NIKE (NKE) 10-K risk factor changes: FY2023 vs FY2022

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

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

Other sections of this [removed: report] [added: Annual Report] may include additional factors which could adversely affect [removed: NIKE’s] [added: NIKE's] business and financial performance.

The uncertain state of the global [removed: economy] [added: economy, including high and rising levels of inflation and interest rates and the risk of a recession,] continues to impact businesses around the world.

If global economic and financial market conditions deteriorate, the following [removed: factors] [added: factors, among others,] could have a material adverse effect on our business, operating results and financial condition:

Declines in consumer spending have in the past [added: resulted in] and [added: may] in the future [removed: may] result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order cancellations, lower revenues, higher discounts and lower gross margins.

Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies [added: has had and] could [added: continue to] have a significant impact on our reported operating results and financial condition.

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

- [removed: If] [added: In the past, certain] retailers of our products [removed: experience] [added: have experienced] severe financial difficulty, [removed: some may] become insolvent and [removed: cease] [added: ceased] business operations, [added: and this could occur in the future,] which could negatively impact the sale of our products to consumers.

[added: -] If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing in the capital and credit markets to purchase raw materials or to finance capital equipment and other general working capital needs, it may result in delays or non-delivery of shipments of our products.

Our financial condition and results of operations have been, and could in the future be, adversely affected by [removed: the COVID-19 pandemic.][added: a pandemic, epidemic or other public health emergency.]

[removed: The] [added: Pandemics, including the] COVID-19 [removed: pandemic] [added: pandemic,] and [added: other public health emergencies, and] preventative measures taken to contain or mitigate [removed: the pandemic] [added: such crises] have caused, and may in the future cause, business slowdown or shutdown in affected areas and significant disruption in the financial markets, both globally and in the United States.

Risks presented by [removed: the COVID-19 pandemic] [added: pandemics and other public health emergencies] include, but are not limited to:

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

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

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

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

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

Additionally, [removed: COVID-19 related] disruptions [removed: are making] [added: have in the past made] it more challenging to compare our performance, including our revenue growth and overall profitability, across quarters and fiscal [removed: years.][added: years, and could have this effect in the future.]

[removed: The] [added: Any] pandemic [added: or public health emergency] may also affect our business, results of operations or financial condition in a manner that is not presently known to us or that we currently do not consider to present significant [removed: risks.][added: risks and may also exacerbate, or occur concurrently with, other risks discussed in this Item 1A.]

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

Additionally, there has been, and may continue to be, volatility in currency exchange rates [removed: including as a result of U.S. policy changes and the Russia and Ukraine conflict] that impact the U.S. Dollar value relative to other international currencies.

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

We [removed: may] hedge certain foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency fluctuations on our financial results.

Our future financial results [added: have in the past been and] could [added: in the future] be significantly affected by the value of the U.S. Dollar in relation to the foreign currencies in which we conduct business.

We may be adversely affected by the financial health of our [added: wholesale] customers.

These advance orders may be canceled under certain conditions, and the risk of cancellation [removed: may increase] [added: increases] when dealing with financially unstable retailers or retailers struggling with economic uncertainty.

When the retail economy weakens or as consumer behavior shifts, retailers [removed: may] [added: tend to] be more cautious with orders.

A slowing or changing economy in our key [removed: markets] [added: markets, including a recession,] could adversely affect the financial health of our customers, which in turn could have an adverse effect on our results of operations and financial condition.

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

Moreover, natural disasters such as earthquakes, hurricanes, [removed: wildfires and] [added: wildfires,] tsunamis, [added: floods or droughts,] whether occurring in the United States or abroad, and their related consequences and effects, including energy shortages and public health issues, have in the past temporarily disrupted, and could in the future disrupt, our operations, the operations of our vendors, manufacturers and other suppliers or have in the past resulted in, and in the future could result in, economic instability that may negatively impact our operating results and financial condition.

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

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

If we were to experience a local or regional disaster or other business continuity event or concurrent events, we could [removed: still] experience operational challenges, in particular depending upon how a local or regional event may affect our human capital across our operations or with regard to particular aspects of our operations, such as key executive officers or personnel.

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

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

Negative claims or publicity involving us, our culture and values, our products, services and experiences, consumer data, or any of our key employees, endorsers, [removed: sponsors or] [added: sponsors,] suppliers [added: or partners] could seriously damage our reputation and brand image, regardless of whether such claims are accurate.

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

[removed: If] the reputation, culture or image of any of our brands is tarnished or if we receive negative publicity, then our sales, financial condition and results of operations could be materially and adversely affected.

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

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These risks and uncertainties include, but are not

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We cannot reasonably predict the ultimate impact of any pandemic or public health emergency, including the extent of any adverse impact on our business, results of operations and financial condition, which will depend on, among other things, the duration and spread of the pandemic or public health emergency, the impact of governmental regulations that have been, and may continue to be, imposed in response, the effectiveness of actions taken to contain or mitigate the outbreak, the availability, safety and efficacy of vaccines, including against emerging variants of the infectious disease, and global economic conditions.

If

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our sales and financial condition.

In

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From time to time, we have expended, and expect to continue to expend, significant resources to modify, update and enhance our Information Technology Systems and to investigate and remediate vulnerabilities or other exposures.

These modifications, updates and enhancements may cost more than initially expected and may not be effective in preventing issues and disruptions.

Moreover, due to the complexity of our Information Technology Systems, the process of implementing modifications or enhancements can itself create a risk of systems disruptions and security issues.

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Further, our contract manufacturers have experienced and may continue to experience in the future, unexpected closures, unexpected increases in work wages or other

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apply, and it is possible that legislators, regulators and courts may disagree with our conclusions.

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For example, the Organization for Economic Co-operation and Development (OECD) and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") has put forth two proposals—Pillar One and Pillar Two—that revise the existing profit allocation and nexus rules and ensure a minimal level of taxation, respectively.

On December 12, 2022, the European Union member states agreed to implement the Inclusive Framework's global corporate minimum tax rate of 15%.

Other countries are also actively considering changes to their tax laws to adopt certain parts of the Inclusive Framework's proposals.

Although we believe we have clearly reflected the economics of these transactions

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

We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, as provided in "Management's Discussion and Analysis of Financial Condition and Results of Operations".

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

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

We continue to monitor the latest developments regarding the pandemic and have made certain assumptions regarding the pandemic for purposes of our operating, financial and tax planning projections, including assumptions regarding the duration and severity of the pandemic and the global macroeconomic impacts of the pandemic.

However, we are unable to accurately predict the extent of the impact of the pandemic on our business, operations and financial condition due to the uncertainty of future developments.

In particular, we believe the ultimate impacts on our business, results of operations, cash flows and financial condition will depend on, among other things, the further spread and duration of COVID-19, including emerging variant strains of COVID-19, the requirements to take action to help limit the spread of the illness, the impact of the easing of restrictions in various regions, the availability, widespread distribution and acceptance, as well as the safety and efficacy of vaccines for COVID-19 and the economic impacts of the pandemic.

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

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

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

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

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their business in compliance with applicable laws and regulations, we do not control their practices.

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

We are increasingly using social

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

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place.

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operations and negatively impact our reputation.

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

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

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

For more information [removed: related to our organizational realignment and related costs,] see Note [removed: 21] [added: 18] — [removed: Restructuring] [added: Acquisitions and Divestitures] within the accompanying Notes to the Consolidated Financial Statements.

[removed: We expect the] [added: The] operating environment could remain volatile in fiscal [removed: 2023] [added: 2024] as [removed: there remains] [added: the] risk [added: exists] that [removed: COVID-19 variants may continue to cause disruption to our operations and] [added: worsening macroeconomic conditions] could have a material adverse impact on [added: our] future revenue growth as well as overall profitability.

For more information refer to Item [removed: 1A.][added: 1A Risk Factors, within Part I, Item 1.]

FISCAL [removed: 2022 OVERVIEW][added: 2023 COMPARED TO FISCAL 2022]

[added: -] In fiscal [removed: 2022,] [added: 2023,] NIKE, Inc. achieved record Revenues of [removed: $46.7] [added: $51.2] billion, which increased [removed: 5%] [added: 10%] and [removed: 6%] [added: 16%] on a reported and currency-neutral basis, [removed: respectively, driven by higher revenues in EMEA, North America and APLA, partially offset by declines in Greater China.][added: respectively]

[removed: The] [added: -] NIKE [removed: Brand,] [added: Brand revenues,] which [removed: represents] [added: represented] over 90% of NIKE, Inc. Revenues, increased [removed: 5%] [added: 10%] and [removed: 6%] [added: 16%] on a reported and currency-neutral basis, [removed: respectively, compared to fiscal 2021.][added: respectively.]

