NIKE (NKE) 10-K risk factor changes: FY2021 vs FY2020

The risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; international, national and local political, civil, economic and market conditions; the size and growth of the overall athletic [added: or leisure] footwear, apparel and equipment markets; intense competition among designers, marketers, distributors and sellers of athletic [added: or leisure] footwear, apparel and equipment for consumers and endorsers; demographic changes; changes in consumer preferences; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for NIKE products and the various market factors described above; difficulties in implementing, operating and maintaining NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; new product development and introduction; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; general risks associated with doing business outside of the United States, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policy, including, without limitation, tariffs, import/export, [removed: trade] [added: trade, wage] and [added: hour or labor and] immigration regulations or policies; changes in government regulations; the impact of, including business and legal developments relating to, climate change and natural disasters; litigation, regulatory proceedings, sanctions or any other claims asserted against NIKE; the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel or our corporate culture, values or purpose; the effects of NIKE's decision to invest in or divest of businesses [added: or capabilities] and other factors referenced or incorporated by reference in this report and other reports.

Our financial condition and results of operations have [removed: been] [added: been,] and [removed: are expected to continue to be] [added: could in the future be,] adversely affected by the coronavirus pandemic.

A novel strain of coronavirus (COVID-19) was first identified in Wuhan, China in December 2019, and subsequently declared a [removed: pandemic by the World Health Organization.]

To date, this pandemic and preventative measures taken to contain or mitigate the pandemic have caused, and [removed: are expected to continue to] [added: may in the future] cause, business slowdown or shutdown in affected areas and significant disruption in the [added: financial markets, both globally and in the United States.]

These events have led to and could [removed: continue to] [added: again] lead to a decline in discretionary spending by consumers, and in turn materially impact, our business, sales, financial condition and results of operations.

We [removed: have experienced a negative impact on our sales, operations and financial results, and we] cannot predict [removed: the degree to, or the time period over, which] [added: whether, and to what degree,] our sales, operations and financial results [removed: will continue to] [added: could in the future] be affected by the pandemic and preventative measures.

[removed: | • |] [added: -] Deterioration in economic conditions in the United States and globally; [removed: |]

[removed: | • |] [added: -] Reduced consumer demand for our products [removed: as] [added: if] consumers seek to reduce or delay discretionary spending in response to the impacts of COVID-19, including as a result of a rise in unemployment rates and diminished consumer confidence; [removed: |]

[removed: | • |] [added: -] Cancellation or postponement of sports seasons and sporting events in multiple countries, including in the United States, and bans on large public gatherings, which have reduced consumer spending on our products and could impact the effectiveness of our arrangements with key endorsers; [removed: |]

[removed: | • |] [added: -] Decreased retail traffic as a result of store closures, reduced operating hours, social distancing restrictions and/or changes in consumer behavior; [removed: |]

[removed: | • |] [added: -] The risk that any safety protocols in NIKE-owned or affiliated [removed: facilities] [added: facilities, including our offices,] will not be effective or not be perceived as effective, or that any virus-related illnesses will be linked or alleged to be linked to such facilities, whether accurate or not; [removed: |]

[removed: | • |] [added: -] Incremental costs resulting from the adoption of preventative [removed: measures,] [added: measures and compliance with regulatory requirements,] including providing facial coverings and hand sanitizer, rearranging operations to follow social distancing protocols, conducting temperature [removed: checks] [added: checks, COVID-19 testing] and undertaking regular and thorough disinfecting of surfaces; [removed: |]

[removed: | • |] [added: -] Disruption to our distribution centers and our third-party manufacturing partners and other vendors, including through the effects of facility closures, reductions in operating hours, labor shortages, and real time changes in operating procedures, including for additional cleaning and disinfection procedures; [removed: |]

[removed: | • |] [added: -] Bankruptcies or other financial difficulties facing our wholesale customers, which could cause them to be unable to make or delay making payments to us, or result in cancellation or reduction of their orders; [removed: |]

[removed: | • |] [added: -] Operational risk, including but not limited to cybersecurity risks, as a result of [removed: extended] [added: continued] workforce remote work arrangements, and restrictions on employee travel; [removed: |]

[removed: | • | Impacts to our distribution and logistics providers' ability to operate or increases in their operating costs.] These supply chain effects [removed: may] have [added: had] an adverse effect on our ability to meet consumer demand, including digital demand, and [added: have in the past resulted in and] could [added: in the future] result in an increase in our costs of production and distribution, including increased freight and logistics costs and other expenses; and [removed: |]

[removed: | • |] [added: -] Significant disruption of and volatility in global financial markets, which could have a negative impact on our ability to access capital in the future. [removed: |]

In particular, we believe the ultimate impacts on our business, results of operations, cash flows and financial condition will depend on, among other things, the further spread and duration of COVID-19, the requirements to take action to help limit the spread of the illness, the availability, [added: widespread distribution and acceptance, as well as the] safety and efficacy of [removed: a vaccine and treatments] [added: vaccines] for COVID-19 and the economic impacts of the pandemic.

Even in those regions where we [removed: are beginning to experience] [added: have experienced] business [removed: recovery] [added: recovery,] should those regions fail to fully contain COVID-19 or suffer a COVID-19 relapse, those markets may not recover as quickly or at all, which could have a material adverse effect on our business and results of operations.

If global economic and financial market conditions [removed: further deteriorate or do not improve,] [added: deteriorate,] the following factors could have a material adverse effect on our business, operating results and financial condition:

[removed: | • | Our sales are impacted by discretionary spending by consumers.] Declines in consumer spending [added: have in the past and in the future] may result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order cancellations, lower revenues, higher discounts and lower gross margins. [removed: |]

[removed: | • |] [added: -] In the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find it desirable to do so. [removed: |]

[removed: | • | We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S. Dollar.] Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies could have a significant impact on our reported operating results and financial condition. [removed: |]

[removed: | • |] [added: -] Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain (such as cotton or petroleum derivatives) could have a material adverse effect on our costs, gross margins and profitability. [removed: |]

[removed: | • |] [added: -] If retailers of our products experience declining revenues or experience difficulty obtaining financing in the capital and credit markets to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts and increased bad debt expense. [removed: |]

[removed: | • |] [added: -] If retailers of our products experience severe financial difficulty, some may become insolvent and cease business operations, which could negatively impact the sale of our products to consumers. [removed: |]

NIKE is a consumer products company and the relative popularity of various sports and fitness activities and changing design trends affect the demand for our [removed: products.][added: products, services and experiences.]

[removed: This,] [added: These,] in addition to ongoing rapid changes in technology, a reduction in barriers to the creation of new footwear and apparel companies and consumer preferences in the markets for athletic and leisure [removed: footwear and] [added: footwear,] apparel, [removed: athletic] [added: and] equipment, services and experiences, constitute significant risk factors in our operations.

However, the mix of product sales may vary considerably from time to time [added: or in the future] as a result of [added: strategic shifts in our business,] changes in [removed: seasonal or] COVID-19 related cancellations or postponements and [added: seasonal or] geographic demand for particular types of footwear, apparel and equipment and in connection with the [removed: timing] [added: timing, cancellation or postponement] of significant sporting events, such as the NBA Finals, Olympics or the World Cup, among others.

Technical innovation and quality control in the design and manufacturing [removed: process] [added: processes] of footwear, apparel and [removed: athletic] equipment is essential to the commercial success of our products.

While we strive to produce products that help to enhance athletic [removed: performance,] [added: performance and] reduce injury and maximize comfort, if we fail to introduce technical innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial expense to remedy the problems and loss of consumer confidence.

In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers, associated with our products [added: or brand] that harm the reputations of those athletes, teams or leagues, or endorsers, could also seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition.

In addition, poor performance by our endorsers, a failure to continue to correctly identify promising athletes, public figures or sports organizations, to use and endorse our products [added: and brand] or a failure to enter into cost-effective endorsement arrangements with prominent athletes, public figures and sports organizations could adversely affect our brand, sales and profitability.

[removed: Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses] could be affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into U.S. Dollars for consolidated financial reporting, as weakening of foreign currencies relative to the U.S. Dollar adversely affects the U.S. Dollar value of the Company's foreign currency-denominated sales and earnings.

Inventory shortages [removed: might] [added: could] delay shipments to customers, negatively impact retailer, distributor and consumer relationships and diminish brand loyalty.

Due to the high fixed-cost structure associated with our NIKE Direct retail stores, a decline in sales, a shift in consumer behavior away from brick-and-mortar retail, or the closure, temporary or [added: otherwise, or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costs.]

[removed: We may not be successful] in developing platforms that operate effectively with these technologies, systems, networks or standards.

Increasingly, consumers are using mobile-based devices and applications to shop online with us and with our competitors, and to do comparison shopping, as well as to engage with us and our competitors through digital [added: services and] experiences that are offered on mobile platforms.

Any failure on our part to provide attractive, effective, reliable, [added: secure,] user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of our digital commerce business globally and [removed: could] have a material adverse impact on our business and results of operations.

We are heavily dependent on [removed: information technology systems and networks, including the Internet and third-party services (“Information] [added: Information] Technology [removed: Systems”),] [added: Systems,] across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation, sales and distribution, as well as for processing financial information for external and internal reporting purposes, retail operations and other business activities.

Economic and Industry Risks

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pandemic by the World Health Organization.

- Impacts to our distribution and logistics providers' ability to operate or increases in their operating costs.

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- Our sales are impacted by discretionary spending by consumers.

- We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S. Dollar.

In addition, we compete with respect to the digital services and experiences we are able to offer our consumers, including fitness and activity apps; sport, fitness and wellness content and services; and digital services and features in retail stores that enhance the consumer experience.

Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses

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The ongoing financial uncertainty surrounding COVID-19, particularly for retailers, could also have an effect on our sales, our ability to collect on receivables and our financial condition.

We believe the diversity of locations in which we operate, our operational size, disaster recovery and business continuity planning and our information technology systems and networks, including the Internet and third-party services (“Information Technology Systems”) position us well, but may not be sufficient for all or for concurrent eventualities.

For example, our World Headquarters are located in an active seismic zone, which is at a higher risk for earthquakes and the related consequences or effects.

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Business and Operational Risks

Further, our reputation and brand image could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.

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We may not be successful

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In addition, the increased use of employee-owned devices for communications as well as work-from-home arrangements, such as those implemented in response to the COVID-19 pandemic, present additional operational risks to our Information Technology Systems, including, but not limited to, increased risks of cyber-attacks.

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profits, as well as reputational damage.

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Changes to our current and future office environments or adoption of a new work model that expects employees to work on-site for a specified number of days with some flexibility to work remotely on other days, may not meet the needs or expectations of our employees or may not be perceived as favorable compared to other companies' policies, which could negatively impact our ability to attract, hire and retain our employees.

Risks Related to Operating a Global Business

These factors, among others, could affect our ability to manufacture products or procure

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Legal, Regulatory, and Compliance Risks

Furthermore, laws, regulations and policies and the interpretation of such, can conflict among jurisdictions and compliance in one jurisdiction may result in legal or reputational risks in another jurisdiction.

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applicable final determinations are made.

Risks Related to Our Securities, Investments and Liquidity

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difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial reporting obligations.

