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| (a) | | | The following documents are filed as part of this report: | | | | | |
| | | | | | FORM 10-K PAGE NO. | | |
| 1. | | | Financial Statements: | | | | | |
| | | Report of Independent Registered Public Accounting Firm | | | 55 | | |
| | | Consolidated Statements of Income for each of the three years ended May 31, 2021, May 31, 2020 and May 31, 2019 | | | 57 | | |
| | | Consolidated Statements of Comprehensive Income for each of the three years ended May 31, 2021, May 31, 2020 and May 31, 2019 | | | 58 | | |
| | | Consolidated Balance Sheets at May 31, 2021 and May 31, 2020 | | | 59 | | |
| | | Consolidated Statements of Cash Flows for each of the three years ended May 31, 2021, May 31, 2020 and May 31, 2019 | | | 60 | | |
| | | Consolidated Statements of Shareholders' Equity for each of the three years ended May 31, 2021, May 31, 2020 and May 31, 2019 | | | 61 | | |
| | | Notes to Consolidated Financial Statements | | | 62 | | |
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| 2. | | | Financial Statement Schedule: | | | | | |
| | | II — Valuation and Qualifying Accounts for the years ended May 31, 2021, 2020 and 2019 | | | 99 | | |
| | | All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. | | | | | |
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| 3. | | | Exhibits: | | | | | |
| 3.1 | | | 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). | | | | | |
| 3.2 | | | 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). | | | | | |
| 4.1 | | | Restated Articles of Incorporation, as amended (see Exhibit 3.1). | | | | | |
| 4.2 | | | Fifth Restated Bylaws, as amended (see Exhibit 3.2). | | | | | |
| 4.3 | | | 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). | | | | | |
| 4.4 | | | 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). | | | | | |
| 4.5 | | | 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). | | | | | |
| 4.6 | | | 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). | | | | | |
| 4.7 | | | 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). | | | | | |
| 10.1 | | | Form of Non-Statutory Stock Option Agreement for options granted to non-employee directors under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2010).* | | | | | |
| 10.2 | | | Form of Restricted Stock Agreement for non-employee directors under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2014).* | | | | | |
| 10.3 | | | Form of Non-Statutory Stock Option Agreement for options granted to executives under the Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018).* | | | | | |
2021 FORM 10-K 96
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| 10.4 | | | Form of Indemnity Agreement entered into between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2008).* | | |
| 10.5 | | | NIKE, Inc. 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2014).* | | |
| 10.6 | | | NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective April 1, 2013) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013).* | | |
| 10.7 | | | NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective June 1, 2004) (applicable to amounts deferred before January 1, 2005) (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2004).* | | |
| 10.8 | | | Amendment No. 1 effective January 1, 2008 to the NIKE, Inc. Deferred Compensation Plan (June 1, 2004 Restatement) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2009).* | | |
| 10.9 | | | NIKE, Inc. Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008).* | | |
| 10.10 | | | Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Mark G. Parker dated July 24, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 24, 2008).* | | |
| 10.11 | | | Form of Restricted Stock Unit Agreement under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018).* | | |
| 10.12 | | | Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and its executive officers (other than Mark G. Parker and John J. Donahoe II) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 18, 2020).* | | |
| 10.13 | | | Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed July 20, 2010).* | | |
| 10.14 | | | NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 23, 2015).* | | |
| 10.15 | | | Form of Discretionary Performance Award Agreement (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2018).* | | |
| 10.16 | | | NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Company's definitive Proxy Statement filed July 25, 2017).* | | |
| 10.17 | | | Offer Letter between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 22, 2019).* | | |
| 10.18 | | | Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed October 22, 2019).* | | |
| 10.19 | | | Form of Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed October 22, 2019). | | |
| 10.20 | | | Letter Agreement between NIKE, Inc. and Mark G. Parker (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed October 22, 2019).* | | |
