NIKE (NKE) 10-K risk factor changes: FY2022 vs FY2021

Certain written and oral statements, other than purely historic information, including estimates, projections, statements relating to [removed: NIKE's] [added: NIKE’s] business plans, objectives and expected operating [added: or financial] results and the assumptions upon which those statements are based, made or incorporated by reference from time to time by NIKE or its representatives in this report, other reports, filings with the SEC, press releases, conferences or otherwise, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended.

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 or leisure footwear, apparel and equipment markets; intense competition among designers, marketers, distributors and sellers of athletic 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; [added: our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings;] difficulties in implementing, operating and maintaining [removed: NIKE's] [added: 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 [removed: NIKE's] [added: 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 [removed: publicity,] [added: publicity and an inability to maintain NIKE’s reputation and brand image,] 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 [removed: NIKE's] [added: 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, [added: sanctions,] political and economic [removed: instability] [added: instability, conflicts] and terrorism; the potential impact of new [added: and existing] laws, regulations or policy, including, without limitation, tariffs, import/export, trade, wage and hour or labor and immigration regulations or policies; changes in government regulations; the impact of, including business and legal developments relating to, climate [removed: change] [added: change, extreme weather conditions] 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 [removed: NIKE's] [added: NIKE’s] decision to invest in or divest of businesses or capabilities and other factors referenced or incorporated by reference in this report and other reports.

Our financial condition and results of operations have been, and could in the future be, adversely affected by the [removed: coronavirus] [added: COVID-19] pandemic.

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

[removed: To date, this] [added: The COVID-19] pandemic and preventative measures taken to contain or mitigate the pandemic have caused, and may in the future cause, business slowdown or shutdown in affected areas and significant disruption in the financial markets, both globally and in the United States.

These events have led to and could again lead to [added: adverse impacts to our global supply chain, factory cancellation costs, store closures, and] a decline in [added: retail traffic and] discretionary spending by [removed: consumers, and] [added: consumers and,] in [removed: turn] [added: turn,] materially [removed: impact,] [added: impact] our business, sales, financial condition and results of [removed: operations.][added: operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.]

- Deterioration in economic conditions in the United States and [removed: globally;][added: globally, including the effect of prolonged periods of inflation on our consumers and vendors;]

- Reduced consumer demand for our products 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 [removed: rates] [added: rates, higher costs of borrowing, inflation] and diminished consumer confidence;

- Disruption to our distribution [removed: centers and our third-party manufacturing partners] [added: centers, contract manufacturers, finished goods contract factories] and other vendors, [removed: including] through the effects of facility closures, [added: increased operating costs,] reductions in operating hours, labor shortages, and real time changes in operating procedures, [removed: including for] [added: such as] additional cleaning and disinfection [removed: procedures;][added: procedures, which have had, and could in the future again have, a significant impact on our planned inventory production and distribution, including higher inventory levels or inventory shortages in various markets;]

- 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 [added: revised payment terms,] cancellation or reduction of their orders;

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

- Impacts to our distribution and logistics [removed: providers'] [added: providers’] ability to [removed: operate or] [added: operate, including labor and container shortages, and] increases in their operating costs.

These supply chain effects have [removed: had] [added: had, and could in the future have,] an adverse effect on our ability to meet consumer demand, including digital demand, and have in the past resulted in and could in the future result in [added: extended inventory transit times and] an increase in our costs of production and distribution, including increased freight and logistics costs and other expenses; [removed: and]

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, [added: including emerging variant strains of COVID-19,] the requirements to take action to help limit the spread of the illness, the [added: impact of the easing of restrictions in various regions, the] availability, widespread distribution and acceptance, as well as the safety and efficacy of vaccines for COVID-19 and the economic impacts of the pandemic.

Even in those regions where we have experienced business 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 [removed: business and] [added: business,] results of [removed: operations.][added: operations and financial condition.]

The pandemic may also affect our business, [added: results of] operations or financial condition in a manner that is not presently known to us or that we currently do not consider to present significant risks.

In addition, the impact of COVID-19 may also [removed: exacerbate] [added: exacerbate, or occur concurrently with,] other risks discussed in this Item 1A.

We also compete with other companies for the production capacity of [removed: independent] [added: contract] manufacturers that produce our products.

[removed: If we do not adequately and timely anticipate and respond to our] competitors, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products.

Additionally, there has been, and may continue to be, volatility in currency exchange rates [added: including] as a result of [removed: the United Kingdom's exit from the European Union, commonly referred to as “Brexit” or new or proposed] U.S. policy changes [added: and the Russia and Ukraine conflict] that impact the U.S. Dollar value relative to other international currencies.

[added: 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.

In particular, if a natural disaster or severe weather event were to occur in an area in which we or our suppliers, manufacturers, [added: employees,] customers, distribution centers and vendors are located, our continued success would depend, in part, on the safety and availability of the relevant personnel and facilities and proper functioning of our or third parties' computer, network, telecommunication and other systems and operations.

[removed: In addition, the physical changes prompted by climate] [added: Climate] change [removed: could] [added: may also exacerbate challenges relating to the availability and quality of water and raw materials, including those used in the production of our products, and may] result in changes in regulations or consumer preferences, which could in turn affect our business, operating results and financial condition.

Our commitment to product [removed: innovation and] [added: innovation,] quality and [added: sustainability, and] our continuing investment in design (including [removed: materials) and] [added: materials),] marketing [added: and sustainability measures] may not have the desired impact on our brand image and reputation.

In addition, our success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media [added: and digital] environment, including our increasing reliance on social media and digital dissemination of advertising campaigns on our digital platforms and through our digital [removed: experiences.][added: experiences and products.]

[removed: For example, while we require our suppliers of our products to operate] their business in compliance with applicable laws and regulations, we do not control their practices.

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

If we are unable to maintain our current associations with professional athletes, sports teams and leagues, or other public figures, or to do so at a reasonable cost, we could lose the high visibility or [removed: on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.]

In addition, poor [removed: performance] [added: or non-performance] by our endorsers, a failure to continue to correctly identify promising athletes, public figures or sports organizations, to use and endorse our products 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.

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

[removed: We are increasingly using social] media and proprietary mobile applications to interact with our consumers and as a means to enhance their shopping experience.

If Information Technology Systems suffer severe damage, disruption or shutdown and our business continuity plans, or those of our vendors, do not effectively resolve the issues in a timely manner, we could experience delays in reporting our financial results, which could result in lost revenues and [added: profits, as well as reputational damage.]

Although we attempt to protect our brands through approval rights over the design, production processes, quality, packaging, merchandising, distribution, advertising and promotion [removed: of our licensed products, we cannot completely control the use of our licensed brands by our licensees.]

We [added: rely upon contract manufacturers, which we] do not own or [removed: operate any of the footwear manufacturing facilities and depend upon independent contract manufacturers] [added: operate,] to manufacture all of the footwear products we sell.

[removed: In] [added: For] fiscal [removed: 2021,] [added: 2022,] four footwear contract manufacturers each accounted for greater than 10% of [removed: fiscal 2021] footwear production and in [added: the] aggregate accounted for approximately [removed: 61%] [added: 58%] of NIKE Brand footwear [removed: production in fiscal 2021.][added: production.]

Our ability to meet our customers' needs depends on our ability to maintain a steady supply of products from our [removed: independent] contract manufacturers.

If one or more of our significant suppliers were to sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, or be unable to perform, including as a result of the COVID-19 pandemic, we may not be able to obtain replacement products in a timely manner, which could have a material adverse effect on our [added: business operations,] sales, financial condition or results of operations.

Additionally, if any of our primary [added: footwear] contract manufacturers fail to make timely shipments, do not meet our quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on our results of operations.

Certain of our [added: footwear contract] manufacturers are highly specialized and only produce a specific type of product.

Such [removed: manufacturing partners] [added: contract manufacturers] may go out of business if consumer preferences or market conditions change such that there is no longer sufficient demand for the types of products they produce.

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In addition, supply chain issues caused by factors including the COVID-19 pandemic and geopolitical conflicts have impacted and may continue to impact the availability, pricing and timing for obtaining commodities and raw materials.

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Additionally, COVID-19 related disruptions are making it more challenging to compare our performance, including our revenue growth and overall profitability, across quarters and fiscal years.

In addition, we and our contract manufacturers compete with other companies and industries for raw materials used in our products.

If we do not adequately and timely anticipate and respond to our

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Central banks may deploy various strategies to combat inflation, including increasing interest rates, which may impact our borrowing costs.

Climate change and other sustainability-related matters, or legal, regulatory or market responses thereto, may have an adverse impact on our business and results of operations.

There are concerns that increased levels of carbon dioxide and other greenhouse gases in the atmosphere have caused, and may continue to cause, potentially at a growing rate, increases in global temperatures, changes in weather patterns and increasingly frequent and/or prolonged extreme weather and climate events.

For example, there has been increased focus by governmental and non-governmental organizations, consumers, customers, employees and other stakeholders on products that are sustainably made and other sustainability matters, including responsible sourcing and deforestation, the use of plastic, energy and water, the recyclability or recoverability of packaging and materials transparency, any of which may require us to incur increased costs for additional transparency, due diligence and reporting.

In addition, federal, state or local governmental authorities in various countries have proposed, and are likely to continue to propose, legislative and regulatory initiatives to reduce or mitigate the impacts of climate change on the environment.

Various countries and regions are following different approaches to the regulation of climate change, which could increase the complexity of, and potential cost related to complying with, such regulations.

Any of the foregoing may require us to make additional investments in facilities and equipment, may impact the availability and cost of key raw materials used in the production of our products or the demand for our products, and, in turn, may adversely impact our business, operating results and financial condition.

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Although we have announced sustainability-related goals and targets, there can be no assurance that our stakeholders will agree with our strategies, and any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements regarding climate change, could result in adverse publicity and adversely affect our business and reputation.

Execution of these strategies and achievement of our goals is subject to risks and uncertainties, many of which are outside of our control.

These risks and uncertainties include, but are not limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected timeframes; the availability and cost of raw materials and renewable energy; unforeseen production, design, operational and technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis such as carbon sequestration and/or other related processes; compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; and the actions of competitors and competitive pressures.

As a result, there is no assurance that we will be able to successfully execute our strategies and achieve our sustainability-related goals, which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition.

Given the broad and global scope of our operations, we are particularly vulnerable to the physical risks of climate change, such as shifts in weather patterns.

For example, while we require our suppliers of our products to operate

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on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing investments.

