NIKE (NKE) 10-K risk factor changes: FY2024 vs FY2023

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: international, national and local political, civil, economic and market conditions,] [added: risks relating to our multi-year enterprise initiative,] including [removed: high, and increases in, inflation and interest rates;] the [removed: size and growth of] [added: risk that NIKE is not able to identify opportunities to deliver anticipated cost savings, risks related to any delays in] the [removed: overall athletic] [added: timing for implementing the initiative] or [removed: leisure footwear, apparel] [added: potential disruptions to NIKE's business or operations as it executes on the initiative,] and [removed: equipment markets;] [added: other factors that may cause NIKE to be unable to achieve the expected benefits of the initiative;] intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; [added: NIKE's ability to successfully innovate and compete in various categories; new product development and innovation;] demographic changes; changes in consumer [removed: preferences;] [added: preferences and channel mix;] popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or [removed: forecasting] [added: forecasting, and responding to] changes in consumer preferences, consumer demand for NIKE [removed: products] [added: products, changes in channel mix] and the various market factors described above; [added: the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; international, national and local political, civil, economic and market conditions, including high and increasing inflation and interest rates;] 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 NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; [removed: 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 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 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, [added: 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 NIKE's decision to invest in or divest of businesses or capabilities; health epidemics, pandemics and similar [removed: outbreaks, including the COVID-19 pandemic;] [added: outbreaks;] and other factors referenced or incorporated by reference in this Annual Report and other reports.

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

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

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

- If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing [removed: 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.

We compete [removed: internationally] with a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment companies, private [removed: labels] [added: label brands offered by major retailers] and [added: various other] large companies that have diversified lines of athletic and leisure footwear, apparel and equipment.

Product offerings, [added: product innovations and] technologies, marketing expenditures (including expenditures for advertising and endorsements), pricing, costs of production, customer service, digital commerce platforms, digital services and experiences and social media presence are areas of intense competition.

These, in addition to ongoing rapid changes in [removed: technology,] [added: technology (including marketing and advertising technology),] a reduction in barriers to [removed: the creation of] [added: starting] new footwear and apparel companies and [added: an increase in the number of such companies (some of which may be able to react more nimbly to changes in] consumer [added: preferences) and changes in consumer] preferences in the markets for athletic and leisure footwear, apparel, and equipment, services and experiences, constitute significant risk factors in our operations.

In addition, the competitive nature of retail, including shifts in the ways in which consumers shop, [removed: and the continued proliferation of digital commerce,] constitutes a risk factor implicating our NIKE Direct and wholesale operations.

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

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

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

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

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

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

Maintaining, promoting and growing our brands will depend on our design and marketing efforts, including [added: product innovation, product quality and] advertising and consumer [removed: campaigns, product innovation and product quality.][added: campaigns.]

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 reliance on social [removed: media and other] [added: media,] digital advertising networks, [added: digital] and [added: advertising technology, and] digital dissemination of advertising campaigns on our digital platforms and through our digital experiences and products.

[removed: Negative publicity] relating to a violation or an alleged violation of policies or laws by such suppliers could damage our brand image and diminish consumer trust in our brand.

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

[added: 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.

In addition, our customers [removed: may] [added: may, and from time to time do,] cancel orders, change delivery schedules or change the mix of products ordered with minimal notice.

Our operating margins are also sensitive to a number of additional factors that are beyond our control, including manufacturing and transportation costs, shifts in product sales [removed: mix and geographic sales trends, all of which we expect to continue.]

Our success depends on our ability to identify, originate and define product trends as well as to anticipate, gauge and react to changing consumer demands in a timely [removed: manner.][added: manner so that our product offerings evolve and are responsive to consumer demands.]

However, lead times for many of our products [removed: may] make it more difficult for us to respond rapidly to new or changing product trends or consumer preferences.

Our new products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of [removed: performance] products or away from these types of products altogether, and our future success depends in part on our ability to anticipate and respond to these changes.

If we do not successfully market our [removed: products or] [added: products,] if advertising and promotional costs [removed: increase,] [added: increase or if certain advertising networks are no longer available,] these factors could have an adverse effect on our business, financial condition and results of operations.

We rely on technical innovation and high-quality products to [removed: compete in the market for our products.][added: compete.]

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

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

In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers, associated with our products or brand that harm the reputations of those athletes, teams or leagues, or endorsers, or our decisions to cease collaborating with certain endorsers in light of actions taken or statements made by them, have in the past harmed and could in the future seriously harm our brand image with consumers and, as a result, could have an adverse effect on [added: our sales and financial condition.]

Risks include, but are not limited to: credit card [removed: fraud;] [added: fraud and theft in both our retail stores and on digital platforms;] mismanagement of existing retail channel partners; inability to manage costs associated with store construction and operation; and [removed: theft.][added: supply chain and inventory management.]

A growing portion of consumers access our NIKE Direct digital platforms, but in the event that it is more difficult for consumers to access and use our digital platforms, consumers find that our digital platforms do not effectively meet their needs or expectations or consumers choose not to access or use our digital platforms or use devices that do not offer access to our platforms, the success of our [removed: NIKE Direct operations could be adversely impacted.]

If the technology-based [removed: systems] [added: systems, applications and platforms] that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected.

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

[added: In] addition, as use of our digital platforms continues to grow, we will need an increasing amount of technical infrastructure to continue to satisfy our consumers' needs.

Risks specific to our digital commerce business also include diversion of sales from our and our retailers' brick and mortar stores, [added: pricing pressure on our products,] difficulty in recreating the in-store experience through direct channels and liability for online content.

The failure of these systems to operate effectively, including as a result of security breaches, viruses, hackers, malware, [added: ransomware, denial of service attacks,] natural disasters, vendor business interruptions or other causes, failure to properly maintain, protect, repair or upgrade systems, or problems with transitioning to upgraded or replacement systems could cause delays in product fulfillment and reduced efficiency of our operations, could require significant [added: time and] capital investments to remediate the problem which may not be sufficient to cover all eventualities, and may have an adverse effect on our reputation, results of operations and financial condition.

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

The risk of counterparty default or failure may be heightened during [removed: economic downturns and] periods of [added: sustained high interest rates and] uncertainty in the financial [removed: markets.][added: markets as well as economic downturns.]

We rely upon [added: a concentrated amount of] contract manufacturers, which we do not own or operate, to manufacture all of the footwear products we [removed: sell.][added: sell, see "Manufacturing" for additional information.]

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New competitors frequently enter the markets we serve.

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Government shutdowns or the risk of government shutdowns, as well as the impact or expected impact of elections, both in the United States and in other countries around the world, may also increase volatility.

Investors, regulators and other stakeholders are also increasingly scrutinizing companies’ environmental, social and governance (“ESG”) commitments, performance and disclosures, including related to climate change, and in recent years have placed increasing importance on social costs and related implications of their investments.

