nike, Inc. President and CEO, Mark Parker, followed by Charlie Denson, President of the Nike brand and finally you will hear from our Chief Financial Officer, Don Blair, who will give you an in-depth review of our financial results. Following their prepared remarks we will take your questions. We would like to allow as many of you to ask questions as possible in our allotted time. So we would appreciate you limiting your initial questions to two. In the event you have additional questions that are not covered by others please feel free to requeue and we will do our best to come back to you. Thanks for your cooperation on this. I will now turn the call over to Nike, Inc. President and CEO, Mark Parker.

Thanks, Kelley and hello everybody. I feel good about Q3, another very strong quarter for Nike. Our results show the power of our strategy to manage the pace and the quality of growth. Nike, Inc. third quarter revenues were 9% on a reported basis and up 10% on a currency neutral basis. That growth was well balanced across most of our brands, key categories and geographies. Gross margin grew 30 basis points versus prior year, better than projected. Diluted earnings per share outpaced revenue growth, up 20% to $0.73. Those are outstanding results that illustrate the value of having deep and genuine connections to athletes. We learn from them and they inspire us and the results show that consumers continue to see the value of products that deliver innovation in iconic style, which is really at the heart of what we do at Nike. This focusing delivering consumer-wide product and services has helped us continued to drive growth even in uncertain economic times. We have a very powerful portfolio of businesses and resources, and we manage every piece of our business individually and as a collective. We know that our areas of the business will grow at the same pace or at the same time. What we are able to do is, leverage the strongest parts of the business to fund investments in long-term growth across the portfolio. We also focused on managing the levers of the profit equation balancing revenue growth, gross margin expansion and cost. Our goal is to deliver consistent profitable growth at the NIKE, Inc. level, even though there will be variability in the individual components. That is the nature of a globally diverse business. My leadership team and I remain laser focused on managing the portfolio to capture the opportunities it creates. This was on…

Thanks, Mark and good afternoon, everyone. Well, my focus today is on one of the biggest strengths of the Nike Brand, specifically the Category Offense and how it drives growth across products in our key markets. You saw that reflected in our financial results for the quarter. On a constant currency basis, Nike Brand global revenue was up 10%. We saw growth across most key categories and geographies. Nike Brand DTC revenue increased 23%, driven by 12% comp store growth and a strong increase of online sales of 33%. Footwear grew at 9% rate and apparel grew at 8%. Global Futures were up 7%. There is a common story inside these results and across every category in the Nike Brand. First, there are huge opportunities for NIKE to grow. And second, we get after that growth in three very specific ways. Innovative products, strong consumer connections and premium distribution. These are the three pillars to our growth strategy and we leverage them in every NIKE Brand category and market throughout our diverse portfolio of businesses. I highlight this on every call, because it's critical to our success. One of the most exciting parts of our business right now is running. In Q3, running revenue grew double digits for the 13th quarter in a row and the futures were up double digits in nearly every geography. We're on a roll, but the question people ask is can we keep it up. We think the simple answer is, yes, and here is why I'm confident about that. Two main reasons, running participation continues to grow around the world and we continue to develop and introduce new and compelling products. Let's start with NIKE Free and Lunar, unique technology platforms that resonate with runners around the world. Then, there's Nike Flyknit. We're just…

Thanks, Charlie. I would like to start by outlining three characteristics of Nike that we believe underpin our valuations. First, our track record of delivering consistent growth in revenue, earnings and cash returns to shareholders. Second, our long-term growth opportunities and our proven ability to realize them. And, third, the diversification, discipline and financial strength to effectively manage risk. Our third quarter results vividly illustrate each of these characteristics. In Q3, we delivered strong growth. Revenue grew 9%, up 10% on a currency-neutral basis, while earnings per share for the quarter grew 20%. Our return on invested capital expanded to 23%. And for the quarter, we returned over $400 million to shareholders in the form of share repurchases and dividends. At the same time, we continue to strengthen our long-term growth prospects by deepening our connections with consumers, along each of the dimensions of our business, brands, categories, geographies, and product types, enabling us to grow even in highly penetrated segments. As both Mark and Charlie described, we delivered an unprecedented level of innovation to the market in Q3 and consumers are responding. Finally, Q3 demonstrated our capacity to manage risk. As Mark indicated, our goal is delivering sustainable profitable growth. That requires continuous adjustment to changes in the global economy and the business environment. We do this by leveraging the strongest parts of our portfolio to fund investments in others. We do it by managing all of our financial levers to deliver near-term profitability and invest for the future, and we do it by maintaining financial discipline and a strong balance sheet to provide flexibility in a volatile environment. With that introduction, I'll recap Q3 results for our continuing operations. Third quarter revenue for NIKE, Inc. and the Nike Brand grew 10% on a currency-neutral basis, while our other…