We are increasingly using social

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of our licensed products, we cannot completely control the use of our licensed brands by our licensees.

As of May 31, 2022, we were supplied by 120 finished goods footwear contract factories located in 11 countries.

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Changes in the U.S. government's import and export policies, including trade restrictions, sanctions and countersanctions, increased tariffs or quotas, embargoes, safeguards or customs restrictions, could require us to change the way we conduct business and adversely affect our results of operations.

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place.

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operations and negatively impact our reputation.

Moreover, the regulation of certain transactions we engage in, including those involving non-fungible tokens ("NFTs") and cryptocurrencies, remains in an early stage and subject to significant uncertainty.

As a result, we are required to exercise our judgment as to whether or how certain laws or regulations apply, or may in the future apply, and it is possible that legislators, regulators and courts may disagree with our conclusions.

In addition, new products we offer, such as NFTs, may raise various novel intellectual property law considerations, including adequacy and scope of assignment, licensing, transfer, copyright and other right-of-use issues.

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pandemic by the World Health Organization.

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

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We may not be successful

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profits, as well as reputational damage.

NIKE is supplied by 191 footwear factories located in 14 countries.

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This includes, for example, the effect of Brexit, including implementation of the legal and regulatory framework that applies to the United Kingdom and its relationship with the European Union and other countries, as well as new and proposed changes affecting tax laws and trade policy in the United States and elsewhere as further described below under *“We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities or increased volatility in our effective tax rate”* and *“Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with such regulations may have a material adverse effect on our reputation, business, financial condition and results of operations.”* Changes in the U.S. presidential administration's import and export policies, including trade restrictions, increased tariffs or quotas, embargoes, safeguards or customs restrictions, could require us to change the way we conduct business and adversely affect our results of operations.

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materials, our ability to import products, our ability to sell products in international markets and our cost of doing business.

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applicable final determinations are made.

Swoosh, LLC is controlled by Mr. Knight's son and NIKE director, Travis Knight.

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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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We sell our products through [added: NIKE Direct operations, which is comprised of both] NIKE-owned retail stores and [added: sales] through [added: our] digital platforms [removed: (which we refer] [added: (also referred] to [removed: collectively] as [removed: our “NIKE Direct” operations),] [added: "NIKE Brand Digital"),] to retail accounts and to a mix of independent distributors, licensees and sales representatives in virtually all countries around the world.

[removed: Third,] [added: Additionally,] we [removed: will unify investments] [added: have aligned our product creation and category organizations around a new consumer construct focused on Men’s, Women’s and Kids’ and continue to invest] in data and analytics, demand sensing, insight gathering, inventory management and other areas [removed: against] [added: to create] an end-to-end technology [removed: foundation to] [added: foundation, which we expect will further] accelerate our digital transformation.

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

COVID-19 [added: AND MARKET DYNAMICS] UPDATE

[removed: Throughout fiscal 2021, the] [added: The] COVID-19 pandemic [removed: impacted] [added: and its impacts on the global supply chain created volatility in] our [added: fiscal 2022] business results and operations globally.

Despite [removed: the disruption caused by the pandemic,] [added: these challenges,] we achieved record Revenues for fiscal [removed: 2021,] [added: 2022,] which increased [removed: 19% to $44.5 billion,] [added: 5%] compared to the prior fiscal [removed: year,] [added: year] with gross margin expansion of [removed: 140] [added: 120] basis points.

FISCAL [removed: 2021] [added: 2022] OVERVIEW

The NIKE Brand, which represents over 90% of NIKE, Inc. Revenues, [removed: experienced growth of 19%, up 17%] [added: increased 5% and 6%] on a [added: reported and] currency-neutral basis, [removed: driven by increases across all geographies.][added: respectively, compared to fiscal 2021.]

Revenues for Converse increased [removed: 19%] [added: 6%] and [removed: 16%,] [added: 7%,] on a reported and currency-neutral basis, respectively, led by [removed: strong] double-digit growth in [removed: digital.][added: our direct to consumer business, partially offset by lower wholesale revenues.]

Income [removed: (loss)] before income taxes [removed: increased 131%] [added: remained flat] for fiscal [removed: 2021, primarily due to] [added: 2022, as] higher [removed: revenues,] [added: revenues and] gross margin expansion [removed: and] [added: were offset by higher] selling and administrative [removed: expense leverage.][added: expense.]

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

Operating overhead expense increased primarily due to [removed: an increase in] [added: higher] strategic technology [removed: investments, higher] [added: investments as well as increases in wage-related expenses and] NIKE Direct variable [removed: costs and $255 million in restructuring-related costs, partially offset by lower bad debt expense and travel and related expenses.][added: costs.]

ROIC as of May 31, [removed: 2021,] [added: 2022] was [removed: 48.8%] [added: 46.5%] compared to [removed: 21.5%] [added: 48.8%] as of May 31, [removed: 2020.][added: 2021.]

However, [added: over time] we expect the future operating model to have a favorable impact on our overall profitability as we reduce selling and administrative expenses, as well as lessen exposure to foreign exchange rate volatility.

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

For discussion related to the results of operations and changes in financial condition for fiscal [removed: 2020] [added: 2021] compared to fiscal [removed: 2019] [added: 2020] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2020] [added: 2021] Form 10-K, which was filed with the United States Securities and Exchange Commission on July [removed: 24, 2020.][added: 20, 2021.]

[removed: 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 trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations.

[removed: EBIT Margin][added: | *EBIT margin(1)* | | | *14.7* | | *%* | | | | *15.5* | | *%* | | | | | | | | | | *8.0* | | *%* | | | | | | |]

[added: EBIT Margin] is calculated as EBIT divided by total [removed: NIKE] [added: NIKE,] Inc. Revenues.

However, references to wholesale equivalent revenues, currency-neutral revenues, [removed: ROIC] [added: ROIC, EBIT] and EBIT [added: margin] 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.

Our ROIC calculation as of May 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] is as follows:

| *(Dollars in millions)* | | | MAY 31, [removed: 2021] [added: 2022] | | | MAY 31, [removed: 2020] [added: 2021] | | |

| [removed: Net income] [added: NET INCOME] | | | [removed: $] [added: $] | [removed: 5,727] [added: 6,046] | | [removed: $] [added: $] | [removed: 2,539] [added: 5,727] | | [added: 6 | | % | $ | 2,539 | | 126 | | % |]

| Add: Interest expense (income), net | | | [removed: 262] [added: 205] | | | [removed: 89] [added: 262] | | |

| Add: Income tax expense | | | [removed: 934] [added: 605] | | | [removed: 348] [added: 934] | | |

| Earnings before interest and taxes | | | [removed: 6,923] [added: 6,856] | | | [removed: 2,976] [added: 6,923] | | |

| Income tax adjustment(1) | | | [removed: (970)] [added: (624)] | | | [removed: (352)] [added: (970)] | | |

| Earnings before interest and after taxes | | | $ | [removed: 5,953] [added: 6,232] | | $ | [removed: 2,624] [added: 5,953] | |

| | | | MAY 31, [removed: 2021] [added: 2022] | | | MAY 31, [removed: 2020] [added: 2021] | | |

| Total [removed: debt(2),(3)] [added: debt(2)] | | | $ | [removed: 12,890] [added: 12,722] | | $ | [removed: 8,022] [added: 12,890] | |

| Add: Shareholders' equity | | | [removed: 10,523] [added: 14,425] | | | [removed: 8,938] [added: 10,523] | | |

| Less: Cash and equivalents and Short-term investments | | | [removed: 11,217] [added: 13,748] | | | [removed: 4,756] [added: 11,217] | | |

| Total invested capital | | | $ | [removed: 12,196] [added: 13,399] | | $ | [removed: 12,204] [added: 12,196] | |

| RETURN ON INVESTED CAPITAL | | | [removed: 48.8] [added: 46.5] | | % | [removed: 21.5] [added: 48.8] | | % |

| *(Dollars in millions, except per share data)* | | | FISCAL [removed: 2021] [added: 2022] | | | FISCAL [removed: 2020] [added: 2021] | | | % CHANGE | | | FISCAL [removed: 2019] [added: 2020] | | | % CHANGE | | |

| Revenues | | | $ | [removed: 44,538] [added: 46,710] | | $ | [removed: 37,403] [added: 44,538] | | [removed: 19] [added: 5] | | % | $ | [removed: 39,117] [added: 37,403] | | [removed: \-4] [added: 19] | | % |

| Cost of sales | | | [removed: 24,576] [added: 25,231] | | | [removed: 21,162] [added: 24,576] | | | [removed: 16] [added: 3] | | % | [removed: 21,643] [added: 21,162] | | | [removed: \-2] [added: 16] | | % |

| Gross profit | | | [removed: 19,962] [added: 21,479] | | | [removed: 16,241] [added: 19,962] | | | [removed: 23] [added: 8] | | % | [removed: 17,474] [added: 16,241] | | | [removed: \-7] [added: 23] | | % |

| *Gross margin* | | | [removed: *44.8*] [added: *46.0*] | | *%* | [removed: *43.4*] [added: *44.8*] | | *%* | | | | [removed: *44.7*] [added: *43.4*] | | *%* | | | |

Through the Consumer Direct Acceleration, we are focusing on creating the marketplace of the future through more premium, consistent and seamless consumer experiences, leading with digital and our owned stores, as well as select wholesale partners that share our marketplace vision.

Over the last several years, as we have executed against the Consumer Direct Acceleration, we have grown our NIKE Direct business to be approximately 42% of total NIKE Brand revenues for fiscal 2022, and we have reduced the number of wholesale accounts globally.

During fiscal 2021, we substantially completed a series of leadership and operating model changes to streamline and speed up the strategic execution of the Consumer Direct Acceleration.

For fiscal 2022, we recognized an immaterial amount of related employee termination costs and, to a lesser extent, stock-based compensation expense.

Our NIKE Direct business continued its momentum, growing 14% and 15% on a reported and currency-neutral basis, respectively, led by North America, APLA and EMEA, partially offset by declines in Greater China due to a COVID-19 resurgence in the third and fourth quarters of fiscal 2022 as well as marketplace dynamics.

During fiscal 2022, nearly all of our owned stores remained open across North America, EMEA and APLA.

In Greater China however, due to a COVID-19 resurgence, we experienced a higher level of temporary store closures, with some operating on reduced hours, as well as lower physical traffic compared to pre-pandemic levels.