Additionally, organizations that provide

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information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their respective approaches to ESG matters, which are increasingly being employed by investors, lenders, and customers to inform their investment, financing or purchasing decisions.

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Negative publicity

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Our enterprise initiative may not generate the intended benefits or projected cost savings we anticipate.

In December 2023, we announced a multi-year enterprise initiative aimed at delivering cost savings and investing in future growth, accelerating innovation and driving profitability.

Areas of potential savings include simplifying our product assortment, increasing automation and use of technology, streamlining our organization and leveraging our scale to drive greater efficiency.

Our ability to achieve the intended cost savings and goals associated with the enterprise initiative are subject to many estimates and assumptions, which may change during implementation and execution.

For example, we may not be able to identify opportunities to deliver anticipated cost savings.

Additionally, the timing of the cost savings associated with the enterprise initiative may be delayed.

Further, we may also face disruptions to our business or operations as we execute on the initiative.

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mix and geographic sales trends, all of which we expect to continue.

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NIKE Direct operations could be adversely impacted.

If Information Technology Systems suffer severe damage, disruption or shutdown and our

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Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems, and the fact that cyber-attacks are being made by groups and individuals with a wide range of expertise and motives, it is increasingly difficult to anticipate and defend against cyber-attacks, and a cyberattack could occur and persist for an extended period of time before being detected.

Moreover, the extent of a particular cyber incident and the steps that we may need to take to investigate the incident may not be immediately clear, and it may take a significant amount of time before such investigation can be finalized and completed and reliable information about the incident is known.

During the pendency of any such investigation, we may not necessarily know the extent of the harm or how best to remediate it and we may be required to disclose incidents before their full extent is known.

Moreover, to the extent we integrate artificial intelligence ("AI") into our operations, this may increase the cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools, we are exposed to, and threat actors may leverage AI to engage in automated, targeted and coordinated attacks of our systems.

If one or more of our significant suppliers

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products are manufactured or where we sell products.

In addition, changes we make in managing the supply of our products, such as changes to decrease the supply of certain products, pose the risk that we may not be able to meet demand for, or ramp up production of, certain products timely or without additional cost.

In addition, we have become, and expect to continue to be, subject to a number of regulations that require us to develop new policies and procedures for, strive to mitigate, and report, certain supply chain risks related to sourcing internationally.

These regulations have resulted and may continue to result in increased operating costs and affect how and where we source materials for our products.

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Any country in which our products are produced or sold may

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Regulations and best practices with respect to new technological developments, including generative AI, are in the process of being developed globally.

These developments may affect aspects of our business that leverage these tools, and give rise to risks related to intellectual property infringement claims or harm to our reputation or brand image.

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These risks and uncertainties include, but are not

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If

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our sales and financial condition.

In

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As of May 31, 2023, our contract manufacturers operated 123 finished goods footwear factories located in 11 countries.

For fiscal 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.

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changes in labor standards, whether government mandated or otherwise, and increases in compliance costs due to governmental regulation concerning certain metals, fabrics or raw materials used in the manufacturing of our products.

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

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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.

In the past, securities class action litigation has been brought against NIKE and other companies following a decline in the market price of their securities.

If our stock price is volatile for any reason, we may become involved in this type of litigation in the future.

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

Our strategy is to achieve [added: sustainable profitable] long-term revenue growth by creating innovative, "must-have" products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.

We [added: also] continue to invest in a [removed: new] [added: global] Enterprise Resource Planning Platform, data and analytics, demand sensing, insight [removed: gathering,] [added: gathering] and other areas to create an [removed: end-to-end] [added: end-to end] technology [removed: foundation, which we believe will further accelerate] [added: foundation to serve] our [removed: digital transformation.][added: consumer with speed and scale.]

[removed: FINANCIAL] [added: FISCAL 2024 FINANCIAL] HIGHLIGHTS

- NIKE Direct revenues grew [removed: 14%] [added: 1%] from [removed: $18.7] [added: $21.3] billion in fiscal [removed: 2022] [added: 2023] to [removed: $21.3] [added: $21.5] billion in fiscal [removed: 2023,] [added: 2024,] and represented approximately 44% of total NIKE Brand revenues for fiscal [removed: 2023][added: 2024]

- Gross margin [removed: for the fiscal year decreased 250] [added: increased 110] basis points to [removed: 43.5%] [added: 44.6%,] primarily [removed: driven] [added: due to strategic pricing actions and lower ocean freight rates and logistics costs, partially offset] by higher product [added: input] costs, [removed: higher markdowns] [added: lower margin in NIKE Direct] and unfavorable changes in [added: net] foreign currency exchange [removed: rates, partially offset by strategic pricing actions][added: rates]

- We returned [removed: $7.5] [added: $6.4] billion to our shareholders in fiscal [removed: 2023] [added: 2024] through share repurchases and dividends

- Return on Invested Capital ("ROIC") [added: was 34.9%] as of May 31, [removed: 2023 was 31.5%] [added: 2024,] compared to [removed: 46.5%] [added: 31.5%] as of May 31, [removed: 2022.][added: 2023.]

ROIC is considered a non-GAAP financial measure, see "Use of Non-GAAP Financial Measures" for [removed: further] [added: additional] information.

For discussion related to the results of operations and changes in financial condition for fiscal [removed: 2022] [added: 2023] compared to fiscal [removed: 2021] [added: 2022] refer to Part II, Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal [removed: 2022] [added: 2023] Form 10-K, which was filed with the United States Securities and Exchange Commission on July [removed: 21, 2022.][added: 20, 2023.]

We will continue to closely monitor macroeconomic [added: and geopolitical] conditions, including potential impacts of inflation and [removed: rising] [added: higher] interest rates on consumer [added: spending] behavior.

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

For [removed: further] [added: additional] information, refer to "Foreign Currency Exposures and Hedging Practices".

The operating environment could remain volatile in fiscal [removed: 2024] [added: 2025] as the risk [removed: exists] [added: remains] that [removed: worsening macroeconomic conditions] [added: these factors, among others,] could have a material adverse impact on our future revenue growth as well as overall profitability.

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

Throughout this Annual Report on Form 10-K, we discuss non-GAAP financial measures, which should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with [removed: U.S. GAAP.][added: generally accepted accounting principles in the United States of America ("U.S. GAAP").]

