Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management of NIKE, Inc. is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include certain amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.

Our accounting systems include controls designed to reasonably assure assets are safeguarded from unauthorized use or disposition and provide for the preparation of financial statements in conformity with U.S. GAAP. These systems are supplemented by the selection and training of qualified financial personnel and an organizational structure providing for appropriate segregation of duties.

An internal corporate audit department reviews the results of its work with the Audit & Finance Committee of the Board of Directors, presently comprised of three outside, independent directors. The Audit & Finance Committee is responsible for the appointment of the independent registered public accounting firm and reviews, with the independent registered public accounting firm, management and the internal corporate audit staff, the scope and the results of the annual audit, the effectiveness of the accounting control system and other matters relating to the financial affairs of NIKE as the Audit & Finance Committee deems appropriate. The independent registered public accounting firm and the internal corporate auditors have full access to the Audit & Finance Committee, with and without the presence of management, to discuss any appropriate matters.

2022 FORM 10-K 52

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13(a) - 15(f) and Rule 15(d) - 15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, 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, 2022, as stated in their report herein.

John J. Donahoe II			Matthew Friend
President and Chief Executive Officer			Executive Vice President and Chief Financial Officer

2022 FORM 10-K 53

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of NIKE, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

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

Change in Accounting Principle

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, 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

2022 FORM 10-K 54

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Income Taxes

As described in Notes 1 and 9 to the consolidated financial statements, the Company recorded income tax expense of $605 million for the year ended May 31, 2022, and has net deferred tax assets of $1,665 million, including a valuation allowance of $19 million, and total gross unrecognized tax benefits, excluding related interest and penalties, of $848 million as of May 31, 2022, $626 million of which would affect the Company's effective tax rate if recognized in future periods. The realization of deferred tax assets is dependent on future taxable earnings. Management assesses the scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies and considers foreign tax credit utilization in making this assessment of realization. A valuation allowance is established against the net deferred tax asset to the extent that recovery is not likely. The Company is subject to taxation in the United States, as well as various state and foreign jurisdictions. As disclosed by management, the use of significant judgment and estimates, as well as the interpretation and application of complex tax laws is required by management to determine the Company's provision for income taxes.

The principal considerations for our determination that performing procedures relating to the accounting for income taxes is a critical audit matter are 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 regulations as it relates to determining the provision for income taxes and (ii) management's assessment of the realizability of deferred tax assets, specifically related to available tax planning strategies. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the 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 income taxes, including controls over management's 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 the calculation of the provision of income taxes, including assessing management’s tax planning strategies for the utilization of deferred tax assets. Professionals with specialized skill and knowledge were used to assist in evaluating changes in and compliance with the tax laws and regulations and the provision for income taxes.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon

July 21, 2022

We have served as the Company's auditor since 1974.

2022 FORM 10-K 55

NIKE, INC.

CONSOLIDATED STATEMENTS OF INCOME

			YEAR ENDED MAY 31,
(In millions, except per share data)			2022			2021			2020
Revenues			$	46,710		$	44,538		$	37,403
Cost of sales			25,231			24,576			21,162
Gross profit			21,479			19,962			16,241
Demand creation expense			3,850			3,114			3,592
Operating overhead expense			10,954			9,911			9,534
Total selling and administrative expense			14,804			13,025			13,126
Interest expense (income), net			205			262			89
Other (income) expense, net			(181)			14			139
Income before income taxes			6,651			6,661			2,887
Income tax expense			605			934			348
NET INCOME			$	6,046		$	5,727		$	2,539
Earnings per common share:
Basic			$	3.83		$	3.64		$	1.63
Diluted			$	3.75		$	3.56		$	1.60
Weighted average common shares outstanding:
Basic			1,578.8			1,573.0			1,558.8
Diluted			1,610.8			1,609.4			1,591.6

The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.

2022 FORM 10-K 56

NIKE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021			2020
Net income			$	6,046		$	5,727		$	2,539
Other comprehensive income (loss), net of tax:
Change in net foreign currency translation adjustment			(522)			496			(148)
Change in net gains (losses) on cash flow hedges			1,214			(825)			(130)
Change in net gains (losses) on other			6			5			(9)
Total other comprehensive income (loss), net of tax			698			(324)			(287)
TOTAL COMPREHENSIVE INCOME			$	6,744		$	5,403		$	2,252

The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.

2022 FORM 10-K 57

NIKE, INC.

CONSOLIDATED BALANCE SHEETS

			MAY 31,
(In millions)			2022			2021
ASSETS
Current assets:
Cash and equivalents			$	8,574		$	9,889
Short-term investments			4,423			3,587
Accounts receivable, net			4,667			4,463
Inventories			8,420			6,854
Prepaid expenses and other current assets			2,129			1,498
Total current assets			28,213			26,291
Property, plant and equipment, net			4,791			4,904
Operating lease right-of-use assets, net			2,926			3,113
Identifiable intangible assets, net			286			269
Goodwill			284			242
Deferred income taxes and other assets			3,821			2,921
TOTAL ASSETS			$	40,321		$	37,740
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt			$	500		$	—
Notes payable			10			2
Accounts payable			3,358			2,836
Current portion of operating lease liabilities			420			467
Accrued liabilities			6,220			6,063
Income taxes payable			222			306
Total current liabilities			10,730			9,674
Long-term debt			8,920			9,413
Operating lease liabilities			2,777			2,931
Deferred income taxes and other liabilities			2,613			2,955
Commitments and contingencies (Note 18)
Redeemable preferred stock			—			—
Shareholders' equity:
Common stock at stated value:
Class A convertible — 305 and 305 shares outstanding			—			—
Class B — 1,266 and 1,273 shares outstanding			3			3
Capital in excess of stated value			11,484			9,965
Accumulated other comprehensive income (loss)			318			(380)
Retained earnings (deficit)			3,476			3,179
Total shareholders' equity			15,281			12,767
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	40,321		$	37,740

The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.

2022 FORM 10-K 58

NIKE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021			2020
Cash provided (used) by operations:
Net income			$	6,046		$	5,727		$	2,539
Adjustments to reconcile net income to net cash provided (used) by operations:
Depreciation			717			744			721
Deferred income taxes			(650)			(385)			(380)
Stock-based compensation			638			611			429
Amortization, impairment and other			123			53			398
Net foreign currency adjustments			(26)			(138)			23
Changes in certain working capital components and other assets and liabilities:
(Increase) decrease in accounts receivable			(504)			(1,606)			1,239
(Increase) decrease in inventories			(1,676)			507			(1,854)
(Increase) decrease in prepaid expenses, operating lease right-of-use assets and other current and non-current assets			(845)			(182)			(654)
Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities and other current and non-current liabilities			1,365			1,326			24
Cash provided (used) by operations			5,188			6,657			2,485
Cash provided (used) by investing activities:
Purchases of short-term investments			(12,913)			(9,961)			(2,426)
Maturities of short-term investments			8,199			4,236			74
Sales of short-term investments			3,967			2,449			2,379
Additions to property, plant and equipment			(758)			(695)			(1,086)
Other investing activities			(19)			171			31
Cash provided (used) by investing activities			(1,524)			(3,800)			(1,028)
Cash provided (used) by financing activities:
Proceeds from borrowings, net of debt issuance costs			—			—			6,134
Increase (decrease) in notes payable, net			15			(52)			49
Repayment of borrowings			—			(197)			(6)
Proceeds from exercise of stock options and other stock issuances			1,151			1,172			885
Repurchase of common stock			(4,014)			(608)			(3,067)
Dividends — common and preferred			(1,837)			(1,638)			(1,452)
Other financing activities			(151)			(136)			(52)
Cash provided (used) by financing activities			(4,836)			(1,459)			2,491
Effect of exchange rate changes on cash and equivalents			(143)			143			(66)
Net increase (decrease) in cash and equivalents			(1,315)			1,541			3,882
Cash and equivalents, beginning of year			9,889			8,348			4,466
CASH AND EQUIVALENTS, END OF YEAR			$	8,574		$	9,889		$	8,348
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest, net of capitalized interest			$	290		$	293		$	140
Income taxes			1,231			1,177			1,028
Non-cash additions to property, plant and equipment			160			179			121
Dividends declared and not paid			480			438			385

The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.

2022 FORM 10-K 59

NIKE, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

			COMMON STOCK															CAPITAL IN EXCESS OF STATED VALUE			ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)			RETAINED EARNINGS (DEFICIT)			TOTAL
			CLASS A									CLASS B
(In millions, except per share data)			SHARES			AMOUNT						SHARES			AMOUNT
Balance at May 31, 2019			315			$	—					1,253			$	3		$	7,163		$	231		$	1,643		$	9,040
Stock options exercised												20						703									703
Repurchase of Class B Common Stock												(34)						(161)						(2,872)			(3,033)
Dividends on common stock ($0.955 per share) and preferred stock ($0.10 per share)																								(1,491)			(1,491)
Issuance of shares to employees, net of shares withheld for employee taxes												4						165						(9)			156
Stock-based compensation																		429									429
Net income																								2,539			2,539
Other comprehensive income (loss)																					(287)						(287)
Adoption of ASC Topic 842 (Note 1)																								(1)			(1)
Balance at May 31, 2020			315			$	—					1,243			$	3		$	8,299		$	(56)		$	(191)		$	8,055
Stock options exercised												21						954									954
Conversion to Class B Common Stock			(10)									10															—
Repurchase of Class B Common Stock												(5)						(28)						(622)			(650)
Dividends on common stock ($1.070 per share) and preferred stock ($0.10 per share)																								(1,692)			(1,692)
Issuance of shares to employees, net of shares withheld for employee taxes												4						129						(43)			86
Stock-based compensation																		611									611
Net income																								5,727			5,727
Other comprehensive income (loss)																					(324)						(324)
Balance at May 31, 2021			305			$	—					1,273			$	3		$	9,965		$	(380)		$	3,179		$	12,767
Stock options exercised												17						924									924
Repurchase of Class B Common Stock												(27)						(186)						(3,808)			(3,994)
Dividends on common stock ($1.190 per share) and preferred stock ($0.10 per share)																								(1,886)			(1,886)
Issuance of shares to employees, net of shares withheld for employee taxes												3						143						(55)			88
Stock-based compensation																		638									638
Net income																								6,046			6,046
Other comprehensive income (loss)																					698						698
Balance at May 31, 2022			305			$	—					1,266			$	3		$	11,484		$	318		$	3,476		$	15,281

The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1			Summary of Significant Accounting Policies			62
Note 2			Inventories			67
Note 3			Property, Plant and Equipment			68
Note 4			Identifiable Intangible Assets and Goodwill			68
Note 5			Accrued Liabilities			68
Note 6			Fair Value Measurements			69
Note 7			Short-Term Borrowings and Credit Lines			71
Note 8			Long-Term Debt			72
Note 9			Income Taxes			73
Note 10			Redeemable Preferred Stock			76
Note 11			Common Stock and Stock-Based Compensation			76
Note 12			Earnings Per Share			78
Note 13			Benefit Plans			78
Note 14			Risk Management and Derivatives			79
Note 15			Accumulated Other Comprehensive Income (Loss)			83
Note 16			Revenues			85
Note 17			Operating Segments and Related Information			86
Note 18			Commitments and Contingencies			90
Note 19			Leases			90
Note 20			Acquisitions and Divestitures			91
Note 21			Restructuring			92

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NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

NIKE, Inc. is a worldwide leader in the design, development and worldwide marketing and selling of athletic footwear, apparel, equipment, accessories and services. NIKE, Inc. portfolio brands include the NIKE Brand, Jordan Brand, Hurley, prior to its divestiture in fiscal 2020, and Converse. The NIKE Brand is focused on performance athletic footwear, apparel, equipment, accessories and services across Men's, Women's and Kids', amplified with sport-inspired lifestyle products carrying the Swoosh trademark, as well as other NIKE Brand trademarks. The Jordan Brand is focused on athletic and casual footwear, apparel and accessories using the Jumpman trademark. Sales and operating results of Jordan Brand products are reported within the respective NIKE Brand geographic operating segments. Sales and operating results of Hurley brand products, prior to its divestiture in fiscal 2020, were reported within the NIKE Brand's North America geographic operating segment. Refer to Note 20 — Acquisitions and Divestitures for information regarding the divestiture of the Company's wholly-owned subsidiary, Hurley. Converse designs, distributes, licenses and sells casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell trademarks. In some markets outside the U.S., these trademarks are licensed to third parties who design, distribute, market and sell similar products. Operating results of the Converse brand are reported on a stand-alone basis.