[removed: NIKE, Inc. gross margin increased 120 basis points, led by] [added: - Gross] margin expansion [removed: in our NIKE Direct business, a higher mix] of [removed: full-price sales and favorable changes in net foreign currency exchange rates, including hedges, partially offset by elevated freight and logistics costs and] [added: approximately 140 basis points, primarily due to] higher inventory obsolescence reserves [removed: primarily] recognized in [removed: Greater China in] the fourth quarter of fiscal [removed: 2022.][added: 2022, favorable changes in standard foreign currency exchange rates and higher full-price ASP, net of discounts, in part due to product mix.]

[added: -] Selling and administrative expense increased [added: 4%] due to higher [removed: Operating] [added: operating] overhead and [removed: Demand] [added: demand] creation expense.

Operating overhead expense increased [added: 12%,] primarily due to higher [removed: strategic technology investments as well as increases in] wage-related [removed: expenses and] [added: expenses,] NIKE Direct variable [added: costs, strategic technology enterprise investments and other administrative] costs.

For more [removed: information,] [added: information related to our distributor partnership transition within APLA,] see Note [removed: 21] [added: 18] — [removed: Restructuring] [added: Acquisitions and Divestitures] within the accompanying Notes to the Consolidated Financial Statements.

[added: *(2)] For [removed: more] [added: additional] information [removed: related to our planned distributor partnership] [added: on the] transition [added: of our NIKE Brand businesses] within [removed: APLA,] [added: our CASA territory to a third-party distributor,] see Note [removed: 20] [added: 18] — Acquisitions and Divestitures [removed: within] [added: of] the [removed: accompanying] Notes to [removed: the] Consolidated Financial [removed: Statements.][added: Statements contained in Item 8 of this Annual Report.*]

[removed: In future quarters, as] [added: Now that] we [added: have completed the] shift from a wholesale and direct to consumer operating model to a distributor [removed: operating] model within [removed: these countries,] [added: our Central and South America ("CASA") territory,] we expect consolidated NIKE, Inc. and [removed: APLA] [added: Asia Pacific & Latin America ("APLA")] revenue growth will be reduced due to [removed: differences in] [added: different] commercial terms.

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

For discussion related to the results of operations and changes in financial condition for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020] [added: 2021] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2021] [added: 2022] Form 10-K, which was filed with the United States Securities and Exchange Commission on July [removed: 20, 2021.][added: 21, 2022.]

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

[added: Wholesale equivalent revenues:] References to wholesale equivalent revenues are intended to provide context as to the total size of our NIKE Brand market footprint if we had no NIKE Direct operations.

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

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

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

[removed: ROIC represents] [added: Return on Invested Capital ("ROIC"): Represents] a performance measure that management believes is useful information in understanding the Company's ability to effectively manage invested [removed: capital, see the table below for how the Company calculates this measure.][added: capital.]

Management uses these non-GAAP [removed: financial] measures when evaluating the Company's performance, including when making financial and operating decisions.

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

Our ROIC calculation as of May 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] is as follows:

| *(Dollars in millions)* | | | MAY 31, [removed: 2022] [added: 2023] | | | MAY 31, [removed: 2021] [added: 2022] | | |

| [removed: Net income] [added: NET INCOME] | | | [removed: $] [added: $] | [removed: 6,046] [added: 5,070] | | [removed: $] [added: $] | [removed: 5,727] [added: 6,046] | | [added: \-16 | | % | $ | 5,727 | | 6 | | % |]

| Add: Interest expense (income), net | | | [removed: 205] [added: (6)] | | | [removed: 262] [added: 205] | | |

| Add: Income tax expense | | | [removed: 605] [added: 1,131] | | | [removed: 934] [added: 605] | | |

| [removed: Earnings] [added: Earnings] before interest and [removed: taxes] [added: taxes] | | | [removed: 6,856] [added: $] | [added: 6,195] | | [removed: 6,923] [added: $] | [added: 6,856] | |

| Income tax adjustment(1) | | | [removed: (624)] [added: (1,130)] | | | [removed: (970)] [added: (624)] | | |

| Earnings before interest and after taxes | | | $ | [removed: 6,232] [added: 5,065] | | $ | [removed: 5,953] [added: 6,232] | |

| | | | MAY 31, [removed: 2022] [added: 2023] | | | MAY 31, [removed: 2021] [added: 2022] | | |

| Total debt(2) | | | $ | [removed: 12,722] [added: 12,491] | | $ | [removed: 12,890] [added: 12,722] | |

| Add: Shareholders' equity | | | [removed: 14,425] [added: 14,982] | | | [removed: 10,523] [added: 14,425] | | |

| Less: Cash and equivalents and Short-term investments | | | [removed: 13,748] [added: 11,394] | | | [removed: 11,217] [added: 13,748] | | |

| Total invested capital | | | $ | [removed: 13,399] [added: 16,079] | | $ | [removed: 12,196] [added: 13,399] | |

| RETURN ON INVESTED CAPITAL | | | [removed: 46.5] [added: 31.5%] | | [removed: %] | [removed: 48.8] [added: 46.5%] | | [removed: %] |

In addition, our product creation and marketing organizations are aligned to a consumer construct focused on sports dimensions through Men's, Women's and Kids', which allows us to better serve consumer needs.

FINANCIAL HIGHLIGHTS

- NIKE Direct revenues grew 14% from $18.7 billion in fiscal 2022 to $21.3 billion in fiscal 2023, and represented approximately 44% of total NIKE Brand revenues for fiscal 2023

- Gross margin for the fiscal year decreased 250 basis points to 43.5% primarily driven by higher product costs, higher markdowns and unfavorable changes in foreign currency exchange rates, partially offset by strategic pricing actions

- Inventories as of May 31, 2023 were $8.5 billion, flat compared to the prior year, driven by the actions we took throughout fiscal 2023 to manage inventory levels

- We returned $7.5 billion to our shareholders in fiscal 2023 through share repurchases and dividends

- Return on Invested Capital ("ROIC") as of May 31, 2023 was 31.5% compared to 46.5% as of May 31, 2022.

CURRENT ECONOMIC CONDITIONS AND MARKET DYNAMICS

- Consumer Spending: Our fiscal 2023 growth in Revenues reflects strong demand for our products despite ongoing uncertainty in the global economy.

We will continue to closely monitor macroeconomic conditions, including potential impacts of inflation and rising interest rates on consumer behavior.

- Inflationary Pressures: Inflationary pressures, including higher product input, freight and logistics costs negatively impacted gross margin for fiscal 2023.

The strategic pricing actions we have taken partially offset the impacts of these higher costs.

- Supply Chain Volatility: Supply chain challenges, macroeconomic conditions and the impact of the COVID-19 pandemic on the manufacturing of our product disrupted the flow of seasonal product in fiscal 2022 and the first quarter of fiscal 2023, resulting in elevated inventory levels at the end of the first quarter of fiscal 2023.

Throughout fiscal 2023, we took action to reduce excess inventory by decreasing future inventory purchases and increasing promotional activity.

These actions, along with the stabilization of inventory transit times in the second and third quarters of fiscal 2023, resulted in the normalization of the seasonal flow of product in the fourth quarter of fiscal 2023.

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- COVID-19 Impacts in Greater China: During the first and second quarters of fiscal 2023, we managed through continued temporary store closures and reduced retail traffic in Greater China, primarily due to COVID-19 related local government restrictions.

At the beginning of the third quarter of fiscal 2023, the government mandated restrictions were lifted and we experienced improvement in physical retail traffic.

- Foreign Currency Impacts: As a global company with significant operations outside the United States, we are exposed to risk arising from foreign currency exchange rates.

For fiscal 2023, fluctuations in foreign currency exchange rates negatively impacted our reported Revenues by approximately $2,859 million, reducing our revenue growth rate to 10% on a reported basis from 16% on a currency-neutral basis.

Foreign currency impacts, net of hedges, also reduced our reported Income before income taxes by approximately $1,023 million.

For further information, refer to "Foreign Currency Exposures and Hedging Practices".

RECENT DEVELOPMENTS

During the first and second quarters of fiscal 2023, we completed the sale of our entity in Chile and our entities in Argentina and Uruguay to third-party distributors, respectively.