Total NIKE, Inc. EBIT for fiscal [added: 2024,] 2023 and [removed: fiscal] 2022 [removed: is] [added: are] as follows:

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

| *(Dollars in millions)* | | | [added: 2024 | | |] 2023 | | | 2022 | | |

| Net income | | | $ | [added: 5,700 | | $ |] 5,070 | | $ | 6,046 | |

| Add: Interest expense (income), net | | | [added: (161) | | |] (6) | | | 205 | | |

| Add: Income tax expense | | | [added: 1,000 | | |] 1,131 | | | 605 | | |

| Earnings before interest and taxes | | | $ | [added: 6,539 | | $ |] 6,195 | | $ | 6,856 | |

Our EBIT Margin calculation for fiscal [added: 2024,] 2023 and [removed: fiscal] 2022 [removed: is] [added: are] as follows:

| Numerator | | | | | | | | | [added: | | |]

| Earnings before interest and taxes | | | $ | [added: 6,539 | | $ |] 6,195 | | $ | 6,856 | |

| Denominator | | | | | | | | | [added: | | |]

| Total NIKE, Inc. Revenues | | | $ | [added: 51,362 | | $ |] 51,217 | | $ | 46,710 | |

| EBIT Margin | | | [added: 12.7% | | |] 12.1% | | | 14.7% | | |

Our ROIC calculation as of May 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] is as follows:

| *(Dollars in millions)* | | | [removed: MAY 31, 2023] [added: 2024] | | | [removed: MAY 31, 2022] [added: 2023] | | | [added: 2022 | | |]

| Earnings before interest and taxes | | | [removed: 6,195] [added: 6,539] | | | [removed: 6,856] [added: 6,195] | | |

| Income tax adjustment(1) | | | [removed: (1,130)] [added: (976)] | | | [removed: (624)] [added: (1,130)] | | |

| Earnings before interest and after taxes | | | $ | [removed: 5,065] [added: 5,563] | | $ | [removed: 6,232] [added: 5,065] | |

| | | | MAY 31, [removed: 2023] [added: 2024] | | | MAY 31, [removed: 2022] [added: 2023] | | |

| Total debt(2) | | | $ | [removed: 12,491] [added: 12,110] | | $ | [removed: 12,722] [added: 12,491] | |

| Add: Shareholders' equity | | | [removed: 14,982] [added: 14,155] | | | [removed: 14,425] [added: 14,982] | | |

| Less: Cash and equivalents and Short-term investments | | | [removed: 11,394] [added: 10,309] | | | [removed: 13,748] [added: 11,394] | | |

| Total invested capital | | | $ | [removed: 16,079] [added: 15,956] | | $ | [removed: 13,399] [added: 16,079] | |

We are focused on growing the entire marketplace by continuing to invest in our NIKE Direct operations while also increasing investment to elevate and differentiate our brand experience within our wholesale partners.

In addition, in the third quarter of fiscal 2024, we announced an enterprise-wide initiative to prioritize investment to fuel future growth including taking steps to streamline the organization.

This resulted in a net reduction of our global workforce and we expect to reinvest a majority of the future annual wage savings from these actions to support this initiative.

- NIKE, Inc. Revenues for fiscal 2024 were $51.4 billion compared to $51.2 billion for fiscal 2023

- NIKE Brand wholesale revenues increased 1% on a reported basis and 2% on a currency-neutral basis

- Income before income taxes included a restructuring charge of $443 million related to the streamlining of our organization, primarily associated with employee severance costs and accelerated stock-based compensation expense.

For more information, refer to Note 19 — Restructuring within the accompanying Notes to the Consolidated Financial Statements.

- Inventories as of May 31, 2024 were $7.5 billion, a decrease of 11% compared to the prior year, primarily due to a decrease in units

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CURRENT ECONOMIC CONDITIONS AND OTHER FACTORS IMPACTING OUR BUSINESS

- Consumer Spending: In fiscal 2024, consumers continued to spend more cautiously as the global economy remains uncertain and promotional activity remained high across our industry.

- Cost Inflationary Pressures: Inflationary pressures, including higher product input costs, continued to negatively impact our gross margin with more pronounced impacts in the first nine months of fiscal 2024.

These negative impacts were more than offset by the strategic pricing actions we have taken through fiscal 2024, as well as improvements in ocean freight rates and logistics costs we started to realize at the beginning of the second quarter of fiscal 2024.

- Supply Chain Conditions: During fiscal 2024 and as of May 31, 2024, our inventory levels were healthy, reflecting our proactive actions taken to manage our inventory supply.

- Product Lifecycle Management: We are currently reducing the supply of certain footwear products as we scale new and innovative products across the marketplace.

This had a negative impact on our revenues, specifically NIKE Brand Digital revenues in the fourth quarter of fiscal 2024.

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

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| *(Dollars in millions)* | | | MAY 31, 2024 | | | MAY 31, 2023 | | |

| Net income | | | $ | 5,700 | | $ | 5,070 | |

| Add: Interest expense (income), net | | | (161) | | | (6) | | |

| Add: Income tax expense | | | 1,000 | | | 1,131 | | |

Beginning in fiscal 2025, with the continued rollout of a new Enterprise Resource Planning Platform, the Company will replace wholesale equivalent revenues and gross margin drivers with a comparable U.S. GAAP metric.

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| TOTAL NIKE BRAND REVENUES | | | $ | 49,322 | | $ | 48,763 | | 1 | | % | 1 | | % | $ | 44,436 | | 10 | | % | 16 | | % |

| Sales to Wholesale Customers | | | $ | 27,758 | | $ | 27,397 | | 1 | | % | 2 | | % | $ | 25,608 | | 7 | | % | 14 | | % |

| TOTAL NIKE BRAND WHOLESALE EQUIVALENT REVENUES | | | $ | 40,767 | | $ | 40,127 | | 2 | | % | 2 | | % | $ | 36,151 | | 11 | | % | 18 | | % |

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- NIKE, Inc. Revenues for fiscal 2024 were $51.4 billion compared to $51.2 billion for fiscal 2023.

On a currency-neutral basis, NIKE, Inc. Revenues increased 1%, as higher revenues in Greater China and Asia Pacific & Latin America ("APLA"), which each increased NIKE, Inc. Revenues by 1 percentage point, were partially offset by lower revenues in Converse, which reduced NIKE, Inc. Revenues by approximately 1 percentage point.

Higher revenues in Greater China and APLA were partially offset by lower revenues in North America.

Within NIKE Direct revenues, there were certain reclassifications made between NIKE-owned retail stores and NIKE Brand Digital in the prior period to conform to current period presentation.

The reclassifications did not have a material impact on our Consolidated Financial Statements.

2024 FORM 10-K 35

FISCAL 2024 COMPARED TO FISCAL 2023

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

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.

We believe this unified approach will accelerate growth and unlock more efficiency for our business, while driving speed and responsiveness as we serve consumers globally.

- In fiscal 2023, NIKE, Inc. achieved record Revenues of $51.2 billion, which increased 10% and 16% on a reported and currency-neutral basis, respectively

- 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

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.

- 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.

2023 FORM 10-K 28

- 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.

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.

Business.

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.