During the first quarter of fiscal 2022, the majority of NIKE Brand and Converse contract manufacturers in Vietnam and Indonesia were subject to government mandated shutdowns due to COVID-19.

As a result of these closures, we lost approximately three months of production, impacting available product supply throughout fiscal 2022.

Globally, nearly all of our supplier base is currently operational without restrictions and with factory production exceeding pre-closure production levels.

In addition, our supply of available inventory continued to be impacted in the fourth quarter of fiscal 2022 as extended inventory transit times drove elevated levels of in-transit inventory.

These supply chain impacts and a COVID-19 resurgence in Greater China, combined with other factors, caused Inventories to grow to $8.4 billion, an increase of 23% compared to fiscal 2021.

We also experienced elevated transportation, logistics and fulfillment costs as a result of this dynamic environment, which partially offset gross margin expansion in fiscal 2022.

Inventory transit times as well as logistics and fulfillment costs are expected to remain elevated.

We also expect product costs to remain elevated due to higher input costs.

In the first quarter of fiscal 2023, we expect gross margin could be negatively impacted by increased promotional activity to sell seasonal product arriving late due to the combination of temporary factory closures at the beginning of fiscal 2022 and continued elevated transit times.

To mitigate the impact across our business, our teams are continuing to leverage our operational playbook and taking actions where we can, including balancing inventory across our geographies, pricing actions and employing a seasonless approach to products.

Despite these short-term dynamics, we believe our Consumer Direct Acceleration strategy continues to drive our business towards our long-term financial goals.

During fiscal 2022, we continued to invest in our digital transformation and brand campaigns as the world returned to sport, and we expect to maintain our multi-year investment plans in order to transform our business of the future.

2022 FORM 10-K 28

We expect the operating environment could remain volatile in fiscal 2023 as there remains risk that COVID-19 variants may continue to cause disruption to our operations and could have a material adverse impact on future revenue growth as well as overall profitability.

For more information refer to Item 1A.

Risk Factors, within Part I, Item 1.

Business.

In fiscal 2022, NIKE, Inc. achieved record Revenues of $46.7 billion, which increased 5% and 6% on a reported and currency-neutral basis, respectively, driven by higher revenues in EMEA, North America and APLA, partially offset by declines in Greater China.

NIKE Direct grew 14% and 15%, on a reported and currency-neutral basis, respectively, driven by an increase of 18% in NIKE Brand Digital, as growth in North America, APLA and EMEA was partially offset by a decline in Greater China.

Wholesale revenues declined 1% as declines in North America and Greater China were partially offset by growth in EMEA and APLA.

NIKE, Inc. gross margin increased 120 basis points, led by margin expansion in our NIKE Direct business, a higher mix of full-price sales and favorable changes in net foreign currency exchange rates, including hedges, partially offset by elevated freight and logistics costs and higher inventory obsolescence reserves primarily recognized in Greater China in the fourth quarter of fiscal 2022.

This activity was partially offset by higher restructuring-related costs in the prior year related to our organizational realignment.

Demand creation expense increased primarily due to normalization of spend against brand campaigns and continued investments in digital marketing to support heightened digital demand.

During the fourth quarter of fiscal 2022, we entered into separate definitive agreements to sell our legal entities in Argentina and Uruguay as well as our legal entity in Chile to third-party distributors.

The assets and liabilities of these entities will remain classified as held-for-sale on our Consolidated Balance Sheets until the transactions close, which is expected to occur prior to the end of the third quarter of fiscal 2023.

Economic sanctions imposed on Russia during the fourth quarter of fiscal 2022, impacted our local business and a reduction in the Ruble liquidity affected our ability to manage operational impact and related foreign currency risk.

As a result, we deconsolidated our Russian legal entities, the net revenues of which were less than one percent of consolidated net Revenues for fiscal 2021.

The deconsolidation of our Russian legal entities resulted in a one-time, pre-tax charge of $96 million recognized within Other (income) expense, net, classified within Corporate.

Subsequent to the end of fiscal 2022, we made the decision to leave the Russian marketplace.

Additionally, currency-neutral revenues are calculated

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Since fiscal 2018, through the Consumer Direct Offense and our Triple Double strategy, we have focused on doubling the impact of innovation, increasing our speed and agility to market and growing our direct connections with consumers.

In June 2020, we announced a new digitally empowered phase of the Consumer Direct Offense strategy: Consumer Direct Acceleration.

This strategic acceleration will focus on three specific areas.

First, creating the marketplace of the future through more premium, consistent and seamless consumer experiences that more closely align with what consumers want and need.

This strategy will lead with NIKE Digital and our owned stores, as well as through select strategic partners who share our marketplace vision.

Second, 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 offense to accelerate our largest growth opportunities.

In particular, we expect to reinvest in our Women’s and Kids’ businesses and also simplify our operating model across the remainder of the Company to optimize effectiveness.

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

- High single-digit to low double-digit revenue growth;

- 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;

- Mid to high teens diluted earnings per share growth;

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

- Annual capital expenditures at roughly 3% of Revenues.

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

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.

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

We continue to monitor the rapidly evolving 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.

In these circumstances, there may be developments outside our control requiring us to adjust our operating plan.

There remains risk that COVID-19 could have material adverse impacts on our future revenue growth as well as our overall profitability and may lead to higher than normal inventory levels in various markets, 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 our jurisdictions.

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

NIKE Direct grew 30% on a currency-neutral basis, driven by 60% growth in digital, with all geographies growing strong double digits, while wholesale revenues grew 10%.

NIKE, Inc. gross margin increased 140 basis points primarily due to annualizing the impacts of COVID-19 including lower factory cancellation charges, lower inventory obsolescence reserves as well as the favorable rate impact of fixed supply chain costs on a higher volume of wholesale shipments.

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

Demand creation expense decreased primarily due to lower marketing and advertising expenses for our brand events and retail operations, as well as lower sports marketing expenses as sporting events were postponed due to COVID-19.

These decreases were partially offset by higher digital marketing investments.

During fiscal 2020, we entered into definitive agreements to sell our NIKE Brand businesses in Brazil, Argentina, Chile and Uruguay and to shift to a distributor operating model.

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.

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*(3)The Company adopted Accounting Standards Codification No. 842, Leases, on June 1, 2019.

For comparability, total debt for each quarter prior to adoption includes approximately $3.2 billion, which represents the current and long-term portion of the Company's operating lease liabilities as of June 1, 2019.*

The majority of derivatives outstanding as of May 31, [removed: 2021,] [added: 2022,] are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, British Pound/Euro, Chinese Yuan/U.S. [removed: Dollar] [added: Dollar,] and Japanese Yen/U.S. Dollar currency pairs.

The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was [removed: $92] [added: $99] million and [removed: $48] [added: $92] million as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

The VaR increased year-over-year as a result of an increase in foreign currency volatilities as of May 31, [removed: 2021.][added: 2022.]

The average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was [removed: $184] [added: $170] million and [removed: $126] [added: $184] million during fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020,] [added: 2021,] respectively.

| *(Dollars in millions)* | | | [removed: 2022 | | |] 2023 | | | 2024 | | | 2025 | | | 2026 | | | [added: 2027 | | |] THEREAFTER | | | TOTAL | | | FAIR VALUE | | |

| Principal payments | | | $ | [removed: — | | $ |] 500 | | $ | — | | $ | 1,000 | | $ | — | | $ | [removed: 8,000] [added: 2,000] | | $ | [added: 6,000 | | $ |] 9,500 | | $ | [removed: 10,275] [added: 8,933] | |

| Average interest rate | | | [removed: 0.0 | | % |] 2.3 | | % | 0.0 | | % | 2.4 | | % | 0.0 | | % | [removed: 3.1] [added: 2.6] | | % | [added: 3.3 | | % |] 3.0 | | % | | | |

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We sell our products [removed: directly to consumers] through [added: NIKE Direct operations, which are comprised of both] NIKE-owned retail stores and [added: sales through our] digital platforms [removed: (which we refer] [added: (also referred] to [removed: collectively] as [removed: our “NIKE Direct” operations) and] [added: "NIKE Brand Digital"),] to retail accounts and [added: to] a mix of independent distributors, licensees and sales representatives in virtually all countries around the world.

Nearly all footwear and apparel products are [removed: produced] [added: manufactured] outside the United States, while equipment products are [removed: produced] [added: manufactured] both in the United States and abroad.

[removed: In June 2020, we announced that we will align our] [added: Our NIKE Brand] product [removed: creation and category organizations] [added: offerings are aligned] around [removed: a new] [added: our] consumer construct focused on Men’s, Women’s and [removed: Kids'.][added: Kids’.]

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

[removed: Sportswear, the] [added: Our Men’s, Women’s and] Jordan Brand [removed: and Running are] [added: footwear products] currently [removed: our top-selling] [added: lead in] footwear [removed: categories,] [added: sales] and we expect them to continue to [removed: lead in footwear sales.][added: do so.]

We also sell sports [removed: apparel covering the above-mentioned categories,] [added: apparel,] which [removed: feature] [added: features] the same trademarks and are sold predominantly through the same marketing and distribution channels as athletic footwear.

Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused on basketball [added: performance and culture] using the Jumpman trademark.

We also offer interactive consumer services and experiences [added: as well as digital products] 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.

Historically, revenues in the first and fourth fiscal quarters have slightly exceeded those in the second and third [added: fiscal] quarters.

For fiscal [removed: 2021,] [added: 2022,] NIKE Brand and Converse sales in the United States accounted for approximately [removed: 39%] [added: 40%] of total revenues, compared to 39% [removed: and 41%] for [added: both] fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019, respectively.][added: 2020.]

During fiscal [removed: 2021,] [added: 2022,] our three largest United States customers accounted for approximately [removed: 24%] [added: 22%] of sales in the United States.

| NIKE Brand factory stores | | | [removed: 204] [added: 209] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 30] [added: 48] | | |

| Converse stores (including factory stores) | | | [removed: 91] [added: 87] | | |

In the United States, NIKE has [removed: seven] [added: eight] significant distribution centers.

[removed: Four] [added: Five] are located in [added: or near] Memphis, Tennessee, two of which are owned and [removed: two] [added: three] of which are leased.

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

There are other smaller distribution facilities located in various parts of the United States, some of which are leased or operated by [removed: third-parties.][added: third parties.]

For fiscal [removed: 2021,] [added: 2022,] non-U.S. NIKE Brand and Converse sales accounted for approximately [removed: 61%] [added: 60%] of total revenues, compared to 61% [removed: and 59%] for fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019, respectively.][added: 2020.]