BASIS OF CONSOLIDATION

The Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the "Company" or "NIKE"). All significant intercompany transactions and balances have been eliminated.

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.

REVENUE RECOGNITION

Revenue transactions associated with the sale of NIKE Brand footwear, apparel and equipment, as well as Converse products, comprise a single performance obligation, which consists of the sale of products to customers either through wholesale or direct to consumer channels. The Company satisfies the performance obligation and records revenues when transfer of control to the customer has occurred, based on the terms of sale. A customer is considered to have control once they are able to direct the use and receive substantially all of the benefits of the product.

Control is transferred to wholesale customers upon shipment or upon receipt depending on the country of the sale and the agreement with the customer. Control transfers to retail store customers at the time of sale and to substantially all digital commerce customers upon shipment. The transaction price is determined based upon the invoiced sales price, less anticipated sales returns, discounts and miscellaneous claims from customers. Payment terms for wholesale transactions depend on the country of sale or agreement with the customer and payment is generally required within 90 days or less of shipment to or receipt by the wholesale customer. Payment is due at the time of sale for retail store and digital commerce transactions.

Consideration for trademark licensing contracts is earned through sales-based or usage-based royalty arrangements, and the associated revenues are recognized over the license period.

Taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction, and are collected by the Company from a customer, are excluded from Revenues and Cost of sales in the Consolidated Statements of Income. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in Cost of sales when the related revenues are recognized.

SALES-RELATED RESERVES

Consideration promised in the Company's contracts with customers is variable due to anticipated reductions, such as sales returns, discounts and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to receive and records an anticipated reduction against Revenues, with an offsetting increase to Accrued liabilities at the time revenues are recognized. The estimated cost of inventory for product returns is recorded in Prepaid expenses and other current assets on the Consolidated Balance Sheets.

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The provision for anticipated sales returns consists of both contractual return rights and discretionary authorized returns. Provisions for post-invoice sales discounts consist of both contractual programs and discretionary discounts that are expected to be granted at a later date.

Estimates of discretionary authorized returns, discounts and claims are based on (1) historical rates, (2) specific identification of outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated returns, discounts and claims expected but not yet finalized with customers. Actual returns, discounts and claims in any future period are inherently uncertain and thus may differ from estimates recorded. If actual or expected future returns, discounts or claims are significantly greater or lower than the reserves established, a reduction or increase to net Revenues is recorded in the period in which such determination is made.

COST OF SALES

Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), third-party royalties, certain foreign currency hedge gains and losses and product design costs. Shipping and handling costs are expensed as incurred and included in Cost of sales.

DEMAND CREATION EXPENSE

Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary products, television, digital and print advertising as well as media costs, brand events and retail brand presentation. Advertising production costs are expensed the first time an advertisement is run. Advertising media costs are expensed when the advertisement appears. Costs related to brand events are expensed when the event occurs. Costs related to retail brand presentation are expensed when the presentation is complete and delivered.

A significant amount of the Company's promotional expenses result from payments under endorsement contracts. In general, endorsement payments are expensed on a straight-line basis over the term of the contract. However, certain contracts contain elements that may be accounted for differently based upon the facts and circumstances of each individual contract. Prepayments made under contracts are included in Prepaid expenses and other current assets or Deferred income taxes and other assets depending on the period to which the prepayment applies.

Certain contracts provide for contingent payments to endorsers based upon specific achievements in their sport (e.g., winning a championship). The Company records Demand creation expense for these amounts when the endorser achieves the specific goal.

Certain contracts provide for variable payments based upon endorsers maintaining a level of performance in their sport over an extended period of time (e.g., maintaining a specified ranking in a sport for a year). When the Company determines payments are probable, the amounts are reported in Demand creation expense ratably over the contract period based on the Company's best estimate of the endorser's performance. In these instances, to the extent actual payments to the endorser differ from the Company's estimate due to changes in the endorser's performance, adjustments to Demand creation expense may be recorded in a future period.

Certain contracts provide for royalty payments to endorsers based upon a predetermined percent of sales of particular products, which the Company records in Cost of sales as the related sales occur. For contracts containing minimum guaranteed royalty payments, the Company records the amount of any guaranteed payment in excess of that earned through sales of product within Demand creation expense.

Through cooperative advertising programs, the Company reimburses its wholesale customers for certain costs of advertising the Company's products. 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.

Total advertising and promotion expenses, which the Company refers to as Demand creation expense, were $3,850 million, $3,114 million and $3,592 million for the years ended May 31, 2022, 2021 and 2020, respectively. Prepaid advertising and promotion expenses totaled $773 million and $630 million at May 31, 2022 and 2021, respectively, of which $329 million and $338 million, respectively, were recorded in Prepaid expenses and other current assets, and $444 million and $292 million, respectively, were recorded in Deferred income taxes and other assets, depending on the period to which the prepayment applied.

OPERATING OVERHEAD EXPENSE

Operating overhead expense consists primarily of wage and benefit-related expenses, research and development costs, bad debt expense as well as other administrative expenses such as rent, depreciation and amortization, professional services, certain technology investments, meetings and travel.

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CASH AND EQUIVALENTS

Cash and equivalents represent cash and short-term, highly liquid investments, that are both readily convertible to known amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest rates, with maturities three months or less at the date of purchase.

SHORT-TERM INVESTMENTS

Short-term investments consist of highly liquid investments with maturities over 90 days at the date of purchase. At May 31, 2022 and 2021, Short-term investments consisted of available-for-sale debt securities, which are recorded at fair value with unrealized gains and losses reported, net of tax, in Accumulated other comprehensive income (loss), unless unrealized losses are determined to be unrecoverable. Realized gains and losses on the sale of securities are determined by specific identification. The Company considers all available-for-sale debt securities, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs and, therefore, classifies all securities with maturity dates beyond three months at the date of purchase as current assets within Short-term investments on the Consolidated Balance Sheets.

Refer to Note 6 — Fair Value Measurements for more information on the Company's Short-term investments.

ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE

Accounts receivable, net consist primarily of amounts due from customers. The Company makes ongoing estimates relating to the collectability of its accounts receivable and maintains an allowance for expected losses resulting from the inability of its customers to make required payments. In addition to judgments about the creditworthiness of significant customers based on ongoing credit evaluations, the Company considers historical levels of credit losses, as well as macroeconomic and industry trends to determine the amount of the allowance. Accounts receivable with anticipated collection dates greater than 12 months from the balance sheet date and related allowances are considered non-current and recorded in Deferred income taxes and other assets. The allowance for uncollectible accounts receivable was $34 million and $93 million as of May 31, 2022 and 2021, respectively.

INVENTORY VALUATION

Inventories are stated at lower of cost and net realizable value and valued on either an average or a specific identification cost basis. In some instances, the Company ships products directly from its suppliers to the customer, with the related inventory and cost of sales recognized on a specific identification basis. Inventory costs primarily consist of product cost from the Company's suppliers, as well as inbound freight, import duties, taxes, insurance, logistics and other handling fees.

PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION

Property, plant and equipment are recorded at cost. Depreciation is determined on a straight-line basis for land improvements, buildings and leasehold improvements over 2 to 40 years and for machinery and equipment over 2 to 15 years.

Depreciation and amortization of assets used in manufacturing, warehousing and product distribution are recorded in Cost of sales. Depreciation and amortization of all other assets are recorded in Operating overhead expense.

SOFTWARE DEVELOPMENT COSTS

Expenditures for major software purchases and software developed for internal use are capitalized and amortized over 2 to 12 years on a straight-line basis. The Company's policy provides for the capitalization of external direct costs associated with developing or obtaining internal use computer software. The Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred.

Development costs of computer software to be sold, leased or otherwise marketed as an integral part of a product are subject to capitalization beginning when a product's technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company's products are released soon after technological feasibility has been established; therefore, software development costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally, most software development costs have been expensed as incurred.

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IMPAIRMENT OF LONG-LIVED ASSETS

The Company reviews the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, the Company would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group's carrying amount and its estimated fair value.

GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS

The Company performs annual impairment tests on goodwill and intangible assets with indefinite lives in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit or an intangible asset with an indefinite life below its carrying value. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, planned divestitures or an expectation that the carrying amount may not be recoverable, among other factors.

For purposes of testing goodwill for impairment, the Company allocates goodwill across its reporting units, which are considered the Company's operating segments. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.

Indefinite-lived intangible assets primarily consist of acquired trade names and trademarks. The Company may first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value measurement is necessary. If a quantitative fair value measurement calculation is required for these intangible assets, the Company primarily utilizes the relief-from-royalty method. This method assumes trade names and trademarks have value to the extent their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires the Company to estimate the future revenues for the related brands, the appropriate royalty rate and the weighted average cost of capital. If the carrying value of the indefinite-lived intangible exceeds its fair value, the asset is determined to be impaired, and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.

OPERATING LEASES

Beginning in fiscal 2020, the Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). The Company's lease recognition policies under Topic 842 are described in the following paragraphs.

The Company primarily leases retail store space, certain distribution and warehouse facilities, office space, equipment and other non-real estate assets. The Company determines if an arrangement is a lease at inception and begins recording lease activity at the commencement date, which is generally the date in which the Company takes possession of or controls the physical use of the asset. Lease components are not separated from non-lease components for real estate leases within the Company's lease portfolio. Right-of-use (ROU) assets and lease liabilities are recognized based on the present value of lease payments over the lease term with lease expense recognized on a straight-line basis. The Company's incremental borrowing rate is used to determine the present value of future lease payments unless the implicit rate is readily determinable.

Lease agreements may contain rent escalation clauses, renewal or termination options, rent holidays or certain landlord incentives, including tenant improvement allowances. ROU assets include amounts for scheduled rent increases and are reduced by the amount of lease incentives. The lease term includes the non-cancelable period of the lease and options to extend or terminate the lease when it is reasonably certain the Company will exercise those options. The Company does not record leases with an initial term of 12 months or less on the Consolidated Balance Sheets and recognizes related lease payments in the Consolidated Statements of Income on a straight-line basis over the lease term. Certain lease agreements include variable lease

2022 FORM 10-K 65

payments, which are based on a percent of retail sales over specified levels or adjust periodically for inflation as a result of changes in a published index, primarily the Consumer Price Index, and are expensed as incurred.

FAIR VALUE MEASUREMENTS

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives, equity securities and available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used, as follows:

• Level 1: Quoted prices in active markets for identical assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

Pricing vendors are utilized for a majority of Level 1 and Level 2 investments. These vendors either provide a quoted market price in an active market or use observable inputs without applying significant adjustments in their pricing. Observable inputs include broker quotes, interest rates and yield curves observable at commonly quoted intervals, volatilities and credit risks. The fair value of derivative contracts is determined using observable market inputs such as the daily market foreign currency rates, forward pricing curves, currency volatilities, currency correlations and interest rates and considers nonperformance risk of the Company and its counterparties.