Now that we have completed the shift from a wholesale and direct to consumer operating model to a distributor model within our Central and South America ("CASA") territory, we expect consolidated NIKE, Inc. and Asia Pacific & Latin America ("APLA") revenue growth will be reduced due to 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 reduce exposure to foreign exchange rate volatility.

| | | | | | | | | |

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

2023 FORM 10-K 29

Comparable store sales includes revenues from stores that were temporarily closed during the period as a result of COVID-19.

2023 FORM 10-K 30

2023 FORM 10-K 31

*(4)As a result of the Consumer Direct Acceleration strategy, announced in fiscal 2021, the Company is now organized around a consumer construct of Men's, Women's and Kids'.

Beginning in the first quarter of fiscal 2022, unisex products are classified within Men's, and Jordan Brand revenues are separately reported.

Certain prior year amounts were reclassified to conform to fiscal 2022 presentation.

These changes had no impact on previously reported consolidated results of operations or shareholders' equity.*

2023 FORM 10-K 32

The increase was due to higher revenues in North America, Europe, Middle East & Africa ("EMEA"), APLA and Greater China, which contributed approximately 7, 6, 2 and 1 percentage points to NIKE, Inc. Revenues, respectively.

2023 FORM 10-K 33

| Wholesale equivalent* | | |

- Lower margin in our NIKE Direct business, driven by higher promotional activity to liquidate inventory in the current period compared to lower promotional activity in the prior period resulting from lower available inventory supply;

- Lower other costs, primarily due to higher inventory obsolescence reserves recognized in Greater China in the fourth quarter of fiscal 2022.

Changes in foreign currency exchange rates decreased Demand creation expense by approximately 4 percentage points.

2023 FORM 10-K 34

The majority of derivatives outstanding as of May 31, [removed: 2023,] [added: 2024,] 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.

To achieve these objectives, we maintain a mix of commercial paper, bank loans, and fixed-rate debt of varying [removed: maturities.][added: maturities and have entered into receive-fixed, pay-variable interest rate swaps for a portion of our fixed-rate debt.]

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

The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was [removed: $111] [added: $57] million and [removed: $99] [added: $111] million as of May 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The VaR [removed: increased] [added: decreased] year-over-year as a result of [removed: an increase] [added: a decrease] in foreign currency volatilities as of May 31, [removed: 2023.][added: 2024.]

The average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was [removed: $289] [added: $180] million and [removed: $170] [added: $289] million during fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022,] [added: 2023,] respectively.

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

Intercompany loans and related interest amounts are eliminated in [removed: consolidation.]

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

Details of third-party debt [added: and interest rate swaps] are provided in the table below.

| *(Dollars in millions)* | | | [removed: 2024 | | |] 2025 | | | 2026 | | | 2027 | | | 2028 | | | [added: 2029 | | |] THEREAFTER | | | TOTAL | | | FAIR VALUE | | |

| Principal payments | | | $ | [removed: —] [added: 1,000] | | $ | [removed: 1,000] [added: —] | | $ | [removed: —] [added: 2,000] | | $ | [removed: 2,000] [added: —] | | $ | — | | $ | 6,000 | | $ | 9,000 | | $ | [removed: 7,889] [added: 7,631] | |

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

2024 FORM 10-K 51

consolidation.

The weighted average variable interest rates for the fixed rate swapped to variable rate swaps reflect the effective interest rates at May 31, 2024.

| Interest Rate Swaps — Fixed rate swapped to variable rate | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Notional amount | | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 1,800 | | $ | 1,800 | | $ | (31) | |

| Average fixed interest rate | | | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | 3.5 | | % | 3.5 | | % | | | |

| Average variable interest rate | | | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | 0.0 | | % | 3.7 | | % | 3.7 | | % | | | |

2024 FORM 10-K 52

2023 FORM 10-K 49

contracts, which are included in the VaR calculation above.

2023 FORM 10-K 50

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 [removed: Digital"), to retail accounts] [added: Digital")] and to [added: wholesale accounts, which include] a mix of independent distributors, licensees and sales representatives in nearly all countries around the world.

All references to fiscal [added: 2025, 2024,] 2023, [removed: 2022, 2021] [added: 2022] and [removed: 2020] [added: 2021] are to NIKE, Inc.'s fiscal years ended May 31, [added: 2025, 2024,] 2023, [removed: 2022, 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

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

We must, therefore, respond to trends and shifts in consumer preferences by adjusting the mix of existing product [removed: offerings,] [added: offerings and channels,] developing new products, styles and categories and influencing sports and fitness preferences through extensive marketing.

For fiscal [removed: 2023,] [added: 2024,] NIKE Brand and Converse sales in the United States accounted for approximately [removed: 43%] [added: 42%] of total revenues, compared to [removed: 40%] [added: 43%] and [removed: 39%] [added: 40%] for fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] respectively.

We sell our products to thousands of [removed: retail] [added: wholesale] 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 [removed: retail] [added: wholesale] accounts.

During fiscal [removed: 2023,] [added: 2024,] our three largest United States customers accounted for approximately [removed: 22%] [added: 21%] of sales in the United States.

| NIKE Brand factory stores | | | [removed: 213] [added: 211] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 74] [added: 85] | | |

| Converse stores (including factory stores) | | | [removed: 82] [added: 81] | | |

Properties for [removed: further] [added: additional] information.

For fiscal [removed: 2023,] [added: 2024,] non-U.S. NIKE Brand and Converse sales accounted for approximately [removed: 57%] [added: 58%] of total revenues, compared to [removed: 60%] [added: 57%] and [removed: 61%] [added: 60%] for fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021,] [added: 2022,] respectively.

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

We sell to thousands of retail accounts and ship products from [removed: 67] [added: 68] distribution centers outside of the United States.

Properties for [removed: further] [added: additional] information on distribution facilities outside of the United States.

During fiscal [removed: 2023,] [added: 2024,] NIKE's three largest customers outside of the United States accounted for approximately [removed: 14%] [added: 15%] of total non-U.S. sales.

| NIKE Brand factory stores | | | [removed: 560] [added: 561] | | |

| NIKE Brand in-line stores (including employee-only stores) | | | [removed: 49] [added: 53] | | |

No customer accounted for 10% or more of our consolidated net Revenues during fiscal [removed: 2023.][added: 2024.]

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

Nearly all of our footwear and apparel products are manufactured outside the United States by independent [added: contract] manufacturers ("contract manufacturers"), many of which operate multiple factories.

As of May 31, [removed: 2023,] [added: 2024,] we had [removed: 146] [added: 169] strategic Tier 2 suppliers.

As of May 31, [removed: 2023,] [added: 2024,] our contract manufacturers operated [removed: 123] [added: 96] finished goods footwear factories located in 11 countries.

For fiscal [removed: 2023,] [added: 2024,] NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers, many of which operate multiple factories.