We sell to thousands of retail accounts and ship products from [removed: 70] [added: 72] distribution centers outside of the United States.

During fiscal [removed: 2021,] [added: 2022,] NIKE's three largest customers outside of the United States accounted for approximately [removed: 15%] [added: 14%] of total non-U.S. sales.

| NIKE Brand factory stores | | | [removed: 618] [added: 597] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 46] [added: 47] | | |

| Converse stores (including factory stores) | | | [removed: 59] [added: 58] | | |

No customer accounted for 10% or more of our consolidated net Revenues during fiscal [removed: 2021.][added: 2022.]

Technical innovation in the design and manufacturing process of footwear, apparel and athletic equipment receives continued emphasis as we strive to produce products that help to enhance athletic performance, reduce injury and maximize comfort, while [removed: reducing waste.][added: decreasing our environmental impact.]

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 certain designs, materials and concepts for product and [removed: manufacturing] [added: manufacturing, design and other] process improvements and compliance with product safety regulations around the world.

The proliferation of [removed: NIKE] [added: Nike] Air, Zoom, [added: Nike] Free, Flywire, Dri-Fit, Flyknit, [removed: Flyweave,] FlyEase, ZoomX, Air Max, [added: Nike] React and [added: Nike] Adapt technologies, among others, typifies our dedication to designing innovative products.

Virtually all of our footwear [removed: is] [added: and apparel products are] manufactured outside [removed: of] the United States by [removed: over 15] independent [added: manufacturers with whom we] contract [removed: manufacturers, which often] [added: and refer to as “contract manufacturers.” Many of these contract manufacturers] operate multiple [added: finished goods contract] factories.

The largest single footwear [added: contract] factory accounted for approximately [removed: 9%] [added: 8%] of total fiscal [removed: 2021] [added: 2022] NIKE Brand footwear production.

For fiscal [removed: 2021,] [added: 2022,] contract factories in Vietnam, Indonesia and China manufactured approximately [removed: 51%, 24%] [added: 44%, 30%] and [removed: 21%] [added: 20%] of total NIKE Brand footwear, respectively.

For fiscal [removed: 2021,] [added: 2022,] four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately [removed: 61%] [added: 58%] of NIKE Brand footwear production.

The largest single apparel [added: contract] factory accounted for approximately [removed: 8%] [added: 10%] of total fiscal [removed: 2021] [added: 2022] NIKE Brand apparel production.

For fiscal [removed: 2021,] [added: 2022,] contract factories in Vietnam, China and Cambodia [removed: produced] [added: manufactured] approximately [removed: 30%, 19%] [added: 26%, 20%] and [removed: 12%] [added: 16%] of total NIKE Brand apparel, respectively.

For fiscal [removed: 2021,] [added: 2022,] two apparel contract manufacturers each accounted for more than 10% of apparel production, and the top five contract manufacturers in the aggregate accounted for approximately [removed: 51%] [added: 54%] of NIKE Brand apparel production.

The principal materials used in our footwear products are natural and synthetic rubber, plastic compounds, foam cushioning materials, natural and synthetic leather, nylon, polyester and [removed: canvas,] [added: natural fiber textiles,] as well as polyurethane films used to make NIKE Air-Sole cushioning components.

During fiscal [removed: 2021,] [added: 2022,] Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St. Charles, Missouri, as well as [removed: independent contractors] [added: contract manufacturers] in China and Vietnam, were our suppliers of [removed: materials and] [added: NIKE Air-Sole] cushioning components used in footwear.

[removed: NIKE's independent contractors and suppliers] [added: NIKE’s contract manufacturers] buy raw materials for the manufacturing of our footwear, apparel and equipment products.

Most raw materials are available and purchased by those [removed: independent contractors and suppliers] [added: contract manufacturers] in the countries where manufacturing takes place.

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 tensions, instability, conflicts, nationalism and [removed: terrorism.][added: terrorism, and resulting sanctions and other measures imposed in response to such issues.]

Information contained on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

All references to fiscal 2022, 2021, 2020 and 2019 are to NIKE, Inc.'s fiscal years ended May 31, 2022, 2021, 2020 and 2019, respectively.

Any references to other fiscal years refer to a fiscal year ending on May 31 of that year.

We also design products specifically for the Jordan Brand and Converse.

Our Men’s and Women’s apparel products currently lead in apparel sales and we expect them to continue to do so.

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OUR MARKETS

| TOTAL | | | 344 | | |

2022 FORM 10-K 2

| TOTAL | | | 702 | | |

We are also supplied, primarily indirectly, by a number of materials, or “Tier 2,” suppliers, who provide the principal materials used in footwear and apparel finished goods products.

As of May 31, 2022, we had 139 strategic Tier 2 suppliers.

2022 FORM 10-K 3

As of May 31, 2022, we were supplied by 120 finished goods footwear contract factories located in 11 countries.

As of May 31, 2022, we were supplied by 279 finished goods apparel contract factories located in 33 countries.

In fiscal 2022, COVID-19 had impacts throughout our supply chain, including loss of production as well as production and transportation delays.

However, COVID-19 has not materially impacted the number or concentration of finished goods factories, contract manufacturers, or Tier 2 suppliers in countries where we source footwear and apparel products.

Despite competition for certain materials during fiscal 2022, contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products.

Risk Factors, for additional discussion of the impact of COVID-19 and sourcing risks on our business.

2022 FORM 10-K 4

legitimate and core concerns, (ii) is consistent with international trade rules and (iii) reflects and considers domestic economies and the important role they may play in the global economic community.

Refer to Item 1A.

Risk Factors for additional information on risks relating to our international operations.

Refer to Item 1A.

2022 FORM 10-K 5

The focus of this investment continues to be inspiring kids to be active through play and sport as well as uniting and inspiring communities to create a better and more equitable future for all.

2022 FORM 10-K 6

organizations, colleges and universities that serve diverse populations.

- We provide comprehensive family care benefits in the U.S. and globally where practicable, including family planning coverage, backup care and child/elder care assistance as well as an income-based childcare subsidy for eligible employees.

We have continued to follow and communicate guidance provided by the Centers for Disease Control and Prevention (CDC) and local public health authorities, as well as mandates set by state and local law as a part of our continued response and focus on mitigating the spread of COVID-19.

We developed a comprehensive risk assessment, infection control plans, and employee education campaigns.

Our robust health and safety measures have included staffing a team of fully dedicated contact tracers, sourcing and distributing over 1 million NIKE face coverings to teammates worldwide, facilitating access to COVID-19 testing, and offering on-site vaccination clinics in collaboration with local public health agencies.

As the pandemic continues, we continue to strongly encourage that all employees become fully vaccinated.

2022 FORM 10-K 7

|  | | | | | | | | | Ann M. Miller, Executive Vice President, Chief Legal Officer — Ms. Miller, 48, joined NIKE in 2007 and serves as EVP, Chief Legal Officer for NIKE, Inc. In her capacity as Chief Legal Officer, she oversees all legal, compliance, government & public affairs, social community impact, security, resilience and investigation matters of the Company. For the past six years, she served as Vice President, Corporate Secretary and Chief Ethics & Compliance Officer. She previously served as Converse's General Counsel, and brings more than 20 years of legal and business expertise to her role. Prior to joining NIKE, Ms. Miller worked at the law firm Sullivan & Cromwell. | | |

2022 FORM 10-K 8

We focus our NIKE Brand product offerings in six key categories: Running, NIKE Basketball, the Jordan Brand, Football (Soccer), Training and Sportswear (our sports-inspired lifestyle products).

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

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

2021 FORM 10-K 1

| TOTAL | | | 325 | | |

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Ontario, California, which is leased.

| TOTAL | | | 723 | | |

We are supplied by 191 footwear factories located in 14 countries.

We also have manufacturing agreements with independent contract manufacturers in Argentina and India to manufacture footwear for sale primarily within those countries.

2021 FORM 10-K 3

We are supplied by 344 apparel factories located in 33 countries.

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

Air Manufacturing Innovation also manufactures and sells small amounts of various other plastic products to other manufacturers.

NIKE's independent contractors and suppliers have thus far experienced little difficulty in satisfying raw material requirements for the production of our products.

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

In fiscal 2021, we elevated our DE&I team to sit at the heart of NIKE’s People and Culture Strategy and combined our Talent and Diversity & Inclusion teams under a single leader.

2021 FORM 10-K 6

- We provide comprehensive family care benefits in the U.S. and globally where practicable.

- As part of our continued commitment to support our teammates through pay and benefits, we introduced the following new and enhanced employee programs in fiscal 2021:

◦We enhanced our family care program through additional leaves, backup care and child/elder care assistance, and we introduced an income-based childcare subsidy, expanding childcare support to employees beyond those at WHQ.

◦We enhanced U.S. mental health care coverage.

Some of the ways NIKE responded during the pandemic to support employees include:

- Throughout the pandemic NIKE has provided pay continuity for our retail, Air Manufacturing Innovation and distribution center employees—employees who were particularly affected by closures and reduced hours in fiscal 2020 and fiscal 2021.

We have also taken precautions to provide a safe working environment, encouraging and supporting work-from-home whenever possible and instituting protective policies and procedures for when remote work is not possible.

- We provided a two-to-one match for all employee donations to community organizations providing COVID relief and support anywhere in the world.

- As part of our holistic approach to support our employees in their wellness journey during quarantine mandates, we offered NTC Premium, the NIKE Training Club’s subscription-based service, for free to our employees globally.

- In addition to our existing EAP, we enhanced mental healthcare to include virtual care, access to insomnia and anxiety apps and increased EAP support.

- We also supported certain eligible employees who work from home due to COVID-19 health and safety measures by providing them with select technology and ergonomic products through a NIKE-exclusive portal.

Information contained on or accessible through our websites is not incorporated

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|  | | | | | | | | | Hilary K. Krane, Executive Vice President, Chief Administrative Officer and General Counsel — Ms. Krane, 57, joined NIKE as Vice President and General Counsel in 2010. In 2011, her responsibilities expanded, and she became Vice President, General Counsel and Corporate Affairs. Ms. Krane was appointed Executive Vice President, Chief Administrative Officer and General Counsel in 2013. Prior to joining NIKE, Ms. Krane was General Counsel and Senior Vice President for Corporate Affairs at Levi Strauss & Co. from 2006 to 2010. From 1996 to 2006, she was a Partner and Assistant General Counsel at PricewaterhouseCoopers LLP. | | |

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[removed: There] [added: We do not believe there] are [removed: no] [added: any] material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or of which any of our property is the subject.