The Company's fair value measurement process includes comparing fair values to another independent pricing vendor to ensure appropriate fair values are recorded.

Refer to Note 6 — Fair Value Measurements for additional information.

FOREIGN CURRENCY TRANSLATION AND FOREIGN CURRENCY TRANSACTIONS

Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of Accumulated other comprehensive income (loss) in Total shareholders' equity.

The Company's global subsidiaries have various monetary assets and liabilities, primarily receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to remeasurement, the impact of which is recorded in Other (income) expense, net, within the Consolidated Statements of Income.

ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES

The Company uses derivative financial instruments to reduce its exposure to changes in foreign currency exchange rates and interest rates. All derivatives are recorded at fair value on the Consolidated Balance Sheets and changes in the fair value of derivative financial instruments are either recognized in Accumulated other comprehensive income (loss) (a component of Total shareholders' equity), Long-term debt or Net income depending on the nature of the underlying exposure, whether the derivative is formally designated as a hedge and, if designated, the extent to which the hedge is effective. The Company classifies the cash flows at settlement from derivatives in the same category as the cash flows from the related hedged items. For undesignated hedges and designated cash flow hedges, this is primarily within the Cash provided by operations component of the Consolidated Statements of Cash Flows. For designated net investment hedges, this is within the Cash used by investing activities component of the Consolidated Statements of Cash Flows. For the Company's fair value hedges, which are interest rate swaps used to mitigate the change in fair value of its fixed-rate debt attributable to changes in interest rates, the related cash flows from periodic interest payments are reflected within the Cash provided by operations component of the Consolidated Statements of Cash Flows.

Refer to Note 14 — Risk Management and Derivatives for additional information on the Company's risk management program and derivatives.

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STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation by estimating the fair value, net of estimated forfeitures, of equity awards and recognizing the related expense as Cost of sales or Operating overhead expense, as applicable, in the Consolidated Statements of Income on a straight-line basis over the vesting period. Substantially all awards vest ratably over four years of continued employment, with stock options expiring 10 years from the date of grant. 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 options, stock appreciation rights and employees' purchase rights under the employee stock purchase plans (ESPPs) is determined using the Black-Scholes option pricing model. The fair value of restricted stock and time-vesting restricted stock units is established by the market price on the date of grant. The fair value of performance-based restricted stock units is estimated as of the grant date using a Monte Carlo simulation.

Refer to Note 11 — Common Stock and Stock-Based Compensation for additional information on the Company's stock-based compensation programs.

INCOME TAXES

The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized. Realization of deferred tax assets is dependent on future taxable earnings and is therefore uncertain. At least quarterly, the Company assesses taxable income in prior carryback periods, the scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies. The Company uses forecasts of taxable income and considers foreign tax credit utilization in making this assessment of realization, which are inherently uncertain and can result in significant variation between estimated and actual results. To the extent the Company believes that recovery is not likely, a valuation allowance is established against the net deferred tax asset, which increases the Company’s income tax expense in the period when such determination is made.

The Company recognizes a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities. The Company recognizes interest and penalties related to income tax matters in Income tax expense.

Refer to Note 9 — Income Taxes for further discussion.

EARNINGS PER SHARE

Basic earnings per common share is calculated by dividing Net income by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive stock options and awards.

Refer to Note 12 — Earnings Per Share for further discussion.

MANAGEMENT ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, including estimates relating to assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Additionally, the extent to which the evolving COVID-19 pandemic impacts the Company's financial statements will depend on a number of factors, including the further spread and duration of COVID-19 and the economic impacts of the pandemic. There remains risk that COVID-19 could have a material, adverse impact on future revenue growth as well as overall profitability.

NOTE 2 — INVENTORIES

Inventory balances of $8,420 million and $6,854 million as of May 31, 2022 and 2021, respectively, were substantially all finished goods.

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NOTE 3 — PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net included the following:

			MAY 31,
(Dollars in millions)			2022			2021
Land and improvements			$	330		$	363
Buildings			3,170			3,365
Machinery and equipment			2,870			3,023
Internal-use software			1,616			1,391
Leasehold improvements			1,712			1,608
Construction in process			399			311
Total property, plant and equipment, gross			10,097			10,061
Less accumulated depreciation			5,306			5,157
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET			$	4,791		$	4,904

Capitalized interest was not material for the fiscal years ended May 31, 2022, 2021 and 2020.

NOTE 4 — IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL

Identifiable intangible assets, net consist of indefinite-lived trademarks, acquired trademarks and other intangible assets. The following table summarizes the Company's Identifiable intangible assets, net balances:

			MAY 31,
			2022												2021
(Dollars in millions)			GROSS CARRYING AMOUNT			ACCUMULATED AMORTIZATION			NET CARRYING AMOUNT						GROSS CARRYING AMOUNT			ACCUMULATED AMORTIZATION			NET CARRYING AMOUNT
Indefinite-lived trademarks			$	259		$	—		$	259					$	246		$	—		$	246
Acquired trademarks and other			66			39			27						50			27			23
IDENTIFIABLE INTANGIBLE ASSETS, NET			$	325		$	39		$	286					$	296		$	27		$	269

Goodwill was $284 million and $242 million as of May 31, 2022 and 2021, respectively, and there were no accumulated impairment losses as of May 31, 2022 and 2021. Additionally, the impact to Goodwill during fiscal 2022 and 2021 as a result of acquisitions and divestitures was not material.

NOTE 5 — ACCRUED LIABILITIES

Accrued liabilities included the following:

			MAY 31,
(Dollars in millions)			2022			2021
Compensation and benefits, excluding taxes			$	1,297		$	1,472
Sales-related reserves			1,015			1,077
Allowance for expected loss on sale(1)			397			358
Other			3,511			3,156
TOTAL ACCRUED LIABILITIES			$	6,220		$	6,063

*(1)*Refer to Note 20 — Acquisitions and Divestitures for additional information.

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NOTE 6 — FAIR VALUE MEASUREMENTS

The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of May 31, 2022 and 2021, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement. Refer to Note 1 — Summary of Significant Accounting Policies for additional detail regarding the Company's fair value measurement methodology.

			MAY 31, 2022
(Dollars in millions)			ASSETS AT FAIR VALUE			CASH AND EQUIVALENTS			SHORT-TERM INVESTMENTS
Cash			$	839		$	839		$	—
Level 1:
U.S. Treasury securities			3,801			8			3,793
Level 2:
Commercial paper and bonds			660			37			623
Money market funds			6,458			6,458			—
Time deposits			1,237			1,232			5
U.S. Agency securities			2			—			2
Total Level 2			8,357			7,727			630
TOTAL			$	12,997		$	8,574		$	4,423

			MAY 31, 2021
(Dollars in millions)			ASSETS AT FAIR VALUE			CASH AND EQUIVALENTS			SHORT-TERM INVESTMENTS
Cash			$	840		$	840		$	—
Level 1:
U.S. Treasury securities			2,892			—			2,892
Level 2:
Commercial paper and bonds			748			57			691
Money market funds			7,701			7,701			—
Time deposits			1,293			1,291			2
U.S. Agency securities			2			—			2
Total Level 2			9,744			9,049			695
TOTAL			$	13,476		$	9,889		$	3,587

As of May 31, 2022, the Company held $2,617 million of available-for-sale debt securities with maturity dates within one year and $1,806 million with maturity dates over one year and less than five years in Short-term investments on the Consolidated Balance Sheets. The fair value of the Company's available-for-sale debt securities approximates their amortized cost.

Included in Interest expense (income), net was interest income related to the Company's investment portfolio of $94 million, $34 million and $62 million for the years ended May 31, 2022, 2021 and 2020, respectively.

The Company records the assets and liabilities of its derivative financial instruments on a gross basis on the Consolidated Balance Sheets. The Company's derivative financial instruments are subject to master netting arrangements that allow for the offset of assets and liabilities in the event of default or early termination of the contract. Any amounts of cash collateral received related to these instruments associated with the Company's credit-related contingent features are recorded in Cash and equivalents and Accrued liabilities, the latter of which would further offset against the Company's derivative asset balance. Any amounts of cash collateral posted related to these instruments associated with the Company's credit-related contingent features are recorded in Prepaid expenses and other current assets, which would further offset against the Company's derivative liability balance. Cash collateral received or posted related to the Company's credit-related contingent features is presented in the Cash provided by operations component of the Consolidated Statements of Cash Flows. The Company does not recognize amounts of non-cash collateral received, such as securities, on the Consolidated Balance Sheets. For further information related to credit risk, refer to Note 14 — Risk Management and Derivatives.

The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:

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			MAY 31, 2022
			DERIVATIVE ASSETS												DERIVATIVE LIABILITIES
(Dollars in millions)			ASSETS AT FAIR VALUE			OTHER CURRENT ASSETS			OTHER LONG-TERM ASSETS						LIABILITIES AT FAIR VALUE			ACCRUED LIABILITIES			OTHER LONG-TERM LIABILITIES
Level 2:
Foreign exchange forwards and options(1)			$	875		$	669		$	206					$	76		$	65		$	11
Embedded derivatives			5			5			—						1			1			—
TOTAL			$	880		$	674		$	206					$	77		$	66		$	11

*(1)*If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $76 million as of May 31, 2022. As of that date, the Company received $486 million of cash collateral from counterparties related to foreign exchange derivative instruments. No amount of collateral was posted on the derivative liability balance as of May 31, 2022.

			MAY 31, 2021
			DERIVATIVE ASSETS												DERIVATIVE LIABILITIES
(Dollars in millions)			ASSETS AT FAIR VALUE			OTHER CURRENT ASSETS			OTHER LONG-TERM ASSETS						LIABILITIES AT FAIR VALUE			ACCRUED LIABILITIES			OTHER LONG-TERM LIABILITIES
Level 2:
Foreign exchange forwards and options(1)			$	92		$	76		$	16					$	456		$	415		$	41
Embedded derivatives			—			—			—						1			1			—
TOTAL			$	92		$	76		$	16					$	457		$	416		$	41

*(1)*If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $93 million as of May 31, 2021. As of that date, the Company had posted $39 million of cash collateral to various counterparties related to foreign exchange derivative instruments. No amount of collateral was received on the Company's derivative asset balance as of May 31, 2021.

For additional information related to the Company's derivative financial instruments, refer to Note 14 — Risk Management and Derivatives. For fair value information regarding Notes payable and Long-term debt, refer to Note 7 — Short-Term Borrowings and Credit Lines and Note 8 — Long-Term Debt, respectively.

The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.

NON-RECURRING FAIR VALUE MEASUREMENTS

As further discussed in Note 20 — Acquisitions and Divestitures, during fiscal 2020, the Company met the criteria to recognize the related assets and liabilities of its Brazil, Argentina, Chile and Uruguay entities as held-for-sale. This required the Company to remeasure the disposal groups at fair value, less costs to sell, which is considered a Level 3 fair value measurement and was based on each transaction's estimated consideration. During fiscal 2022, the Company continued to use estimated consideration to measure the fair value of each disposal group.

All other assets or liabilities required to be measured at fair value on a non-recurring basis as of May 31, 2022 and 2021 were immaterial.

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NOTE 7 — SHORT-TERM BORROWINGS AND CREDIT LINES

Notes payable as of May 31, 2022 and 2021, are summarized below:

			MAY 31,
			2022												2021
(Dollars in millions)			BORROWINGS			INTEREST RATE									BORROWINGS			INTEREST RATE
Notes payable:
U.S. operations			$	—		0.00		%							—			0.00		%
Non-U.S. operations			$	10		19.80		%	(1)						$	2		17.80		%	(1)
TOTAL NOTES PAYABLE			$	10											$	2

*(1)*Weighted average interest rate includes non-interest bearing overdrafts.