The largest single finished goods footwear factory accounted for approximately 9% of total fiscal [removed: 2023] [added: 2024] NIKE Brand footwear production.

For fiscal [removed: 2023,] [added: 2024,] factories in Vietnam, Indonesia and China manufactured approximately 50%, 27% and 18% of total NIKE Brand footwear, respectively.

For fiscal [removed: 2023,] [added: 2024,] four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately [removed: 58%] [added: 57%] of NIKE Brand footwear production.

As of May 31, [removed: 2023,] [added: 2024,] our contract manufacturers operated [removed: 291] [added: 285] finished goods apparel factories located in [removed: 31] [added: 33] countries.

For fiscal [removed: 2023,] [added: 2024,] NIKE Brand apparel finished goods were manufactured by [removed: 55] [added: 68] contract manufacturers, many of which operate multiple factories.

The largest single finished goods apparel factory accounted for approximately [removed: 8%] [added: 9%] of total fiscal [removed: 2023] [added: 2024] NIKE Brand apparel production.

For fiscal [removed: 2023,] [added: 2024,] factories in Vietnam, China and Cambodia manufactured approximately [removed: 29%, 18% and] [added: 28%,] 16% [added: and 15%]

For fiscal [removed: 2023,] [added: 2024,] one apparel contract manufacturer accounted for more than 10% of apparel production, and the top five contract manufacturers in the aggregate accounted for approximately [removed: 52%] [added: 51%] of NIKE Brand apparel production.

During fiscal [removed: 2023,] [added: 2024,] 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 [added: and other] cushioning components used in footwear.

[removed: Despite competition for certain materials during] [added: In] fiscal [removed: 2023,] [added: 2024,] contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products.

We compete internationally with a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment companies and large companies having diversified lines of athletic and leisure footwear, apparel and equipment, including adidas, Anta, ASICS, [added: Deckers,] Li Ning, lululemon athletica, New Balance, [added: On,] Puma, Under Armour and V.F. Corporation, among others.

- Product attributes such as quality; [added: innovation and development;] performance and reliability; new product style, [removed: design, innovation] and [removed: development;] [added: design;] as well as consumer price/value.

We strategically pursue available protections of these rights and vigorously protect [added: and enforce] them against third-party theft and infringement.

[removed: We] [added: Throughout the world, we] own common law rights in the trade dress of several distinctive shoe designs and elements.

We have followed a policy of applying for and registering intellectual property rights in the United States and select foreign countries on trademarks, inventions, innovations and designs that we deem [added: protectable and] valuable.

We also continue to vigorously protect [added: and enforce] our intellectual property, including trademarks, patents and trade secrets against third-party infringement and misappropriation.

2024 FORM 10-K 1

| TOTAL | | | 377 | | |

2024 FORM 10-K 2

| TOTAL | | | 668 | | |

2024 FORM 10-K 3

From time to time, certain materials used in the production of our products experience periods of high demand, shortages and price volatility.

2024 FORM 10-K 4

See Item 1A.

Risk Factors, including the risk factor titled "Our products, services and experiences face intense competition."

2024 FORM 10-K 5

These tools also measure our employees' connection to NIKE's culture.

2024 FORM 10-K 6

We also are leveraging our global scale to support business diversity among the businesses with which we work.

2024 FORM 10-K 7

|  | | | | | | | | | Monique Matheson, Executive Vice President, Chief Human Resources Officer — Ms. Matheson, 57, joined NIKE in 1998 and has served as Executive Vice President, Chief Human Resources Officer of NIKE, Inc. since 2017, overseeing and driving the Company’s strategic global Human Resources strategy. In this role, Ms. Matheson leads through the lens of people — managing functions including recruitment, succession planning, learning and career development, diversity and inclusion, organizational effectiveness, employee engagement, pay and benefits and people solutions. Previously, Ms. Matheson has held roles including Vice President, Chief Talent and Diversity Officer and Vice President, Senior Human Resources Business Partner for North America, Global Product Creation (Footwear, Apparel and Equipment), Global Finance and NIKE, Inc. Affiliates. Prior to joining NIKE, Ms. Matheson practiced employment law. | | |

2024 FORM 10-K 8

Our Men's, Women's and Jordan Brand footwear products currently lead in footwear sales and we expect them to continue to do so.

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

2023 FORM 10-K 1

| TOTAL | | | 369 | | |

2023 FORM 10-K 2

| TOTAL | | | 663 | | |

2023 FORM 10-K 3

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

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

2023 FORM 10-K 6

We also are leveraging our global scale to accelerate business diversity, including investing in business training programs for women and increasing the proportion of services supplied by minority-owned businesses.

2023 FORM 10-K 7

|  | | | | | | | | | Monique S. Matheson, Executive Vice President, Chief Human Resources Officer — Ms. Matheson, 56, joined NIKE in 1998, with primary responsibilities in the human resources function. She was appointed as Vice President and Senior Business Partner in 2011 and Vice President, Chief Talent and Diversity Officer in 2012. Ms. Matheson was appointed Executive Vice President, Global Human Resources in 2017. | | |

2023 FORM 10-K 8

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

FOR THE FISCAL YEAR ENDED MAY 31, [removed: 2023][added: 2024]

[removed: ][added: ]

| As of November 30, [removed: 2022,] [added: 2023,] the aggregate market values of the Registrant's Common Stock held by non-affiliates were: | | | | | |

| As of July [removed: 12, 2023,] [added: 10, 2024,] the number of shares of the Registrant's Common Stock outstanding were: | | | | | |

| Class A | | | [removed: 304,897,252] [added: 297,897,252] | | |

Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September [removed: 12, 2023,] [added: 10, 2024,] are incorporated by reference into Part III of this report.

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| | | | [Our [removed: Markets](#i8dbf0fa99ce247278aa0e00c038ec4d0_25)] [added: Markets](#i99ed084b8fd548c9b380a386a199251f_28)] | | | [removed: [2](#i8dbf0fa99ce247278aa0e00c038ec4d0_25)] [added: [2](#i99ed084b8fd548c9b380a386a199251f_28)] | | |

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| | | | [International Operations and [removed: Trade](#i8dbf0fa99ce247278aa0e00c038ec4d0_37)] [added: Trade](#i99ed084b8fd548c9b380a386a199251f_40)] | | | [removed: [4](#i8dbf0fa99ce247278aa0e00c038ec4d0_37)] [added: [4](#i99ed084b8fd548c9b380a386a199251f_40)] | | |