Operator, can you please queue the first question.

(Operator Instructions) And your first question comes from Bob Drbul with Barclays Capital. Your line is now open.

Hi. I guess the two questions that I have. The first one, can you elaborate a little bit more, just sort of how out of whack do you feel like the China market is with the supply/demand and sort of how much more work you really have on the inventory side? A the second one is just quickly is on Western Europe like the footwear business was still very, very strong this quarter. Just elaborate a little bit more on the running, what's driving those businesses right now? Thank you.

Hi, Bob. This is Charlie. I'll take the China one first. I don't know if I categorize it as out of whack, but I think what we see in China is just that it's still a very robust marketplace. We still believe in it long-term and it's a matter of cleaning up some of the inventory that we have in there and then moderating the flow that's going in, so that we are pulling it out and pushing them at the right pace to get us back to that pull market. I will just go back to the three things that we are really focused on and that's continuously building a great brand that we can obviously use as a launching pad for the future. It's going to be grounded in performance and we are going to have a premium position in the marketplace. The second would be just the product, some of the product issues that we've talked about, primarily in apparel with some of the fed issues. We feel like we're starting to get some of that addressed and some of the new product is finding its way into the market and performing well. And then finally, just around the distribution piece and making sure that we've got a great consumer experience there that we have part of that consumer experience is obviously finding what you are looking for in the right size, in the right color. So a lot of that has to do with product flow and a little bit narrower presentation in each of the different retail spaces. I think where we have started to transform some of those spaces, as we referred to earlier, some of the results are significantly better than what we are seeing across the rest of the fleet. So we are still very optimistic on the long-term. We feel like we have a good handle on where we are at and what we need to do and we are just going to get after it.

Second question was footwear in Western Europe?

Western Europe, yes.

Yes, and there again, it's a little bit of a tale of the north and the south. The challenges are in the south with Iberia and Italy, but we have a great performance story in running. We are even starting to see some interest in basketball in Western Europe. But it's really being driven by the running business. Then we had a very nice response to some of the new introductions of our sportswear footwear business as well. Those are the two things that are driving most of the Western European success right now.

Yes, I am going to just jump in and add Germany is performing quite well for us, footwear and just overall. The business there, the strength of the brand, the flow of the product, the reaction from the consumers has really been real strong. So, the U.K. and Germany are really leading the charge in Western Europe. Just a comment on footwear in general. We have always set a high bar, but we are doing a better job at leveraging our innovation across multiple categories. Charlie mentioned the new Max technology which has been incredible to sell through on that product and we are able to leverage that across multiple categories as we move forward. The Lunar, the Flyknit, the Free, some of the other platforms that we have been investing in, we are starting to see those really resonate across multiple categories. Then the balance between both performance in sportswear and footwear is actually quite impressive, what we call Complete Offense. I think you see that Complete Offense really taking shape in footwear between performance and sportswear.

Your next question comes from the Robby Ohmes with Bank of America Merrill Lynch. Your line is now open.

Two quick questions. The first is just could you give us a little more color on the futures orders? Maybe the balance of the futures in the window for the global number? Was it constant for the window ahead or weighted towards the front half? Then the revenue guidance for fiscal '14 implies pretty healthy futures orders continue. The comparisons are a little easier than what we just saw. Am I thinking about that the right way? The second question is, Don, can you give us a little color on the gross margin thoughts around that fiscal '14 guidance you gave us? Thanks.