The carrying amounts reflected in the Consolidated Balance Sheets for Notes payable approximate fair value.

On March 11, 2022, the Company entered into a 364-day committed credit facility agreement with a syndicate of banks, which provides for up to $1 billion of borrowings, with an option to increase borrowings up to $1.5 billion in total with lender approval. The facility matures on March 10, 2023, with an option to extend the maturity date an additional 364 days. This facility replaces the prior $1 billion 364-day credit facility agreement entered into on March 15, 2021, which would have matured on March 14, 2022. Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing Term Secured Overnight Financing Rate (Term SOFR) for the applicable interest period plus 0.60%. The facility fee is 0.02% of the total undrawn commitment.

On March 11, 2022, the Company also entered into a five-year committed credit facility agreement with a syndicate of banks which provides for up to $2 billion of borrowings, with the option to increase borrowings up to $3 billion in total with lender approval. The facility matures on March 11, 2027, with options to extend the maturity date up to an additional two years. This facility replaces the prior $2 billion five-year credit facility agreement entered into on August 16, 2019, which would have matured on August 16, 2024. Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing Term SOFR for the applicable interest period plus 0.60%. The facility fee is 0.04% of the total undrawn commitment.

As of and for the periods ended May 31, 2022 and 2021, no amounts were outstanding under any of the Company's committed credit facilities.

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NOTE 8 — LONG-TERM DEBT

Long-term debt, net of unamortized premiums, discounts and debt issuance costs, comprises the following:

												BOOK VALUE OUTSTANDING AS OF MAY 31,
Scheduled Maturity (Dollars in millions)			ORIGINAL PRINCIPAL			INTEREST RATE			INTEREST PAYMENTS			2022			2021
Corporate Term Debt:(1)(2)
May 1, 2023			$	500		2.25		%	Semi-Annually			$	500		$	499
March 27, 2025			1,000			2.40		%	Semi-Annually			996			995
November 1, 2026			1,000			2.38		%	Semi-Annually			997			996
March 27, 2027			1,000			2.75		%	Semi-Annually			996			995
March 27, 2030			1,500			2.85		%	Semi-Annually			1,491			1,490
March 27, 2040			1,000			3.25		%	Semi-Annually			986			986
May 1, 2043			500			3.63		%	Semi-Annually			496			496
November 1, 2045			1,000			3.88		%	Semi-Annually			985			984
November 1, 2046			500			3.38		%	Semi-Annually			492			491
March 27, 2050			1,500			3.38		%	Semi-Annually			1,481			1,481
Total												9,420			9,413
Less Current Portion of Long-Term Debt												500			—
TOTAL LONG-TERM DEBT												$	8,920		$	9,413

*(1)*These senior unsecured obligations rank equally with the Company's other unsecured and unsubordinated indebtedness.

*(2)*The bonds are redeemable at the Company's option at a price equal to the greater of (i) 100% of the aggregate principal amount of the notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. However, the bonds also feature a par call provision, which allows for the bonds to be redeemed at a price equal to 100% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest on or after the Par Call Date, as defined in the respective notes.

The scheduled maturity of Long-term debt in each of the years ending May 31, 2023 through 2027, are $500 million, $0 million, $1,000 million, $0 million and $2,000 million, respectively, at face value.

The Company's Long-term debt is recorded at adjusted cost, net of unamortized premiums, discounts and debt issuance costs. The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). The fair value of the Company's Long-term debt, including the current portion, was approximately $8,933 million and $10,275 million as of May 31, 2022 and 2021, respectively.

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NOTE 9 — INCOME TAXES

Income before income taxes is as follows:

			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021			2020
Income before income taxes:
United States			$	6,020		$	5,723		$	2,954
Foreign			631			938			(67)
TOTAL INCOME BEFORE INCOME TAXES			$	6,651		$	6,661		$	2,887

The provision for income taxes is as follows:

			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021			2020
Current:
United States
Federal			$	231		$	328		$	(109)
State			98			134			81
Foreign			926			857			756
Total Current			1,255			1,319			728
Deferred:
United States
Federal			(522)			(371)			(231)
State			(16)			(34)			(47)
Foreign			(112)			20			(102)
Total Deferred			(650)			(385)			(380)
TOTAL INCOME TAX EXPENSE			$	605		$	934		$	348

A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate is as follows:

			YEAR ENDED MAY 31,
			2022			2021			2020
Federal income tax rate			21.0		%	21.0		%	21.0		%
State taxes, net of federal benefit			1.4		%	1.3		%	0.8		%
Foreign earnings			-1.8		%	0.2		%	5.9		%
Subpart F deferred tax benefit			-4.7		%	0.0		%	0.0		%
Foreign-derived intangible income benefit			-4.1		%	-3.7		%	-8.1		%
Excess tax benefits from share-based compensation			-4.9		%	-4.5		%	-7.2		%
Income tax audits and contingency reserves			1.5		%	1.5		%	-1.4		%
U.S. research and development tax credit			-1.0		%	-0.9		%	-1.8		%
Other, net			1.7		%	-0.9		%	2.9		%
EFFECTIVE INCOME TAX RATE			9.1		%	14.0		%	12.1		%

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Tax Act"), which significantly changed U.S. tax law and included a provision to tax global intangible low-taxed income (GILTI) of foreign subsidiaries. The Company recognizes taxes due under the GILTI provision as a current period expense.

The effective tax rate for the fiscal year ended May 31, 2022 was lower than the effective tax rate for the fiscal year ended May 31, 2021. The decrease was primarily due to a shift in the Company's earnings mix and recognition of a non-cash, one-time benefit related to the onshoring of the Company's non-U.S. intangible property. During the fourth quarter of fiscal 2022, the Company onshored certain non-U.S. intangible property ownership rights and implemented changes in the Company's legal entity structure. The tax restructuring increases the possibility that foreign earnings in future periods will be subject to tax in the U.S. due to Subpart F of the Internal Revenue Code. The Company recognized a deferred tax asset and corresponding non-cash deferred income tax benefit of 4.7%, to establish the deferred tax deduction that is expected to reduce taxable income in future periods.

2022 FORM 10-K 73

The effective tax rate for the fiscal year ended May 31, 2021 was higher than the effective tax rate for the fiscal year ended May 31, 2020, due to a change in the proportion of earnings taxed in the U.S., related to the recovery from the impact of the COVID-19 pandemic and less favorable impacts from discrete items such as stock-based compensation. Income tax audit and contingency reserves for the fiscal year ended May 31, 2021, reflects recognition of a reserve of 1.2% related to Altera Corp. v. Commissioner, where the taxpayer was denied a hearing before the U.S. Supreme Court on June 22, 2020, thereby ratifying the Ninth Circuit Court's decision and requiring the inclusion of stock-based compensation in intercompany cost-sharing arrangements, and other matters of 0.3%.

Deferred tax assets and liabilities comprise the following as of:

			MAY 31,
(Dollars in millions)			2022			2021
Deferred tax assets:
Inventories(1)			$	136		$	78
Sales return reserves(1)			109			100
Deferred compensation(1)			313			350
Stock-based compensation			195			175
Reserves and accrued liabilities(1)			145			96
Operating lease liabilities			508			499
Intangibles			275			187
Capitalized research and development expenditures			353			349
Net operating loss carry-forwards			8			15
Subpart F deferred tax			313			—
Foreign tax credit carry-forward			103			—
Other(1)			148			178
Total deferred tax assets			2,606			2,027
Valuation allowance			(19)			(12)
Total deferred tax assets after valuation allowance			2,587			2,015
Deferred tax liabilities:
Foreign withholding tax on undistributed earnings of foreign subsidiaries			(146)			(182)
Property, plant and equipment(1)			(247)			(255)
Right-of-use assets			(437)			(431)
Other(1)			(92)			(14)
Total deferred tax liabilities			(922)			(882)
NET DEFERRED TAX ASSET			$	1,665		$	1,133

*(1)*The above amounts exclude deferred taxes held-for-sale as of May 31, 2022 and 2021. See Note 20 — Acquisitions and Divestitures for additional information.

The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits as of:

			MAY 31,
(Dollars in millions)			2022			2021			2020
Unrecognized tax benefits, beginning of the period			$	896		$	771		$	808
Gross increases related to prior period tax positions			71			77			181
Gross decreases related to prior period tax positions			(145)			(22)			(171)
Gross increases related to current period tax positions			62			59			50
Settlements			(17)			(5)			(58)
Lapse of statute of limitations			(10)			(6)			(28)
Changes due to currency translation			(9)			22			(11)
UNRECOGNIZED TAX BENEFITS, END OF THE PERIOD			$	848		$	896		$	771

As of May 31, 2022, total gross unrecognized tax benefits, excluding related interest and penalties, were $848 million, of which $626 million would affect the Company's effective tax rate if recognized in future periods. The majority of the total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets.

2022 FORM 10-K 74

The Company recognizes interest and penalties related to income tax matters in Income tax expense. The liability for payment of interest and penalties increased by $45 million during the fiscal year ended May 31, 2022, increased by $45 million during the fiscal year ended May 31, 2021, and decreased by $16 million during the fiscal year ended May 31, 2020. As of May 31, 2022 and 2021, accrued interest and penalties related to uncertain tax positions were $248 million and $203 million, respectively (excluding federal benefit) and included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets.

As of May 31, 2022 and 2021, long-term income taxes payable were $535 million and $640 million, respectively, and were included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets.

The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company is currently under audit by the U.S. IRS for fiscal years 2017 through 2019. The Company has closed all U.S. federal income tax matters through fiscal 2016, with the exception of certain transfer pricing adjustments. Tax years after 2011 remain open in certain major foreign jurisdictions. Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $20 million within the next 12 months. In January 2019, the European Commission opened a formal investigation to examine whether the Netherlands has breached State Aid rules when granting certain tax rulings to the Company. The Company believes the investigation is without merit. If this matter is adversely resolved, the Netherlands may be required to assess additional amounts with respect to prior periods, and the Company's income taxes related to prior periods in the Netherlands could increase.

The Company historically had not provided for deferred income taxes on the undistributed earnings of certain foreign subsidiaries as they were considered indefinitely reinvested outside the U.S. During the fourth quarter of fiscal 2022, in connection with a change in the Company's legal entity structure that reduced the withholding tax consequences of a decision to remit undistributed earnings in the Netherlands, the Company changed its assertion regarding its ability and intent to indefinitely reinvest undistributed earnings of certain foreign subsidiaries. The Company has evaluated its historic indefinite reinvestment assertion as a result of the legal entity restructuring and determined that any historical or future undistributed earnings of foreign subsidiaries are no longer considered to be indefinitely reinvested. There is no deferred tax liability associated with those earnings.

A portion of the Company's foreign operations benefit from a tax holiday, which is set to expire in 2031. This tax holiday may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The tax benefit attributable to this tax holiday, before taking into consideration other U.S. indirect tax provisions, was $221 million, $238 million and $238 million for the fiscal years ended May 31, 2022, 2021 and 2020, respectively. The benefit of the tax holiday on diluted earnings per common share was $0.14, $0.15 and $0.15 for the fiscal years ended May 31, 2022, 2021 and 2020, respectively.