Total NIKE, Inc. EBIT for fiscal 2023 and fiscal 2022 is as follows:

| | | | YEAR ENDED MAY 31, | | | | | |

| *(Dollars in millions)* | | | 2023 | | | 2022 | | |

Our EBIT Margin calculation for fiscal 2023 and fiscal 2022 is as follows:

| | | | YEAR ENDED MAY 31, | | | | | |

| *(Dollars in millions)* | | | 2023 | | | 2022 | | |

| Numerator | | | | | | | | |

| Denominator | | | | | | | | |

| Total NIKE, Inc. Revenues | | | $ | 51,217 | | $ | 46,710 | |

| EBIT Margin | | | 12.1% | | | 14.7% | | |

2023 FORM 10-K 29

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

| Net income | | | $ | 5,070 | | $ | 6,046 | |

| Add: Interest expense (income), net | | | (6) | | | 205 | | |

| Add: Income tax expense | | | 1,131 | | | 605 | | |

| Earnings before interest and taxes | | | 6,195 | | | 6,856 | | |

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

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

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

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

We expect future annual wage-related savings will be reinvested to execute against this next phase of our strategy.

COVID-19 AND MARKET DYNAMICS UPDATE

The COVID-19 pandemic and its impacts on the global supply chain created volatility in our fiscal 2022 business results and operations globally.

Despite these challenges, we achieved record Revenues for fiscal 2022, which increased 5% compared to the prior fiscal year with gross margin expansion of 120 basis points.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2022 FORM 10-K 28

Risk Factors, within Part I, Item 1.

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

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

Revenues for Converse increased 6% and 7%, on a reported and currency-neutral basis, respectively, led by double-digit growth in our direct to consumer business, partially offset by lower wholesale revenues.

Income before income taxes remained flat for fiscal 2022, as higher revenues and gross margin expansion were offset by higher selling and administrative expense.

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

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

ROIC as of May 31, 2022 was 46.5% compared to 48.8% as of May 31, 2021.

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

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

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

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

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

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

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

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

Typically, the Company may enter into hedge contracts starting [removed: 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 majority of derivatives outstanding as of May 31, [removed: 2022,] [added: 2023,] 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.

Refer to Note [removed: 14] [added: 12] — Risk Management and Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional information.

The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was [removed: $99] [added: $111] million and [removed: $92] [added: $99] million as of May 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The VaR increased year-over-year as a result of an increase in foreign currency volatilities as of May 31, [removed: 2022.][added: 2023.]

The average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was [removed: $170] [added: $289] million and [removed: $184] [added: $170] million during fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] respectively.

Furthermore, our non-functional currency intercompany loans are substantially hedged against foreign exchange risk through the use of forward [removed: contracts, which are included in the VaR calculation above.]

| *(Dollars in millions)* | | | [removed: 2023 | | |] 2024 | | | 2025 | | | 2026 | | | 2027 | | | [added: 2028 | | |] THEREAFTER | | | TOTAL | | | FAIR VALUE | | |

| Principal payments | | | $ | [removed: 500 | | $ |] — | | $ | 1,000 | | $ | — | | $ | 2,000 | | $ | [added: — | | $ |] 6,000 | | $ | [removed: 9,500] [added: 9,000] | | $ | [removed: 8,933] [added: 7,889] | |

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

2023 FORM 10-K 49

contracts, which are included in the VaR calculation above.

2023 FORM 10-K 50

We have, in the past, and may in the future, also use forward or options contracts to hedge our investment in the net assets of certain international subsidiaries to offset foreign currency translation adjustments related to our net investment in those subsidiaries.

2022 FORM 10-K 50

2022 FORM 10-K 51

As used in this [removed: report,] [added: Annual Report on Form 10-K (this "Annual Report"),] the terms [removed: “we,” “us,” “NIKE”] [added: "we," "us," "our," "NIKE"] and the [removed: “Company”] [added: "Company"] refer to NIKE, Inc. and its predecessors, subsidiaries and affiliates, collectively, unless the context indicates otherwise.

Our NIKE digital commerce website is located at [removed: *www.nike.com*.][added: www.nike.com.]

On our NIKE corporate website, located at [removed: *investors.nike.com*,] [added: investors.nike.com,] we post the following filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the United States Securities and Exchange Commission (the [removed: “SEC”):] [added: "SEC"):] our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended.

Our [removed: definitive Proxy Statements] [added: proxy statements] are also posted on our corporate website.

Copies of these filings are also available on the SEC's website [removed: (*www.sec.gov*).][added: at www.sec.gov.]

[removed: Also available on our corporate website are the charters of the committees of our Board of Directors, as well as our corporate governance guidelines and code of ethics; copies] [added: Copies] of any of these documents will be provided in print to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453.

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

[removed: Virtually] [added: Nearly] all of our products are manufactured by independent contractors.

All references to fiscal [added: 2023,] 2022, [removed: 2021, 2020] [added: 2021] and [removed: 2019] [added: 2020] are to NIKE, Inc.'s fiscal years ended May 31, [added: 2023,] 2022, [removed: 2021, 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

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

The Company's reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa [removed: (EMEA);] [added: ("EMEA");] Greater China; and Asia Pacific & Latin America [removed: (APLA),] [added: ("APLA"),] and include results for the NIKE and Jordan brands.

For fiscal [removed: 2022,] [added: 2023,] NIKE Brand and Converse sales in the United States accounted for approximately [removed: 40%] [added: 43%] of total revenues, compared to [added: 40% and] 39% for [removed: both] fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020.][added: 2021, respectively.]

We sell our [removed: NIKE Brand, Jordan Brand and Converse] products to thousands of retail accounts in the United States, including a mix of footwear stores, sporting goods stores, athletic specialty stores, department stores, skate, tennis and golf shops and other retail accounts.

During fiscal [removed: 2022,] [added: 2023,] our three largest United States customers accounted for approximately 22% of sales in the United States.

Our NIKE Direct and Converse direct to consumer operations sell [removed: NIKE Brand, Jordan Brand and Converse] [added: our] products to consumers through various digital platforms.

| NIKE Brand factory stores | | | [removed: 209] [added: 213] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 48] [added: 74] | | |

| Converse stores (including factory stores) | | | [removed: 87] [added: 82] | | |

For fiscal [removed: 2022,] [added: 2023,] non-U.S. NIKE Brand and Converse sales accounted for approximately [removed: 60%] [added: 57%] of total revenues, compared to [added: 60% and] 61% for fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020.][added: 2021, respectively.]

We sell to thousands of retail accounts and ship products from [removed: 72] [added: 67] distribution centers outside of the United States.

During fiscal [removed: 2022,] [added: 2023,] NIKE's three largest customers outside of the United States accounted for approximately 14% of total non-U.S. sales.

In addition to NIKE-owned and Converse-owned digital commerce platforms in over [removed: 45] [added: 40] countries, our NIKE Direct and Converse direct to consumer businesses operate the following number of retail stores outside the United States:

| NIKE Brand factory stores | | | [removed: 597] [added: 560] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 47] [added: 49] | | |

| Converse stores (including factory stores) | | | [removed: 58] [added: 54] | | |

No customer accounted for 10% or more of our consolidated net Revenues during fiscal [removed: 2022.][added: 2023.]

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

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

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

As of May 31, [removed: 2022,] [added: 2023,] we had [removed: 139] [added: 146] strategic Tier 2 suppliers.

As of May 31, [removed: 2022, we were supplied by 120] [added: 2023, our contract manufacturers operated 123] finished goods footwear [removed: contract] factories located in 11 countries.

For fiscal [removed: 2022, contract] [added: 2023,] factories in Vietnam, Indonesia and China manufactured approximately [removed: 44%, 30%] [added: 50%, 27%] and [removed: 20%] [added: 18%] of total NIKE Brand footwear, respectively.

The largest single [added: finished goods] footwear [removed: contract] factory accounted for approximately [removed: 8%] [added: 9%] of total fiscal [removed: 2022] [added: 2023] NIKE Brand footwear production.

For fiscal [removed: 2022,] [added: 2023,] four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately 58% of NIKE Brand footwear production.

As of May 31, [removed: 2022, we were supplied by 279] [added: 2023, our contract manufacturers operated 291] finished goods apparel [removed: contract] factories located in [removed: 33] [added: 31] countries.

For fiscal [removed: 2022, contract] [added: 2023,] factories in Vietnam, China and Cambodia manufactured approximately [removed: 26%, 20%] [added: 29%, 18%] and 16% [removed: of total NIKE Brand apparel, respectively.]

The largest single [added: finished goods] apparel [removed: contract] factory accounted for approximately [removed: 10%] [added: 8%] of total fiscal [removed: 2022] [added: 2023] NIKE Brand apparel production.

For fiscal [removed: 2022, two] [added: 2023, one] apparel contract [removed: manufacturers each] [added: manufacturer] accounted for more than 10% of apparel production, and the top five contract manufacturers in the aggregate accounted for approximately [removed: 54%] [added: 52%] of NIKE Brand apparel production.