Okay, well. With respect to the futures we announced today, they are more back-loaded and you would expect that because we are overlapping the pretty heavy sales numbers, big sales numbers we had in last year's fourth quarter behind the European Championships and the Olympics and the NFL launch. So the futures are back-loaded in the window. As far as FY '14 is concerned, Rob, as you know, we are going to give you most of the color commentary on that in June. So I don't want to get in too deep with that. But what I would say is, we feel very good about the overall momentum we have got. I mean, Charlie and Mark talked a lot about innovation and the way the consumers are responding. We have also seen pretty broad-based success with the Category Offense. So, that's really a reflection of where we see the momentum in the business.

Your next question comes from Kate McShane with Citi. Your line is now open.

Hi, thanks, good afternoon. Don, you had mentioned overall inventories for the company were healthy, but I was wondering if you could give us a little bit more detail around inventory levels in Europe, and is that still weighing on gross margins at all.

We have some pockets in Europe with some promotional, we call it promo product. It’s a product that we would do for athletes. There is a little bit more specialized apparel products, we may have some pockets. But generally, we feel if you look at this on a global basis, we are in good shape. We are always going to have some areas of excess around the company, but one of the great things about the factory store network that we built over time is that we have got the ability to liquidate a lot of these products at a profit. So we feel, overall we are in a pretty good shape. As I noted in my prepared remarks, the one place that we are really laser-focused right now is on China. And as Charlie said, we are confident that we are going to work our way through that.

Okay. That's great. And my second question is on the women's category. I wondered if you could talk at all about how women's footwear and apparel performed during the quarter and what your expectations are for this category as retailers start to concentrate a little bit more on this initiative?

Hi, Kate. This is Charlie. I don't have the footwear numbers right in front of me, but I think I can very easily and confidently tell you that the running category is leading the way. Our women's running business is incredibly strong and we feel very, very good about it and then I will echo that in some of our new apparel offerings. I think some of the new presentations that you've seen in women's training in some of the stores certainly has resonated with the consumer performing very well and we are starting to scale that on a much faster pace. And so I think, I would say the U.S. market is leading the charge here and we feel very confident that as I said earlier, we had some real running room here and some potential opportunity. I think as well you can look to Western Europe and expect some good things coming out of there as well, so hopefully that answers your question.

Your next question comes from Chris Svezia with Susquehanna Financial. Your line is now open.

Hi. Just going back to China for a second, the positive currency neutral futures versus your thought process about the revenue decline, just maybe talk a little bit about why the difference? Just specifically what's going on and are we going to continue to see futures increase, is this just a short-term situation this quarter? Just maybe explain a little more in depth in terms of what's going on the puts and takes there between revenues and futures?

Sure. The equation is extremely complex. There's a lot of different variables, but let me see if I can just simplify it a little bit here. We take orders for futures well in advance of when they go into the marketplace. But what we are always doing is, as Charlie talked about, is managing to a pool market, so we are really always very focused on making sure that the product is moving through the supply chain smoothly and that we don't let too much product back up and when we do start to see that situation we are going to restrict the supply that goes into the marketplace. So, the difference between what we expect to see going forward on revenues versus futures is that we are going to be putting less product in the marketplace than what was in the original futures order to make sure we manage the supply. If you're looking at what actually affected your Q3 results, we had those factors plus we were doing a little more discounting as well as making provision for bringing some product out of the market. So those, reserves that we would take for either discounts or returns to stock would actually affect the revenue number. The ultimate goal of all of this is to accelerate the productivity of the retail stores in the marketplace to accelerate the sell-through and make sure the Brand stays fresh.

And I would just add just one other point in the sense that the Mainland China futures number was flat. We've got a much more mature business in both Hong Kong and Taiwan and they are not unsubstantial. Those businesses are performing extremely well and so that's also affecting this number a little bit.

Okay. Thanks, Charlie, and my second question, I guess for Charlie, for you. I guess when you think about the basketball business, which has seen great momentum and everyone continues to talk about increasing over buy towards basketball, how you're managing allocation, the integrity of the Jordan Brand at scarcity, whether it's Air Force 1, whatever the case might be in that business to continue to drive it? Just maybe talk a little about that as more and more retailers talk about trying to get more and more basketball product into the marketplace?