Deferred tax assets as of May 31, 2022 and 2021, were reduced by a valuation allowance. For the fiscal year ended May 31, 2022, a valuation allowance was provided for U.S. capital loss carryforwards and on tax benefits generated by certain entities with operating losses. For the fiscal year ended May 31, 2021, a valuation allowance was provided for U.S. capital loss carryforwards and on tax benefits generated by certain entities with operating losses. There was a $7 million net increase in the valuation allowance for the fiscal year ended May 31, 2022, compared to a $14 million net decrease for the fiscal year ended May 31, 2021, and $62 million net decrease for the fiscal year ended May 31, 2020.

The Company has recorded deferred tax assets of $103 million as of May 31, 2022 for U.S. foreign tax credit carry-forwards which will begin to expire in 2032.

The Company has available domestic and foreign loss carry-forwards of $44 million as of May 31, 2022. If not utilized, such losses will expire as follows:

			YEAR ENDING MAY 31,
(Dollars in millions)			2023			2024			2025			2026			2027-2042			INDEFINITE			TOTAL
Net operating losses			$	—		$	—		$	—		$	—		$	7		$	37		$	44

2022 FORM 10-K 75

NOTE 10 — REDEEMABLE PREFERRED STOCK

Sojitz America is the sole owner of the Company's authorized redeemable preferred stock, $1 par value, which is redeemable at the option of Sojitz America or the Company at par value aggregating $0.3 million. A cumulative dividend of $0.10 per share is payable annually on May 31, and no dividends may be declared or paid on the common stock of the Company unless dividends on the redeemable preferred stock have been declared and paid in full. There have been no changes in the redeemable preferred stock in the fiscal years ended May 31, 2022, 2021 and 2020. As the holder of the redeemable preferred stock, Sojitz America does not have general voting rights but does have the right to vote as a separate class on the sale of all or substantially all of the assets of the Company and its subsidiaries; on merger, consolidation, liquidation or dissolution of the Company; or on the sale or assignment of the NIKE trademark for athletic footwear sold in the United States. The redeemable preferred stock has been fully issued to Sojitz America and is not blank check preferred stock. The Company's articles of incorporation do not permit the issuance of additional preferred stock.

NOTE 11 — COMMON STOCK AND STOCK-BASED COMPENSATION

COMMON STOCK

The authorized number of shares of Class A Common Stock, no par value, and Class B Common Stock, no par value, are 400 million and 2,400 million, respectively. Each share of Class A Common Stock is convertible into one share of Class B Common Stock. Voting rights of Class B Common Stock are limited in certain circumstances with respect to the election of directors. There are no differences in the dividend and liquidation preferences or participation rights of the holders of Class A and Class B Common Stock. From time to time, the Company's Board of Directors authorizes share repurchase programs for the repurchase of Class B Common Stock. The value of repurchased shares is deducted from Total shareholders' equity through allocation to Capital in excess of stated value and Retained earnings.

STOCK-BASED COMPENSATION

The NIKE, Inc. Stock Incentive Plan (the “Stock Incentive Plan”) provides for the issuance of up to 798 million previously unissued shares of Class B Common Stock in connection with equity awards granted under the Stock Incentive Plan. The Stock Incentive Plan authorizes the grant of non-statutory stock options, incentive stock options, stock appreciation rights, and stock awards, including restricted stock and restricted stock units. Restricted stock units include both time-vesting restricted stock units (RSUs) as well as performance-based restricted stock units (PSUs). A committee of the Board of Directors administers the Stock Incentive Plan and has the authority to determine the employees to whom awards will be made, the amount of the awards and the other terms and conditions of the awards. The Company generally grants stock options, restricted stock and restricted stock units on an annual basis. The exercise price for stock options and stock appreciation rights may not be less than the fair market value of the underlying shares on the date of grant. Substantially all awards under the Stock Incentive Plan vest ratably over 4 years of continued employment, with stock options expiring 10 years from the date of grant. During the fiscal year ended May 31, 2022, under the Stock Incentive Plan, the Company granted PSUs which replaced cash-based long-term incentive awards historically granted under the Company's Long-Term Incentive Plan. The impact of granting PSUs during the fiscal year ended May 31, 2022, was not material to the Company’s Consolidated Financial Statements.

The following table summarizes the Company's total stock-based compensation expense recognized in Cost of sales or Operating overhead expense, as applicable:

			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021			2020
Stock options(1)			$	297		$	323		$	237
ESPPs			60			63			53
Restricted stock and restricted stock units(1)(2)			281			225			139
TOTAL STOCK-BASED COMPENSATION EXPENSE			$	638		$	611		$	429

*(1)*Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is primarily recorded for employees meeting certain retirement eligibility requirements and was $57 million, $67 million and $53 million for the fiscal years ended May 31, 2022, 2021 and 2020, respectively. During fiscal 2022 and 2021, an immaterial amount of accelerated stock option and restricted stock unit expense was also recorded for certain employees impacted by the Company's organizational realignment. For more information, see Note 21 — Restructuring.

*(2)*Restricted stock units includes RSUs and PSUs.

The income tax benefit related to stock-based compensation expense was $327 million, $297 million and $207 million for the fiscal years ended May 31, 2022, 2021 and 2020, respectively, and reported within Income tax expense.

2022 FORM 10-K 76

STOCK OPTIONS

The weighted average fair value per share of the options granted during the years ended May 31, 2022, 2021 and 2020, computed as of the grant date using the Black-Scholes pricing model, was $37.53, $26.75 and $18.71, respectively. The weighted average assumptions used to estimate these fair values were as follows:

			YEAR ENDED MAY 31,
			2022			2021			2020
Dividend yield			0.8		%	0.9		%	1.0		%
Expected volatility			24.9		%	27.3		%	23.0		%
Weighted average expected life (in years)			5.8			6.0			6.0
Risk-free interest rate			0.9		%	0.4		%	1.5		%

Expected volatilities are based on an analysis of the historical volatility of the Company's common stock, the implied volatility in market traded options on the Company's common stock with a term greater than one year, as well as other factors. The weighted average expected life of options is based on an analysis of historical and expected future exercise patterns. The interest rate is based on the U.S. Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the expected term of the options.

The following summarizes the stock option transactions under the plan discussed above:

			SHARES**(1)**			WEIGHTED AVERAGE OPTION PRICE
			(In millions)
Options outstanding as of May 31, 2021			78.3			$	72.88
Exercised			(17.1)			54.32
Forfeited			(2.5)			114.89
Granted			9.3			164.91
Options outstanding as of May 31, 2022			68.0			$	88.66

*(1)*Includes stock appreciation rights transactions.

Options exercisable as of May 31, 2022 were 40.3 million and had a weighted average option price of $68.15 per share. The aggregate intrinsic value for options outstanding and exercisable as of May 31, 2022 was $2,456 million and $2,045 million, respectively. The total intrinsic value of the options exercised during the years ended May 31, 2022, 2021 and 2020 was $1,742 million, $1,571 million and $1,161 million, respectively. The intrinsic value is the amount by which the market value of the underlying stock exceeds the exercise price of the options. The weighted average contractual life remaining for options outstanding and options exercisable as of May 31, 2022 was 6.0 years and 4.6 years, respectively. As of May 31, 2022, the Company had $405 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized in Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.5 years.

EMPLOYEE STOCK PURCHASE PLANS

In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount from the market price under employee stock purchase plans (ESPPs). Subject to the annual statutory limit, employees are eligible to participate through payroll deductions of up to 10% of their compensation. At the end of each six-month offering period, shares are purchased by the participants at 85% of the lower of the fair market value at the beginning or the end of the offering period. Employees purchased 2.0 million, 2.5 million and 2.7 million shares during each of the fiscal years ended May 31, 2022, 2021 and 2020, respectively.

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

Recipients of restricted stock are entitled to cash dividends and to vote their respective shares throughout the period of restriction. Recipients of restricted stock units, which includes RSUs and PSUs, are entitled to dividend equivalent cash payments upon vesting. The number of shares of restricted stock and restricted stock units vested includes shares of common stock withheld by the Company on behalf of employees to satisfy the minimum statutory tax withholding requirements.

PSUs provide the right to receive shares of the Company's common stock based on the Company's achievement of certain performance criteria throughout the three-year performance period and continued employment through the vesting date. As such, the number of shares issued at the end of the performance period may range between 0% and 200% of the original target award amount (100%).

2022 FORM 10-K 77

The following summarizes the restricted stock and restricted stock unit activity under the plan discussed above:

						SHARES			WEIGHTED AVERAGE GRANT DATE FAIR VALUE
						(In millions)
Nonvested as of May 31, 2021						6.6			$	99.70
Vested						(2.3)			93.70
Forfeited						(0.7)			123.54
Granted(1)						3.1			168.04
Nonvested as of May 31, 2022						6.7			$	130.88

*(1)*Includes 0.5 million PSUs, which are presented assuming issuance at the original target award amount (100%).

The weighted average fair value per share of restricted stock and RSUs granted for the fiscal years ended May 31, 2022, 2021 and 2020, computed as of the grant date, was $153.63, $113.84 and $88.26, respectively. During the fiscal years ended May 31, 2022, 2021 and 2020, the aggregate fair value of vested restricted stock and RSUs was $354 million, $310 million and $98 million, respectively, computed as of the date of vesting.

The weighted average fair value per share of PSUs granted for the fiscal year ended May 31, 2022, computed as of the grant date was $239.38. The fair value of PSUs is estimated on the grant date using a Monte Carlo simulation assuming a weighted average expected volatility of 27.1% and weighted average risk-free interest rate of 0.5%. Expected volatilities are based on an analysis of the historical volatility of the Company's common stock at the date of grant for periods corresponding with the vesting period of the PSU. The interest rate is based on the U.S. Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the vesting period of the PSU. No PSUs vested during the fiscal year ended May 31, 2022.

As of May 31, 2022, the Company had $587 million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized in Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.4 years.

NOTE 12 — EARNINGS PER SHARE

The following is a reconciliation from basic earnings per common share to diluted earnings per common share. The computations of diluted earnings per common share excluded restricted stock, restricted stock units and options, including shares under ESPPs, to purchase an estimated additional 9.4 million, 11.3 million and 30.6 million shares of common stock outstanding for the fiscal years ended May 31, 2022, 2021 and 2020, respectively, because the awards were assumed to be anti-dilutive.

			YEAR ENDED MAY 31,
(In millions, except per share data)			2022			2021			2020
Net income available to common stockholders			$	6,046		$	5,727		$	2,539
Determination of shares:
Weighted average common shares outstanding			1,578.8			1,573.0			1,558.8
Assumed conversion of dilutive stock options and awards			32.0			36.4			32.8
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING			1,610.8			1,609.4			1,591.6
Earnings per common share:
Basic			$	3.83		$	3.64		$	1.63
Diluted			$	3.75		$	3.56		$	1.60

NOTE 13 — BENEFIT PLANS

The Company has a qualified 401(k) Savings and Profit Sharing Plan, in which all U.S. employees are able to participate. The Company matches a portion of employee contributions to the savings plan. Company contributions to the savings plan were $126 million, $110 million and $107 million and included in Cost of sales or Operating overhead expense, as applicable, for the years ended May 31, 2022, 2021 and 2020, respectively. The terms of the plan also allow for annual discretionary profit sharing contributions, as recommended by senior management and approved by the Board of Directors, to the accounts of eligible U.S. employees who work at least 1,000 hours in a year. There were no profit sharing contributions made to the plan for the fiscal years ended May 31, 2022, 2021 and 2020.

2022 FORM 10-K 78

The Company also has a Long-Term Incentive Plan (LTIP) adopted by the Board of Directors and approved by shareholders in September 1997, which has been amended from time to time. The Company recognized $16 million, $78 million and $66 million of Operating overhead expense related to cash awards under the LTIP during the years ended May 31, 2022, 2021 and 2020, respectively. During the fiscal year ended May 31, 2022, under the Stock Incentive Plan, the Company granted PSUs which replaced cash-based long-term incentive awards historically granted under the Company's LTIP. Refer to Note 11 — Common Stock and Stock-Based Compensation for further information related to PSUs.