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2020 FORM 10-K 8

financial markets, both globally and in the United States.

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In addition, we compete with respect to the digital experiences we are able to offer our consumers.

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otherwise, or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and employee-related costs.

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eventualities, and may have an adverse effect on our reputation, results of operations and financial condition.

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*results of operations.”* The U.S. presidential administration has indicated a focus on policy reforms that discourage U.S. corporations from outsourcing manufacturing and production activities to foreign jurisdictions, including through tariffs or penalties on goods manufactured outside the United States, which may require us to change the way we conduct business and adversely affect our results of operations.

The administration has also targeted the specific practices of certain U.S. multinational corporations in public statements which, if directed at us, could harm our reputation or otherwise negatively impact our business.

In addition, Sojitz America performs import-export financing services and purchasing services for NIKE Brand products sold in certain countries and any failure of Sojitz America to provide these services or any failure of Sojitz America's banks could have an

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adverse effect on our ability to acquire products from our suppliers and to deliver products to our customers in the countries in which Sojitz provides services, which could in turn adversely affect our sales and profitability.

We earn a substantial portion of our income in foreign countries and are subject to the tax laws of those jurisdictions.

For example, effective January 1, 2020, the tax law in the Netherlands, one of the Company's major jurisdictions, changed.

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health and safety standards for the benefit of workers.

Failure to secure adequate new locations or successfully modify leases for existing

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This strategy will lead with NIKE Digital and our [removed: own] [added: owned] stores, as well as through select strategic partners who share our marketplace vision.

This approach [removed: allows] [added: is intended to allow] us to create product that better meets individual consumer needs, including more specialization of our category approach, while re-aligning and simplifying our offense to accelerate our largest growth opportunities.

In particular, [removed: we’ll be reinvesting] [added: we expect to reinvest] in our Women’s and Kids’ businesses and [removed: will] also simplify our operating model across the remainder of the [removed: company] [added: Company] to optimize effectiveness.

[removed: On] [added: As a result of our strategic acceleration, management announced on] July 22, 2020, [removed: management announced] a series of leadership and operating model changes to streamline and speed up [removed: strategic] [added: our] execution.

[removed: | • |] [added: -] High single-digit [added: to low double-digit] revenue growth; [removed: |]

| [removed: • | Slight] [added: Total] selling and administrative expense [removed: leverage;] | [added: | | 13,025 | | | 13,126 | | | \-1 | | % | 12,702 | | | 3 | | % |]

[removed: | • | Mid-teens] [added: - Mid to high teens diluted] earnings per share growth; [removed: and |]

We continue to monitor the rapidly evolving [removed: situation and] [added: situation, as well as] guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations.

[removed: However, we do expect they will] [added: There remains risk that COVID-19 could] have [removed: a] material adverse [removed: impact] [added: impacts] on our future revenue growth as well as our overall profitability and may [removed: continue to] lead to higher than normal inventory levels in various markets, [added: adverse impacts on the global supply chain,] revised payment terms with certain of our wholesale customers, higher sales-related reserves, factory cancellation costs and a volatile effective tax rate driven by changes in the mix of earnings across [removed: the Company's] [added: our] jurisdictions.

FISCAL [removed: 2020] [added: 2021] OVERVIEW

The NIKE Brand, which represents over 90% of NIKE, Inc. [removed: *Revenues*,] [added: Revenues,] experienced [removed: a 4% decline, down 2%] [added: growth of 19%, up 17%] on a currency-neutral basis, driven by [removed: declines] [added: increases] across [removed: nearly] all [removed: geographies, partially offset by 11% currency-neutral growth in Greater China.][added: geographies.]

NIKE Direct grew [removed: 8%] [added: 30%] on a currency-neutral [removed: basis] [added: basis,] driven by [removed: 49%] [added: 60%] growth in digital, with all geographies growing strong double digits, while wholesale revenues [removed: declined 7%.][added: grew 10%.]

[removed: *Income] [added: Income (loss)] before income [removed: taxes* decreased 40%] [added: taxes increased 131%] for fiscal [removed: 2020,] [added: 2021,] primarily due to [removed: lower revenues and] [added: higher revenues,] gross margin [removed: resulting from the impacts of COVID-19, as well as higher] [added: expansion and] selling and administrative [removed: expense.][added: expense leverage.]

[removed: For the first nine months of fiscal 2020, gross] [added: Gross] margin [removed: expanded 30] [added: increased 140] basis points [added: to 44.8% for fiscal 2021] compared to [removed: the first nine months of] [added: 43.4% for] fiscal [removed: 2019.][added: 2020 due to the following:]

[removed: For fiscal 2020,] NIKE, Inc. gross margin [removed: decreased 130] [added: increased 140] basis points [removed: as higher full-price average selling price (ASP), on a wholesale equivalent basis, was more than offset by higher product costs] [added: primarily] due to [removed: incremental tariffs in] [added: annualizing] the [removed: U.S., as well as] [added: impacts of COVID-19 including lower] factory cancellation charges, [removed: higher] [added: lower] inventory obsolescence reserves [removed: and] [added: as well as] the [removed: negative] [added: favorable] rate [removed: impacts] [added: impact] of [added: fixed] supply chain costs on a [removed: lower] [added: higher] volume of wholesale [removed: shipments in the fourth quarter of fiscal 2020.][added: shipments.]

Selling and administrative expense [removed: increased,] [added: decreased] due to [removed: higher operating overhead expense] [added: lower Demand creation expense,] partially offset by [removed: lower demand creation] [added: higher Operating overhead] expense.

Operating overhead expense [removed: increased due to higher wage-related expenses,] [added: decreased primarily] as a result of [removed: our continued investment in end-to-end digital capabilities, and higher] [added: lower] bad debt [removed: expense,] [added: and wage-related expenses,] partially offset by [removed: lower travel and related spend.][added: higher NIKE Direct variable costs.]

Demand creation expense decreased primarily due to lower [removed: retail] [added: marketing and advertising expenses for our] brand [removed: presentation costs] [added: events] and [added: retail operations, as well as lower] sports marketing expenses as sporting events were postponed [removed: or canceled and a majority of stores were closed globally during the fourth quarter of fiscal 2020.][added: due to COVID-19.]

These decreases were partially offset by higher digital [removed: brand] marketing [removed: costs.][added: investments.]

While foreign currency markets remain volatile, in part due to geopolitical dynamics [removed: leading] [added: which may lead] to a stronger U.S. Dollar, we continue to see opportunities to drive future growth and profitability.

We remain committed to effectively managing our business [added: and mitigating financial market risks] to achieve our financial goals over the long-term by executing against the operational strategies outlined above.

For discussion related to the results of operations and changes in financial condition for fiscal [removed: 2019] [added: 2020] compared to fiscal [removed: 2018] [added: 2019] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2019] [added: 2020] Form 10-K, which was filed with the United States Securities and Exchange Commission on July [removed: 23, 2019.][added: 24, 2020.]

Throughout this Annual Report on Form 10-K, we discuss non-GAAP financial measures, including references to wholesale equivalent revenues, currency-neutral revenues, [removed: as well as] Total NIKE Brand earnings before interest and taxes (EBIT) and Total NIKE, Inc. EBIT, [added: as well as EBIT Margin and ROIC,] which should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Additionally, currency-neutral revenues are calculated using actual exchange rates in use during the comparative prior year period to enhance the visibility of the underlying business [removed: trends] [added: trends,] excluding the impact of translation arising from foreign currency exchange rate fluctuations.

EBIT is calculated as [removed: *Net Income*] [added: Net Income] before [removed: *Interest] [added: Interest] expense (income), [removed: net*] [added: net] and [removed: *Income] [added: Income] tax [removed: expense*] [added: expense] in the Consolidated Statements of Income.

However, references to wholesale equivalent revenues, currency-neutral [removed: revenues] [added: revenues, ROIC] and EBIT should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP and may not be comparable to similarly titled non-GAAP measures used by other companies.

| *(Dollars in millions, except per share data)* | [added: | |] FISCAL [removed: 2020] [added: 2021] | | | FISCAL [removed: 2019] [added: 2020] | | | % CHANGE | | [added: |] FISCAL [removed: 2018] [added: 2019] | | | % CHANGE | | [added: |]

| [removed: Revenues(1)] [added: Revenues] | [added: | |] $ | [removed: 37,403] [added: 44,538] | | $ | [removed: 39,117] [added: 37,403] | | [removed: \-4] [added: 19] | [added: |] % | $ | [removed: 36,397] [added: 39,117] | | [removed: 7] [added: \-4] | [added: |] % |

| Cost of sales | [removed: 21,162] | | [added: 24,576] | [removed: 21,643] | | [added: 21,162] | [removed: \-2] | [added: | 16 | |] % | [removed: 20,441] [added: 21,643] | | | [removed: 6] [added: \-2] | [added: |] % |

| Gross profit | [removed: 16,241] | | [added: 19,962] | [removed: 17,474] | | [added: 16,241] | [removed: \-7] | [added: | 23 | |] % | [removed: 15,956] [added: 17,474] | | | [removed: 10] [added: \-7] | [added: |] % |

| *Gross [removed: margin(1)*] [added: margin*] | [removed: *43.4*] | | [added: *44.8* | |] *%* | [removed: *44.7*] [added: *43.4*] | | *%* | | | [removed: *43.8*] | [added: *44.7*] | [added: |] *%* | | | [added: |]

| Demand creation expense | [removed: 3,592] | | [added: 3,114] | [removed: 3,753] | | [added: 3,592] | [removed: \-4] | [added: | \-13 | |] % | [removed: 3,577] [added: 3,753] | | | [removed: 5] [added: \-4] | [added: |] % |

| Operating overhead expense | [removed: 9,534] | | [added: 9,911] | [removed: 8,949] | | [added: 9,534] | [removed: 7] | [added: | 4 | |] % | [removed: 7,934] [added: 8,949] | | | [removed: 13] [added: 7] | [added: |] % |

| Total selling and administrative expense | [removed: 13,126] | | [added: $] | [removed: 12,702] [added: 13,025] | | [added: $] | [removed: 3] [added: 13,126] | [added: | \-1 | |] % | [removed: 11,511] [added: $] | [added: 12,702] | | [removed: 10] [added: 3] | [added: |] % |

| *% of revenues* | [removed: *35.1*] | | [added: *29.2* | |] *%* | [removed: *32.5*] [added: *35.1*] | | *%* | | | [removed: *31.6*] | [added: *32.5*] | [added: |] *%* | | | [added: |]

| Interest expense (income), net | [removed: 89] | | [added: 262] | [removed: 49] | | [added: 89] | [added: | |] — | | [removed: 54] | [added: 49] | | [added: |] — | | [added: |]

| Other (income) expense, net | [removed: 139] | | [added: 14] | [removed: (78] | | [removed: )] [added: 139] | [added: | |] — | | [removed: 66] | [added: (78)] | | [added: |] — | | [added: |]

| Income before income taxes | [removed: 2,887] | | [added: 6,661] | [removed: 4,801] | | [added: 2,887] | [removed: \-40] | [added: | 131 | |] % | [removed: 4,325] [added: 4,801] | | | [removed: 11] [added: \-40] | [added: |] % |

| Income tax [removed: expense(2)] [added: expense] | [removed: 348] | | [added: 934] | [removed: 772] | | [added: 348] | [removed: \-55] | [added: | 168 | |] % | [removed: 2,392] [added: 772] | | | [removed: \-68] [added: \-55] | [added: |] % |

As such, our new financial goals through fiscal 2025 are outlined below:

- Gross margin rate in the high 40s by fiscal 2025;

- Earnings before interest and taxes as a percent of revenues ("EBIT Margin") in the high teens by fiscal 2025;

- Exceeding low 30% range rate of return on invested capital (ROIC); and

- Annual capital expenditures at roughly 3% of Revenues.