Refer to Note 18 — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for further information.

FOR THE FISCAL YEAR ENDED [removed: May] [added: MAY] 31, [removed: 2021][added: 2022]

[removed: ][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. | | | | | | | | | | | | | | | | | | | | | | | | [removed: þ] [added: ☑] | | | | | | | | |

| As of November 30, [removed: 2020,] [added: 2021,] the aggregate market values of the Registrant's Common Stock held by non-affiliates were: | | | | | |

| As of July [removed: 9, 2021,] [added: 8, 2022,] the number of shares of the Registrant's Common Stock outstanding were: | | | | | |

Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on [removed: October 6, 2021,] [added: September 9, 2022,] are incorporated by reference into Part III of this Report.

| [ITEM [removed: 1.](#ibe46f16d2db0431aa4fa39b5b30b6f15_13)] [added: 1.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_13)] | | | [removed: [Business](#ibe46f16d2db0431aa4fa39b5b30b6f15_13)] [added: [Business](#i46e4e3c717064a3ca53a7fe9eaaaeca4_13)] | | | [removed: [1](#ibe46f16d2db0431aa4fa39b5b30b6f15_13)] [added: [1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_13)] | | |

| | | | [Sales and [removed: Marketing](#ibe46f16d2db0431aa4fa39b5b30b6f15_22)] [added: Marketing](#i46e4e3c717064a3ca53a7fe9eaaaeca4_22)] | | | [removed: [2](#ibe46f16d2db0431aa4fa39b5b30b6f15_22)] [added: [2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_22)] | | |

| | | | [Significant [removed: Customer](#ibe46f16d2db0431aa4fa39b5b30b6f15_31)] [added: Customer](#i46e4e3c717064a3ca53a7fe9eaaaeca4_31)] | | | [removed: [3](#ibe46f16d2db0431aa4fa39b5b30b6f15_31)] [added: [3](#i46e4e3c717064a3ca53a7fe9eaaaeca4_31)] | | |

| | | | [Product Research, Design and [removed: Development](#ibe46f16d2db0431aa4fa39b5b30b6f15_34)] [added: Development](#i46e4e3c717064a3ca53a7fe9eaaaeca4_34)] | | | [removed: [3](#ibe46f16d2db0431aa4fa39b5b30b6f15_34)] [added: [3](#i46e4e3c717064a3ca53a7fe9eaaaeca4_34)] | | |

| | | | [International Operations and [removed: Trade](#ibe46f16d2db0431aa4fa39b5b30b6f15_40)] [added: Trade](#i46e4e3c717064a3ca53a7fe9eaaaeca4_40)] | | | [removed: [4](#ibe46f16d2db0431aa4fa39b5b30b6f15_40)] [added: [4](#i46e4e3c717064a3ca53a7fe9eaaaeca4_40)] | | |

| | | | [Trademarks and [removed: Patents](#ibe46f16d2db0431aa4fa39b5b30b6f15_46)] [added: Patents](#i46e4e3c717064a3ca53a7fe9eaaaeca4_46)] | | | [removed: [5](#ibe46f16d2db0431aa4fa39b5b30b6f15_46)] [added: [5](#i46e4e3c717064a3ca53a7fe9eaaaeca4_46)] | | |

| | | | [Human Capital [removed: Resources](#ibe46f16d2db0431aa4fa39b5b30b6f15_49)] [added: Resources](#i46e4e3c717064a3ca53a7fe9eaaaeca4_49)] | | | [removed: [5](#ibe46f16d2db0431aa4fa39b5b30b6f15_49)] [added: [6](#i46e4e3c717064a3ca53a7fe9eaaaeca4_49)] | | |

| | | | [Information about our Executive [removed: Officers](#ibe46f16d2db0431aa4fa39b5b30b6f15_52)] [added: Officers](#i46e4e3c717064a3ca53a7fe9eaaaeca4_52)] | | | [removed: [9](#ibe46f16d2db0431aa4fa39b5b30b6f15_52)] [added: [8](#i46e4e3c717064a3ca53a7fe9eaaaeca4_52)] | | |

| [ITEM [removed: 1A.](#ibe46f16d2db0431aa4fa39b5b30b6f15_55)] [added: 1A.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_55)] | | | [Risk [removed: Factors](#ibe46f16d2db0431aa4fa39b5b30b6f15_55)] [added: Factors](#i46e4e3c717064a3ca53a7fe9eaaaeca4_55)] | | | [removed: [10](#ibe46f16d2db0431aa4fa39b5b30b6f15_55)] [added: [9](#i46e4e3c717064a3ca53a7fe9eaaaeca4_55)] | | |

| [ITEM [removed: 1B.](#ibe46f16d2db0431aa4fa39b5b30b6f15_58)] [added: 1B.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_58)] | | | [Unresolved Staff [removed: Comments](#ibe46f16d2db0431aa4fa39b5b30b6f15_58)] [added: Comments](#i46e4e3c717064a3ca53a7fe9eaaaeca4_58)] | | | [removed: [24](#ibe46f16d2db0431aa4fa39b5b30b6f15_58)] [added: [24](#i46e4e3c717064a3ca53a7fe9eaaaeca4_58)] | | |

| [ITEM [removed: 2.](#ibe46f16d2db0431aa4fa39b5b30b6f15_61)] [added: 2.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_61)] | | | [removed: [Properties](#ibe46f16d2db0431aa4fa39b5b30b6f15_61)] [added: [Properties](#i46e4e3c717064a3ca53a7fe9eaaaeca4_61)] | | | [removed: [24](#ibe46f16d2db0431aa4fa39b5b30b6f15_61)] [added: [24](#i46e4e3c717064a3ca53a7fe9eaaaeca4_61)] | | |

| [ITEM [removed: 3.](#ibe46f16d2db0431aa4fa39b5b30b6f15_64)] [added: 3.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_64)] | | | [Legal [removed: Proceedings](#ibe46f16d2db0431aa4fa39b5b30b6f15_64)] [added: Proceedings](#i46e4e3c717064a3ca53a7fe9eaaaeca4_64)] | | | [removed: [24](#ibe46f16d2db0431aa4fa39b5b30b6f15_64)] [added: [24](#i46e4e3c717064a3ca53a7fe9eaaaeca4_64)] | | |

| [ITEM [removed: 4.](#ibe46f16d2db0431aa4fa39b5b30b6f15_67)] [added: 4.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_67)] | | | [Mine Safety [removed: Disclosures](#ibe46f16d2db0431aa4fa39b5b30b6f15_67)] [added: Disclosures](#i46e4e3c717064a3ca53a7fe9eaaaeca4_67)] | | | [removed: [24](#ibe46f16d2db0431aa4fa39b5b30b6f15_67)] [added: [24](#i46e4e3c717064a3ca53a7fe9eaaaeca4_67)] | | |

| [ITEM [removed: 5.](#ibe46f16d2db0431aa4fa39b5b30b6f15_73)] [added: 5.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_73)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibe46f16d2db0431aa4fa39b5b30b6f15_73)] [added: Securities](#i46e4e3c717064a3ca53a7fe9eaaaeca4_73)] | | | [removed: [25](#ibe46f16d2db0431aa4fa39b5b30b6f15_73)] [added: [25](#i46e4e3c717064a3ca53a7fe9eaaaeca4_73)] | | |

| [ITEM [removed: 6.](#ibe46f16d2db0431aa4fa39b5b30b6f15_76)] [added: 6.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_76)] | | | [Selected Financial [removed: Data](#ibe46f16d2db0431aa4fa39b5b30b6f15_76)] [added: Data](#i46e4e3c717064a3ca53a7fe9eaaaeca4_76)] | | | [removed: [27](#ibe46f16d2db0431aa4fa39b5b30b6f15_76)] [added: [27](#i46e4e3c717064a3ca53a7fe9eaaaeca4_76)] | | |

| [ITEM [removed: 7.](#ibe46f16d2db0431aa4fa39b5b30b6f15_79)] [added: 7.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_79)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibe46f16d2db0431aa4fa39b5b30b6f15_79)] [added: Operations](#i46e4e3c717064a3ca53a7fe9eaaaeca4_79)] | | | [removed: [28](#ibe46f16d2db0431aa4fa39b5b30b6f15_79)] [added: [28](#i46e4e3c717064a3ca53a7fe9eaaaeca4_79)] | | |

| [ITEM [removed: 7A.](#ibe46f16d2db0431aa4fa39b5b30b6f15_124)] [added: 7A.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_124)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ibe46f16d2db0431aa4fa39b5b30b6f15_124)] [added: Risk](#i46e4e3c717064a3ca53a7fe9eaaaeca4_124)] | | | [removed: [51](#ibe46f16d2db0431aa4fa39b5b30b6f15_124)] [added: [50](#i46e4e3c717064a3ca53a7fe9eaaaeca4_124)] | | |

| [ITEM [removed: 8.](#ibe46f16d2db0431aa4fa39b5b30b6f15_127)] [added: 8.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_127)] | | | [Financial Statements and Supplementary [removed: Data](#ibe46f16d2db0431aa4fa39b5b30b6f15_127)] [added: Data](#i46e4e3c717064a3ca53a7fe9eaaaeca4_127)] | | | [removed: [53](#ibe46f16d2db0431aa4fa39b5b30b6f15_127)] [added: [52](#i46e4e3c717064a3ca53a7fe9eaaaeca4_127)] | | |

| [ITEM [removed: 9.](#ibe46f16d2db0431aa4fa39b5b30b6f15_244)] [added: 9.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_223)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibe46f16d2db0431aa4fa39b5b30b6f15_244)] [added: Disclosure](#i46e4e3c717064a3ca53a7fe9eaaaeca4_223)] | | | [removed: [94](#ibe46f16d2db0431aa4fa39b5b30b6f15_244)] [added: [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_223)] | | |

| [ITEM [removed: 9A.](#ibe46f16d2db0431aa4fa39b5b30b6f15_247)] [added: 9A.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_226)] | | | [Controls and [removed: Procedures](#ibe46f16d2db0431aa4fa39b5b30b6f15_247)] [added: Procedures](#i46e4e3c717064a3ca53a7fe9eaaaeca4_226)] | | | [removed: [94](#ibe46f16d2db0431aa4fa39b5b30b6f15_247)] [added: [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_226)] | | |