The Company allows certain highly compensated employees and non-employee directors of the Company to defer compensation under a nonqualified deferred compensation plan. A rabbi trust was established to fund the Company's nonqualified deferred compensation plan obligation. The assets in the rabbi trust of approximately $876 million and $945 million as of May 31, 2022 and 2021, respectively, primarily consist of company owned life insurance policies recorded at their cash surrender value and are classified in Deferred income taxes and other assets on the Consolidated Balance Sheets. Deferred compensation plan liabilities were $890 million and $944 million as of May 31, 2022 and 2021, respectively, and primarily classified in Deferred income taxes and other liabilities on the Consolidated Balance Sheets.

The Company has pension plans in various countries worldwide. The pension plans are only available to local employees and are generally government mandated. The liability related to the unfunded pension liabilities of the plans was $30 million and $64 million as of May 31, 2022 and 2021, respectively, and primarily classified as non-current in Deferred income taxes and other liabilities on the Consolidated Balance Sheets.

NOTE 14 — RISK MANAGEMENT AND DERIVATIVES

The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes.

The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP. The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to either recognized assets or liabilities or forecasted transactions and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.

The majority of derivatives outstanding as of May 31, 2022, are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, British Pound/Euro, Chinese Yuan/U.S. Dollar and Japanese Yen/U.S. Dollar currency pairs. All derivatives are recognized on the Consolidated Balance Sheets at fair value and classified based on the instrument's maturity date.

2022 FORM 10-K 79

The following tables present the fair values of derivative instruments included within the Consolidated Balance Sheets:

			DERIVATIVE ASSETS
			BALANCE SHEET LOCATION			MAY 31,
(Dollars in millions)			2022						2021
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options			Prepaid expenses and other current assets			$	639					$	42
Foreign exchange forwards and options			Deferred income taxes and other assets			206						16
Total derivatives formally designated as hedging instruments						845						58
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options			Prepaid expenses and other current assets			30						34
Embedded derivatives			Prepaid expenses and other current assets			5						—
Total derivatives not designated as hedging instruments						35						34
TOTAL DERIVATIVE ASSETS						$	880					$	92

			DERIVATIVE LIABILITIES
			BALANCE SHEET LOCATION			MAY 31,
(Dollars in millions)			2022						2021
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options			Accrued liabilities			$	37					$	385
Foreign exchange forwards and options			Deferred income taxes and other liabilities			11						41
Total derivatives formally designated as hedging instruments						48						426
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options			Accrued liabilities			28						30
Embedded derivatives			Accrued liabilities			1						1
Total derivatives not designated as hedging instruments						29						31
TOTAL DERIVATIVE LIABILITIES						$	77					$	457

The following table presents the amounts in the Consolidated Statements of Income in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items for the fiscal years ended May 31, 2022, 2021 and 2020:

			YEAR ENDED MAY 31,
			2022									2021									2020
(Dollars in millions)			TOTAL			AMOUNT OF GAIN (LOSS) ON CASH FLOW HEDGE ACTIVITY						TOTAL			AMOUNT OF GAIN (LOSS) ON CASH FLOW HEDGE ACTIVITY						TOTAL			AMOUNT OF GAIN (LOSS) ON CASH FLOW HEDGE ACTIVITY
Revenues			$	46,710		$	(82)					$	44,538		$	45					$	37,403		$	(17)
Cost of sales			25,231			(23)						24,576			51						21,162			364
Demand creation expense			3,850			1						3,114			3						3,592			(2)
Other (income) expense, net			(181)			130						14			(47)						139			181
Interest expense (income), net			205			(7)						262			(7)						89			(7)

2022 FORM 10-K 80

The following tables present the amounts affecting the Consolidated Statements of Income for the years ended May 31, 2022, 2021 and 2020:

(Dollars in millions)			AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES**(1)**												AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME**(1)**
YEAR ENDED MAY 31,												LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME						YEAR ENDED MAY 31,
2022			2021			2020									2022			2021			2020
Derivatives designated ascash flow hedges:
Foreign exchange forwardsand options			$	(39)		$	(61)		$	28					Revenues						$	(82)		$	45		$	(17)
Foreign exchange forwardsand options			889			(563)			283						Cost of sales						(23)			51			364
Foreign exchange forwardsand options			(6)			5			1						Demand creation expense						1			3			(2)
Foreign exchange forwardsand options			492			(163)			90						Other (income) expense, net						130			(47)			181
Interest rate swaps(2)			—			—			—						Interest expense (income), net						(7)			(7)			(7)
Total designated cash****flow hedges			$	1,336		$	(782)		$	402											$	19		$	45		$	519

*(1)*For the fiscal years ended May 31, 2022, 2021 and 2020, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

*(2)*Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt.

			AMOUNT OF GAIN (LOSS) RECOGNIZED****IN INCOME ON DERIVATIVES												LOCATION OF GAIN (LOSS)RECOGNIZED IN INCOMEON DERIVATIVES
			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021			2020
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options			$	40		$	(150)		$	76					Other (income) expense, net
Embedded derivatives			(2)			(17)			(1)						Other (income) expense, net

CASH FLOW HEDGES

All changes in fair value of derivatives designated as cash flow hedge instruments are recorded in Accumulated other comprehensive income (loss) until Net income is affected by the variability of cash flows of the hedged transaction. Effective hedge results are classified in the Consolidated Statements of Income in the same manner as the underlying exposure. When it is no longer probable the forecasted hedged transaction will occur in the initially identified time period, hedge accounting is discontinued and the Company accounts for the associated derivative as an undesignated instrument as discussed below. Additionally, the gains and losses associated with derivatives no longer designated as cash flow hedge instruments in Accumulated other comprehensive income (loss) are recognized immediately in Other (income) expense, net, if it is probable the forecasted hedged transaction will not occur by the end of the initially identified time period or within an additional two-month period thereafter. In rare circumstances, the additional period of time may exceed two months due to extenuating circumstances related to the nature of the forecasted transaction that are outside the control or influence of the Company.

The purpose of the Company's foreign exchange risk management program is to lessen both the positive and negative effects of currency fluctuations on the Company's consolidated results of operations, financial position and cash flows. Foreign currency exposures the Company may elect to hedge in this manner include product costs, non-functional currency denominated revenues, intercompany revenues, demand creation expenses, investments in U.S. Dollar denominated available-for-sale debt securities and certain other intercompany transactions.

Product cost foreign currency exposures are primarily generated through non-functional currency denominated product purchases and the foreign currency adjustment program described below. NIKE entities primarily purchase product in two ways: (1) Certain NIKE entities purchase product from the NIKE Trading Company (NTC), a wholly-owned sourcing hub that buys NIKE branded products from third party factories, predominantly in U.S. Dollars. The NTC, whose functional currency is the U.S. Dollar, then sells the product to NIKE entities in their respective functional currencies. NTC sales to a NIKE entity with a different

2022 FORM 10-K 81

functional currency result in a foreign currency exposure for the NTC. (2) Other NIKE entities purchase product directly from third party factories in U.S. Dollars. These purchases generate a foreign currency exposure for those NIKE entities with a functional currency other than the U.S. Dollar.

The Company operates a foreign currency adjustment program with certain factories. The program is designed to more effectively manage foreign currency risk by assuming certain of the factories' foreign currency exposures, some of which are natural offsets to the Company's existing foreign currency exposures. Under this program, the Company's payments to these factories are adjusted for rate fluctuations in the basket of currencies (“factory currency exposure index”) in which the labor, materials and overhead costs incurred by the factories in the production of NIKE branded products (“factory input costs”) are denominated. For the portion of the indices denominated in the local or functional currency of the factory, the Company may elect to place formally designated cash flow hedges. For all currencies within the indices, excluding the U.S. Dollar and the local or functional currency of the factory, an embedded derivative contract is created upon the factory's acceptance of NIKE's purchase order. Embedded derivative contracts are separated from the related purchase order, as further described within the Embedded Derivatives section below.

The Company's policy permits the utilization of derivatives to reduce its foreign currency exposures where internal netting or other strategies cannot be effectively employed. Typically, the Company may enter into hedge contracts starting up to 12 to 24 months in advance of the forecasted transaction and may place incremental hedges up to 100% of the exposure by the time the forecasted transaction occurs. The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was $18.5 billion as of May 31, 2022.

As of May 31, 2022, approximately $607 million of deferred net gains (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income. Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivative contracts currently outstanding mature. As of May 31, 2022, the maximum term over which the Company hedges exposures to the variability of cash flows for its forecasted transactions was 24 months.

FAIR VALUE HEDGES

The Company has, in the past, been exposed to the risk of changes in the fair value of certain fixed-rate debt attributable to changes in interest rates. Derivatives used by the Company to hedge this risk are receive-fixed, pay-variable interest rate swaps. The Company had no interest rate swaps designated as fair value hedges as of May 31, 2022.

NET INVESTMENT HEDGES

The Company has, in the past, hedged and may, in the future, hedge the risk of variability in foreign currency-denominated net investments in wholly-owned international operations. All changes in fair value of the derivatives designated as net investment hedges are reported in Accumulated other comprehensive income (loss) along with the foreign currency translation adjustments on those investments. The Company had no outstanding net investment hedges as of May 31, 2022.

UNDESIGNATED DERIVATIVE INSTRUMENTS

The Company may elect to enter into foreign exchange forwards to mitigate the change in fair value of specific assets and liabilities on the Consolidated Balance Sheets and/or embedded derivative contracts. These undesignated instruments are recorded at fair value as a derivative asset or liability on the Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense, net, together with the remeasurement gain or loss from the hedged balance sheet position and/or embedded derivative contract. The total notional amount of outstanding undesignated derivative instruments was $3 billion as of May 31, 2022.

EMBEDDED DERIVATIVES

As part of the foreign currency adjustment program described above, an embedded derivative contract is created upon the factory's acceptance of NIKE's purchase order for currencies within the factory currency exposure indices that are neither the U.S. Dollar nor the local or functional currency of the factory. In addition, embedded derivative contracts are created when the Company enters into certain other contractual agreements which have payments that are indexed to currencies that are not the functional currency of either substantial party to the contracts. Embedded derivative contracts are treated as foreign currency forward contracts that are bifurcated from the related contract and recorded at fair value as a derivative asset or liability on the Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense, net, through the date the foreign currency fluctuations cease to exist.

As of May 31, 2022, the total notional amount of embedded derivatives outstanding was approximately $584 million.

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CREDIT RISK

The Company is exposed to credit-related losses in the event of nonperformance by counterparties to hedging instruments. The counterparties to all derivative transactions are major financial institutions with investment grade credit ratings; however, this does not eliminate the Company's exposure to credit risk with these institutions. This credit risk is limited to the unrealized gains in such contracts should any of these counterparties fail to perform as contracted. To manage this risk, the Company has established strict counterparty credit guidelines that are continually monitored.

The Company's derivative contracts contain credit risk-related contingent features designed to protect against significant deterioration in counterparties' creditworthiness and their ultimate ability to settle outstanding derivative contracts in the normal course of business. The Company's bilateral credit-related contingent features generally require the owing entity, either the Company or the derivative counterparty, to post collateral for the portion of the fair value in excess of $50 million should the fair value of outstanding derivatives per counterparty be greater than $50 million. Additionally, a certain level of decline in credit rating of either the Company or the counterparty could trigger collateral requirements. As of May 31, 2022, the Company was in compliance with all credit risk-related contingent features, and no derivative instruments with such features were in a net liability position. Accordingly, the Company posted no cash collateral as a result of these contingent features. Further, as of May 31, 2022, the Company had received $486 million in cash collateral from various counterparties to its derivative contracts. The Company considers the impact of the risk of counterparty default to be immaterial.