These changes resulted in a net reduction of our global workforce and during fiscal 2021, we incurred pre-tax charges of $294 million, which relate to employee termination costs and, to a lesser extent, stock-based compensation expense.

All related actions are now substantially complete, and we expect future annual wage-related savings will be reinvested to execute against this next phase of our strategy.

Throughout fiscal 2021, the COVID-19 pandemic impacted our business results and operations globally.

Our business and wholesale partners experienced temporary store closures and stores operating on reduced hours, as a result of mandatory lockdowns across our North America, EMEA and APLA geographies.

Additionally, disruption in the global supply chain due to container shortages, transportation delays and U.S. port congestion interrupted the flow of our inventory.

Despite the disruption caused by the pandemic, we achieved record Revenues for fiscal 2021, which increased 19% to $44.5 billion, compared to the prior fiscal year, with gross margin expansion of 140 basis points.

We ended the fiscal year with Inventories down 7% compared to May 31, 2020, and our liquidity position remains strong with $13.5 billion of Cash and equivalents and Short-term investments, an increase of $4.7 billion compared to May 31, 2020.

Our NIKE Direct business fueled our growth throughout the year as we navigated the pandemic, leveraging our digital platforms with our store footprint to connect directly with the consumer.

NIKE Brand digital revenues grew 60% on a currency-neutral basis, with strong double-digit growth across each of our geographies.

Despite temporary store closures throughout the year, due to COVID-19 safety-related measures, we experienced a 4% increase in comparable store sales, driven by growth in Greater China and North America, partially offset by declines in EMEA and APLA.

As of July 15, 2021, approximately 99% of our owned stores were open with some operating on reduced hours.

2021 FORM 10-K 28

In fiscal 2021, NIKE, Inc. achieved record Revenues which increased 19% to $44.5 billion.

Revenues for Converse increased 19% and 16%, on a reported and currency-neutral basis, respectively, led by strong double-digit growth in digital.

The increase in gross margin also reflects higher full-price product margins across wholesale and NIKE Direct.

Operating overhead expense increased primarily due to an increase in strategic technology investments, higher NIKE Direct variable costs and $255 million in restructuring-related costs, partially offset by lower bad debt expense and travel and related expenses.

ROIC as of May 31, 2021, was 48.8% compared to 21.5% as of May 31, 2020.

ROIC is considered a non-GAAP financial measure, see "Use of Non-GAAP Financial Measures" for further information.

During fiscal 2021, the transaction with Grupo SBF S.A. to purchase substantially all of our NIKE Brand operations in Brazil closed.

Additionally, during the third quarter of fiscal 2021, we mutually agreed with Grupo Axo to terminate the sale and purchase agreement for the transition of NIKE’s businesses in Argentina, Chile and Uruguay to a distributor partnership.

However, as we remain committed to selling the legal entities in all three countries and granting distribution rights to third-party distributors, the assets and liabilities of the entities have remained classified as held-for-sale on our Consolidated Balance Sheets as of May 31, 2021.

For more information related to our planned distributor partnership transition within APLA, see Note 20 — Acquisitions and Divestitures within the accompanying Notes to the Consolidated Financial Statements.

EBIT Margin

2021 FORM 10-K 29

is calculated as EBIT divided by total NIKE Inc. Revenues.

ROIC represents a performance measure that management believes is useful information in understanding the Company's ability to effectively manage invested capital, see the table below for how the Company calculates this measure.

Our ROIC calculation as of May 31, 2021 and 2020 is as follows:

| | | | FOR THE TRAILING FOUR QUARTERS ENDED | | | | | |

| Numerator | | | | | | | | |

| Net income | | | $ | 5,727 | | $ | 2,539 | |

| Add: Interest expense (income), net | | | 262 | | | 89 | | |

| Add: Income tax expense | | | 934 | | | 348 | | |

| Earnings before interest and taxes | | | 6,923 | | | 2,976 | | |

| Income tax adjustment(1) | | | (970) | | | (352) | | |

| Earnings before interest and after taxes | | | $ | 5,953 | | $ | 2,624 | |

These changes are expected to lead to a net loss of jobs, resulting in pre-tax, one-time employee termination costs of approximately $200 million to $250 million, which is expected to be incurred primarily during the first half of fiscal 2021, in the form of cash expenditures.

These amounts are subject to change until such time as all details are finalized.

This next phase of our Consumer Direct Offense is expected to drive sustainable growth and profitability as we accelerate NIKE to a digital-first company.

We are committed to the execution of this strategy, despite the short-term adverse impacts to our business from a novel strain of coronavirus (COVID-19).

As such, our long-term financial goals on average, per year, remain the same and are outlined below:

| | |

| --- | --- |

| • | Gross margin expansion of as much as 50 basis points; |

| • | Low-thirties percentage rate of return on invested capital. |

COVID-19 was first identified in Wuhan, China in December 2019, and subsequently declared a pandemic by the World Health Organization.

To date, COVID-19 has surfaced in nearly all regions around the world and resulted in travel restrictions and business slowdowns or shutdowns in affected areas.

As a result, COVID-19 has impacted our business globally, including through store closures, reduced operating hours and decreased retail traffic.

In particular, the outbreak and preventive measures taken to help curb the spread had material adverse impacts on our operations and business results in Greater China during the third quarter of fiscal 2020, following the temporary closure of, or reduced operating hours in, approximately 75% of NIKE-owned and partner stores within the region.

During the fourth quarter of fiscal 2020, our results of operations were further impacted as approximately 90% of our NIKE Brand stores across North America, EMEA and APLA, excluding Korea, were closed for approximately 8 weeks.

The majority of Converse direct to consumer stores were also closed for a significant portion of the fourth quarter.

Additionally, certain of our wholesale partners closed stores or reduced operating hours during the fourth quarter, resulting in lower than expected sales and a slowing of receipt of shipments of our products.

The combined effect of store closures and reduced wholesale shipments caused higher than normal inventory levels at May 31, 2020, as *Inventories* grew 31% compared to the prior year.

In order to manage future inventory growth and ensure a return to normalized levels we are modifying our buying plans and canceling certain pre-COVID-19 factory purchases, shifting product offer dates to meet near-term demand, as well as shifting available inventory into our digital channel and increasing digital fulfillment capacity specifically in

2020 FORM 10-K 27

North America and EMEA.

Additionally, we are investing in targeted promotions and markdowns to accelerate liquidation of excess inventory while continuing to protect the long-term health of our product franchises.

COVID-19 also impacted our distribution centers, our third-party manufacturing partners and other vendors, including through the effects of facility closures, reductions in operating hours, labor shortages and real time changes in operating procedures to accommodate social distancing guidelines and additional cleaning and disinfection procedures.

In response to the uncertainty of the pandemic described above, we enhanced our liquidity position during the fourth quarter through the issuance of $6 billion in senior unsecured notes, the temporary suspension of our share repurchase program and by entering into a new committed credit facility agreement, which provides for an additional $2 billion of borrowings.

Refer to Liquidity and Capital Resources for additional discussion*.*

Throughout the third and fourth quarter of fiscal 2020, our digital commerce remained open, supported by the employees in the distribution centers.

During the fourth quarter, NIKE Brand digital remained our fastest growing channel, growing 79% on a currency-neutral basis with each of our geographies growing over 50%.

Beginning in mid-May, stores within our NIKE Direct operations gradually began reopening.

As of July 17, 2020, over 90% of our NIKE Direct stores have reopened across the globe, with 100% open in Greater China, over 90% open in both EMEA and North America, and APLA open over 70%.

As of July 17, 2020, substantially all Converse direct to consumer stores have reopened to serve consumers.

As such, given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on our future financial condition, results of operations or cash flows.

On March 27, 2020, in response to COVID-19, the United States government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act").

The CARES Act is a relief package consisting of various stimulus measures, such as tax payment deferrals, various business incentives and makes certain technical corrections to the U.S. Tax Cuts and Jobs Act of 2017.

The enactment of such legislation, while favorable, did not have a material impact on our fiscal 2020 Consolidated Financial Statements.

Fiscal 2020 NIKE, Inc. *Revenues* declined 4% to $37.4 billion, as revenue growth of 7% for the first nine months of fiscal 2020 was more than offset by a 38% decline in the fourth quarter due to the impacts of COVID-19.

Revenues for Converse declined 3% and 1%, on a reported and currency-neutral basis, respectively, as revenue growth in Asia was more than offset by declines in North America, Europe and licensee markets.

However, this was more than offset by a decline of 820 basis points in the fourth quarter of fiscal 2020, primarily due the impacts of COVID-19.

Diluted earnings per common share reflects a 2% decline in the weighted average diluted common shares outstanding, driven by our share repurchase program.

As we continue to execute against the Consumer Direct Offense, we are focused on optimizing country operating models across our global portfolio and we remain committed to investing in our most significant growth opportunities.

During the third quarter of fiscal 2020, we announced our intention to sell our NIKE Brand businesses in Brazil, Argentina, Chile and Uruguay to strategic third-party distributors in an effort to more personally serve consumers in these respective marketplaces while driving

2020 FORM 10-K 28

The majority of derivatives outstanding as of May 31, [removed: 2020] [added: 2021,] are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, British Pound/Euro, [removed: Japanese Yen/U.S. Dollar and] Chinese Yuan/U.S. Dollar [added: and Japanese Yen/U.S. Dollar] currency pairs.

Our market-sensitive derivative and other financial instruments are foreign currency forward contracts, foreign currency option contracts, intercompany loans denominated in non-functional [removed: currencies,] [added: currencies and] fixed interest rate U.S. Dollar denominated [removed: debt and fixed interest rate Japanese Yen denominated] debt.

The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was [removed: $48] [added: $92] million and [removed: $34] [added: $48] million [removed: at] [added: as of] May 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

The VaR increased year-over-year as a result of an increase in foreign currency volatilities [removed: at] [added: as of] May 31, [removed: 2020.][added: 2021.]

The average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was [removed: $126] [added: $184] million and [removed: $83] [added: $126] million during fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019,] [added: 2020,] respectively.