| [ITEM [removed: 9B.](#ibe46f16d2db0431aa4fa39b5b30b6f15_250)] [added: 9B.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_229)] | | | [Other [removed: Information](#ibe46f16d2db0431aa4fa39b5b30b6f15_250)] [added: Information](#i46e4e3c717064a3ca53a7fe9eaaaeca4_229)] | | | [removed: [94](#ibe46f16d2db0431aa4fa39b5b30b6f15_250)] [added: [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_229)] | | |

| | | | [(Except for the information set forth under “Information about our Executive Officers” in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc. [removed: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_253)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_253)] [added: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)] [Annual Meeting of [removed: Shareholders.)](#ibe46f16d2db0431aa4fa39b5b30b6f15_253)] [added: Shareholders.)](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)] | | | | | |

| [ITEM [removed: 10.](#ibe46f16d2db0431aa4fa39b5b30b6f15_256)] [added: 10.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_235)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibe46f16d2db0431aa4fa39b5b30b6f15_256)] [added: Governance](#i46e4e3c717064a3ca53a7fe9eaaaeca4_235)] | | | [removed: [95](#ibe46f16d2db0431aa4fa39b5b30b6f15_256)] [added: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_235)] | | |

| [ITEM [removed: 11.](#ibe46f16d2db0431aa4fa39b5b30b6f15_259)] [added: 11.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_238)] | | | [Executive [removed: Compensation](#ibe46f16d2db0431aa4fa39b5b30b6f15_259)] [added: Compensation](#i46e4e3c717064a3ca53a7fe9eaaaeca4_238)] | | | [removed: [95](#ibe46f16d2db0431aa4fa39b5b30b6f15_259)] [added: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_238)] | | |

| [ITEM [removed: 12.](#ibe46f16d2db0431aa4fa39b5b30b6f15_262)] [added: 12.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_241)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibe46f16d2db0431aa4fa39b5b30b6f15_262)] [added: Matters](#i46e4e3c717064a3ca53a7fe9eaaaeca4_241)] | | | [removed: [95](#ibe46f16d2db0431aa4fa39b5b30b6f15_262)] [added: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_241)] | | |

| [ITEM [removed: 13.](#ibe46f16d2db0431aa4fa39b5b30b6f15_265)] [added: 13.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_244)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#ibe46f16d2db0431aa4fa39b5b30b6f15_265)] [added: Independence](#i46e4e3c717064a3ca53a7fe9eaaaeca4_244)] | | | [removed: [95](#ibe46f16d2db0431aa4fa39b5b30b6f15_265)] [added: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_244)] | | |

| [ITEM [removed: 14.](#ibe46f16d2db0431aa4fa39b5b30b6f15_268)] [added: 14.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_247)] | | | [Principal Accountant Fees and [removed: Services](#ibe46f16d2db0431aa4fa39b5b30b6f15_268)] [added: Services](#i46e4e3c717064a3ca53a7fe9eaaaeca4_247)] | | | [removed: [95](#ibe46f16d2db0431aa4fa39b5b30b6f15_268)] [added: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_247)] | | |

| [ITEM [removed: 15.](#ibe46f16d2db0431aa4fa39b5b30b6f15_274)] [added: 15.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_253)] | | | [Exhibits and Financial Statement [removed: Schedules](#ibe46f16d2db0431aa4fa39b5b30b6f15_274)] [added: Schedules](#i46e4e3c717064a3ca53a7fe9eaaaeca4_253)] | | | [removed: [96](#ibe46f16d2db0431aa4fa39b5b30b6f15_274)] [added: [95](#i46e4e3c717064a3ca53a7fe9eaaaeca4_253)] | | |

| [ITEM [removed: 16.](#ibe46f16d2db0431aa4fa39b5b30b6f15_280)] [added: 16.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_259)] | | | [Form 10-K [removed: Summary](#ibe46f16d2db0431aa4fa39b5b30b6f15_280)] [added: Summary](#i46e4e3c717064a3ca53a7fe9eaaaeca4_259)] | | | [removed: [100](#ibe46f16d2db0431aa4fa39b5b30b6f15_280)] [added: [99](#i46e4e3c717064a3ca53a7fe9eaaaeca4_259)] | | |

| Class A | | | $ | 12,101,887,328 | |

| Class B | | | 215,898,023,875 | | |

| | | | $ | 227,999,911,203 | |

| Class A | | | 304,903,252 | | |

| Class B | | | 1,263,652,653 | | |

| | | | 1,568,555,905 | | |

| [PART I](#i46e4e3c717064a3ca53a7fe9eaaaeca4_10) | | | | | | [1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_10) | | |

| | | | [General](#i46e4e3c717064a3ca53a7fe9eaaaeca4_16) | | | [1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_16) | | |

| | | | [Products](#i46e4e3c717064a3ca53a7fe9eaaaeca4_19) | | | [1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_19) | | |

| | | | [Our Markets](#i46e4e3c717064a3ca53a7fe9eaaaeca4_25) | | | [2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_25) | | |

| | | | [Manufacturing](#i46e4e3c717064a3ca53a7fe9eaaaeca4_37) | | | [3](#i46e4e3c717064a3ca53a7fe9eaaaeca4_37) | | |

| | | | [Competition](#i46e4e3c717064a3ca53a7fe9eaaaeca4_43) | | | [5](#i46e4e3c717064a3ca53a7fe9eaaaeca4_43) | | |

| [PART II](#i46e4e3c717064a3ca53a7fe9eaaaeca4_70) | | | | | | [25](#i46e4e3c717064a3ca53a7fe9eaaaeca4_70) | | |

| [ITEM 9C.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_6047313954949) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i46e4e3c717064a3ca53a7fe9eaaaeca4_6047313954949) | | | [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_6047313954949) | | |

| [PART III](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232) | | | | | | [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232) | | |

| [PART IV](#i46e4e3c717064a3ca53a7fe9eaaaeca4_250) | | | | | | [95](#i46e4e3c717064a3ca53a7fe9eaaaeca4_250) | | |

| | | | [Signatures](#i46e4e3c717064a3ca53a7fe9eaaaeca4_265) | | | [101](#i46e4e3c717064a3ca53a7fe9eaaaeca4_265) | | |

| 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) | | |

| | | | [United States Market](#ibe46f16d2db0431aa4fa39b5b30b6f15_25) | | | [2](#ibe46f16d2db0431aa4fa39b5b30b6f15_25) | | |

| | | | [International Markets](#ibe46f16d2db0431aa4fa39b5b30b6f15_28) | | | [3](#ibe46f16d2db0431aa4fa39b5b30b6f15_28) | | |

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

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

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

| [PART III](#ibe46f16d2db0431aa4fa39b5b30b6f15_253) | | | | | | [95](#ibe46f16d2db0431aa4fa39b5b30b6f15_253) | | |

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

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

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: 11,700] [added: 11,200] employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.

In the United States, NIKE has [removed: seven] [added: eight] significant distribution centers.

[removed: Four] [added: Five] are located in [added: or near] Memphis, Tennessee, two of which are owned and [removed: two] [added: three] of which are leased.

The most significant distribution facilities outside the United States are located in Laakdal, Belgium; Taicang, China; Tomisato, Japan and [removed: Incheon,] [added: Icheon,] Korea, all of which we own, as well as in Suzhou, China, which is leased and operated by a third-party logistics provider.

We lease approximately [removed: 1,043] [added: 1,041] retail stores worldwide, which primarily consist of factory stores.

2022 FORM 10-K 24

2021 FORM 10-K 24

At July [removed: 9, 2021,] [added: 8, 2022,] there were [removed: 22,745] [added: 22,214] holders of record of NIKE's Class B Common Stock and [removed: 14] [added: 15] holders of record of NIKE's Class A Common Stock.

As of May 31, [removed: 2021,] [added: 2022,] the Company had repurchased [removed: 50.0] [added: a total of 77.4] million shares at an average price of [removed: $93.33] [added: $111.98] per share for a total approximate cost of [removed: $4.7 billion.][added: $8.7 billion under this program.]

The following table presents a summary of share repurchases made during the quarter ended May 31, [removed: 2021:][added: 2022:]

The following graph demonstrates a five-year comparison of cumulative total returns for NIKE's Class B Common Stock; the Standard & Poor's 500 Stock Index; the [added: Dow Jones U.S. Footwear Index; and the] Standard & Poor's Apparel, Accessories & Luxury Goods [removed: Index; and the Dow Jones U.S. Footwear] Index.

The graph assumes an investment of $100 on May 31, [removed: 2016,] [added: 2017,] in each of the indices and our Class B Common Stock.

[removed: ][added: ]

The Dow Jones U.S. Footwear Index consists of NIKE, [added: Crocs Inc.,] Deckers Outdoor Corporation and Skechers U.S.A., 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.

The Standard & Poor's Apparel, Accessories & Luxury Goods Index consists of [removed: Hanesbrands Inc.,] PVH Corporation, Ralph Lauren Corporation, Tapestry, Inc., Under Armour, Inc. and V.F. Corporation.

In June 2022, the Board of Directors authorized a new four-year, $18 billion program to repurchase shares of the Company's Class B common stock.

The Company's new program will replace the current $15 billion share repurchase program, which will be terminated in fiscal 2023.

Repurchases under the Company's new program will be made in open market or privately negotiated transactions in compliance with the Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements and other relevant factors.

The new share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended at any time at the Company's discretion.

| March 1 — March 31, 2022 | | | 3,729,125 | | | $ | 129.76 | | $ | 6,915 | |

| April 1 — April 30, 2022 | | | 2,645,732 | | | $ | 129.85 | | $ | 6,571 | |

| May 1 — May 31, 2022 | | | 2,078,150 | | | $ | 112.74 | | $ | 6,337 | |

| | | | 8,453,007 | | | $ | 125.61 | | | | |

2022 FORM 10-K 25

2022 FORM 10-K 26

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 | | | | |

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Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2021.][added: 2022.]

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: 2021,] [added: 2022,] as stated in their report herein.

We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the “Company”) as of May 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of June 1, [removed: 2019 and the manner in which it accounts for revenue from contracts with customers and the manner in which it accounts for income taxes related to intra-entity transfers other than inventory as of June 1, 2018.][added: 2019.]

As described in Notes 1 and 9 to the consolidated financial statements, the Company recorded income tax expense of [removed: $934] [added: $605] million for the year ended May 31, [removed: 2021,] [added: 2022,] and has net deferred tax assets of [removed: $1,133] [added: $1,665] million, including a valuation allowance of [removed: $12] [added: $19] million, and total gross unrecognized tax benefits, excluding related interest and penalties, of [removed: $896] [added: $848] million as of May 31, [removed: 2021, $609] [added: 2022, $626] million of which would affect the Company's effective tax rate if recognized in future periods.