During fiscal [removed: 2022,] [added: 2023,] Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St. Charles, Missouri, as well as contract manufacturers in China and Vietnam, were our suppliers of NIKE Air-Sole cushioning components used in footwear.

Despite competition for certain materials during fiscal [removed: 2022,] [added: 2023,] contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products.

2023 FORM 10-K 1

| TOTAL | | | 369 | | |

Refer to Item 2.

Properties for further information.

2023 FORM 10-K 2

Refer to Item 2.

Properties for further information on distribution facilities outside of the United States.

| TOTAL | | | 663 | | |

For fiscal 2023, NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers, many of which operate multiple factories.

For fiscal 2023, NIKE Brand apparel finished goods were manufactured by 55 contract manufacturers, many of which operate multiple factories.

2023 FORM 10-K 3

of total NIKE Brand apparel, respectively.

In fiscal 2023, we experienced ongoing supply chain volatility during the first part of the year, which improved gradually during the course of the year.

We also experienced higher supply chain network costs primarily due to inflationary pressures during the year.

2023 FORM 10-K 4

2023 FORM 10-K 5

2023 FORM 10-K 6

- We provide support to our employees in a variety of ways during times of crisis, including pay continuity under certain circumstances, our natural disaster assistance program, and ongoing support for challenges related to the COVID-19 pandemic.

- We provide a hybrid work approach for the majority of employees, as well as a Four Week Flex, which provides employees an opportunity to work from a location of their choice for up to four weeks per year.

- We offer a Well-Being Week where we close our corporate offices for a full-week in the summer and Well-Being Days for our teammates in our retail stores and distribution centers, and encourage our teammates to focus on their well-being.

- We provide all U.S. employees with unlimited free financial coaching through a third-party provider.

AVAILABLE INFORMATION AND WEBSITES

Also available on our corporate website are the charters of the committees of our Board of Directors, as well as our corporate governance guidelines and code of ethics.

2023 FORM 10-K 7

|  | | | | | | | | | Heidi O'Neill, President, Consumer, Brand & Product — Ms. O'Neill, 58, joined NIKE in 1998 and leads the integration of global Men's, Women's & Kids' consumer teams, the entire global product engine and global brand marketing and sports marketing to build deep storytelling, relationships and engagement with the brand. Since joining NIKE, she has held a variety of key roles, including leading NIKE's marketplace and four geographic operating regions, leading NIKE Direct and accelerating NIKE's retail and digital-commerce business and creating and leading NIKE's Women’s business. Prior to NIKE, Ms. O'Neill held roles at Levi Strauss & Company and Foote, Cone & Belding. | | |

|  | | | | | | | | | Craig Williams, President, Geographies & Marketplace — Mr. Williams, 54, joined NIKE in 2019 and leads NIKE's four geographies and marketplace across the NIKE Direct and wholesale business. In addition, he leads the Supply Chain and Logistics organization. Mr. Williams joined NIKE as President of Jordan Brand overseeing a team of designers, product developers, marketers and business leaders. Prior to NIKE, he was Senior Vice President, The Coca-Cola Co., and President of The McDonald's Division (TMD) Worldwide. Mr. Williams has also held roles at CIBA Vision and Kraft Foods Inc., and served five years in the U.S. Navy as a Naval Nuclear Power Officer. | | |

2023 FORM 10-K 8

2022 FORM 10-K 1

The Hurley brand results, prior to its divestiture in fiscal 2020, were included in North America.

| TOTAL | | | 344 | | |

2022 FORM 10-K 2

Five are located in or near Memphis, Tennessee, two of which are owned and three of which are leased.

Two other distribution centers, one located in Indianapolis, Indiana and one located in Dayton, Tennessee, are leased and operated by third-party logistics providers.

One distribution center for Converse is located in Ontario, California, which is leased.

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

| TOTAL | | | 702 | | |

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

2022 FORM 10-K 3

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

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

2022 FORM 10-K 4

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

2022 FORM 10-K 5

2022 FORM 10-K 6

organizations, colleges and universities that serve diverse populations.

COVID-19 RESPONSE

Since the start of the COVID-19 pandemic, the health and safety of our employees has remained a priority.

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

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

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

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

We continue to support our employees by offering all eligible employees paid COVID-19 sick leave for two weeks, in addition to existing paid time off benefits and legally mandated sick leave programs, which covers physical health, mental and emotional well-being and care for a family member.

We also provide the option for employees to utilize up to two weeks of paid time off in advance of accrued balances, if needed.

2022 FORM 10-K 7

|  | | | | | | | | | Andrew Campion, Chief Operating Officer — Mr. Campion, 50, joined NIKE in 2007 as Vice President of Global Planning and Development, leading strategic and financial planning. He was appointed Chief Financial Officer of the NIKE Brand in 2010, responsible for leading all aspects of financial management for the Company's flagship brand. In 2014, he was appointed Senior Vice President, Strategy, Finance and Investor Relations. Mr. Campion assumed the role of Executive Vice President and Chief Financial Officer in August 2015. In April 2020, he was appointed Chief Operating Officer and leads NIKE's global technology and digital transformation, demand and supply management, manufacturing, distribution and logistics, sustainability, workplace design and connectivity, and procurement. Prior to joining NIKE, he held leadership roles in strategic planning, mergers and acquisitions, financial planning and analysis, operations and planning, investor relations and tax at The Walt Disney Company. | | |

|  | | | | | | | | | Heidi O'Neill, President of Consumer and Marketplace — Ms. O'Neill, 57, joined NIKE in 1998, and held a variety of leadership roles, including President of NIKE Direct, where she was responsible for NIKE's connection to its consumer globally through the Company's retail and digital-commerce business. She also led NIKE's women's business for seven years, growing it into a multi-billion dollar business, and leading the Company's North America apparel business as VP/GM. Ms. O'Neill was appointed as President of Consumer and Marketplace in April 2020 and is responsible for NIKE's Direct business, including all stores, e-commerce and apps globally. | | |

2022 FORM 10-K 8

Refer to Note [removed: 18] [added: 16] — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for further information.

FOR THE FISCAL YEAR ENDED MAY 31, [removed: 2022][added: 2023]

[removed: ][added: ]

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

| As of November 30, [removed: 2021,] [added: 2022,] the aggregate market values of the Registrant's Common Stock held by non-affiliates were: | | | | | |

| As of July [removed: 8, 2022,] [added: 12, 2023,] the number of shares of the Registrant's Common Stock outstanding were: | | | | | |

| Class A | | | [removed: 304,903,252] [added: 304,897,252] | | |

Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September [removed: 9, 2022,] [added: 12, 2023,] are incorporated by reference into Part III of this [removed: Report.][added: report.]

| [ITEM [removed: 1.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_13)] [added: 1.](#i8dbf0fa99ce247278aa0e00c038ec4d0_13)] | | | [removed: [Business](#i46e4e3c717064a3ca53a7fe9eaaaeca4_13)] [added: [Business](#i8dbf0fa99ce247278aa0e00c038ec4d0_13)] | | | [removed: [1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_13)] [added: [1](#i8dbf0fa99ce247278aa0e00c038ec4d0_13)] | | |

| | | | [Sales and [removed: Marketing](#i46e4e3c717064a3ca53a7fe9eaaaeca4_22)] [added: Marketing](#i8dbf0fa99ce247278aa0e00c038ec4d0_22)] | | | [removed: [2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_22)] [added: [2](#i8dbf0fa99ce247278aa0e00c038ec4d0_22)] | | |

| | | | [Our [removed: Markets](#i46e4e3c717064a3ca53a7fe9eaaaeca4_25)] [added: Markets](#i8dbf0fa99ce247278aa0e00c038ec4d0_25)] | | | [removed: [2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_25)] [added: [2](#i8dbf0fa99ce247278aa0e00c038ec4d0_25)] | | |

| | | | [Significant [removed: Customer](#i46e4e3c717064a3ca53a7fe9eaaaeca4_31)] [added: Customer](#i8dbf0fa99ce247278aa0e00c038ec4d0_2175)] | | | [removed: [3](#i46e4e3c717064a3ca53a7fe9eaaaeca4_31)] [added: [3](#i8dbf0fa99ce247278aa0e00c038ec4d0_2175)] | | |

| | | | [Product Research, Design and [removed: Development](#i46e4e3c717064a3ca53a7fe9eaaaeca4_34)] [added: Development](#i8dbf0fa99ce247278aa0e00c038ec4d0_31)] | | | [removed: [3](#i46e4e3c717064a3ca53a7fe9eaaaeca4_34)] [added: [3](#i8dbf0fa99ce247278aa0e00c038ec4d0_31)] | | |