The instruments not included in the VaR are intercompany loans denominated in non-functional [removed: currencies, fixed interest rate Japanese Yen denominated debt,] [added: currencies] and fixed interest rate U.S. Dollar denominated debt.

| | [added: | |] EXPECTED MATURITY DATE YEAR ENDING MAY 31, | | | | | | | | | | | | | | | | | | | | | | | |

| *(Dollars in millions)* | [removed: 2021] | | [removed: |] 2022 | | | 2023 | | | 2024 | | | 2025 | | | [added: 2026 | | |] THEREAFTER | | | TOTAL | | | FAIR VALUE | | |

| Long-term [removed: Japanese Yen] [added: U.S. Dollar] debt — Fixed rate | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

| Principal payments | [added: | |] $ | [removed: 3] [added: —] | | $ | [removed: —] [added: 500] | | $ | — | | $ | [removed: —] [added: 1,000] | | $ | — | | $ | [removed: —] [added: 8,000] | | $ | [removed: 3] [added: 9,500] | | $ | [removed: 3] [added: 10,275] | |

| Average interest rate | [removed: 2.4] | | [added: 0.0 | |] % | [removed: 0.0] [added: 2.3] | | % | 0.0 | | % | [removed: 0.0] [added: 2.4] | | % | 0.0 | | % | [removed: 0.0] [added: 3.1] | | % | [removed: 2.4] [added: 3.0] | | % | | | |

| Interest Rate Risk | | | | | | | | | | | | | | | | | | | | | | | | | [added: | |]

2021 FORM 10-K 51

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

2021 FORM 10-K 52

2020 FORM 10-K 50

| | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Foreign Exchange Risk | | | | | | | | | | | | | | | | | | | | | | | | |

| Japanese Yen Functional Currency | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. Dollar Functional Currency | | | | | | | | | | | | | | | | | | | | | | | | |

| Long-term U.S. Dollar debt — Fixed rate | | | | | | | | | | | | | | | | | | | | | | | | |

| Principal payments | $ | — | | $ | — | | $ | 500 | | $ | — | | $ | 1,000 | | $ | 8,000 | | $ | 9,500 | | $ | 10,642 | |

| Average interest rate | 0.0 | | % | 0.0 | | % | 2.3 | | % | 0.0 | | % | 2.4 | | % | 3.1 | | % | 3.0 | | % | | | |

The fixed interest rate Japanese Yen denominated debt instruments were issued by and are accounted for by one of our Japanese subsidiaries.

Accordingly, the monthly translation of these instruments, which varies due to changes in foreign exchange rates, is recognized in *Accumulated other comprehensive income (loss)* upon consolidation of this subsidiary.

2020 FORM 10-K 51

We also offer interactive consumer [added: services and] experiences through our digital platforms.

We also market products designed for kids, as well as for other athletic and recreational [removed: uses] [added: uses,] such as American football, baseball, cricket, golf, lacrosse, skateboarding, tennis, volleyball, walking, wrestling and other outdoor activities.

Sportswear, the Jordan Brand and Running are currently our top-selling footwear [removed: categories] [added: categories,] and we expect them to continue to lead in footwear sales.

Our sports apparel, similar to our athletic footwear products, is designed primarily for athletic [removed: use] [added: use, although many of the products are worn for casual or leisure purposes,] and [removed: also] demonstrates our commitment to innovation and high-quality construction.

Sportswear, [removed: Training] [added: Training, Football (Soccer)] and Running are currently our top-selling apparel [removed: categories] [added: categories,] and we expect them to continue to lead in apparel sales.

However, the mix of product sales may vary considerably as a result of changes in seasonal and geographic demand for particular types of footwear, apparel and equipment, as well as other macroeconomic, [added: strategic,] operating and logistics-related factors, as evidenced by the impact of the COVID-19 pandemic.

The Hurley brand results, prior to its divestiture in [removed: the beginning of the third quarter of] fiscal 2020, [removed: are] [added: were] included in North America.

For fiscal [removed: 2020,] [added: 2021,] NIKE Brand and Converse sales in the United States accounted for approximately 39% of total revenues, compared to [removed: 41%] [added: 39%] and [removed: 42%] [added: 41%] for fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2018,] [added: 2019,] respectively.

During fiscal [removed: 2020,] [added: 2021,] our three largest United States customers accounted for approximately 24% of sales in the United States.

| U.S. RETAIL STORES | [added: | |] NUMBER | | [added: |]

| NIKE Brand factory stores | [removed: 212] | | [added: 204 | | |]

| NIKE Brand in-line stores (including employee-only stores) | [removed: 28] | | [added: 30 | | |]

| Converse stores (including factory stores) | [removed: 98] | | [added: 91 | | |]

One distribution center for Converse is located in [removed: Ontario, California, which is leased.]

For fiscal [removed: 2020,] [added: 2021,] non-U.S. NIKE Brand and Converse sales accounted for approximately 61% of total revenues, compared to [removed: 59%] [added: 61%] and [removed: 58%] [added: 59%] for fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2018,] [added: 2019,] respectively.

We sell our products to retail [removed: accounts,] [added: accounts] through our own NIKE Direct operations and through a mix of independent distributors, licensees and sales representatives around the world.

We sell to thousands of retail accounts and ship products from [removed: 74] [added: 70] distribution centers outside of the United States.

During fiscal [removed: 2020,] [added: 2021,] NIKE's three largest customers outside of the United States accounted for approximately 15% of total non-U.S. sales.

In addition to [removed: NIKE] [added: NIKE-owned] and [removed: Converse owned] [added: Converse-owned] digital commerce platforms in over 45 countries, our NIKE Direct and Converse direct to consumer businesses operate the following number of retail stores outside the United States:

| NON-U.S. RETAIL STORES | [added: | |] NUMBER | | [added: |]

| NIKE Brand factory stores | [removed: 643] | | [added: 618 | | |]

| NIKE Brand in-line stores (including employee-only stores) | [removed: 52] | | [added: 46 | | |]

| Converse stores (including factory stores) | [removed: 63] | | [added: 59 | | |]

International branch offices and subsidiaries of NIKE are located in Argentina, Australia, Austria, Belgium, Bermuda, Brazil, Canada, Chile, China, Croatia, the Czech Republic, Denmark, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Korea, Macau, Malaysia, Mexico, the Netherlands, New Zealand, Norway, [removed: Panama,] the Philippines, Poland, Portugal, Russia, Singapore, [removed: Slovakia,] Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Arab Emirates, the United Kingdom, Uruguay and Vietnam.

No customer accounted for 10% or more of our consolidated net [removed: *Revenues*] [added: Revenues] during fiscal [removed: 2020.][added: 2021.]

In addition to our own staff of specialists in the areas of biomechanics, chemistry, exercise physiology, engineering, digital technologies, industrial design, sustainability and related fields, we also utilize research committees and advisory boards made up of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists, physicians and other experts who consult with us and review [added: certain] designs, [removed: materials,] [added: materials and] concepts for product and manufacturing process improvements and compliance with product safety regulations around the world.

The proliferation of NIKE Air, Zoom, Free, Flywire, Dri-Fit, Flyknit, Flyweave, FlyEase, ZoomX, [added: Air Max,] React and [removed: Adaptive] [added: Adapt] technologies, among others, [removed: throughout our Running, NIKE Basketball, Jordan Brand, Football (Soccer), Training and Sportswear categories, as well as Converse,] typifies our dedication to designing innovative products.

We are supplied by [removed: 122] [added: 191] footwear factories located in [removed: 12] [added: 14] countries.

The largest single footwear factory accounted for approximately 9% of total fiscal [removed: 2020] [added: 2021] NIKE Brand footwear production.

For fiscal [removed: 2020,] [added: 2021,] contract factories in Vietnam, Indonesia and China manufactured approximately [removed: 50%,] [added: 51%,] 24% and [removed: 22%] [added: 21%] of total NIKE Brand footwear, respectively.

For fiscal [removed: 2020,] [added: 2021,] four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately 61% of NIKE Brand footwear production.

We are supplied by [removed: 329] [added: 344] apparel factories located in [removed: 38] [added: 33] countries.

The largest single apparel factory accounted for approximately [removed: 11%] [added: 8%] of total fiscal [removed: 2020] [added: 2021] NIKE Brand apparel production.

Virtually all of our apparel is manufactured outside of the United States by independent contract [removed: manufacturers] [added: manufacturers,] which often operate multiple factories.

For fiscal [removed: 2020,] [added: 2021,] contract factories in Vietnam, China and Cambodia produced approximately [removed: 28%, 23%] [added: 30%, 19%] and 12% of total NIKE Brand apparel, respectively.

For fiscal [removed: 2020,] [added: 2021,] two apparel contract manufacturers [added: each] accounted for more than 10% of apparel production, and the top five contract manufacturers in the aggregate accounted for approximately [removed: 48%] [added: 51%] of NIKE Brand apparel production.

During fiscal [removed: 2020,] [added: 2021,] Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai Province, [removed: Vietnam] [added: Vietnam,] and St. Charles, Missouri, as well as independent contractors in China and [added: Vietnam, were our suppliers of materials and cushioning components used in footwear.]

The principal materials used in our apparel products are natural and synthetic [removed: fabrics] [added: fabrics, yarns] and threads (both virgin and recycled); specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and repel rain and/or snow; and plastic and metal hardware.

NIKE's independent [removed: contract manufacturers] [added: contractors] and suppliers have thus far experienced little difficulty in satisfying raw material requirements for the production of our products.

Our international operations and sources of supply are subject to the usual risks of doing business abroad, such as the implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping measures, quotas, safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world, political [removed: instability] [added: tensions, instability, conflicts, nationalism] and terrorism.

In June 2020, we announced that we will align our product creation and category organizations around a new consumer construct focused on Men’s, Women’s and Kids'.

This approach is intended to allow us to create product that better meets individual consumer needs, including more specialization of our category approach, while re-aligning and simplifying our business to accelerate our largest growth opportunities.

2021 FORM 10-K 1

We also offer interactive consumer services and experiences through our digital platforms, including fitness and activity apps; sport, fitness and wellness content; and digital services and features in retail stores that enhance the consumer experience.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| TOTAL | | | 325 | | |

2021 FORM 10-K 2

Ontario, California, which is leased.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| TOTAL | | | 723 | | |

2021 FORM 10-K 3

Changes in, and responses to, U.S. trade policies, including the imposition of tariffs or penalties on imported goods or retaliatory measures by other countries, could negatively affect U.S. corporations, including NIKE, with business operations and/or consumer markets in those countries, which could also make it necessary for us to change the way we conduct business, either of which may have an adverse effect on our business, financial condition or our results of operations.

We source a significant portion of our products from, and have important consumer

2021 FORM 10-K 4

Refer to Item 1A.

Risk Factors for additional information.

HUMAN CAPITAL RESOURCES

At NIKE, we consider the strength and effective management of our workforce to be essential to the ongoing success of our business.

We believe that it is important to attract, develop and retain a diverse and engaged workforce at all levels of our business and that such a workforce fosters creativity and accelerates innovation.

We are focused on building an increasingly diverse talent pipeline that reflects our consumers, athletes and the communities we serve.

2021 FORM 10-K 5

CULTURE

Each employee shapes NIKE’s culture through behaviors and practices.

This starts with our Maxims, which represent our core values and, along with our Code of Conduct, feature the fundamental behaviors that help anchor, inform and guide us and apply to all employees.

Our mission is to bring inspiration and innovation to every athlete in the world, which includes the belief that if you have a body, you are an athlete.

We aim to do this by creating groundbreaking sport innovations, making our products more sustainably, building a creative and diverse global team and making a positive impact in communities where we live and work.