The Company is subject to taxation in the [removed: United States,] [added: U.S.,] as well as various state and foreign jurisdictions.

The principal considerations for our determination that performing procedures relating to the accounting for income taxes is a critical audit matter are [removed: the] [added: a] 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 [removed: regulations, including recent court rulings,] [added: regulations] as it relates to determining the provision for income taxes and [removed: other tax positions, and] (ii) management's assessment of [added: the] realizability of deferred tax assets, specifically [removed: around future taxable income, foreign tax credit utilization and] [added: related to] available tax planning strategies.

Addressing the [removed: matters] [added: matter] 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 [removed: the provision for] income [removed: taxes and other tax positions,] [added: taxes,] including controls over management's [removed: assessments] [added: assessment] 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 structure, evaluating changes in and compliance with tax laws, and testing [removed: management's tax calculations including] the [removed: Company's forecast] [added: calculation] of [removed: future taxable income,] [added: the provision of income taxes, including assessing management’s] tax planning [removed: strategies, and foreign tax credit] [added: strategies for the] utilization of deferred tax assets.

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

| *(In millions, except per share data)* | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Revenues | | | $ | [removed: 44,538] [added: 46,710] | | $ | [removed: 37,403] [added: 44,538] | | $ | [removed: 39,117] [added: 37,403] | |

| Cost of sales | | | [removed: 24,576] [added: 25,231] | | | [removed: 21,162] [added: 24,576] | | | [removed: 21,643] [added: 21,162] | | |

| Gross profit | | | [removed: 19,962] [added: 21,479] | | | [removed: 16,241] [added: 19,962] | | | [removed: 17,474] [added: 16,241] | | |

| Demand creation expense | | | [removed: 3,114] [added: 3,850] | | | [removed: 3,592] [added: 3,114] | | | [removed: 3,753] [added: 3,592] | | |

| Operating overhead expense | | | [removed: 9,911] [added: 10,954] | | | [removed: 9,534] [added: 9,911] | | | [removed: 8,949] [added: 9,534] | | |

| Total selling and administrative expense | | | [removed: 13,025] [added: 14,804] | | | [removed: 13,126] [added: 13,025] | | | [removed: 12,702] [added: 13,126] | | |

| Interest expense (income), net | | | [removed: 262] [added: 205] | | | [removed: 89] [added: 262] | | | [removed: 49] [added: 89] | | |

| Other (income) expense, net | | | [removed: 14] [added: (181)] | | | [removed: 139] [added: 14] | | | [removed: (78)] [added: 139] | | |

| Income before income taxes | | | [removed: 6,661] [added: 6,651] | | | [removed: 2,887] [added: 6,661] | | | [removed: 4,801] [added: 2,887] | | |

| Income tax expense | | | [removed: 934] [added: 605] | | | [removed: 348] [added: 934] | | | [removed: 772] [added: 348] | | |

| NET INCOME | | | $ | [removed: 5,727] [added: 6,046] | | $ | [removed: 2,539] [added: 5,727] | | $ | [removed: 4,029] [added: 2,539] | |

| Basic | | | $ | [removed: 3.64] [added: 3.83] | | $ | [removed: 1.63] [added: 3.64] | | $ | [removed: 2.55] [added: 1.63] | |

| Diluted | | | $ | [removed: 3.56] [added: 3.75] | | $ | [removed: 1.60] [added: 3.56] | | $ | [removed: 2.49] [added: 1.60] | |

| Basic | | | [removed: 1,573.0] [added: 1,578.8] | | | [removed: 1,558.8] [added: 1,573.0] | | | [removed: 1,579.7] [added: 1,558.8] | | |

| Diluted | | | [removed: 1,609.4] [added: 1,610.8] | | | [removed: 1,591.6] [added: 1,609.4] | | | [removed: 1,618.4] [added: 1,591.6] | | |

| *(Dollars in millions)* | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net income | | | $ | [removed: 5,727] [added: 6,046] | | $ | [removed: 2,539] [added: 5,727] | | $ | [removed: 4,029] [added: 2,539] | |

| Change in net foreign currency translation adjustment | | | [removed: 496] [added: (522)] | | | [removed: (148)] [added: 496] | | | [removed: (173)] [added: (148)] | | |

| Change in net gains (losses) on cash flow hedges | | | [removed: (825)] [added: 1,214] | | | [removed: (130)] [added: (825)] | | | [removed: 503] [added: (130)] | | |

| Change in net gains (losses) on other | | | [removed: 5] [added: 6] | | | [removed: (9)] [added: 5] | | | [removed: (7)] [added: (9)] | | |

| Total other comprehensive income (loss), net of tax | | | [removed: (324)] [added: 698] | | | [removed: (287)] [added: (324)] | | | [removed: 323] [added: (287)] | | |

| TOTAL COMPREHENSIVE INCOME | | | $ | [removed: 5,403] [added: 6,744] | | $ | [removed: 2,252] [added: 5,403] | | $ | [removed: 4,352] [added: 2,252] | |

| [removed: *(In] [added: *(Dollars in] millions)* | | | [added: 2022 | | |] 2021 | | | 2020 | | |

| Cash and equivalents | | | $ | [removed: 9,889] [added: 8,574] | | $ | [removed: 8,348] [added: 9,889] | |

| Short-term investments | | | [removed: 3,587] [added: 4,423] | | | [removed: 439] [added: 3,587] | | |

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*Change in Accounting Principle*

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July 21, 2022

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| *(In millions)* | | | 2022 | | | 2021 | | |

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| Net income | | | $ | 6,046 | | $ | 5,727 | | $ | 2,539 | |

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| Balance at May 31, 2022 | | | 305 | | | $ | — | | | | | 1,266 | | | $ | 3 | | $ | 11,484 | | $ | 318 | | $ | 3,476 | | $ | 15,281 | |

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| Note 2 | | | Inventories | | | [67](#i46e4e3c717064a3ca53a7fe9eaaaeca4_160) | | |

| Note 16 | | | Revenues | | | [85](#i46e4e3c717064a3ca53a7fe9eaaaeca4_202) | | |

| Note 19 | | | Leases | | | [90](#i46e4e3c717064a3ca53a7fe9eaaaeca4_211) | | |

| Note 21 | | | Restructuring | | | [92](#i46e4e3c717064a3ca53a7fe9eaaaeca4_217) | | |

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Economic sanctions imposed on Russia during the fourth quarter of fiscal 2022, impacted the Company's local business and a reduction in the Ruble liquidity affected the Company's ability to manage operational impact and related foreign currency risk.

As a result, the Company deconsolidated its Russian legal entities, which resulted in a one-time, pre-tax charge of $96 million recognized within Other (income) expense, net, classified within Corporate.

Subsequent to the end of fiscal 2022, the Company made the decision to leave the Russian marketplace.

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To the extent the Company receives a distinct good or service in exchange for consideration paid to the customer does not exceed the fair value of that good or service, the amounts reimbursed are recorded in Demand creation expense.

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Performance-based restricted stock units vest based on the Company's achievement of certain performance criteria throughout the three-year performance period and continued employment through the vesting date.

The fair value of performance-based restricted stock units is estimated as of the grant date using a Monte Carlo simulation.

There remains risk that COVID-19 could have a material, adverse impact on future revenue growth as well as overall profitability.

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| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

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| | | | MAY 31, 2022 | | | | | | | | |

| Cash | | | $ | 839 | | $ | 839 | | $ | — | |

| U.S. Treasury securities | | | 3,801 | | | 8 | | | 3,793 | | |

| Time deposits | | | 1,237 | | | 1,232 | | | 5 | | |

| Total Level 2 | | | 8,357 | | | 7,727 | | | 630 | | |

| TOTAL | | | $ | 12,997 | | $ | 8,574 | | $ | 4,423 | |

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| | | | | | |

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

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*Changes in Accounting Principles*

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July 20, 2021

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| Balance at May 31, 2018 | | | 329 | | | $ | — | | | | | 1,272 | | | $ | 3 | | $ | 6,384 | | $ | (92) | | $ | 3,517 | | $ | 9,812 | |

| Conversion to Class B Common Stock | | | (14) | | | | | | | | | 14 | | | | | | | | | | | | | | | — | | |

| Adoption of ASU 2016-16 (Note 1) | | | | | | | | | | | | | | | | | | | | | | | | (507) | | | (507) | | |

| Adoption of ASC Topic 606 (Note 1) | | | | | | | | | | | | | | | | | | | | | | | | 23 | | | 23 | | |

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| Note 2 | | | Inventories | | | [69](#ibe46f16d2db0431aa4fa39b5b30b6f15_166) | | |

| Note 16 | | | Revenues | | | [86](#ibe46f16d2db0431aa4fa39b5b30b6f15_226) | | |

| Note 19 | | | Leases | | | [91](#ibe46f16d2db0431aa4fa39b5b30b6f15_235) | | |

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

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Beginning in fiscal 2019, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606).

The Company's revenue recognition policies under Topic 606 are described in the following paragraphs.

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The Company records these costs in Demand creation expense at the point in time it is obligated to its customers for the costs.

This obligation may arise prior to the related advertisement being run.

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Periods prior to fiscal 2020 have not been restated and continue to be reported in accordance with the Company's historical accounting policies.

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The levels of the fair value hierarchy are described below:

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

RECENTLY ADOPTED ACCOUNTING STANDARDS

In October 2016, the FASB issued ASU No. 2016-16, *Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory*.

The updated guidance requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.

Income tax effects of intra-entity transfers of inventory will continue to be deferred until the inventory has been sold to a third party.

The Company adopted the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of applying the new standard recognized in Retained earnings at the date of adoption.

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

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Securities Exchange Act of 1934, as amended [removed: ("the Exchange] [added: (the "Exchange] Act") reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

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: 2021.][added: 2022.]

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PART III

Not applicable.

2022 FORM 10-K 93

PART III

The information required by Item 401 of Regulation S-K regarding directors is included under [removed: “NIKE,] [added: “Corporate Governance — NIKE,] Inc. Board of Directors” in the definitive Proxy Statement for our [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021,”] [added: 2022,”] “Compensation Discussion and Analysis,” [added: "Executive Compensation Tables,"] and “Stock Ownership Information — Transactions with Related Persons — Compensation Committee Interlocks and Insider Participation,” in the definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K is included under [removed: “Compensation Discussion and Analysis — Executive] [added: “Executive] Compensation Tables — Equity Compensation Plan Information” in the definitive Proxy Statement for our [removed: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] 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: 2021] [added: 2022] Annual Meeting of Shareholders and is incorporated herein by reference.