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| | | | [Human Capital [removed: Resources](#i8dbf0fa99ce247278aa0e00c038ec4d0_46)] [added: Resources](#i99ed084b8fd548c9b380a386a199251f_49)] | | | [removed: [6](#i8dbf0fa99ce247278aa0e00c038ec4d0_46)] [added: [6](#i99ed084b8fd548c9b380a386a199251f_49)] | | |

| | | | [Available Information and [removed: Websites](#i8dbf0fa99ce247278aa0e00c038ec4d0_2242)] [added: Websites](#i99ed084b8fd548c9b380a386a199251f_52)] | | | [removed: [7](#i8dbf0fa99ce247278aa0e00c038ec4d0_2242)] [added: [7](#i99ed084b8fd548c9b380a386a199251f_52)] | | |

| | | | [Information about our Executive [removed: Officers](#i8dbf0fa99ce247278aa0e00c038ec4d0_49)] [added: Officers](#i99ed084b8fd548c9b380a386a199251f_55)] | | | [removed: [8](#i8dbf0fa99ce247278aa0e00c038ec4d0_49)] [added: [8](#i99ed084b8fd548c9b380a386a199251f_55)] | | |

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| [ITEM [removed: 7.](#i8dbf0fa99ce247278aa0e00c038ec4d0_76)] [added: 7.](#i99ed084b8fd548c9b380a386a199251f_82)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8dbf0fa99ce247278aa0e00c038ec4d0_76)] [added: Operations](#i99ed084b8fd548c9b380a386a199251f_82)] | | | [removed: [28](#i8dbf0fa99ce247278aa0e00c038ec4d0_76)] [added: [30](#i99ed084b8fd548c9b380a386a199251f_82)] | | |

| [ITEM [removed: 7A.](#i8dbf0fa99ce247278aa0e00c038ec4d0_121)] [added: 7A.](#i99ed084b8fd548c9b380a386a199251f_130)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i8dbf0fa99ce247278aa0e00c038ec4d0_121)] [added: Risk](#i99ed084b8fd548c9b380a386a199251f_130)] | | | [removed: [49](#i8dbf0fa99ce247278aa0e00c038ec4d0_121)] [added: [51](#i99ed084b8fd548c9b380a386a199251f_130)] | | |

| [ITEM [removed: 8.](#i8dbf0fa99ce247278aa0e00c038ec4d0_124)] [added: 8.](#i99ed084b8fd548c9b380a386a199251f_133)] | | | [Financial Statements and Supplementary [removed: Data](#i8dbf0fa99ce247278aa0e00c038ec4d0_124)] [added: Data](#i99ed084b8fd548c9b380a386a199251f_133)] | | | [removed: [51](#i8dbf0fa99ce247278aa0e00c038ec4d0_124)] [added: [53](#i99ed084b8fd548c9b380a386a199251f_133)] | | |

| [ITEM [removed: 9.](#i8dbf0fa99ce247278aa0e00c038ec4d0_217)] [added: 9.](#i99ed084b8fd548c9b380a386a199251f_220)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8dbf0fa99ce247278aa0e00c038ec4d0_217)] [added: Disclosure](#i99ed084b8fd548c9b380a386a199251f_220)] | | | [removed: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_217)] [added: [92](#i99ed084b8fd548c9b380a386a199251f_220)] | | |

| [ITEM [removed: 9A.](#i8dbf0fa99ce247278aa0e00c038ec4d0_220)] [added: 9A.](#i99ed084b8fd548c9b380a386a199251f_223)] | | | [Controls and [removed: Procedures](#i8dbf0fa99ce247278aa0e00c038ec4d0_220)] [added: Procedures](#i99ed084b8fd548c9b380a386a199251f_223)] | | | [removed: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_220)] [added: [92](#i99ed084b8fd548c9b380a386a199251f_223)] | | |

| [ITEM [removed: 9B.](#i8dbf0fa99ce247278aa0e00c038ec4d0_223)] [added: 9B.](#i99ed084b8fd548c9b380a386a199251f_226)] | | | [Other [removed: Information](#i8dbf0fa99ce247278aa0e00c038ec4d0_223)] [added: Information](#i99ed084b8fd548c9b380a386a199251f_226)] | | | [removed: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_223)] [added: [92](#i99ed084b8fd548c9b380a386a199251f_226)] | | |

| [ITEM [removed: 9C.](#i8dbf0fa99ce247278aa0e00c038ec4d0_226)] [added: 9C.](#i99ed084b8fd548c9b380a386a199251f_229)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8dbf0fa99ce247278aa0e00c038ec4d0_226)] [added: Inspections](#i99ed084b8fd548c9b380a386a199251f_229)] | | | [removed: [91](#i8dbf0fa99ce247278aa0e00c038ec4d0_226)] [added: [92](#i99ed084b8fd548c9b380a386a199251f_229)] | | |

| | | | [(Except for the information set forth under “Information about our [removed: Executive] [added: Ex](#i99ed084b8fd548c9b380a386a199251f_232)[ecutive] Officers” in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc. [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_229)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_229) [Annual] [added: 202](#i99ed084b8fd548c9b380a386a199251f_232)[4](#i99ed084b8fd548c9b380a386a199251f_232) [](#i99ed084b8fd548c9b380a386a199251f_232)[Annual] Meeting of [removed: Shareholders.)](#i8dbf0fa99ce247278aa0e00c038ec4d0_229)] [added: Shareholders.)](#i99ed084b8fd548c9b380a386a199251f_232)] | | | | | |

| [ITEM [removed: 10.](#i8dbf0fa99ce247278aa0e00c038ec4d0_232)] [added: 10.](#i99ed084b8fd548c9b380a386a199251f_235)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8dbf0fa99ce247278aa0e00c038ec4d0_232)] [added: Governance](#i99ed084b8fd548c9b380a386a199251f_235)] | | | [removed: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_232)] [added: [93](#i99ed084b8fd548c9b380a386a199251f_235)] | | |

| [ITEM [removed: 11.](#i8dbf0fa99ce247278aa0e00c038ec4d0_235)] [added: 11.](#i99ed084b8fd548c9b380a386a199251f_238)] | | | [Executive [removed: Compensation](#i8dbf0fa99ce247278aa0e00c038ec4d0_235)] [added: Compensation](#i99ed084b8fd548c9b380a386a199251f_238)] | | | [removed: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_235)] [added: [93](#i99ed084b8fd548c9b380a386a199251f_238)] | | |

| [ITEM [removed: 12.](#i8dbf0fa99ce247278aa0e00c038ec4d0_238)] [added: 12.](#i99ed084b8fd548c9b380a386a199251f_241)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8dbf0fa99ce247278aa0e00c038ec4d0_238)] [added: Matters](#i99ed084b8fd548c9b380a386a199251f_241)] | | | [removed: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_238)] [added: [93](#i99ed084b8fd548c9b380a386a199251f_241)] | | |