We believe providing for growth and retention of our employees is essential in fostering such a culture and are dedicated to giving access to training programs and career development opportunities, including trainings on NIKE’s values, history and business, trainings on developing leadership skills at all levels, tools and resources for managers and qualified tuition reimbursement opportunities.

As part of our commitment to empowering our employees to help shape our culture, we source employee feedback through our Engagement Survey program.

The program provides every employee throughout the globe an opportunity to provide confidential feedback on key areas known to drive employee engagement, including their satisfaction with their managers, their work and the Company generally.

The program also measures our employees’ emotional commitment to NIKE as well as NIKE’s culture of diversity, equity and inclusion.

NIKE also provides multiple points of contact for employees to speak up if they experience something that does not align with our values or otherwise violates our workplace policies, even if they are uncertain what they observed or heard is a violation of company policy.

As part of our commitment to make a positive impact on our communities, we have maintained a goal of investing 1.5% of our prior fiscal year’s pre-tax income into global communities, with an emphasis on inspiring kids to be active through play and sport.

We increased that annual goal to 2% for fiscal 2022 forward.

Our community investments are an important part of our culture in that we also support employees in giving back to community organizations through donations and volunteering, which are matched by the NIKE Foundation where eligible.

EMPLOYEE BASE

We also utilize independent contractors and temporary personnel to supplement our workforce.

DIVERSITY, EQUITY AND INCLUSION (DE&I)

DE&I is a strategic priority for NIKE and we are committed to having an increasingly diverse team and culture.

2020 FORM 10-K 1

| | | |

| --- | --- | --- |

| TOTAL | 338 | |

2020 FORM 10-K 2

| TOTAL | 758 | |

2020 FORM 10-K 3

Vietnam, were our suppliers of materials and cushioning components used in footwear.

During fiscal 2020, Sojitz America provided financing and purchasing services for NIKE Brand products sold in certain NIKE markets including Argentina, Brazil, Canada, India, South Africa and Uruguay, excluding products produced and sold in the same country.

Approximately 4% of NIKE Brand sales occurred in those countries.

Any failure of Sojitz America to provide these services or any failure of Sojitz America's banks could disrupt our ability to acquire products from our suppliers and to deliver products to our customers in those markets.

Such a disruption could result in canceled orders that would adversely affect sales and profitability.

However, we believe that any such disruption would be short-term in duration due to the ready availability of alternative sources of financing at competitive rates.

2020 FORM 10-K 4

Changes in U.S. trade policies, including new and potential tariffs or penalties on imported goods, may negatively affect U.S. corporations with production activities outside the U.S., including NIKE.

There have also been discussions and commentary regarding retaliatory actions by countries affected by the new tariffs and other changes in U.S. trade policy, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods, which could negatively affect U.S. corporations with business operations and/or consumer markets in those countries.

Depending on the extent that certain new or proposed reforms are implemented by the U.S. government and the manner in which foreign governments respond to such reforms, it may become necessary for us to change the way we conduct business, which may adversely affect our results of operations.

2020 FORM 10-K 5

| | |

| --- | --- |

EMPLOYEES

2020 FORM 10-K 6

| | | | |

| --- | --- | --- | --- |

2020 FORM 10-K 7

[removed: FORM 10-K][added: FORM 10-K]

FOR THE FISCAL YEAR [removed: ENDED MAY] [added: ENDED May] 31, [removed: 2020][added: 2021]

Commission File [removed: No. 1-10635][added: No. 1-10635]

[removed: ][added: ]

| Oregon | | [added: | | | |] 93-0584541 | | [added: | | | |]

| *(State or other jurisdiction of incorporation)* | | [added: | | | |] *(IRS Employer Identification No.)* | | [added: | | | |]

One Bowerman [removed: Drive, Beaverton, Oregon 97005-6453][added: Drive, Beaverton, Oregon 97005-6453]

[removed: (503) 671-6453][added: (503) 671-6453]

| SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: | | | | [added: | | | | | | | |]

| Class B Common Stock | [added: | |] NKE | | [added: | | | |] New York Stock Exchange | [added: | |]

| *(Title of each class)* | [added: | |] *(Trading symbol)* | | [added: | | | |] *(Name of each exchange on which registered)* | [added: | |]

| SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: | | | | [added: | | | | | | | |]

| NONE | | | | [added: | | | | | | | |]

| Indicate by check mark: | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |] YES | [added: | |] NO | | [added: | | | | | | |]

| • | [added: | | | | |] if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | | | | | | | | [added: | | | | | | | | | | | | | | | |] þ | [added: | |] ¨ | | [added: | | | |]

| • | [added: | | | | |] if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | | | | | | | | [added: | | | | | | | | | | | | | | | |] ¨ | [added: | |] þ | | [added: | | | |]

| • | [added: | | | | |] whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | | | | | | | | [added: | | | | | | | | | | | | | | | |] þ | [added: | |] ¨ | | [added: | | | |]

| • | [added: | | | | |] whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | | | | | | | | [added: | | | | | | | | | | | | | | | |] þ | [added: | |] ¨ | | [added: | | | |]

| • | [added: | | | | |] whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| | [added: | | | | |] Large accelerated filer | [added: | |] þ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | | [added: | | | |] ☐ | [added: | |]

| • | [added: | | | | |] if an emerging growth company, if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | | | | | | [added: | | | | | | | | | | | | | | | |] ¨ | | | [added: | | | | | |]

| • | [added: | | | | |] whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | | | | | | | | [added: | | | | | | | | | | | | | | | |] þ | | | [added: | | | | | |]

| • | [added: | | | | |] whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | | | | | | | | [added: | | | | | | | | | | | | | | | |] ☐ | [added: | |] þ | | [added: | | | |]

| As of November 30, [removed: 2019,] [added: 2020,] the aggregate market values of the Registrant's Common Stock held by non-affiliates were: | | | | [added: | |]

| As of July [removed: 17, 2020,] [added: 9, 2021,] the number of shares of the Registrant's Common Stock outstanding were: | | | [added: | | |]

Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: September 17, 2020] [added: October 6, 2021,] are incorporated by reference into Part III of this Report.

| | | [added: | | | |] PAGE | [added: | |]

| [removed: [ITEM 1.](#sD89DC7C02F1F54B8A91DC95BF7A3AAE4)] [added: [ITEM 1.](#ibe46f16d2db0431aa4fa39b5b30b6f15_13)] | [removed: [Business](#sD89DC7C02F1F54B8A91DC95BF7A3AAE4)] | [removed: [1](#sD89DC7C02F1F54B8A91DC95BF7A3AAE4)] | [added: [Business](#ibe46f16d2db0431aa4fa39b5b30b6f15_13) | | | [1](#ibe46f16d2db0431aa4fa39b5b30b6f15_13) | | |]

| | [added: | |] [Sales and [removed: Marketing](#s469D33D05F93598DA072ED4ACE54C159)] [added: Marketing](#ibe46f16d2db0431aa4fa39b5b30b6f15_22)] | [removed: [2](#s469D33D05F93598DA072ED4ACE54C159)] | [added: | [2](#ibe46f16d2db0431aa4fa39b5b30b6f15_22) | | |]

| | [added: | |] [United States [removed: Market](#s7D3DF993CF685776B8147B6815E134D1)] [added: Market](#ibe46f16d2db0431aa4fa39b5b30b6f15_25)] | [removed: [2](#s7D3DF993CF685776B8147B6815E134D1)] | [added: | [2](#ibe46f16d2db0431aa4fa39b5b30b6f15_25) | | |]

| | [added: | |] [International [removed: Markets](#sE5B0829BF5AD544FBC8FB1A5D09CED05)] [added: Markets](#ibe46f16d2db0431aa4fa39b5b30b6f15_28)] | [removed: [2](#sE5B0829BF5AD544FBC8FB1A5D09CED05)] | [added: | [3](#ibe46f16d2db0431aa4fa39b5b30b6f15_28) | | |]

| | [added: | |] [Significant [removed: Customer](#s7F17298CECB85E068ADF957100436783)] [added: Customer](#ibe46f16d2db0431aa4fa39b5b30b6f15_31)] | [removed: [3](#s7F17298CECB85E068ADF957100436783)] | [added: | [3](#ibe46f16d2db0431aa4fa39b5b30b6f15_31) | | |]

| | [added: | |] [Product Research, Design and [removed: Development](#s88A76BAE21D45760B568BF80BFBEFEDA)] [added: Development](#ibe46f16d2db0431aa4fa39b5b30b6f15_34)] | [removed: [3](#s88A76BAE21D45760B568BF80BFBEFEDA)] | [added: | [3](#ibe46f16d2db0431aa4fa39b5b30b6f15_34) | | |]

| | [added: | |] [International Operations and [removed: Trade](#s79565740E63F5F1F8F4BD4D5DC3F4CCA)] [added: Trade](#ibe46f16d2db0431aa4fa39b5b30b6f15_40)] | [removed: [5](#s79565740E63F5F1F8F4BD4D5DC3F4CCA)] | [added: | [4](#ibe46f16d2db0431aa4fa39b5b30b6f15_40) | | |]

| | [added: | |] [Trademarks and [removed: Patents](#s44FE5646EDE756649F179DCDEE5362EA)] [added: Patents](#ibe46f16d2db0431aa4fa39b5b30b6f15_46)] | [removed: [6](#s44FE5646EDE756649F179DCDEE5362EA)] | [added: | [5](#ibe46f16d2db0431aa4fa39b5b30b6f15_46) | | |]

| | [added: | |] [Information about our Executive [removed: Officers](#sAA68A421C6DA5922B8546CCC20FAF99D)] [added: Officers](#ibe46f16d2db0431aa4fa39b5b30b6f15_52)] | [removed: [7](#sAA68A421C6DA5922B8546CCC20FAF99D)] | [added: | [9](#ibe46f16d2db0431aa4fa39b5b30b6f15_52) | | |]

| [removed: [ITEM 1A.](#sCADDFB5CBF7D50FC903BF8883560BAAD)] [added: [ITEM 1A.](#ibe46f16d2db0431aa4fa39b5b30b6f15_55)] | [added: | |] [Risk [removed: Factors](#sCADDFB5CBF7D50FC903BF8883560BAAD)] [added: Factors](#ibe46f16d2db0431aa4fa39b5b30b6f15_55)] | [removed: [8](#sCADDFB5CBF7D50FC903BF8883560BAAD)] | [added: | [10](#ibe46f16d2db0431aa4fa39b5b30b6f15_55) | | |]

| [removed: [ITEM 1B.](#s9358C579F4F85FBB8365C542D85E269F)] [added: [ITEM 1B.](#ibe46f16d2db0431aa4fa39b5b30b6f15_58)] | [added: | |] [Unresolved Staff [removed: Comments](#s9358C579F4F85FBB8365C542D85E269F)] [added: Comments](#ibe46f16d2db0431aa4fa39b5b30b6f15_58)] | [removed: [22](#s9358C579F4F85FBB8365C542D85E269F)] | [added: | [24](#ibe46f16d2db0431aa4fa39b5b30b6f15_58) | | |]

| [removed: [ITEM 2.](#s4107901391B55AD9A65E906D6956457B)] [added: [ITEM 2.](#ibe46f16d2db0431aa4fa39b5b30b6f15_61)] | [removed: [Properties](#s4107901391B55AD9A65E906D6956457B)] | [removed: [22](#s4107901391B55AD9A65E906D6956457B)] | [added: [Properties](#ibe46f16d2db0431aa4fa39b5b30b6f15_61) | | | [24](#ibe46f16d2db0431aa4fa39b5b30b6f15_61) | | |]

| [removed: [ITEM 3.](#sE8ABDB7E3A655A16B87B7678FD6611D7)] [added: [ITEM 3.](#ibe46f16d2db0431aa4fa39b5b30b6f15_64)] | [added: | |] [Legal [removed: Proceedings](#sE8ABDB7E3A655A16B87B7678FD6611D7)] [added: Proceedings](#ibe46f16d2db0431aa4fa39b5b30b6f15_64)] | [removed: [22](#sE8ABDB7E3A655A16B87B7678FD6611D7)] | [added: | [24](#ibe46f16d2db0431aa4fa39b5b30b6f15_64) | | |]