For additional information related to the Company's derivative financial instruments and collateral, refer to Note 6 — Fair Value Measurements.

NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in Accumulated other comprehensive income (loss), net of tax, were as follows:

(Dollars in millions)			FOREIGN CURRENCY TRANSLATION ADJUSTMENT**(1)**			CASH FLOW HEDGES			NET INVESTMENT HEDGES**(1)**			OTHER			TOTAL
Balance at May 31, 2021			$	2		$	(435)		$	115		$	(62)		$	(380)
Other comprehensive income (loss):
Other comprehensive gains (losses) before reclassifications(2)			(522)			1,222			—			28			728
Reclassifications to net income of previously deferred (gains) losses(3)			—			(8)			—			(22)			(30)
Total other comprehensive income (loss)			(522)			1,214			—			6			698
Balance at May 31, 2022			$	(520)		$	779		$	115		$	(56)		$	318

*(1)*The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.

*(2)*Net of tax benefit (expense) of $0 million, $(114) million, $0 million, $(9) million and $(123) million, respectively.

*(3)*Net of tax (benefit) expense of $0 million, $11 million, $0 million, $9 million and $20 million, respectively.

(Dollars in millions)			FOREIGN CURRENCY TRANSLATION ADJUSTMENT**(1)**			CASH FLOW HEDGES			NET INVESTMENT HEDGES**(1)**			OTHER			TOTAL
Balance at May 31, 2020			$	(494)		$	390		$	115		$	(67)		$	(56)
Other comprehensive income (loss):
Other comprehensive gains (losses) before reclassifications(2)			499			(788)			—			(8)			(297)
Reclassifications to net income of previously deferred (gains) losses(3)			(3)			(37)			—			13			(27)
Total other comprehensive income (loss)			496			(825)			—			5			(324)
Balance at May 31, 2021			$	2		$	(435)		$	115		$	(62)		$	(380)

*(1)*The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.

*(2)*Net of tax benefit (expense) of $0 million, $(6) million, $0 million, $(1) million and $(7) million, respectively.

*(3)*Net of tax (benefit) expense of $0 million, $8 million, $0 million, $0 million and $8 million, respectively.

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The following table summarizes the reclassifications from Accumulated other comprehensive income (loss) to the Consolidated Statements of Income:

			AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME						LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME
			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021
Gains (losses) on foreign currency translation adjustment			$	—		$	3		Other (income) expense, net
Total before tax						3
Tax (expense) benefit			—			—
Gain (loss) net of tax			—			3
Gains (losses) on cash flow hedges:
Foreign exchange forwards and options			$	(82)		45			Revenues
Foreign exchange forwards and options			(23)			51			Cost of sales
Foreign exchange forwards and options			1			3			Demand creation expense
Foreign exchange forwards and options			130			(47)			Other (income) expense, net
Interest rate swaps			(7)			(7)			Interest expense (income), net
Total before tax			19			45
Tax (expense) benefit			(11)			(8)
Gain (loss) net of tax			8			37
Gains (losses) on other			31			(13)			Other (income) expense, net
Total before tax			31			(13)
Tax (expense) benefit			(9)			—
Gain (loss) net of tax			22			(13)
Total net gain (loss) reclassified for the period			$	30		$	27

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NOTE 16 — REVENUES

DISAGGREGATION OF REVENUES

The following tables present the Company's Revenues disaggregated by reportable operating segment, major product line and distribution channel:

			YEAR ENDED MAY 31, 2022
(Dollars in millions)			NORTH AMERICA			EUROPE, MIDDLE EAST & AFRICA			GREATER CHINA			ASIA PACIFIC & LATIN AMERICA			GLOBAL BRAND DIVISIONS			TOTAL NIKE BRAND			CONVERSE			CORPORATE			TOTAL NIKE, INC.
Revenues by:
Footwear			$	12,228		$	7,388		$	5,416		$	4,111		$	—		$	29,143		$	2,094		$	—		$	31,237
Apparel			5,492			4,527			1,938			1,610			—			13,567			103			—			13,670
Equipment			633			564			193			234			—			1,624			26			—			1,650
Other			—			—			—			—			102			102			123			(72)			153
TOTAL REVENUES			$	18,353		$	12,479		$	7,547		$	5,955		$	102		$	44,436		$	2,346		$	(72)		$	46,710
Revenues by:
Sales to Wholesale Customers			$	9,621		$	8,377		$	4,081		$	3,529		$	—		$	25,608		$	1,292		$	—		$	26,900
Sales through Direct to Consumer			8,732			4,102			3,466			2,426			—			18,726			931			—			19,657
Other			—			—			—			—			102			102			123			(72)			153
TOTAL REVENUES			$	18,353		$	12,479		$	7,547		$	5,955		$	102		$	44,436		$	2,346		$	(72)		$	46,710

			YEAR ENDED MAY 31, 2021
(Dollars in millions)			NORTH AMERICA			EUROPE, MIDDLE EAST & AFRICA			GREATER CHINA			ASIA PACIFIC & LATIN AMERICA**(1)**			GLOBAL BRAND DIVISIONS			TOTAL NIKE BRAND			CONVERSE			CORPORATE			TOTAL NIKE, INC.
Revenues by:
Footwear			$	11,644		$	6,970		$	5,748		$	3,659		$	—		$	28,021		$	1,986		$	—		$	30,007
Apparel			5,028			3,996			2,347			1,494			—			12,865			104			—			12,969
Equipment			507			490			195			190			—			1,382			29			—			1,411
Other			—			—			—			—			25			25			86			40			151
TOTAL REVENUES			$	17,179		$	11,456		$	8,290		$	5,343		$	25		$	42,293		$	2,205		$	40		$	44,538
Revenues by:
Sales to Wholesale Customers			$	10,186		$	7,812		$	4,513		$	3,387		$	—		$	25,898		$	1,353		$	—		$	27,251
Sales through Direct to Consumer			6,993			3,644			3,777			1,956			—			16,370			766			—			17,136
Other			—			—			—			—			25			25			86			40			151
TOTAL REVENUES			$	17,179		$	11,456		$	8,290		$	5,343		$	25		$	42,293		$	2,205		$	40		$	44,538

*(1)*Refer to Note 20 — Acquisitions and Divestitures for additional information on the transition of the Company's NIKE Brand business in Brazil to a third-party distributor.

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			YEAR ENDED MAY 31, 2020
(Dollars in millions)			NORTH AMERICA			EUROPE, MIDDLE EAST & AFRICA			GREATER CHINA			ASIA PACIFIC & LATIN AMERICA			GLOBAL BRAND DIVISIONS			TOTAL NIKE BRAND			CONVERSE			CORPORATE			TOTAL NIKE, INC.
Revenues by:
Footwear			$	9,329		$	5,892		$	4,635		$	3,449		$	—		$	23,305		$	1,642		$	—		$	24,947
Apparel			4,639			3,053			1,896			1,365			—			10,953			89			—			11,042
Equipment			516			402			148			214			—			1,280			25			—			1,305
Other			—			—			—			—			30			30			90			(11)			109
TOTAL REVENUES			$	14,484		$	9,347		$	6,679		$	5,028		$	30		$	35,568		$	1,846		$	(11)		$	37,403
Revenues by:
Sales to Wholesale Customers			$	9,371		$	6,574		$	3,803		$	3,408		$	—		$	23,156		$	1,154		$	—		$	24,310
Sales through Direct to Consumer			5,113			2,773			2,876			1,620			—			12,382			602			—			12,984
Other			—			—			—			—			30			30			90			(11)			109
TOTAL REVENUES			$	14,484		$	9,347		$	6,679		$	5,028		$	30		$	35,568		$	1,846		$	(11)		$	37,403

For the fiscal years ended May 31, 2022, 2021 and 2020, Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Converse Other revenues were primarily attributable to licensing businesses. Corporate revenues primarily consisted of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse but managed through the Company's central foreign exchange risk management program.

As of May 31, 2022 and 2021, the Company did not have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilities on the Consolidated Balance Sheets.

SALES-RELATED RESERVES

As of May 31, 2022 and 2021, the Company's sales-related reserve balance, which includes returns, post-invoice sales discounts and miscellaneous claims, was $1,015 million and $1,077 million, respectively, recorded in Accrued liabilities on the Consolidated Balance Sheets. The estimated cost of inventory for expected product returns was $194 million and $269 million as of May 31, 2022 and 2021, respectively, and was recorded in Prepaid expenses and other current assets on the Consolidated Balance Sheets.

MAJOR CUSTOMERS

No customer accounted for 10% or more of the Company's consolidated net Revenues during the fiscal years ended May 31, 2022, 2021 and 2020.

NOTE 17 — OPERATING SEGMENTS AND RELATED INFORMATION

The Company's operating segments are evidence of the structure of the Company's internal organization. The NIKE Brand segments are defined by geographic regions for operations participating in NIKE Brand sales activity.

Each NIKE Brand geographic segment operates predominantly in one industry: the design, development, marketing and selling of athletic footwear, apparel and equipment. The Company's reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa (EMEA); Greater China; and Asia Pacific & Latin America (APLA), and include results for the NIKE and Jordan brands, results for the Hurley brand, prior to its divestiture in fiscal 2020, were included in North America. Refer to Note 20 — Acquisitions and Divestitures for information regarding the fiscal 2020 divestiture of the Company's wholly-owned subsidiary, Hurley, and the planned transition of NIKE Brand businesses in certain countries within APLA to third-party distributors.

The Company's NIKE Direct operations are managed within each NIKE Brand geographic operating segment. Converse is also a reportable segment for the Company and operates in one industry: the design, marketing, licensing and selling of athletic lifestyle sneakers, apparel and accessories.

Global Brand Divisions is included within the NIKE Brand for presentation purposes to align with the way management views the Company. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a

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geographic operating segment. Global Brand Divisions costs represent demand creation and operating overhead expense that include product creation and design expenses centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology.

Corporate consists primarily of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to the Company's headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses, including certain hedge gains and losses. For the fiscal year ended May 31, 2020, Corporate included a non-recurring impairment charge, recognized as a result of the Company's decision to transition certain NIKE Brand businesses within APLA to a third-party distributor. This charge primarily reflected the anticipated release of associated non-cash cumulative foreign currency translation losses. For more information regarding this charge, refer to Note 20 — Acquisitions and Divestitures.

The primary financial measure used by the Company to evaluate performance of individual operating segments is earnings before interest and taxes (EBIT), which represents Net income before Interest expense (income), net and Income tax expense in the Consolidated Statements of Income.

As part of the Company's centrally managed foreign exchange risk management program, standard foreign currency rates are assigned twice per year to each NIKE Brand entity in the Company's geographic operating segments and to Converse. These rates are set approximately nine and twelve months in advance of the future selling seasons to which they relate (specifically, for each currency, one standard rate applies to the fall and holiday selling seasons, and one standard rate applies to the spring and summer selling seasons) based on average market spot rates in the calendar month preceding the date they are established. Inventories and Cost of sales for geographic operating segments and Converse reflect the use of these standard rates to record non-functional currency product purchases in the entity's functional currency. Differences between assigned standard foreign currency rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses generated from the Company's centrally managed foreign exchange risk management program and other conversion gains and losses.

Accounts receivable, net, Inventories and Property, plant and equipment, net for operating segments are regularly reviewed by management and are therefore provided below.