Yes, it's one of the better problems I like to talk about, I guess, is the demand that we have and the building demand. The allocation process is something that we have used for a long time. We feel confident and comfortable on our ability to manage it. I think some of the challenges become logistically how much product gets to where and when. That's been a challenge at times over the last couple of years. But as demand grows, we will continue to increase production against that demand. We certainly want to keep some of the very high-end products on a very short lease, so to speak, with regards to availability, but it's a tool that we use. We use it well. It's something we will continue to use but we will increase volumes as demand increases and continue to grow the business.

I just want to jump in and remind you of the power of diversity that we have in basketball between the innovation that we talked about between the number of athletes we have to work with, as Charlie mentioned, the franchises we can work with in both Jordan, which are obvious the Air Force 1 and NIKE Basketball, the Dunk and others, Laser, other great franchises. Then of course, as Charlie mentioned the one-two punch between NIKE and Jordan brands. It's a great, great example of a full offense within a key category.

Your next question comes from Michael Binetti with UBS. Your line is now open.

Guys, good afternoon and congrats on a great quarter. I apologize if you have already talked about this, but in the futures window, could you comment on units versus ASP or mix for us, please.

Yes, in the prepared remarks the units are up four, the ASP is up three.

Okay, thanks. Can you help us think about over the next few quarters how we should think about China profitability or the margins there? Obviously that compressed quite a bit in this quarter. Maybe help us think a little bit more over the medium term about how you guys are thinking about that right now?

Well, in the near-term, as you manage through an inventory situation, you are going to see some pressure on the margins. The benefit of moving towards a higher productivity model at retail is, that's a more profitable model for everybody. So, the management of that marketplace, as we said, we are really focused on putting that in a sustainable profitable growth position. Charlie spoke to this, but the underpinnings of this are strong brand, driving a highly productive retail environment and we have done those things. We have a premium brand in China. We are bringing innovation to the market and we believe we can make the distribution system much more productive and that will let us keep our margins at a pretty robust level.

Okay, so even though we look at the margin compare gets a lot easier in the fourth quarter, maybe the message is, don't get carried away yet?

Well, as we said, we think it's going to take us a few quarters to work our way through this. I like Charlie's phrasing on this. We are very aggressive. We are going to move as quick as we can, but we are going to be patient where we need to be to get it right.

Okay, and if I could just ask one more. The inventories had about a three point impact from FX, but the futures only about one point. Can we imply that product costs are negative at this point for you?

Well, let me frame it a little differently, because there's a lot of changes in product mix but if you look at the actual product cost themselves, we are seeing labor cost inflation and we are seeing a bit of a tailwind now because raw material costs are easing. Those things are largely balancing out and we are also seeing ongoing increases in price. So that's why the margins are starting to head up. If you look at all of our geography businesses and all of our non-Nike branded businesses, the only business where we had margins down was China. All the rest were up. So we are starting to see some positive movement there. There is currency. There is many other factors but that's bottom-line what's really driving it. We are starting now to see that the pricing and the material leasing is offsetting the labor cost.

Your next question comes from Matt Boss with JPMorgan. Your line is now open.

Hi, good afternoon. So as we think about the expense side of the ledger into next year at the level of revenues that you guided to? Would there be any investment constrains to note to prevent potential leverage next year?

I'm sorry, would there be any investment constraints to note that would prevent leverage?

Basically if you hit your revenue guidance embedded within approaching the long-term model. Are there any investments to think about on the SG&A side to prevent leverage?

Yes. I think at this point, we gave you the top and the bottom line, and obviously that would imply some leverage at the EPS level. At this stage, I'd rather not got too deep on that, but what I would say is broadly speaking we continue to work towards expanding our margins and we believe that we are going to be investing in the kinds of innovation and growth drivers that you have seen us deliver in the third quarter. And, in fact, for the last few years. So, I don't want to actually get too deep into the P&L model until we get to June.

Okay. Great. Then, second, can you provide any performance versus expectations with the recent Flyknit expanded launch? And also, the trajectory of this platform over the next couple of years, any examples? How should we think about it? How big could this really be?