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| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ibe46f16d2db0431aa4fa39b5b30b6f15_133)] [added: Firm](#i46e4e3c717064a3ca53a7fe9eaaaeca4_133) (PCAOB ID 238)] | | | [removed: [55](#ibe46f16d2db0431aa4fa39b5b30b6f15_133)] [added: [54](#i46e4e3c717064a3ca53a7fe9eaaaeca4_133)] | | |

| | | | [Consolidated [removed: Statemen](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[ts] [added: Statements] of Income for each of the three years ended May 31, [removed: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[,] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)[,] May 31, [removed: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)] [and May 31, [removed: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)9] [added: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)20] | | | [removed: [57](#ibe46f16d2db0431aa4fa39b5b30b6f15_136)] [added: [56](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three years ended May 31, [removed: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[, May] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)[,](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139) [May] 31, [removed: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)] [and May 31, [removed: 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)] [added: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)20] | | | [removed: [58](#ibe46f16d2db0431aa4fa39b5b30b6f15_139)] [added: [57](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)] | | |

| | | | [Consolidated [removed: Bal](#ibe46f16d2db0431aa4fa39b5b30b6f15_142)[ance] [added: Balance] Sheets at May 31, [removed: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_142)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_142)] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)] [and May 31, [removed: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_142)[2](#ibe46f16d2db0431aa4fa39b5b30b6f15_142)0] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)1] | | | [removed: [59](#ibe46f16d2db0431aa4fa39b5b30b6f15_142)] [added: [58](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)] | | |

| | | | [Consolidated [removed: St](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[atements] [added: Statements] of Cash Flows for each of the three years ended May 31, [removed: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[,] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)[,] May 31, [removed: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)] [and May 31, [removed: 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)] [added: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)20] | | | [removed: [60](#ibe46f16d2db0431aa4fa39b5b30b6f15_148)] [added: [59](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)] | | |

| | | | [Consolidated Statements of Shareholders' Equity for each of the three years ended May 31, [removed: 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[,] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)[,] May 31, [removed: 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)] [added: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)] [and May 31, [removed: 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)] [added: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)20] | | | [removed: [61](#ibe46f16d2db0431aa4fa39b5b30b6f15_151)] [added: [60](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ibe46f16d2db0431aa4fa39b5b30b6f15_157)] [added: Statements](#i46e4e3c717064a3ca53a7fe9eaaaeca4_154)] | | | [removed: [62](#ibe46f16d2db0431aa4fa39b5b30b6f15_157)] [added: [61](#i46e4e3c717064a3ca53a7fe9eaaaeca4_154)] | | |

| | | | [II — Valuation and Qualifying Accounts for the years ended [removed: May](#ibe46f16d2db0431aa4fa39b5b30b6f15_277) [31, 202](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[1](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[, 20](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[20](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)] [added: May 31, 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)[, 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)] [and [removed: 201](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)[9](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)] [added: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)20] | | | [removed: [99](#ibe46f16d2db0431aa4fa39b5b30b6f15_277)] [added: [98](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)] | | |

| 10.1 | | | [Form of Non-Statutory Stock Option Agreement for options granted to non-employee [removed: directors](http://www.sec.gov/Archives/edgar/data/320187/000119312510161874/dex102.htm) [under] [added: 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).*](http://www.sec.gov/Archives/edgar/data/320187/000119312510161874/dex102.htm) | | | | | |

| 10.14 | | | [removed: [N](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[IKE, Inc.](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm) [Stock] [added: [NIKE, Inc. Stock] Incentive [removed: P](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[lan](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm) [](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[(incorporated] [added: Plan (incorporated] by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[2](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm) [to] [added: 10.2 to] the Company's Current Report on Form 8-K filed [removed: September](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm) [23](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[, 20](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[15](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] [added: September 23, 2015).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] | | |

| [removed: 10.21] [added: 10.27] | | | [removed: [Credit] [added: Credit] Agreement, [removed: d](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[ated] [added: dated] as [removed: of](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm) [March 15](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[, 202](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[1](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[,] [added: of March 11, 2022,] among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[1](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm) [to] [added: 10.1 to] the [removed: Company's](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm) [Current](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm) [Report] [added: Company's Current Report] on [removed: Form](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm) [8](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[\-](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[K](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm) [](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[filed] [added: Form 8-K filed] March [removed: 18, 2021](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)[).](https://www.sec.gov/Archives/edgar/data/320187/000032018721000009/q3fy21exhibit101er.htm)] [added: 14, 2022).] | | |

| [removed: 10.22] [added: 10.21] | | | [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).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit101.htm) | | |

| [removed: 10.23] [added: 10.22] | | | [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).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit102.htm) | | |

| [removed: 10.24] [added: 10.23] | | | [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).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit103.htm) | | |

| [removed: 10.25] [added: 10.24] | | | [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).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhbit104.htm) | | |

| [removed: 10.26] [added: 10.28] | | | [removed: [Credit Agreement] [added: Credit Agreement,] dated as of [removed: August 16, 2019,] [added: March 11, 2022,] among NIKE, Inc., Bank of America, N.A., as Administrative Agent, [removed: Citibank N.A., as Syndication Agent, Deutsche Bank Securities, Inc., HSBC Bank USA, National Association] and [removed: JPMorgan Chase, N.A., as Co-Documentation Agents, and] the other Banks named therein (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Current Report on Form 8-K filed [removed: August 20, 2019).](http://www.sec.gov/Archives/edgar/data/320187/000032018719000057/nike-creditagreement2019.htm)] [added: March 14, 2022).] | | |

| [removed: 10.27] [added: 10.25] | | | [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)*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm) | | |

| [removed: 10.28] [added: 10.26] | | | [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)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm)* | | |

| 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/320187/000032018721000028/nke-5312021exhibit21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit21.htm)] | | |

| 23 | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (included within this Annual Report on Form [removed: 10-K).](#ibe46f16d2db0431aa4fa39b5b30b6f15_283)] [added: 10-K).](#i46e4e3c717064a3ca53a7fe9eaaaeca4_262)] | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018721000028/nke-5312021exhibit311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit311.htm)] | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018721000028/nke-5312021exhibit312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit312.htm)] | | |

| 32 | | | [Section 1350 [removed: Certifications.](https://www.sec.gov/Archives/edgar/data/320187/000032018721000028/nke-5312021exhibit32.htm)] [added: Certifications.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit32.htm)] | | |

| For the fiscal year ended May 31, [removed: 2019(2)(3)] [added: 2020(2)] | | | $ | [removed: 734] [added: 843] | | $ | [removed: 2,209] [added: 2,263] | | $ | [removed: (30)] [added: (31)] | | $ | [removed: (2,070)] [added: (2,393)] | | $ | [removed: 843] [added: 682] | |

| For the fiscal year ended May 31, [removed: 2020(3)] [added: 2021(2)] | | | [removed: 843] [added: 682] | | | [removed: 2,227] [added: 2,617] | | | [removed: (31)] [added: 41] | | | [removed: (2,357)] [added: (2,745)] | | | [removed: 682] [added: 595] | | |

| For the fiscal year ended May 31, [removed: 2021] [added: 2022] | | | [removed: 682] [added: 595] | | | [removed: 2,571] [added: 2,573] | | | [removed: 41] [added: (31)] | | | [removed: (2,699)] [added: (2,612)] | | | [removed: 595] [added: 525] | | |

[removed: *(3)During] [added: Additionally, 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 [removed: and $250 million] for fiscal 2020 [removed: and fiscal 2019, respectively,] with a corresponding understatement of Write-offs, net.

As such, the Company has revised the amounts disclosed within Charged to Costs and Expenses and Write-offs, net for [removed: the] fiscal [removed: years 2020] [added: year 2021] and [removed: 2019.][added: 2020.]

2022 FORM 10-K 95

2022 FORM 10-K 96

2022 FORM 10-K 97

*(2)During the fourth quarter of fiscal 2022, 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 $46 million for fiscal 2021 and $36 million for fiscal 2020 with a corresponding understatement of Write-offs, net.

2022 FORM 10-K 98

2021 FORM 10-K 96

2021 FORM 10-K 97

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

*(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.*

2021 FORM 10-K 99

[removed: 2021] [added: 2022] FORM 10-K 100

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 033-63995, 333-63581, 333-63583, 333-68864, 333-68886, 333-71660, 333-104822, 333-117059, 333-133360, 333-164248, 333-171647, 333-173727, 333-208900 and 333-215439) and the Registration Statement on Form S-3 (No. 333-232770) of NIKE, Inc. of our report dated July [removed: 20, 2021] [added: 21, 2022] relating to the financial [removed: statements and] [added: statements,] financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

[removed: /s/] [added: /s/] PricewaterhouseCoopers [removed: LLP][added: LLP]

[removed: 2021] [added: 2022] FORM 10-K 101

| Date: | | | | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ JOHN J. DONAHOE II John J. Donahoe II | | | *President and Chief Executive Officer* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ MATTHEW FRIEND Matthew Friend | | | *Executive Vice President and Chief Financial Officer* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ CHRIS L. ABSTON Chris L. Abston | | | *Vice President and Corporate Controller* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ MARK G. PARKER Mark G. Parker | | | *Director, Chairman of the Board* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ CATHLEEN A. BENKO Cathleen A. Benko | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ ELIZABETH J. COMSTOCK Elizabeth J. Comstock | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ TIMOTHY D. COOK Timothy D. Cook | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ THASUNDA B. DUCKETT Thasunda B. Duckett | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ ALAN B. GRAF, JR. Alan B. Graf, Jr. | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ PETER B. HENRY Peter B. Henry | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ TRAVIS A. KNIGHT Travis A. Knight | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ MICHELLE A. PELUSO Michelle A. Peluso | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

| /s/ JOHN W. ROGERS, JR. John W. Rogers, Jr. | | | *Director* | | | July [removed: 20, 2021] [added: 21, 2022] | | |

2022 FORM 10-K 99

July 21, 2022

July 20, 2021

| /s/ JOHN G. CONNORS John G. Connors | | | *Director* | | | July 20, 2021 | | |

2021 FORM 10-K 102