| | | | [International Operations and [removed: Trade](#i46e4e3c717064a3ca53a7fe9eaaaeca4_40)] [added: Trade](#i8dbf0fa99ce247278aa0e00c038ec4d0_37)] | | | [removed: [4](#i46e4e3c717064a3ca53a7fe9eaaaeca4_40)] [added: [4](#i8dbf0fa99ce247278aa0e00c038ec4d0_37)] | | |

| | | | [Trademarks and [removed: Patents](#i46e4e3c717064a3ca53a7fe9eaaaeca4_46)] [added: Patents](#i8dbf0fa99ce247278aa0e00c038ec4d0_43)] | | | [removed: [5](#i46e4e3c717064a3ca53a7fe9eaaaeca4_46)] [added: [5](#i8dbf0fa99ce247278aa0e00c038ec4d0_43)] | | |

| | | | [Human Capital [removed: Resources](#i46e4e3c717064a3ca53a7fe9eaaaeca4_49)] [added: Resources](#i8dbf0fa99ce247278aa0e00c038ec4d0_46)] | | | [removed: [6](#i46e4e3c717064a3ca53a7fe9eaaaeca4_49)] [added: [6](#i8dbf0fa99ce247278aa0e00c038ec4d0_46)] | | |

| | | | [Information about our Executive [removed: Officers](#i46e4e3c717064a3ca53a7fe9eaaaeca4_52)] [added: Officers](#i8dbf0fa99ce247278aa0e00c038ec4d0_49)] | | | [removed: [8](#i46e4e3c717064a3ca53a7fe9eaaaeca4_52)] [added: [8](#i8dbf0fa99ce247278aa0e00c038ec4d0_49)] | | |

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| [ITEM [removed: 7.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_79)] [added: 7.](#i8dbf0fa99ce247278aa0e00c038ec4d0_76)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i46e4e3c717064a3ca53a7fe9eaaaeca4_79)] [added: Operations](#i8dbf0fa99ce247278aa0e00c038ec4d0_76)] | | | [removed: [28](#i46e4e3c717064a3ca53a7fe9eaaaeca4_79)] [added: [28](#i8dbf0fa99ce247278aa0e00c038ec4d0_76)] | | |

| [ITEM [removed: 7A.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_124)] [added: 7A.](#i8dbf0fa99ce247278aa0e00c038ec4d0_121)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i46e4e3c717064a3ca53a7fe9eaaaeca4_124)] [added: Risk](#i8dbf0fa99ce247278aa0e00c038ec4d0_121)] | | | [removed: [50](#i46e4e3c717064a3ca53a7fe9eaaaeca4_124)] [added: [49](#i8dbf0fa99ce247278aa0e00c038ec4d0_121)] | | |

| [ITEM [removed: 8.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_127)] [added: 8.](#i8dbf0fa99ce247278aa0e00c038ec4d0_124)] | | | [Financial Statements and Supplementary [removed: Data](#i46e4e3c717064a3ca53a7fe9eaaaeca4_127)] [added: Data](#i8dbf0fa99ce247278aa0e00c038ec4d0_124)] | | | [removed: [52](#i46e4e3c717064a3ca53a7fe9eaaaeca4_127)] [added: [51](#i8dbf0fa99ce247278aa0e00c038ec4d0_124)] | | |

| [ITEM [removed: 9.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_223)] [added: 9.](#i8dbf0fa99ce247278aa0e00c038ec4d0_217)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i46e4e3c717064a3ca53a7fe9eaaaeca4_223)] [added: Disclosure](#i8dbf0fa99ce247278aa0e00c038ec4d0_217)] | | | [removed: [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_223)] [added: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_217)] | | |

| [ITEM [removed: 9A.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_226)] [added: 9A.](#i8dbf0fa99ce247278aa0e00c038ec4d0_220)] | | | [Controls and [removed: Procedures](#i46e4e3c717064a3ca53a7fe9eaaaeca4_226)] [added: Procedures](#i8dbf0fa99ce247278aa0e00c038ec4d0_220)] | | | [removed: [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_226)] [added: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_220)] | | |

| [ITEM [removed: 9B.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_229)] [added: 9B.](#i8dbf0fa99ce247278aa0e00c038ec4d0_223)] | | | [Other [removed: Information](#i46e4e3c717064a3ca53a7fe9eaaaeca4_229)] [added: Information](#i8dbf0fa99ce247278aa0e00c038ec4d0_223)] | | | [removed: [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_229)] [added: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_223)] | | |

| [ITEM [removed: 9C.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_6047313954949)] [added: 9C.](#i8dbf0fa99ce247278aa0e00c038ec4d0_226)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i46e4e3c717064a3ca53a7fe9eaaaeca4_6047313954949)] [added: Inspections](#i8dbf0fa99ce247278aa0e00c038ec4d0_226)] | | | [removed: [93](#i46e4e3c717064a3ca53a7fe9eaaaeca4_6047313954949)] [added: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_226)] | | |

| | | | [(Except for the information set forth under “Information about our Executive Officers” in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc. [removed: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_229)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_229)] [Annual Meeting of [removed: Shareholders.)](#i46e4e3c717064a3ca53a7fe9eaaaeca4_232)] [added: Shareholders.)](#i8dbf0fa99ce247278aa0e00c038ec4d0_229)] | | | | | |

| [ITEM [removed: 10.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_235)] [added: 10.](#i8dbf0fa99ce247278aa0e00c038ec4d0_232)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i46e4e3c717064a3ca53a7fe9eaaaeca4_235)] [added: Governance](#i8dbf0fa99ce247278aa0e00c038ec4d0_232)] | | | [removed: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_235)] [added: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_232)] | | |

| [ITEM [removed: 11.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_238)] [added: 11.](#i8dbf0fa99ce247278aa0e00c038ec4d0_235)] | | | [Executive [removed: Compensation](#i46e4e3c717064a3ca53a7fe9eaaaeca4_238)] [added: Compensation](#i8dbf0fa99ce247278aa0e00c038ec4d0_235)] | | | [removed: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_238)] [added: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_235)] | | |

| [ITEM [removed: 12.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_241)] [added: 12.](#i8dbf0fa99ce247278aa0e00c038ec4d0_238)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i46e4e3c717064a3ca53a7fe9eaaaeca4_241)] [added: Matters](#i8dbf0fa99ce247278aa0e00c038ec4d0_238)] | | | [removed: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_241)] [added: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_238)] | | |

| [ITEM [removed: 13.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_244)] [added: 13.](#i8dbf0fa99ce247278aa0e00c038ec4d0_241)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i46e4e3c717064a3ca53a7fe9eaaaeca4_244)] [added: Independence](#i8dbf0fa99ce247278aa0e00c038ec4d0_241)] | | | [removed: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_244)] [added: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_241)] | | |

| [ITEM [removed: 14.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_247)] [added: 14.](#i8dbf0fa99ce247278aa0e00c038ec4d0_244)] | | | [Principal Accountant Fees and [removed: Services](#i46e4e3c717064a3ca53a7fe9eaaaeca4_247)] [added: Services](#i8dbf0fa99ce247278aa0e00c038ec4d0_244)] | | | [removed: [94](#i46e4e3c717064a3ca53a7fe9eaaaeca4_247)] [added: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_244)] | | |

| [ITEM [removed: 15.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_253)] [added: 15.](#i8dbf0fa99ce247278aa0e00c038ec4d0_250)] | | | [Exhibits and Financial Statement [removed: Schedules](#i46e4e3c717064a3ca53a7fe9eaaaeca4_253)] [added: Schedules](#i8dbf0fa99ce247278aa0e00c038ec4d0_250)] | | | [removed: [95](#i46e4e3c717064a3ca53a7fe9eaaaeca4_253)] [added: [93](#i8dbf0fa99ce247278aa0e00c038ec4d0_250)] | | |

| [ITEM [removed: 16.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_259)] [added: 16.](#i8dbf0fa99ce247278aa0e00c038ec4d0_256)] | | | [Form 10-K [removed: Summary](#i46e4e3c717064a3ca53a7fe9eaaaeca4_259)] [added: Summary](#i8dbf0fa99ce247278aa0e00c038ec4d0_256)] | | | [removed: [99](#i46e4e3c717064a3ca53a7fe9eaaaeca4_259)] [added: [97](#i8dbf0fa99ce247278aa0e00c038ec4d0_256)] | | |

| • | | | | | | if securities are registered pursuant to Section 12(b) of the Act, whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | | | | | | | | | | ¨ | | | | | | | | |

| • | | | | | | whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). | | | | | | | | | | | | | | | | | | | | | | | | ¨ | | | | | | | | |

| Class A | | | $ | 7,831,564,572 | |

| Class B | | | 136,467,702,472 | | |

| | | | $ | 144,299,267,044 | |

| Class B | | | 1,225,074,356 | | |

| | | | 1,529,971,608 | | |

| [PART I](#i8dbf0fa99ce247278aa0e00c038ec4d0_10) | | | | | | [1](#i8dbf0fa99ce247278aa0e00c038ec4d0_10) | | |

| | | | [General](#i8dbf0fa99ce247278aa0e00c038ec4d0_16) | | | [1](#i8dbf0fa99ce247278aa0e00c038ec4d0_16) | | |

| | | | [Products](#i8dbf0fa99ce247278aa0e00c038ec4d0_19) | | | [1](#i8dbf0fa99ce247278aa0e00c038ec4d0_19) | | |

| | | | [Manufacturing](#i8dbf0fa99ce247278aa0e00c038ec4d0_34) | | | [3](#i8dbf0fa99ce247278aa0e00c038ec4d0_34) | | |

| | | | [Competition](#i8dbf0fa99ce247278aa0e00c038ec4d0_40) | | | [5](#i8dbf0fa99ce247278aa0e00c038ec4d0_40) | | |

| | | | [Available Information and Websites](#i8dbf0fa99ce247278aa0e00c038ec4d0_2242) | | | [7](#i8dbf0fa99ce247278aa0e00c038ec4d0_2242) | | |

| [PART II](#i8dbf0fa99ce247278aa0e00c038ec4d0_67) | | | | | | [25](#i8dbf0fa99ce247278aa0e00c038ec4d0_67) | | |

| [ITEM 6.](#i8dbf0fa99ce247278aa0e00c038ec4d0_73) | | | [Reserved](#i8dbf0fa99ce247278aa0e00c038ec4d0_73) | | | [27](#i8dbf0fa99ce247278aa0e00c038ec4d0_73) | | |

| [PART III](#i8dbf0fa99ce247278aa0e00c038ec4d0_229) | | | | | | [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_229) | | |

| [PART IV](#i8dbf0fa99ce247278aa0e00c038ec4d0_247) | | | | | | [93](#i8dbf0fa99ce247278aa0e00c038ec4d0_247) | | |

| | | | [Signatures](#i8dbf0fa99ce247278aa0e00c038ec4d0_262) | | | [99](#i8dbf0fa99ce247278aa0e00c038ec4d0_262) | | |

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

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

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

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

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

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

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

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

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

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

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

| [ITEM 6.](#i46e4e3c717064a3ca53a7fe9eaaaeca4_76) | | | [Selected Financial Data](#i46e4e3c717064a3ca53a7fe9eaaaeca4_76) | | | [27](#i46e4e3c717064a3ca53a7fe9eaaaeca4_76) | | |

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

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

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

The NIKE World Campus, owned by NIKE and located near Beaverton, Oregon, USA, is an approximately 400-acre site consisting of over 40 buildings which, together with adjacent leased properties, functions as our world headquarters and is occupied by approximately [removed: 11,200] [added: 11,400] employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.

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

We lease approximately [removed: 1,041] [added: 1,027] retail stores worldwide, which primarily consist of factory stores.

Our leases expire at various dates through the fiscal year [removed: 2043.][added: 2052.]

2023 FORM 10-K 24

2022 FORM 10-K 24

At July [removed: 8, 2022,] [added: 12, 2023,] there were [removed: 22,214] [added: 21,813] holders of record of NIKE's Class B Common Stock and 15 holders of record of NIKE's Class A Common Stock.

In [removed: June 2018,] [added: August 2022,] the [removed: Board of Directors approved a] [added: Company terminated the previous] four-year, $15 billion share repurchase [removed: program.][added: program approved by the Board of Directors in June 2018.]

As of May 31, [removed: 2022,] [added: 2023,] the Company had repurchased [removed: a total of 77.4] [added: 43.5] million shares at an average price of [removed: $111.98] [added: $110.38] per share for a total approximate cost of [removed: $8.7] [added: $4.8] billion under [removed: this] [added: the new] program.

[removed: In June 2022, the Board] [added: Upon termination] of [removed: Directors authorized] [added: the $15 billion program, the Company began purchasing shares under] a new four-year, $18 billion [removed: program to] [added: share] repurchase [removed: shares of] [added: program authorized by] the [removed: Company's Class B common stock.][added: Board of Directors in June 2022.]

The following table presents a summary of share repurchases made during the quarter ended May 31, [removed: 2022:][added: 2023:]

The graph assumes an investment of $100 on May 31, [removed: 2017,] [added: 2018,] in each of the indices and our Class B Common Stock.

[removed: ][added: ]

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

The performance graph above is being furnished solely to accompany this [added: Annual] Report pursuant to Item 201(e) of Regulation S-K, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Prior to the program's termination, the Company purchased 6.5 million shares at an average price of $109.85 per share for a total approximate cost of $710.0 million during the first quarter of fiscal 2023 and 83.8 million shares at an average price of $111.82 per share for a total approximate cost of $9.4 billion during the term of this program.

| March 1 — March 31, 2023 | | | 4,118,427 | | | $ | 120.04 | | $ | 14,099 | |

| April 1 — April 30, 2023 | | | 3,282,288 | | | $ | 125.01 | | $ | 13,689 | |

| May 1 — May 31, 2023 | | | 4,134,824 | | | $ | 118.30 | | $ | 13,200 | |

| | | | 11,535,539 | | | $ | 120.83 | | | | |

2023 FORM 10-K 25

2023 FORM 10-K 26

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

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

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

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

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

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Not applicable.

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Management of NIKE, Inc. is responsible for the information and representations contained in this [removed: report.][added: Annual Report.]

Other financial information in this [removed: report] [added: Annual Report] is consistent with these financial statements.

An internal corporate audit department reviews the results of its work with the Audit & Finance Committee of the Board of Directors, presently comprised of [removed: three] [added: four] outside, independent directors.

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2022.][added: 2023.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited (1) the Consolidated Financial Statements and (2) the effectiveness of our internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] as stated in their report herein.

We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the “Company”) as of May 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended May 31, [removed: 2022,] [added: 2023,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 1 and [removed: 9] [added: 7] to the consolidated financial statements, the Company recorded income tax expense of [removed: $605] [added: $1,131] million for the year ended May 31, [removed: 2022,] [added: 2023,] and has net deferred tax assets of [removed: $1,665] [added: $1,799] million, including a valuation allowance of [removed: $19] [added: $22] million, and total gross unrecognized tax benefits, excluding related interest and penalties, of [removed: $848] [added: $936] million as of May 31, [removed: 2022, $626] [added: 2023, $651] million of which would affect the Company's effective tax rate if recognized in future periods.

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 [removed: (i)] management's assessment of complex tax laws and regulations as it relates to determining the provision for income [removed: taxes and (ii) management's assessment of the realizability of deferred tax assets, specifically related to available tax planning strategies.][added: taxes.]

These procedures included testing the effectiveness of controls relating to income taxes, [removed: including controls over management's assessment] [added: evaluating changes in and compliance with tax laws, and testing the calculation] of the [removed: realizability] [added: provision] of [removed: deferred tax assets.][added: income taxes.]