| [ITEM [removed: 13.](#i8dbf0fa99ce247278aa0e00c038ec4d0_241)] [added: 13.](#i99ed084b8fd548c9b380a386a199251f_244)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i8dbf0fa99ce247278aa0e00c038ec4d0_241)] [added: Independence](#i99ed084b8fd548c9b380a386a199251f_244)] | | | [removed: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_241)] [added: [93](#i99ed084b8fd548c9b380a386a199251f_244)] | | |

| [ITEM [removed: 14.](#i8dbf0fa99ce247278aa0e00c038ec4d0_244)] [added: 14.](#i99ed084b8fd548c9b380a386a199251f_247)] | | | [Principal Accountant Fees and [removed: Services](#i8dbf0fa99ce247278aa0e00c038ec4d0_244)] [added: Services](#i99ed084b8fd548c9b380a386a199251f_247)] | | | [removed: [92](#i8dbf0fa99ce247278aa0e00c038ec4d0_244)] [added: [93](#i99ed084b8fd548c9b380a386a199251f_247)] | | |

| [ITEM [removed: 15.](#i8dbf0fa99ce247278aa0e00c038ec4d0_250)] [added: 15.](#i99ed084b8fd548c9b380a386a199251f_253)] | | | [Exhibits and Financial Statement [removed: Schedules](#i8dbf0fa99ce247278aa0e00c038ec4d0_250)] [added: Schedules](#i99ed084b8fd548c9b380a386a199251f_253)] | | | [removed: [93](#i8dbf0fa99ce247278aa0e00c038ec4d0_250)] [added: [94](#i99ed084b8fd548c9b380a386a199251f_253)] | | |

| [ITEM [removed: 16.](#i8dbf0fa99ce247278aa0e00c038ec4d0_256)] [added: 16.](#i99ed084b8fd548c9b380a386a199251f_259)] | | | [Form 10-K [removed: Summary](#i8dbf0fa99ce247278aa0e00c038ec4d0_256)] [added: Summary](#i99ed084b8fd548c9b380a386a199251f_259)] | | | [removed: [97](#i8dbf0fa99ce247278aa0e00c038ec4d0_256)] [added: [98](#i99ed084b8fd548c9b380a386a199251f_259)] | | |

| Class A | | | $ | 7,404,327,478 | |

| Class B | | | 133,466,945,242 | | |

| | | | $ | 140,871,272,720 | |

| Class B | | | 1,201,461,692 | | |

| | | | 1,499,358,944 | | |

| [PART I](#i99ed084b8fd548c9b380a386a199251f_13) | | | | | | [1](#i99ed084b8fd548c9b380a386a199251f_13) | | |

| | | | [General](#i99ed084b8fd548c9b380a386a199251f_19) | | | [1](#i99ed084b8fd548c9b380a386a199251f_19) | | |

| | | | [Products](#i99ed084b8fd548c9b380a386a199251f_22) | | | [1](#i99ed084b8fd548c9b380a386a199251f_22) | | |

| | | | [Manufacturing](#i99ed084b8fd548c9b380a386a199251f_37) | | | [3](#i99ed084b8fd548c9b380a386a199251f_37) | | |

| | | | [Competition](#i99ed084b8fd548c9b380a386a199251f_43) | | | [5](#i99ed084b8fd548c9b380a386a199251f_43) | | |

| [ITEM 1](#i99ed084b8fd548c9b380a386a199251f_2130)[C](#i99ed084b8fd548c9b380a386a199251f_2130)[.](#i99ed084b8fd548c9b380a386a199251f_2130) | | | [Cybersecurity](#i99ed084b8fd548c9b380a386a199251f_2130) | | | [25](#i99ed084b8fd548c9b380a386a199251f_61) | | |

| [PART II](#i99ed084b8fd548c9b380a386a199251f_73) | | | | | | [27](#i99ed084b8fd548c9b380a386a199251f_73) | | |

| [PART III](#i99ed084b8fd548c9b380a386a199251f_232) | | | | | | [93](#i99ed084b8fd548c9b380a386a199251f_232) | | |

| [PART IV](#i99ed084b8fd548c9b380a386a199251f_250) | | | | | | [94](#i99ed084b8fd548c9b380a386a199251f_250) | | |

| | | | [Signatures](#i99ed084b8fd548c9b380a386a199251f_265) | | | [100](#i99ed084b8fd548c9b380a386a199251f_265) | | |

| 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) | | |

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

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

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

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

At NIKE, cybersecurity risk management is an important part of our overall risk management efforts.

We have cybersecurity processes, technologies and controls in place to aid in our efforts to assess, identify and manage material risks associated with cybersecurity threats.

We assess cybersecurity risk at both the board and management levels.

Management’s Role in Managing Risk

At the management level, primary responsibility for assessing and managing material risks from cybersecurity threats rests with our Vice President, Corporate Information Security, Risk & Compliance ("VP, CIS").

Our VP, CIS has over two decades of experience in information technology and cybersecurity.

The VP, CIS reports to our Chief Information Officer (“CIO”) who has significant experience leading technology teams at large public companies and our CIO reports to our Chief Technology Officer.

Our approach to managing cybersecurity risk is informed by the industry-standard National Institute for Standards and Technology Cybersecurity Framework.

The VP, CIS has primary responsibility for implementing and overseeing our enterprise-wide cybersecurity strategy, policy, architecture and processes.

We use various tools and methodologies to identify and manage cybersecurity risk, including risk assessments and a vulnerability management program that includes periodic penetration testing.

We have a third-party cyber risk management program that conducts assessments on third parties who integrate with our data, network, systems and applications.

These tools and methodologies inform our remediation activities, which are tracked and reported to senior management.

In addition, our internal audit function periodically conducts independent testing of the overall operations of our cybersecurity program and supporting control frameworks, and reports the results to the Audit & Finance Committee.

We also engage third parties to assess our cybersecurity program maturity and to perform audits of portions of our cybersecurity control environment based on risk or where necessary to ensure regulatory compliance.

Our cybersecurity team meets frequently to monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents.

In the event of a cybersecurity incident, we have an incident response plan that governs our immediate response including detection, escalation, assessment, management and remediation.

As part of incident response, the cybersecurity team will also coordinate with external advisors and other key stakeholders as needed.

The cybersecurity team routinely tests this plan across the organization to validate the procedures for appropriately escalating potentially material cybersecurity risks and incidents.

Also, we provide an annual, mandatory cybersecurity training program for employees that is intended to help them understand cybersecurity risks and comply with our cybersecurity policies.

Board Oversight

Our Board of Directors has ultimate oversight of cybersecurity risk as part of its risk management oversight responsibilities, including with respect to cybersecurity risk priorities, resource allocation and oversight structures.

The Board of Directors receives an update on our cybersecurity program on an annual basis, or more frequently as determined to be necessary or advisable.

The Board of Directors has delegated risk management oversight responsibility for information security and data protection to the Audit & Finance Committee, which regularly reviews our cybersecurity program and related matters with management and reports to the Board of Directors.