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Class A | | | $ | 9,632,565,644 | |

| Class B | | | 170,815,547,402 | | |

| | | | $ | 180,448,113,046 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Class A | | | 305,011,252 | | |

| Class B | | | 1,276,789,972 | | |

| | | | 1,581,801,224 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#ibe46f16d2db0431aa4fa39b5b30b6f15_10) | | | | | | [1](#ibe46f16d2db0431aa4fa39b5b30b6f15_10) | | |

| | | | [General](#ibe46f16d2db0431aa4fa39b5b30b6f15_16) | | | [1](#ibe46f16d2db0431aa4fa39b5b30b6f15_16) | | |

| | | | [Products](#ibe46f16d2db0431aa4fa39b5b30b6f15_19) | | | [1](#ibe46f16d2db0431aa4fa39b5b30b6f15_19) | | |

| | | | [Manufacturing](#ibe46f16d2db0431aa4fa39b5b30b6f15_37) | | | [3](#ibe46f16d2db0431aa4fa39b5b30b6f15_37) | | |

| | | | [Competition](#ibe46f16d2db0431aa4fa39b5b30b6f15_43) | | | [5](#ibe46f16d2db0431aa4fa39b5b30b6f15_43) | | |

| | | | [Human Capital Resources](#ibe46f16d2db0431aa4fa39b5b30b6f15_49) | | | [5](#ibe46f16d2db0431aa4fa39b5b30b6f15_49) | | |

| [PART II](#ibe46f16d2db0431aa4fa39b5b30b6f15_70) | | | | | | [25](#ibe46f16d2db0431aa4fa39b5b30b6f15_70) | | |

| [PART IV](#ibe46f16d2db0431aa4fa39b5b30b6f15_271) | | | | | | [96](#ibe46f16d2db0431aa4fa39b5b30b6f15_271) | | |

| | | | [Signatures](#ibe46f16d2db0431aa4fa39b5b30b6f15_286) | | | [102](#ibe46f16d2db0431aa4fa39b5b30b6f15_286) | | |

| | | | |

| --- | --- | --- | --- |

| Class A | $ | 7,387,322,889 | |

| Class B | 116,456,809,401 | | |

| | $ | 123,844,132,290 | |

| | | |

| --- | --- | --- |

| Class A | 315,017,252 | |

| Class B | 1,244,871,297 | |

| | 1,559,888,549 | |

| [PART I](#s0EA7C99B7051513184A5A6E541F1B0D5) | | [1](#s0EA7C99B7051513184A5A6E541F1B0D5) |

| | [General](#s1E3EEC22E94F597E8F174354201FD2E4) | [1](#s1E3EEC22E94F597E8F174354201FD2E4) |

| | [Products](#sA221AB8EF9785080A45D4571FAD1B286) | [1](#sA221AB8EF9785080A45D4571FAD1B286) |

| | [Manufacturing](#s469AC298CC1C5266910E53D73E7F3CB9) | [3](#s469AC298CC1C5266910E53D73E7F3CB9) |

| | [Competition](#s5B16F6849AFF501DA619A4D918F8E54D) | [5](#s5B16F6849AFF501DA619A4D918F8E54D) |

| | [Employees](#sDBFD25E4EC285269BECD3ED5B08A3892) | [6](#sDBFD25E4EC285269BECD3ED5B08A3892) |

| [PART II](#sC5307BBD9C1C5C05B902BE0BB31245B2) | | [23](#sC5307BBD9C1C5C05B902BE0BB31245B2) |

| [PART IV](#s2E9C227ACF645B3CBBA82E6F790EEECD) | | [97](#s2E9C227ACF645B3CBBA82E6F790EEECD) |

| | [Signatures](#s971A78976A215DF6BBA90D55BCA6E482) | [103](#s971A78976A215DF6BBA90D55BCA6E482) |

The NIKE World Campus, owned by NIKE and located near Beaverton, Oregon, USA, is an approximately 400-acre site consisting of over 40 buildings which, together with adjacent leased properties, functions as our world headquarters and is occupied by approximately [removed: 12,800] [added: 11,700] employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.

We lease [removed: 1,091] [added: approximately 1,043] retail stores worldwide, which primarily consist of factory stores.

Our leases expire at various dates through the [added: fiscal] year 2043.

2021 FORM 10-K 24

2020 FORM 10-K 22

At July [removed: 17, 2020,] [added: 9, 2021,] there were [removed: 23,114] [added: 22,745] holders of record of NIKE's Class B Common Stock and 14 holders of record of NIKE's Class A Common Stock.

Refer to [removed: Selected Quarterly Financial Data in Part II, Item 6] [added: our Consolidated Statements] of [removed: this Report] [added: Shareholders' Equity] for dividends declared on the Class A and Class B Common Stock.

As of May 31, [removed: 2020,] [added: 2021,] the Company had repurchased [removed: 45.2] [added: 50.0] million shares at an average price of [removed: $89.00] [added: $93.33] per share for a total approximate cost of [removed: $4.0 billion under this program.][added: $4.7 billion.]

All share repurchases were made under NIKE's publicly announced [removed: program] [added: program,] and there are no other programs under which the Company repurchases shares.

The following table presents a summary of share repurchases made during the quarter ended May 31, [removed: 2020:][added: 2021:]

| PERIOD | [added: | |] TOTAL NUMBER OF SHARES PURCHASED | | [added: |] AVERAGE PRICE PAID PER SHARE | | | APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (IN MILLIONS) | | |

The graph assumes an investment of $100 on May 31, [removed: 2015] [added: 2016,] in each of the indices and our Class B Common Stock.

[removed: |] COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG NIKE, INC.; S&P 500 INDEX; THE DOW JONES U.S. FOOTWEAR INDEX; AND S&P APPAREL, ACCESSORIES & LUXURY GOODS INDEX [removed: |]

[removed: |  |][added: ]

The Dow Jones U.S. Footwear Index consists of NIKE, Deckers Outdoor [removed: Corporation,] [added: Corporation and] Skechers U.S.A., [removed: Inc., Steven Madden, Ltd. and Wolverine World Wide,] Inc. Because NIKE is part of the Dow Jones U.S. Footwear Index, the price and returns of NIKE stock have a substantial effect on this index.

During the fourth quarter of fiscal 2020, to enhance our liquidity position in response to COVID-19, we elected to temporarily suspend share repurchases under our existing share repurchase program.

The existing program remained authorized by the Board of Directors and during the fourth quarter of fiscal 2021, we began repurchasing shares under the program.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| March 1 — March 31, 2021 | | | — | | | $ | — | | $ | 10,981 | |

| April 1 — April 30, 2021 | | | 1,658,744 | | | $ | 130.82 | | $ | 10,764 | |

| May 1 — May 31, 2021 | | | 3,208,713 | | | $ | 134.94 | | $ | 10,331 | |

| | | | 4,867,457 | | | $ | 133.54 | | | | |

2021 FORM 10-K 25

2021 FORM 10-K 26

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| March 1 — March 31, 2020 | 1,872,265 | | $ | 85.08 | | $ | 10,981 | |

| April 1 — April 30, 2020 | — | | $ | — | | $ | 10,981 | |

| May 1 — May 31, 2020 | — | | $ | — | | $ | 10,981 | |

| | 1,872,265 | | $ | 85.08 | | | | |

2020 FORM 10-K 23

| --- |

| |

2020 FORM 10-K 24

Not applicable.

2021 FORM 10-K 27

All share and per share amounts are reflective of the two-for-one stock split that began trading at the split-adjusted price on December 24, 2015.

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(In millions, except per share data and financial ratios)* | FINANCIAL HISTORY | | | | | | | | | | | | | | |

| 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | |

| Year Ended May 31, | | | | | | | | | | | | | | | |

| Revenues(1) | $ | 37,403 | | $ | 39,117 | | $ | 36,397 | | $ | 34,350 | | $ | 32,376 | |

| Gross profit | 16,241 | | | 17,474 | | | 15,956 | | | 15,312 | | | 14,971 | | |

| Gross margin(1) | 43.4 | | % | 44.7 | | % | 43.8 | | % | 44.6 | | % | 46.2 | | % |

| Net income(1)(2) | 2,539 | | | 4,029 | | | 1,933 | | | 4,240 | | | 3,760 | | |

| Earnings per common share:(2) | | | | | | | | | | | | | | | |

| Basic | 1.63 | | | 2.55 | | | 1.19 | | | 2.56 | | | 2.21 | | |

| Diluted | 1.60 | | | 2.49 | | | 1.17 | | | 2.51 | | | 2.16 | | |

| Weighted average common shares outstanding | 1,558.8 | | | 1,579.7 | | | 1,623.8 | | | 1,657.8 | | | 1,697.9 | | |

| Diluted weighted average common shares outstanding | 1,591.6 | | | 1,618.4 | | | 1,659.1 | | | 1,692.0 | | | 1,742.5 | | |

| Cash dividends declared per common share | 0.955 | | | 0.86 | | | 0.78 | | | 0.70 | | | 0.62 | | |

| Cash provided (used) by operations(1) | 2,485 | | | 5,903 | | | 4,955 | | | 3,846 | | | 3,399 | | |

| At May 31, | | | | | | | | | | | | | | | |

| Cash and equivalents(3) | $ | 8,348 | | $ | 4,466 | | $ | 4,249 | | $ | 3,808 | | $ | 3,138 | |

| Short-term investments | 439 | | | 197 | | | 996 | | | 2,371 | | | 2,319 | | |

| Inventories(1) | 7,367 | | | 5,622 | | | 5,261 | | | 5,055 | | | 4,838 | | |

| Working capital | 12,272 | | | 8,659 | | | 9,094 | | | 10,587 | | | 9,667 | | |

| Operating lease right-of-use assets, net(4) | 3,097 | | | — | | | — | | | — | | | — | | |

| Total assets(4)(5)(6) | 31,342 | | | 23,717 | | | 22,536 | | | 23,259 | | | 21,379 | | |

| Long-term debt(3) | 9,406 | | | 3,464 | | | 3,468 | | | 3,471 | | | 1,993 | | |

| Total operating lease liabilities(4) | 3,358 | | | — | | | — | | | — | | | — | | |