| *(In millions, except per share data)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Revenues | | | $ | [removed: 46,710] [added: 51,217] | | $ | [removed: 44,538] [added: 46,710] | | $ | [removed: 37,403] [added: 44,538] | |

| Cost of sales | | | [removed: 25,231] [added: 28,925] | | | [removed: 24,576] [added: 25,231] | | | [removed: 21,162] [added: 24,576] | | |

| Gross profit | | | [removed: 21,479] [added: 22,292] | | | [removed: 19,962] [added: 21,479] | | | [removed: 16,241] [added: 19,962] | | |

| Demand creation expense | | | [removed: 3,850] [added: 4,060] | | | [removed: 3,114] [added: 3,850] | | | [removed: 3,592] [added: 3,114] | | |

| Operating overhead expense | | | [removed: 10,954] [added: 12,317] | | | [removed: 9,911] [added: 10,954] | | | [removed: 9,534] [added: 9,911] | | |

| Total selling and administrative expense | | | [removed: 14,804] [added: 16,377] | | | [removed: 13,025] [added: 14,804] | | | [removed: 13,126] [added: 13,025] | | |

| Interest expense (income), net | | | [removed: 205] [added: (6)] | | | [removed: 262] [added: 205] | | | [removed: 89] [added: 262] | | |

| Other (income) expense, net | | | [removed: (181)] [added: (280)] | | | [removed: 14] [added: (181)] | | | [removed: 139] [added: 14] | | |

| Income before income taxes | | | [removed: 6,651] [added: 6,201] | | | [removed: 6,661] [added: 6,651] | | | [removed: 2,887] [added: 6,661] | | |

| Income tax expense | | | [removed: 605] [added: 1,131] | | | [removed: 934] [added: 605] | | | [removed: 348] [added: 934] | | |

| NET INCOME | | | $ | [removed: 6,046] [added: 5,070] | | $ | [removed: 5,727] [added: 6,046] | | $ | [removed: 2,539] [added: 5,727] | |

| Basic | | | $ | [removed: 3.83] [added: 3.27] | | $ | [removed: 3.64] [added: 3.83] | | $ | [removed: 1.63] [added: 3.64] | |

| Diluted | | | $ | [removed: 3.75] [added: 3.23] | | $ | [removed: 3.56] [added: 3.75] | | $ | [removed: 1.60] [added: 3.56] | |

| Basic | | | [removed: 1,578.8] [added: 1,551.6] | | | [removed: 1,573.0] [added: 1,578.8] | | | [removed: 1,558.8] [added: 1,573.0] | | |

| Diluted | | | [removed: 1,610.8] [added: 1,569.8] | | | [removed: 1,609.4] [added: 1,610.8] | | | [removed: 1,591.6] [added: 1,609.4] | | |

| *(Dollars in millions)* | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Net income | | | $ | [removed: 6,046] [added: 5,070] | | $ | [removed: 5,727] [added: 6,046] | | $ | [removed: 2,539] [added: 5,727] | |

| Change in net foreign currency translation adjustment | | | [removed: (522)] [added: 267] | | | [removed: 496] [added: (522)] | | | [removed: (148)] [added: 496] | | |

| Change in net gains (losses) on cash flow hedges | | | [removed: 1,214] [added: (348)] | | | [removed: (825)] [added: 1,214] | | | [removed: (130)] [added: (825)] | | |

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

| Total other comprehensive income (loss), net of tax | | | [removed: 698] [added: (87)] | | | [removed: (324)] [added: 698] | | | [removed: (287)] [added: (324)] | | |

| TOTAL COMPREHENSIVE INCOME | | | $ | [removed: 6,744] [added: 4,983] | | $ | [removed: 5,403] [added: 6,744] | | $ | [removed: 2,252] [added: 5,403] | |

| [removed: *(In] [added: *(Dollars in] millions)* | | | [added: 2023 | | |] 2022 | | | 2021 | | |

| Cash and equivalents | | | $ | [removed: 8,574] [added: 7,441] | | $ | [removed: 9,889] [added: 8,574] | |

| Short-term investments | | | [removed: 4,423] [added: 3,234] | | | [removed: 3,587] [added: 4,423] | | |

| Accounts receivable, net | | | [removed: 4,667] [added: 4,131] | | | [removed: 4,463] [added: 4,667] | | |

| Inventories | | | [removed: 8,420] [added: 8,454] | | | [removed: 6,854] [added: 8,420] | | |

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July 20, 2023

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| *(In millions)* | | | 2023 | | | 2022 | | |

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| Net income | | | $ | 5,070 | | $ | 6,046 | | $ | 5,727 | |

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| Balance at May 31, 2023 | | | 305 | | | $ | — | | | | | 1,227 | | | $ | 3 | | $ | 12,412 | | $ | 231 | | $ | 1,358 | | $ | 14,004 | |

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There were no accumulated impairment losses as of May 31, 2023 and 2022.

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RECENTLY ISSUED ACCOUNTING STANDARDS

In September 2022, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances transparency surrounding the use of supplier finance programs.

The new guidance requires qualitative and quantitative disclosure sufficient to enable users of the financial statements to understand the nature, activity during the period, changes from period to period and potential magnitude of such programs.

The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal periods, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023.

The Company will adopt the required guidance in the first quarter of fiscal 2024 and is currently evaluating the ASU to determine its impact on the Company's disclosures.

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| *(Dollars in millions)* | | | 2023 | | | 2022 | | |

| Endorsement compensation | | | 552 | | | 496 | | |

| Dividends payable | | | 529 | | | 485 | | |

| Other | | | 1,911 | | | 2,530 | | |

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| Cash | | | $ | 1,767 | | $ | 1,767 | | $ | — | |

| Time deposits | | | 507 | | | 502 | | | 5 | | |

| Total Level 2 | | | 6,253 | | | 5,674 | | | 579 | | |

| TOTAL | | | $ | 10,675 | | $ | 7,441 | | $ | 3,234 | |

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| | | | MAY 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Foreign exchange forwards and options and embedded derivatives(1) | | | $ | 880 | | $ | 674 | | $ | 206 | | | | | $ | 77 | | $ | 66 | | $ | 11 | |

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*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.

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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.

July 21, 2022

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| Proceeds from borrowings, net of debt issuance costs | | | — | | | — | | | 6,134 | | |

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| Balance at May 31, 2019 | | | 315 | | | $ | — | | | | | 1,253 | | | $ | 3 | | $ | 7,163 | | $ | 231 | | $ | 1,643 | | $ | 9,040 | |

| Adoption of ASC Topic 842 (Note 1) | | | | | | | | | | | | | | | | | | | | | | | | (1) | | | (1) | | |

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

| Note 4 | | | Identifiable Intangible Assets and Goodwill | | | [68](#i46e4e3c717064a3ca53a7fe9eaaaeca4_166) | | |

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| | | |

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

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.

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.

2022 FORM 10-K 62

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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.

2022 FORM 10-K 64

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.

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.

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.

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

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of May 31, [removed: 2022.][added: 2023.]

[removed: “Management's] [added: "Management's] Annual Report on Internal Control Over Financial [removed: Reporting”] [added: Reporting"] is included in Item 8 of this [added: Annual] Report.

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The information required by Item 401 of Regulation S-K regarding directors is included under [removed: “Corporate] [added: "Corporate] Governance — NIKE, Inc. Board of [removed: Directors”] [added: Directors"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 401 of Regulation S-K regarding executive officers is included under [removed: “Information] [added: "Information] about our Executive [removed: Officers”] [added: Officers"] in Item 1 of this [added: Annual] Report.

The information required by Item 406 of Regulation S-K is included under [removed: “Corporate] [added: "Corporate] Governance — [removed: Board Structure and Responsibilities —] Code of [removed: Conduct”] [added: Conduct"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K regarding the Audit & Finance Committee of the Board of Directors is included under [removed: “Corporate] [added: "Corporate] Governance — Board Structure and Responsibilities — Board [removed: Committees”] [added: Committees"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K regarding executive compensation is included under [removed: “Corporate] [added: "Corporate] Governance — Director Compensation for Fiscal [removed: 2022,” “Compensation] [added: 2023," "Executive Compensation — Compensation] Discussion and [removed: Analysis,”] [added: Analysis,"] "Executive Compensation [added: — Executive Compensation] Tables," and [removed: “Stock Ownership] [added: "Additional] Information — [removed: Transactions with Related Persons —] Compensation Committee Interlocks and Insider [removed: Participation,”] [added: Participation,"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K is included under [removed: “Executive] [added: "Executive] Compensation [added: — Executive Compensation] Tables — Equity Compensation Plan [removed: Information”] [added: Information"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 403 of Regulation S-K is included under [removed: “Stock] [added: "Stock] Ownership Information — Stock Holdings of Certain Owners and [removed: Management”] [added: Management"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 404 and 407(a) of Regulation S-K is included under [removed: “Stock Ownership] [added: "Additional] Information — Transactions with Related [removed: Persons”] [added: Persons"] and [removed: “Corporate] [added: "Corporate] Governance — [removed: Individual] [added: NIKE, Inc.] Board [removed: Skills Matrix] [added: of Directors] — Director [removed: Independence”] [added: Independence"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 9(e) of Schedule 14A is included under [removed: “Audit] [added: "Audit] Matters — Ratification of Appointment of Independent Registered Public Accounting [removed: Firm”] [added: Firm"] in the definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