I'd tell you, the demand from a consumer standpoint is huge. It's been steady since we introduced Flyknit this past year, basically catching up to demand. We are working hard to build that capacity. But as I mentioned, we are leveraging Flyknit, not only through running, but across the other categories. It remains one of the more exciting pieces of innovation, I think, for NIKE, in terms of performance, in terms of the aesthetic, in terms of the sustainability story, but I think and over time as we scale this in terms of the profitability that this represents, it's really changing the game of one of the more expensive pieces of the manufacturing process. And as we scale this, and I have obviously had glimpses of what's going on within the R&D pipeline and incredibly compelling product. We'll just leave it at that. Very, very exciting, and there is no question in my mind that this technology will allow us to do things we have never ever been able to do before and I think they will continue to resonate at a very high level with consumers.

Your next question comes from Jim Duffy with Stifel. Your line is now open.

Thanks. Hello, everyone. So, I'm trying to understand the inventory management strategies in China. Orders are up. Is it simply that partners want the product, but you aren't shipping it to them to save them from themselves and develop an element of scarcity?

No. I think Jim that's a little oversimplified. Basically, you take an order six months in advance, you estimate what the market demand is going to look like and where the sell-through is going to go and you monitor along the way. That's one of the reasons we measure the sell-through information with our retailers and we put the product in the marketplace based upon the level of demand that we have and the productivity of the retail stores. So, this is a constant process of moving all the levers that you have to make sure that you keep the supply and demand in balance, so this is something we do working with our retailers in making sure we have the right amount of product in the marketplace.

Got you. I was afraid it wasn't that simple. The back half of the futures window in China, Don, would be reflective of the fall winter period, where compares seemed to ease. Are the orders for the back half of the China futures windows indeed stronger as well than the front half?

The only thing I can say about China going back to the prepared remarks, there was a timing effect in this particular report, because only the first month of futures is included in this window and it actually happened to be a pretty strong month higher than the overall season will be, so that's one of the reasons among others that we told you that those futures numbers are not necessarily what we would expect on revenues. So, I don't want to get into trying to reconcile individual geography, futures. It just gets too much granularity and detail, but the bottom line is, our guidance says we don't think the revenue is going to be reflective of that level of futures growth. We think it's going to be lower.

Operator, we will take one more question.

Your last question comes Christian Buss with Credit Suisse. Your line is now open.

Thank you very much. I was wondering if I could ask a little bit about the European business. You have been restructuring that business. It looks like you are on the early stages of a margin recovery there. Can you talk to us about your expectations for improvement there? Where do you think you can get to? Can you get back to the historical margin profile of that business, and what would get you there, if so?

Yes, well, I am going to talk about the business. I will let Don talk about the margin piece, specifically. But the overall business, as we have referred to a couple of different times, we feel good about things going on in the north. Mark called out the performances in Germany, the U.K. market is coming out of the Olympics healthier than we have seen in a while, the Nordics and areas like that. The severity of the economic situation in Iberia and Italy, which are substantial markets for us is significant. We are definitely feeling some of that. But overall, as you look at that marketplace and you look at the world of sport and the world of football, which we feel great about going into next year's World Cup, we feel from a brand position and a business position, we are in a really good shape. Some of the recovery is going to be bumpy. I think we talked about that in some of the prepared remarks based on some of the economic conditions that we are facing. But the consumer proposition, and I guess that's the part I want to make probably the biggest emphasis on, the brand is in very good shape. We feel very good about the opportunity in both the near and mid-term and certainly the long-term. I am optimistically and yet still with some regard to the macros, bullish on Western Europe.

Yes, and I think from a profit margin standpoint, I do believe we can improve profit margins over time and that's indeed what we aspire to do around the world. One thing to bear in mind with Western Europe is if you go back two or three years, which is where I think you are referencing you have to recall the Euro at $1.45 and today we are seeing Euro to $1.25. So I think there is an impact on the margin from the value of the Euro but an evolution of where we see the margin is going. Yes, we think that as that geography grows we can continue to improve profitability.

Alright, well thank you everyone. That ends our call for Q3 and we look forward to chatting with you again in Q4.

This concludes today's conference call. You may now disconnect.