| Redeemable preferred stock | 0.3 | | | 0.3 | | | 0.3 | | | 0.3 | | | 0.3 | | |

| Shareholders' equity(6) | 8,055 | | | 9,040 | | | 9,812 | | | 12,407 | | | 12,258 | | |

| Market capitalization | 153,553 | | | 120,951 | | | 114,983 | | | 87,084 | | | 92,867 | | |

| Financial Ratios: | | | | | | | | | | | | | | | |

| Return on equity(2)(6) | 29.7 | | % | 42.7 | | % | 17.4 | | % | 34.4 | | % | 30.1 | | % |

| Return on assets(2)(3)(4)(5)(6) | 9.2 | | % | 17.4 | | % | 8.4 | | % | 19.0 | | % | 17.5 | | % |

| Inventory turns | 3.3 | | | 4.0 | | | 4.0 | | | 3.8 | | | 3.8 | | |

| Current ratio at May 31(3)(4) | 2.5 | | | 2.1 | | | 2.5 | | | 2.9 | | | 2.8 | | |

| Price/Earnings ratio at May 31(2) | 61.6 | | | 31.0 | | | 61.4 | | | 21.1 | | | 25.6 | | |

| | |

| --- | --- |

| *(1)* | *Fiscal 2020 reflects the impacts of COVID-19 on our results of operations and financial condition. Refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information.* |

| *(2)* | *Fiscal 2018 reflects the impact from the enactment of the U.S. Tax Cuts and Jobs Act. Refer to* *Note 9 — Income Taxes* *in the accompanying Notes to the Consolidated Financial Statements for additional information.* |

| *(3)* | *During the fourth quarter of fiscal 2020, the Company issued $6 billion of senior unsecured notes. Refer to* *Note 8 — Long-Term Debt* *in the accompanying Notes to the Consolidated Financial Statements for additional information.* |

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2020.][added: 2021.]

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, [removed: 2020,] [added: 2021,] as stated in their report herein.

| John J. Donahoe II | [added: | |] Matthew Friend | [added: | |]

| *President and Chief Executive Officer* | [added: | |] *Executive Vice President and Chief Financial Officer* | [added: | |]

We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the “Company”) as of May 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended May 31, [removed: 2020,] [added: 2021,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of May 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in [removed: Note] [added: Notes 1 and] 9 to the consolidated financial statements, the Company recorded income tax expense of [removed: $348] [added: $934] million for the year ended May 31, [removed: 2020,] [added: 2021,] and has net deferred tax assets of [removed: $732] [added: $1,133] million, including a valuation allowance of [removed: $26] [added: $12] million, and total gross unrecognized tax benefits, excluding related interest and penalties, of [removed: $771] [added: $896] million as of May 31, [removed: 2020, $536] [added: 2021, $609] million of which would affect the Company's effective tax rate if recognized in future periods.

As disclosed by management, the use of significant judgment and estimates, as well as the interpretation and application of complex tax laws is required by management to determine [removed: its] [added: the Company's] provision for income taxes.

The principal considerations for our determination that performing procedures relating to the accounting for income taxes is a critical audit matter are the [removed: significant judgment by management when assessing] [added: high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to (i) management's assessment of] complex tax laws and regulations, including [removed: new temporary regulations and] recent court rulings, as it relates to determining the provision for income taxes and other tax [removed: positions.][added: positions, and (ii) management's assessment of realizability of deferred tax assets, specifically around future taxable income, foreign tax credit utilization and available tax planning strategies.]

In addition, the audit effort involved the use of professionals with specialized skill and [removed: knowledge to assist in performing procedures and evaluating the audit evidence obtained.][added: knowledge.]

Addressing the [removed: matter] [added: matters] involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the provision for income taxes and other tax [removed: positions.][added: positions, including controls over management's assessments of the realizability of deferred tax assets.]

These procedures also included, among others, evaluating the effect on the Company's tax provision of changes in its legal entity [removed: structure] [added: structure, evaluating changes in] and [added: compliance with] tax laws, [added: and] testing management's tax calculations [removed: and considering] [added: including] the Company's [removed: compliance with] [added: forecast of future taxable income,] tax [removed: laws.][added: planning strategies, and foreign tax credit utilization of deferred tax assets.]

[removed: We also used professionals] [added: Professionals] with specialized skill and knowledge [added: were used] to assist in evaluating the application of relevant tax laws, the provision for income taxes and the reasonableness of management's assessments of whether certain tax positions are more-likely-than-not of being sustained.

| | [added: | |] YEAR ENDED MAY 31, | | | | | | | | |

| *(In millions, except per share data)* | [removed: 2020] | | [added: 2021] | [removed: 2019] | | [added: 2020] | [removed: 2018] | | [added: 2019] | [added: | |]

| Revenues | [added: | |] $ | [removed: 37,403] [added: 44,538] | | $ | [removed: 39,117] [added: 37,403] | | $ | [removed: 36,397] [added: 39,117] | |

| Cost of sales | [removed: 21,162] | | [added: 24,576] | [removed: 21,643] | | [added: 21,162] | [removed: 20,441] | | [added: 21,643] | [added: | |]

| Gross profit | [removed: 16,241] | | [added: 19,962] | [removed: 17,474] | | [added: 16,241] | [removed: 15,956] | | [added: 17,474] | [added: | |]

| Demand creation expense | [removed: 3,592] | | [added: 3,114] | [removed: 3,753] | | [added: 3,592] | [removed: 3,577] | | [added: 3,753] | [added: | |]

| Operating overhead expense | [removed: 9,534] | | [added: 9,911] | [removed: 8,949] | | [added: 9,534] | [removed: 7,934] | | [added: 8,949] | [added: | |]

| Total selling and administrative expense | [removed: 13,126] | | [added: 13,025] | [removed: 12,702] | | [added: 13,126] | [removed: 11,511] | | [added: 12,702] | [added: | |]

| Interest expense (income), net | [removed: 89] | | [added: 262] | [removed: 49] | | [added: 89] | [removed: 54] | | [added: 49] | [added: | |]

| Other (income) expense, net | [removed: 139] | | [added: 14] | [removed: (78] | | [removed: )] [added: 139] | [removed: 66] | | [added: (78)] | [added: | |]

| Income before income taxes | [removed: 2,887] | | [added: 6,661] | [removed: 4,801] | | [added: 2,887] | [removed: 4,325] | | [added: 4,801] | [added: | |]

| Income tax expense | [removed: 348] | | [added: 934] | [removed: 772] | | [added: 348] | [removed: 2,392] | | [added: 772] | [added: | |]

| NET INCOME | [added: | |] $ | [removed: 2,539] [added: 5,727] | | $ | [removed: 4,029] [added: 2,539] | | $ | [removed: 1,933] [added: 4,029] | |

| Earnings per common share: | | | | | | | | | | [added: | |]

| Basic | [added: | |] $ | [removed: 1.63] [added: 3.64] | | $ | [removed: 2.55] [added: 1.63] | | $ | [removed: 1.19] [added: 2.55] | |

| Diluted | [added: | |] $ | [removed: 1.60] [added: 3.56] | | $ | [removed: 2.49] [added: 1.60] | | $ | [removed: 1.17] [added: 2.49] | |

| Weighted average common shares outstanding: | | | | | | | | | | [added: | |]

| Basic | [removed: 1,558.8] | | [added: 1,573.0] | [removed: 1,579.7] | | [added: 1,558.8] | [removed: 1,623.8] | | [added: 1,579.7] | [added: | |]

| Diluted | [removed: 1,591.6] | | [added: 1,609.4] | [removed: 1,618.4] | | [added: 1,591.6] | [removed: 1,659.1] | | [added: 1,618.4] | [added: | |]

| *(Dollars in millions)* | [removed: 2020] | | [added: 2021] | [removed: 2019] | | [added: 2020] | [removed: 2018] | | [added: 2019] | [added: | |]

| Net income | [added: | |] $ | [removed: 2,539] [added: 5,727] | | $ | [removed: 4,029] [added: 2,539] | | $ | [removed: 1,933] [added: 4,029] | |

| Other comprehensive income (loss), net of tax: | | | | | | | | | | [added: | |]

| Change in net foreign currency translation adjustment | [removed: (148] | | [removed: )] [added: 496] | [removed: (173] | | [removed: )] [added: (148)] | [removed: (6] | | [removed: )] [added: (173)] | [added: | |]

| Change in net gains (losses) on cash flow hedges | [removed: (130] | | [removed: )] [added: (825)] | [removed: 503] | | [added: (130)] | [removed: 76] | | [added: 503] | [added: | |]

2021 FORM 10-K 53

2021 FORM 10-K 54

2021 FORM 10-K 55

The realization of deferred tax assets is dependent on future taxable earnings.

Management assesses the scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies and considers foreign tax credit utilization in making this assessment of realization.

A valuation allowance is established against the net deferred tax asset to the extent that recovery is not likely.

July 20, 2021

2021 FORM 10-K 56

2021 FORM 10-K 57

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

2021 FORM 10-K 58

| *(In millions)* | | | 2021 | | | 2020 | | |

2021 FORM 10-K 59

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Repayment of borrowings | | | (197) | | | (6) | | | (6) | | |

2021 FORM 10-K 60

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Conversion to Class B Common Stock | | | (10) | | | | | | | | | 10 | | | | | | | | | | | | | | | — | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 5,727 | | | 5,727 | | |

| Other comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | (324) | | | | | | (324) | | |

| Balance at May 31, 2021 | | | 305 | | | $ | — | | | | | 1,273 | | | $ | 3 | | $ | 9,965 | | $ | (380) | | $ | 3,179 | | $ | 12,767 | |

2021 FORM 10-K 61

| Note 21 | | | Restructuring | | | [93](#ibe46f16d2db0431aa4fa39b5b30b6f15_1099511630200) | | |

2021 FORM 10-K 62

2021 FORM 10-K 63

2021 FORM 10-K 64

2021 FORM 10-K 65

Certain lease agreements include variable lease

2021 FORM 10-K 66

2021 FORM 10-K 67

Realization of deferred tax assets is dependent on future taxable earnings and is therefore uncertain.

At least quarterly, the Company assesses taxable income in prior carryback periods, the scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies.

The Company uses forecasts of taxable income and considers foreign tax credit utilization in making this assessment of realization, which are inherently uncertain and can result in significant variation between estimated and actual results.

To the extent the Company believes that recovery is not likely, a valuation allowance is established against the net deferred tax asset, which increases the Company’s income tax expense in the period when such determination is made.

The adoption resulted in reductions to Retained earnings*,* Deferred income taxes and other assets and Prepaid

2021 FORM 10-K 68

| --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

2020 FORM 10-K 52

| | |

| --- | --- |

2020 FORM 10-K 53

2020 FORM 10-K 54

This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the provision for income taxes and other tax positions.