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

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i46e4e3c717064a3ca53a7fe9eaaaeca4_133)] [added: Firm](#i8dbf0fa99ce247278aa0e00c038ec4d0_130)] (PCAOB ID 238) | | | [removed: [54](#i46e4e3c717064a3ca53a7fe9eaaaeca4_133)] [added: [53](#i8dbf0fa99ce247278aa0e00c038ec4d0_130)] | | |

| | | | [Consolidated Statements of [added: Comprehensive] Income for each of the three years ended May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)[,] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)[,] May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)] [and May 31, [removed: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)20] [added: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)21] | | | [removed: [56](#i46e4e3c717064a3ca53a7fe9eaaaeca4_136)] [added: [56](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)] | | |

| | | | [Consolidated Statements of [removed: Comprehensive] Income for each of the three years ended May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)[,](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139) [May] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)[, May] 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)] [and May 31, [removed: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)20] [added: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)21] | | | [removed: [57](#i46e4e3c717064a3ca53a7fe9eaaaeca4_139)] [added: [55](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)] | | |

| | | | [Consolidated Balance Sheets at May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_139)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_139)] [and May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)1] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_139)2] | | | [removed: [58](#i46e4e3c717064a3ca53a7fe9eaaaeca4_142)] [added: [57](#i8dbf0fa99ce247278aa0e00c038ec4d0_139)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three years ended May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)[,] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)[,] May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)] [and May 31, [removed: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)20] [added: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)21] | | | [removed: [59](#i46e4e3c717064a3ca53a7fe9eaaaeca4_145)] [added: [58](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)] | | |

| | | | [Consolidated Statements of Shareholders' Equity for each of the three years ended May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)[,] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)[,] May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)] [and May 31, [removed: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)20] [added: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)21] | | | [removed: [60](#i46e4e3c717064a3ca53a7fe9eaaaeca4_148)] [added: [59](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i46e4e3c717064a3ca53a7fe9eaaaeca4_154)] [added: Statements](#i8dbf0fa99ce247278aa0e00c038ec4d0_148)] | | | [removed: [61](#i46e4e3c717064a3ca53a7fe9eaaaeca4_154)] [added: [60](#i8dbf0fa99ce247278aa0e00c038ec4d0_148)] | | |

| | | | [II — Valuation and Qualifying Accounts for the years ended May 31, [removed: 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)[2](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)[, 202](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)[1](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)] [added: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)[, 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)] [and [removed: 20](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)20] [added: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)21] | | | [removed: [98](#i46e4e3c717064a3ca53a7fe9eaaaeca4_256)] [added: [96](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)] | | |

| 10.25 | | | [NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 18, [removed: 2020)*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[0](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[)](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[.](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)[*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] | | |

| 10.26 | | | [NIKE, Inc. Performance-Based Restricted Stock Unit [removed: Agreement (incorporated] [added: Agreem](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm)[en](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm)[t](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm) [under the NIKE](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm) [Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm) [(incorporated] by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm)*] [added: 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm).*] | | |

| 10.27 | | | [removed: Credit] [added: [Credit] Agreement, dated as of March 11, 2022, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company's Current Report on Form 8-K filed March 14, [removed: 2022).] [added: 2022).](https://www.sec.gov/Archives/edgar/data/320187/000032018722000010/active_155789663x9xnike-5x.htm)] | | |

| [removed: 10.28] [added: 10.29] | | | [removed: Credit] [added: [Credit] Agreement, dated as of March [removed: 11, 2022,] [added: 10, 2023,] among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company's Current Report on Form 8-K filed March [removed: 14, 2022).] [added: 13, 2023).](https://www.sec.gov/Archives/edgar/data/320187/000032018723000006/nike-364xdaycreditagreemen.htm)] | | |

| 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/320187/000032018723000039/nke-5312023exhibit21.htm)] | | |

| 23 | | | [Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (included within this Annual Report on Form [removed: 10-K).](#i46e4e3c717064a3ca53a7fe9eaaaeca4_262)] [added: 10-K).](#i8dbf0fa99ce247278aa0e00c038ec4d0_259)] | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018723000039/nke-5312023exhibit311.htm)] | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/320187/000032018723000039/nke-5312023exhibit312.htm)] | | |

| [removed: 32] [added: 32†] | | | [Section 1350 [removed: Certifications.](https://www.sec.gov/Archives/edgar/data/320187/000032018722000038/nke-5312022exhibit32.htm)] [added: Certifications.](https://www.sec.gov/Archives/edgar/data/320187/000032018723000039/nke-5312023exhibit32.htm)] | | |

| For the fiscal year ended May 31, [removed: 2020(2)] [added: 2021] | | | $ | [removed: 843] [added: 682] | | $ | [removed: 2,263] [added: 2,617] | | $ | [removed: (31)] [added: 41] | | $ | [removed: (2,393)] [added: (2,745)] | | $ | [removed: 682] [added: 595] | |

2023 FORM 10-K 93

| 10.28 | | | [NIKE, Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 14, 2022).](https://www.sec.gov/Archives/edgar/data/320187/000032018722000046/nikeincemployeestockpurcha.htm) | | |

2023 FORM 10-K 94

† *Furnished herewith*

2023 FORM 10-K 95

| For the fiscal year ended May 31, 2023 | | | 525 | | | 3,344 | | | (11) | | | (3,309) | | | 549 | | |

2023 FORM 10-K 96

2022 FORM 10-K 95

2022 FORM 10-K 96

2022 FORM 10-K 97

| For the fiscal year ended May 31, 2021(2) | | | 682 | | | 2,617 | | | 41 | | | (2,745) | | | 595 | | |

*(2)During the fourth quarter of fiscal 2022, management identified misstatements related to the amounts disclosed within Charged to Costs and Expenses and Write-offs, net.

Specifically, Charged to Costs and Expenses was understated by $46 million for fiscal 2021 and $36 million for fiscal 2020 with a corresponding understatement of Write-offs, net.

Additionally, during the fourth quarter of fiscal 2021, management identified misstatements related to the amounts disclosed within Charged to Costs and Expenses and Write-offs, net.

Specifically, Charged to Costs and Expenses was understated by $286 million for fiscal 2020 with a corresponding understatement of Write-offs, net.

The Company assessed the materiality of these misstatements on prior period financial statements in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, codified in ASC 250, Presentation of Financial Statements, and concluded these misstatements were not material to any prior period.

As such, the Company has revised the amounts disclosed within Charged to Costs and Expenses and Write-offs, net for fiscal year 2021 and 2020.

These misstatements did not impact the Consolidated Balance Sheets, Consolidated Statements of Income, or Consolidated Statements of Cash Flows.*

2022 FORM 10-K 98

We hereby consent to the incorporation by reference in the Registration [removed: Statement] [added: Statements] on Form [added: S-3 (No. 333-266267) and Form] S-8 (Nos. 033-63995, 333-63581, 333-63583, 333-68864, 333-68886, 333-71660, 333-104822, 333-117059, 333-133360, 333-164248, 333-171647, 333-173727, [removed: 333-208900 and 333-215439)] [added: 333-208900, 333-215439] and [removed: the Registration Statement on Form S-3 (No. 333-232770)] [added: 333-266269)] of NIKE, Inc. of our report dated July [removed: 21, 2022] [added: 20, 2023] relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

| Date: | | | | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ JOHN J. DONAHOE II John J. Donahoe II | | | *President and Chief Executive Officer* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ MATTHEW FRIEND Matthew Friend | | | *Executive Vice President and Chief Financial Officer* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ [removed: CHRIS L. ABSTON Chris L. Abston] [added: JOHANNA NIELSEN Johanna Nielsen] | | | *Vice President and Corporate Controller* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ MARK G. PARKER Mark G. Parker | | | *Director, Chairman of the Board* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ CATHLEEN A. BENKO Cathleen A. Benko | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ TIMOTHY D. COOK Timothy D. Cook | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ THASUNDA B. DUCKETT Thasunda B. Duckett | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ ALAN B. GRAF, JR. Alan B. Graf, Jr. | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ PETER B. HENRY Peter B. Henry | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ TRAVIS A. KNIGHT Travis A. Knight | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ MICHELLE A. PELUSO Michelle A. Peluso | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

| /s/ JOHN W. ROGERS, JR. John W. Rogers, Jr. | | | *Director* | | | July [removed: 21, 2022] [added: 20, 2023] | | |

2023 FORM 10-K 97

July 20, 2023

2023 FORM 10-K 98

| /s/ MÓNICA GIL Mónica Gil | | | *Director* | | | July 20, 2023 | | |

| /s/ MARIA HENRY Maria Henry | | | *Director* | | | July 20, 2023 | | |

| /s/ ROBERT SWAN Robert Swan | | | *Director* | | | July 20, 2023 | | |

2023 FORM 10-K 99

2022 FORM 10-K 99

July 21, 2022

2022 FORM 10-K 100

| /s/ ELIZABETH J. COMSTOCK Elizabeth J. Comstock | | | *Director* | | | July 21, 2022 | | |

2022 FORM 10-K 101