| 10.21 | | | Credit Agreement, dated as of March 15, 2021, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 18, 2021). | | |
| 10.22 | | | NIKE, Inc. Executive Performance Sharing Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 19, 2020).* | | |
| 10.23 | | | NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed June 19, 2020).* | | |
| 10.24 | | | Form of Non-Statutory Stock Option Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed June 19, 2020).* | | |
| 10.25 | | | Form of Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed June 19, 2020).* | | |
| 10.26 | | | Credit Agreement dated as of August 16, 2019, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, Citibank N.A., as Syndication Agent, Deutsche Bank Securities, Inc., HSBC Bank USA, National Association and JPMorgan Chase, N.A., as Co-Documentation Agents, and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 20, 2019). | | |
| 10.27 | | | NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 18, 2020)* | | |
| 10.28 | | | NIKE, Inc. Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, 2021)* | | |
| 21 | | | Subsidiaries of the Registrant. | | |
| 23 | | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (included within this Annual Report on Form 10-K). | | |
| 31.1 | | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | | |
| 31.2 | | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | | |
| 32 | | | Section 1350 Certifications. | | |
2021 FORM 10-K 97
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| 101.INS | | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | |
| 101.SCH | | | Inline XBRL Taxonomy Extension Schema | | |
| 101.CAL | | | Inline XBRL Taxonomy Extension Calculation Linkbase | | |
| 101.DEF | | | Inline XBRL Taxonomy Extension Definition Document | | |
| 101.LAB | | | Inline XBRL Taxonomy Extension Label Linkbase | | |
| 101.PRE | | | Inline XBRL Taxonomy Extension Presentation Linkbase | | |
| 104 | | | Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101 | | |
- Management contract or compensatory plan or arrangement.
The Exhibits filed herewith do not include certain instruments with respect to long-term debt of NIKE and its subsidiaries, inasmuch as the total amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of NIKE and its subsidiaries on a consolidated basis. NIKE agrees, pursuant to Item 601(b)(4)(iii) of Regulation S-K, that it will furnish a copy of any such instrument to the SEC upon request.
Upon written request to Investor Relations, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453, NIKE will furnish shareholders with a copy of any Exhibit upon payment of $0.10 per page, which represents our reasonable expenses in furnishing Exhibits.
2021 FORM 10-K 98
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
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| (Dollars in millions) | | | BALANCE AT BEGINNING OF PERIOD | | | CHARGED TO COSTS AND EXPENSES | | | CHARGEDTO OTHERACCOUNTS**(1)** | | | WRITE-OFFS, NET | | | BALANCE AT END OF PERIOD | | |
| Sales returns reserve | | | | | | | | | | | | | | | | | |
| For the fiscal year ended May 31, 2019(2)(3) | | | $ | 734 | | $ | 2,209 | | $ | (30) | | $ | (2,070) | | $ | 843 | |
| For the fiscal year ended May 31, 2020(3) | | | 843 | | | 2,227 | | | (31) | | | (2,357) | | | 682 | | |
| For the fiscal year ended May 31, 2021 | | | 682 | | | 2,571 | | | 41 | | | (2,699) | | | 595 | | |
*(1)*Amounts included in this column primarily relate to foreign currency translation.
*(2)*As a result of the adoption of ASC Topic 606 during the first quarter of fiscal 2019, an asset for the estimated cost of inventory for expected product returns is now recognized separately from the liability for sales returns reserves, which is presented above.
*(3)*During the fourth quarter of fiscal 2021, management identified misstatements related to the amounts disclosed within Charged to Costs and Expenses and Write-offs, net. Specifically, Charged to Costs and Expenses was understated by $286 million and $250 million for fiscal 2020 and fiscal 2019, respectively, with a corresponding understatement of Write-offs, net. The Company assessed the materiality of these misstatements on prior period financial statements in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, codified in ASC 250, Presentation of Financial Statements, and concluded these misstatements were not material to any prior period. As such, the Company has revised the amounts disclosed within Charged to Costs and Expenses and Write-offs, net for the fiscal years 2020 and 2019. These misstatements did not impact the Consolidated Balance Sheets, Consolidated Statements of Income, or Consolidated Statements of Cash Flows.
2021 FORM 10-K 99
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