July 24, 2020

2020 FORM 10-K 55

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

2020 FORM 10-K 56

2020 FORM 10-K 57

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

2020 FORM 10-K 58

2020 FORM 10-K 59

| Balance at May 31, 2017 | 329 | | $ | — | | | 1,314 | | $ | 3 | | $ | 5,710 | | $ | (213 | ) | $ | 6,907 | | $ | 12,407 | |

| Reclassifications to retained earnings in accordance with ASU 2018-02 | | | | | | | | | | | | | | | 17 | | | (17 | | ) | — | | |

2020 FORM 10-K 60

| Note 21 | Subsequent Events | [94](#s4626a59bc7b34f9aa56c0e06123b2319) |

2020 FORM 10-K 61

| |

| --- |

The Hurley brand is focused on action sports and youth lifestyle apparel and accessories under the Hurley trademark.

Prior to fiscal 2019, the requirements for recognizing revenue were met upon delivery to the customer.

Prior to fiscal 2019, the Company's reserve balances were reported net of the

2020 FORM 10-K 62

estimated cost of inventory for product returns and recognized within *Accounts receivable, net* for wholesale transactions and *Accrued liabilities* for the Company's direct to consumer business, on the Consolidated Balance Sheets.

2020 FORM 10-K 63

Debt securities the Company has the ability and positive intent to hold to maturity are carried at amortized cost.

At May 31, 2020 and 2019, the Company did not hold any short-term investments classified as trading or held-to-maturity.

2020 FORM 10-K 64

Therefore, software development costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally most software development costs have been expensed as incurred.

2020 FORM 10-K 65

For undesignated

2020 FORM 10-K 66

2020 FORM 10-K 67

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, *Leases (Topic 842)*, which replaced existing lease accounting guidance.

The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record ROU assets and corresponding lease liabilities on the balance sheet.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of May 31, [removed: 2020.][added: 2021.]

2021 FORM 10-K 94

2020 FORM 10-K 95

The information required by Item 401 of Regulation S-K regarding directors is included under “NIKE, Inc. Board of Directors” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 406 of Regulation S-K is included under “Corporate Governance — Board Structure and Responsibilities — Code of Conduct” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K regarding the Audit & Finance Committee of the Board of Directors is included under “Corporate Governance — Board Structure and Responsibilities — Board Committees” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K regarding executive compensation is included under “Corporate Governance — Director Compensation for Fiscal [removed: 2020,”] [added: 2021,”] “Compensation Discussion and Analysis,” and “Stock Ownership Information — Transactions with Related Persons — Compensation Committee Interlocks and Insider Participation,” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K is included under “Compensation Discussion and Analysis — Executive Compensation Tables — Equity Compensation Plan Information” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 403 of Regulation S-K is included under “Stock Ownership Information — Stock Holdings of Certain Owners and Management” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 404 and 407(a) of Regulation S-K is included under “Stock Ownership Information — Transactions with Related Persons” and “Corporate Governance — Individual Board Skills Matrix — Director Independence” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 9(e) of Schedule 14A is included under “Audit Matters — Ratification of Appointment of Independent Registered Public Accounting Firm” in the definitive Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders and is incorporated herein by reference.

2021 FORM 10-K 95

2020 FORM 10-K 96

| (a) | [added: | |] The following documents are filed as part of this report: | | [added: | | | |]

| | | [added: | | | |] FORM 10-K PAGE NO. | [added: | |]

| 1. | [added: | |] Financial Statements: | | [added: | | | |]

| | [added: | |] [Report of Independent Registered Public Accounting [removed: Firm](#sF94F225EB22E5E93A0C802B61EDCB35A)] [added: Firm](#ibe46f16d2db0431aa4fa39b5b30b6f15_133)] | [removed: [54](#sF94F225EB22E5E93A0C802B61EDCB35A)] | [added: | [55](#ibe46f16d2db0431aa4fa39b5b30b6f15_133) | | |]

| | [added: | |] [Consolidated Statements of [added: Comprehensive] Income for each of the three years ended May 31, [removed: 2020,] [added: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[,] May 31, [removed: 2019 and] [added: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_139) [and] May 31, [removed: 2018](#s93CE1EE91B435022865A0362690B602F)] [added: 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)] | [removed: [56](#s93CE1EE91B435022865A0362690B602F)] | [added: | [58](#ibe46f16d2db0431aa4fa39b5b30b6f15_139) | | |]

| | [added: | |] [Consolidated [removed: Statements] [added: Statemen](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[ts] of [removed: Comprehensive] Income for each of the three years ended May 31, [removed: 2020,] [added: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[,] May 31, [removed: 2019 and] [added: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_136) [and] May 31, [removed: 2018](#s07EEE98B331A587A8FEB14F08BD46C50)] [added: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)9] | [removed: [57](#s07EEE98B331A587A8FEB14F08BD46C50)] | [added: | [57](#ibe46f16d2db0431aa4fa39b5b30b6f15_136) | | |]

| | [added: | |] [Consolidated [removed: Statements] [added: St](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[atements] of Cash Flows for each of the three years ended May 31, [removed: 2020,] [added: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[,] May 31, [removed: 2019 and] [added: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_148) [and] May 31, [removed: 2018](#s6FC535ABADC25F81BBB71FF3CD491073)] [added: 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)] | [removed: [59](#s6FC535ABADC25F81BBB71FF3CD491073)] | [added: | [60](#ibe46f16d2db0431aa4fa39b5b30b6f15_148) | | |]

| | [added: | |] [Consolidated Statements of Shareholders' Equity for each of the three years ended May 31, [removed: 2020,] [added: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[,] May 31, [removed: 2019 and] [added: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_151) [and] May 31, [removed: 2018](#s4EFDBAD28B1F5DC588CEE93BE1687CCD)] [added: 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)] | [removed: [60](#s4EFDBAD28B1F5DC588CEE93BE1687CCD)] | [added: | [61](#ibe46f16d2db0431aa4fa39b5b30b6f15_151) | | |]

| | [added: | |] [Notes to Consolidated Financial [removed: Statements](#sEFBCDFAEFB195F8F8493EF0FF5600C00)] [added: Statements](#ibe46f16d2db0431aa4fa39b5b30b6f15_157)] | [removed: [61](#sEFBCDFAEFB195F8F8493EF0FF5600C00)] | [added: | [62](#ibe46f16d2db0431aa4fa39b5b30b6f15_157) | | |]

| 2. | [added: | |] Financial Statement Schedule: | | [added: | | | |]

| | [added: | |] [II — Valuation and Qualifying Accounts for the years ended [removed: May 31, 2020, 2019 and 2018](#s6480A24D1D0A5543961D99AB6F85FEC1)] [added: May](#ibe46f16d2db0431aa4fa39b5b30b6f15_277) [31, 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[, 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_277) [and 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)] | [removed: [100](#s6480A24D1D0A5543961D99AB6F85FEC1)] | [added: | [99](#ibe46f16d2db0431aa4fa39b5b30b6f15_277) | | |]

| | [added: | |] All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | | [added: | | | |]

| 3. | [added: | |] Exhibits: | | [added: | | | |]

| 3.1 | [added: | |] [Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2015).](http://www.sec.gov/Archives/edgar/data/320187/000032018716000242/nke-11302015xexhibit31.htm) | | [added: | | | |]

| 3.2 | [added: | |] [Fifth Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 19, 2020).](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit31.htm) | | [added: | | | |]

| 4.1 | [added: | |] [Restated Articles of Incorporation, as amended (see Exhibit 3.1).](http://www.sec.gov/Archives/edgar/data/320187/000032018716000242/nke-11302015xexhibit31.htm) | | [added: | | | |]

| 4.2 | [added: | |] [Fifth Restated Bylaws, as amended (see Exhibit 3.2).](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit31.htm) | | [added: | | | |]

| 4.3 | [added: | |] [Indenture dated as of April 26, 2013, by and between NIKE, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed April 26, 2013).](http://www.sec.gov/Archives/edgar/data/320187/000119312513178088/d526946dex41.htm) | | [added: | | | |]

| 4.4 | [added: | |] [Second Supplemental Indenture, dated as of October 29, 2015, by and between NIKE, Inc. and Deutsche Bank Trust Company Americas, as trustee, including the form of 3.875% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed October 29, 2015).](http://www.sec.gov/Archives/edgar/data/320187/000119312515357983/d63134dex42.htm) | | [added: | | | |]

| 4.5 | [added: | |] [Third Supplemental Indenture, dated as of October 21, 2016, by and between NIKE, Inc. and Deutsche Bank Trust Company Americas, as trustee, including the form of 2.375% Notes due 2026 and form of 3.375% Notes due 2046 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed October 21, 2016).](http://www.sec.gov/Archives/edgar/data/320187/000119312516743821/d273960dex42.htm) | | [added: | | | |]

| 4.6 | [added: | |] [Fourth Supplemental Indenture, dated as of March 27, 2020, by and between NIKE, Inc. and Deutsche Bank Trust Company Americas, as trustee, including the form of 2.400% Notes due 2025, form of 2.750% Notes due 2027, form of 2.850% Notes due 2030, form of 3.250% Notes due 2040 and form of 3.375% Notes due 2050 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed March 27, 2020).](http://www.sec.gov/Archives/edgar/data/320187/000119312520088765/d886989dex42.htm) | | [added: | | | |]

| 4.7 | [added: | |] [Description of Registrants Securities (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2019).](http://www.sec.gov/Archives/edgar/data/320187/000032018719000051/nke-5312019exhibit46.htm) | | [added: | | | |]

| 10.1 | [added: | |] [Form of Non-Statutory Stock Option Agreement for options granted to non-employee [removed: directors prior to May 31, 2010 under] [added: directors](http://www.sec.gov/Archives/edgar/data/320187/000119312510161874/dex102.htm) [under] the 1990 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company's [removed: Current] [added: Annual] Report on Form [removed: 8-K filed June 21, 2005).*](http://www.sec.gov/Archives/edgar/data/320187/000032018705000050/exhibit10_3.txt)] [added: 10-K for the fiscal year ended May 31, 2010).*](http://www.sec.gov/Archives/edgar/data/320187/000119312510161874/dex102.htm)] | | [added: | | | |]

| 10.2 | [added: | |] [Form of [removed: Non-Statutory] [added: Restricted] Stock [removed: Option] Agreement for [removed: options granted to] non-employee directors [removed: after May 31, 2010] under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2010).*](http://www.sec.gov/Archives/edgar/data/320187/000119312510161874/dex102.htm)] [added: 2014).*](http://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit104.htm)] | | [added: | | | |]

| 10.3 | [added: | |] [Form of Non-Statutory Stock Option Agreement for options granted to executives [removed: prior to May 31, 2010] under the [removed: 1990] Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: May 31, 2009).*](http://www.sec.gov/Archives/edgar/data/320187/000119312509155951/dex101.htm)] [added: February 28, 2018).*](http://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit101.htm)] | | [added: | | | |]

| [removed: 10.4] [added: 10.5] | [removed: [Form of Restricted Stock Agreement for non-employee directors under the] [added: | | [NIKE, Inc.] 1990 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.7] to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2014).*](http://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit104.htm)] [added: 2014).*](http://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit107.htm)] | | [added: |]

| [removed: 10.5] [added: 10.11] | [added: | |] [Form of [removed: Non-Statutory] [added: Restricted] Stock [removed: Option] [added: Unit] Agreement [removed: for options granted to executives] under the Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, [removed: 2018).*](http://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit101.htm)] [added: 2018).*](http://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit102.htm)] | [added: | |]