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			YEAR ENDED MAY 31,
(Dollars in millions)			2022			2021			2020
REVENUES
North America			$	18,353		$	17,179		$	14,484
Europe, Middle East & Africa			12,479			11,456			9,347
Greater China			7,547			8,290			6,679
Asia Pacific & Latin America			5,955			5,343			5,028
Global Brand Divisions			102			25			30
Total NIKE Brand			44,436			42,293			35,568
Converse			2,346			2,205			1,846
Corporate			(72)			40			(11)
TOTAL NIKE, INC. REVENUES			$	46,710		$	44,538		$	37,403
EARNINGS BEFORE INTEREST AND TAXES
North America			$	5,114		$	5,089		$	2,899
Europe, Middle East & Africa			3,293			2,435			1,541
Greater China			2,365			3,243			2,490
Asia Pacific & Latin America			1,896			1,530			1,184
Global Brand Divisions			(4,262)			(3,656)			(3,468)
Converse			669			543			297
Corporate			(2,219)			(2,261)			(1,967)
Interest expense (income), net			205			262			89
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES			$	6,651		$	6,661		$	2,887
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
North America			$	146		$	98		$	110
Europe, Middle East & Africa			197			153			139
Greater China			78			94			28
Asia Pacific & Latin America			56			54			41
Global Brand Divisions			222			278			438
Total NIKE Brand			699			677			756
Converse			9			7			12
Corporate			103			107			356
TOTAL ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT			$	811		$	791		$	1,124
DEPRECIATION
North America			$	124		$	130		$	148
Europe, Middle East & Africa			134			136			132
Greater China			41			46			44
Asia Pacific & Latin America			42			43			46
Global Brand Divisions			220			222			214
Total NIKE Brand			561			577			584
Converse			22			26			25
Corporate			134			141			112
TOTAL DEPRECIATION			$	717		$	744		$	721

2022 FORM 10-K 88

			AS OF MAY 31,
(Dollars in millions)			2022			2021
ACCOUNTS RECEIVABLE, NET
North America			$	1,850		$	1,777
Europe, Middle East & Africa			1,351			1,349
Greater China			406			288
Asia Pacific & Latin America(1)			664			643
Global Brand Divisions			113			128
Total NIKE Brand			4,384			4,185
Converse			230			225
Corporate			53			53
TOTAL ACCOUNTS RECEIVABLE, NET			$	4,667		$	4,463
INVENTORIES
North America			$	4,098		$	2,851
Europe, Middle East & Africa			1,887			1,821
Greater China			1,044			1,247
Asia Pacific & Latin America(1)			686			667
Global Brand Divisions			197			153
Total NIKE Brand			7,912			6,739
Converse			279			290
Corporate			229			(175)
TOTAL INVENTORIES			$	8,420		$	6,854
PROPERTY, PLANT AND EQUIPMENT, NET
North America			$	639		$	617
Europe, Middle East & Africa			920			982
Greater China			303			288
Asia Pacific & Latin America(1)			274			304
Global Brand Divisions			789			780
Total NIKE Brand			2,925			2,971
Converse			49			63
Corporate			1,817			1,870
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET			$	4,791		$	4,904

*(1)*Excludes assets held-for-sale as of May 31, 2022 and 2021. See Note 20 — Acquisitions and Divestitures for additional information.

REVENUES AND LONG-LIVED ASSETS BY GEOGRAPHIC AREA

After allocation of revenues for Global Brand Divisions, Converse and Corporate to geographical areas based on the location where the sales originated, revenues by geographical area are essentially the same as reported above for the NIKE Brand operating segments with the exception of the United States. Revenues derived in the United States were $18,749 million, $17,363 million and $14,625 million for the fiscal years ended May 31, 2022, 2021 and 2020, respectively.

The Company's largest concentrations of long-lived assets primarily consist of the Company's corporate headquarters, retail locations and distribution facilities in the United States and China, as well as distribution facilities in Belgium. Long-lived assets attributable to operations in these countries, which consist of property, plant and equipment, net and operating lease ROU assets, net, were as follows:

			MAY 31,
(Dollars in millions)			2022			2021
United States			$	4,916		$	4,927
Belgium			646			676
China			538			518

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NOTE 18 — COMMITMENTS AND CONTINGENCIES

As of May 31, 2022 and 2021, the Company had bank guarantees and letters of credit outstanding totaling $289 million and $275 million, respectively, issued primarily for real estate agreements, self-insurance programs and other general business obligations.

In connection with various contracts and agreements, the Company provides routine indemnification relating to the enforceability of intellectual property rights, coverage for legal issues that arise and other items where the Company is acting as the guarantor. Currently, the Company has several such agreements in place. However, based on the Company's historical experience and the estimated probability of future loss, the Company has determined the fair value of such indemnification is not material to the Company's financial position or results of operations.

In the ordinary course of business, the Company is subject to various legal proceedings, claims and government investigations relating to its business, products and actions of its employees and representatives, including contractual and employment relationships, product liability, antitrust, customs, intellectual property and other matters. The outcome of these legal matters is inherently uncertain, and the Company cannot predict the eventual outcome of currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or consequences relating to those matters. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter. If one or more legal matters were to be resolved against the Company in a reporting period for amounts above management's expectations, the Company's financial position, operating results and cash flows for that reporting period could be materially adversely affected. In the opinion of management, based on its current knowledge and after consultation with counsel, the Company does not believe any currently pending legal matters will have a material adverse impact on the Company's results of operations, financial position or cash flows, except as described below.

BELGIAN CUSTOMS CLAIM

The Company has received claims for certain years from the Belgian Customs Authorities for alleged underpaid duties related to products imported beginning in fiscal 2018. The Company disputes these claims and plans to appeal. At this time, the Company is unable to estimate the range of loss and cannot predict the final outcome as it could take several years to reach a resolution on this matter. If this matter is ultimately resolved against the Company, the amounts owed, including fines, penalties and other consequences relating to the matter, could have a material adverse effect on the Company's results of operations, financial position and cash flows.

NOTE 19 — LEASES

Lease expense is recognized in Cost of sales or Operating overhead expense within the Consolidated Statements of Income, based on the underlying nature of the leased asset. For the fiscal years ended May 31, 2022, 2021 and 2020, lease expense primarily consisted of operating lease costs of $593 million, $589 million and $569 million, respectively. Lease expense also consisted of $366 million, $347 million and $337 million for fiscal years ended May 31, 2022, 2021 and 2020, respectively, primarily related to variable lease costs, which includes an immaterial amount of short-term lease costs. As of and for the fiscal years ended May 31, 2022 and 2021 and 2020, finance leases were not a material component of the Company's lease portfolio.

The undiscounted cash flows for future maturities of the Company’s operating lease liabilities and the reconciliation to the Operating lease liabilities recognized in the Company’s Consolidated Balance Sheets are as follows:

(Dollars in millions)			AS OF MAY 31, 2022**(1)**
Fiscal 2023			$	491
Fiscal 2024			543
Fiscal 2025			490
Fiscal 2026			405
Fiscal 2027			350
Thereafter			1,250
Total undiscounted future cash flows related to lease payments			$	3,529
Less interest			332
Present value of lease liabilities			$	3,197

*(1)*Excludes $175 million as of May 31, 2022, of future operating lease payments for lease agreements signed but not yet commenced.

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The following table includes supplemental information used to calculate the present value of Operating lease liabilities:

			AS OF MAY 31,
			2022			2021
Weighted-average remaining lease term (in years)			7.8			8.3
Weighted-average discount rate			2.3		%	2.3		%

The following table includes supplemental cash and non-cash information related to operating leases:

			YEAR ENDED MAY 31,
(Dollars in millions)			2022						2021						2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$	589					$	583					$	532
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities			$	537					$	489					$	705		(1)

*(1)*Excludes the amount initially capitalized in conjunction with the adoption of Topic 842.

NOTE 20 — ACQUISITIONS AND DIVESTITURES

ACQUISITIONS

During fiscal 2022, 2021 and 2020, the Company made multiple acquisitions focused on gaining new capabilities to fuel its Consumer Direct Offense strategy, serving consumers personally at a global scale. The impact of acquisitions, individually and in aggregate, was not considered material to the Company's Consolidated Financial Statements.

DIVESTITURES

During fiscal 2020, as a result of the Company's decision to transition its wholesale and direct to consumer operating model in certain countries within its APLA operating segment to third-party distributors, the related assets and liabilities of these entities were classified as held-for-sale within Prepaid expenses and other current assets and Accrued liabilities, respectively, on the Consolidated Balance Sheets.

During the fourth quarter of fiscal 2022, the Company entered into separate definitive agreements to sell its entities in Argentina and Uruguay as well as its entity in Chile to third-party distributors. The assets and liabilities of these entities will remain classified as held-for-sale on the Consolidated Balance Sheets until the transactions close, which is expected to occur prior to the end of the third quarter of fiscal 2023.

As of May 31, 2022, held-for-sale assets were $182 million, primarily consisting of $73 million of Accounts receivable, net and $59 million of Inventories; held-for-sale liabilities were $58 million, primarily consisting of $26 million of Accrued liabilities and $20 million of Accounts payable.

As of May 31, 2021, held-for-sale assets were $175 million, primarily consisting of $76 million of Inventories and $59 million of Accounts receivable, net; held-for-sale liabilities were $72 million, primarily consisting of $25 million of Accounts payable and $22 million of Accrued liabilities.

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The Company has recognized total expected net losses of $397 million as of May 31, 2022, related to the Argentina, Uruguay and Chile transactions within Other (income) expense, net, classified within Corporate, and a corresponding allowance within Accrued liabilities on the Consolidated Balance Sheets. The initial expected loss of $405 million recognized in fiscal 2020 was largely due to the anticipated release of the cumulative net foreign currency translation losses and subsequently adjusted for changes in fair value. These losses will be reclassified from Accumulated other comprehensive income (loss) to Net income upon sale of the legal entities. At the completion of the sale of the Argentina and Uruguay entities, the Company expects to recognize future losses, in part due to changes in foreign currency exchange rates. The losses are not expected to be material to the Company's Consolidated Financial Statements. For more information see Note 6 — Fair Value Measurements.

OTHER DIVESTITURES

During fiscal 2020, the Company entered into a definitive agreement to sell substantially all of its NIKE Brand operations in Brazil and shift to a distributor operating model. During fiscal 2021, the transaction closed and the Company recognized a loss of approximately $50 million within Other (income) expense, net classified within Corporate, on the Consolidated Statements of Income. Cash proceeds received were reflected within Other investing activities on the Consolidated Statements of Cash Flows.

On October 29, 2019, the Company signed a definitive agreement to sell the assets and liabilities of its wholly-owned subsidiary brand, Hurley. The transaction closed on December 6, 2019, and the impacts of the divestiture were not considered material to the Company's Consolidated Financial Statements.

NOTE 21 — RESTRUCTURING

In fiscal 2021, the Company announced a new digitally empowered phase of its Consumer Direct Offense strategy: Consumer Direct Acceleration. During fiscal 2021, the Company substantially completed a series of leadership and operating model changes to streamline and speed up the strategic execution of the Consumer Direct Acceleration.

For the fiscal year ended May 31, 2021, the Company recognized employee termination costs of $214 million and $35 million within Operating overhead expense and Cost of sales, respectively, and made cash payments of $212 million. Additionally, the related stock-based compensation expense recorded within Operating overhead expense and Cost of sales was $41 million and $4 million, respectively, for the fiscal year ended May 31, 2021.

For the fiscal year ended May 31, 2022, the Company recognized an immaterial amount of related employee termination costs and, to a lesser extent, stock-based compensation expense.

For all periods presented these costs were classified within Corporate.

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