Topics discussed at the board level include our approach to cybersecurity risk management, key initiatives, the threat landscape and recent developments and trends.

The Board of Directors is aware of the critical nature of managing risks associated with cybersecurity threats and is actively engaged in our cybersecurity risk management strategy.

Risks from Cybersecurity Threats

Even though, to date, cybersecurity risks have not materially affected our business or our results of operations, we face numerous and evolving cybersecurity threats.

There can be no assurance that we, or the third parties with which we interact, will not face a cybersecurity incident in the future that will materially affect us.

For more information about the cybersecurity risks we face, see the risk factor entitled “We rely significantly on information technology to operate our business, including our supply chain and retail operations, and any failure, inadequacy or interruption of that technology could harm our ability to effectively operate our business” in Item 1A.

Risk Factors.

2024 FORM 10-K 25

The NIKE World [removed: Campus,] [added: Headquarters,] 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 [removed: world] [added: global] headquarters and is occupied by approximately [removed: 11,400] [added: 10,700] employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.

We lease approximately [removed: 1,027] [added: 1,040] retail stores worldwide, which primarily consist of factory stores.

Our leases expire at various dates through the fiscal year [removed: 2052.][added: 2058.]

2024 FORM 10-K 26

2023 FORM 10-K 24

At July [removed: 12, 2023,] [added: 10, 2024,] there were [removed: 21,813] [added: 21,354] holders of record of NIKE's Class B Common Stock and [removed: 15] [added: 16] holders of record of NIKE's Class A Common Stock.

In [removed: August] [added: June] 2022, the [removed: Company terminated the previous] [added: Board of Directors approved a] four-year, [removed: $15] [added: $18] billion share repurchase [removed: program approved by the Board of Directors in June 2018.][added: program.]

As of May 31, [removed: 2023,] [added: 2024,] the Company had repurchased [removed: 43.5] [added: 84.9] million shares at an average price of [removed: $110.38] [added: $106.65] per share for a total approximate cost of [removed: $4.8] [added: $9.1] billion under [removed: the new] [added: this] program.

The following table presents a summary of share repurchases made during the quarter ended May 31, [removed: 2023:][added: 2024:]

The graph assumes an investment of $100 on May 31, [removed: 2018,] [added: 2019,] in each of the indices and our Class B Common Stock.

[removed: ][added: ]

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

| March 1 — March 31, 2024 | | | 2,583,730 | | | $ | 98.42 | | $ | 9,739 | |

| April 1 — April 30, 2024 | | | 3,606,667 | | | $ | 93.73 | | $ | 9,401 | |

| May 1 — May 31, 2024 | | | 4,895,400 | | | $ | 93.16 | | $ | 8,945 | |

| | | | 11,085,797 | | | $ | 94.57 | | | | |

2024 FORM 10-K 27

2024 FORM 10-K 28

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.

Upon termination of the $15 billion program, the Company began purchasing shares under a new four-year, $18 billion share repurchase program authorized by the Board of Directors in June 2022.

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

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

| March 1 — March 31, 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

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

2023 FORM 10-K 26

2024 FORM 10-K 29

2023 FORM 10-K 27

Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, [removed: 2023.][added: 2024.]

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: 2023,] [added: 2024,] as stated in their report herein.

We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of May 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of May 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended May 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As [removed: described in Notes 1 and 7 to the consolidated financial statements, the Company recorded income tax expense] of [removed: $1,131 million for the year ended] May 31, [removed: 2023, and has net deferred tax assets of $1,799 million, including a valuation allowance of $22 million, and] [added: 2024,] total gross unrecognized tax benefits, excluding related interest and penalties, [removed: of $936 million as of May 31, 2023, $651 million] [added: were $990 million,] of which [added: $699 million] would affect the Company's effective tax rate if recognized in future periods.

[removed: The] [added: As described in Notes 1 and 7 to the consolidated financial statements, the] Company is subject to taxation in the United States, as well as various state and foreign jurisdictions.

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

The principal considerations for our determination that performing procedures relating to the accounting for income taxes is a critical audit matter are [added: (i) the significant judgment by management when determining the provision for income taxes and interpreting and applying complex tax laws as it relates to determining the provision for income taxes and uncertain tax positions; (ii)] a high degree of auditor [removed: judgment, subjectivity] [added: judgment] and effort in performing procedures and evaluating audit evidence [removed: relating] [added: related] to [removed: management's assessment] [added: management’s interpretation and application] of complex tax laws [removed: and regulations] as it relates to [removed: determining] the [added: determination of the] provision for income [removed: taxes.][added: taxes and the assessment of whether tax positions are more likely than not to be sustained; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to income [removed: taxes, evaluating changes in and compliance with tax laws, and testing the calculation of the provision of income] taxes.

Professionals with specialized skill and knowledge were used to assist in evaluating [added: (i)] changes in and compliance with the tax [removed: laws and regulations] [added: laws; (ii) management’s interpretation] and [added: application of certain complex tax laws as it relates to] the [added: determination of the] provision for income [removed: taxes.][added: taxes; and (iii) the reasonableness of management's assessment of whether certain tax positions are more likely than not of being sustained.]

| *(In millions, except per share data)* | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | $ | [removed: 51,217] [added: 51,362] | | $ | [removed: 46,710] [added: 51,217] | | $ | [removed: 44,538] [added: 46,710] | |

| Cost of sales | | | [removed: 28,925] [added: 28,475] | | | [removed: 25,231] [added: 28,925] | | | [removed: 24,576] [added: 25,231] | | |

| Gross profit | | | [removed: 22,292] [added: 22,887] | | | [removed: 21,479] [added: 22,292] | | | [removed: 19,962] [added: 21,479] | | |

| Demand creation expense | | | [removed: 4,060] [added: 4,285] | | | [removed: 3,850] [added: 4,060] | | | [removed: 3,114] [added: 3,850] | | |

| Operating overhead expense | | | [removed: 12,317] [added: 12,291] | | | [removed: 10,954] [added: 12,317] | | | [removed: 9,911] [added: 10,954] | | |

| Total selling and administrative expense | | | [removed: 16,377] [added: 16,576] | | | [removed: 14,804] [added: 16,377] | | | [removed: 13,025] [added: 14,804] | | |

| Interest expense (income), net | | | [removed: (6)] [added: (161)] | | | [removed: 205] [added: (6)] | | | [removed: 262] [added: 205] | | |

| Other (income) expense, net | | | [removed: (280)] [added: (228)] | | | [removed: (181)] [added: (280)] | | | [removed: 14] [added: (181)] | | |

| Income before income taxes | | | [removed: 6,201] [added: 6,700] | | | [removed: 6,651] [added: 6,201] | | | [removed: 6,661] [added: 6,651] | | |

| Income tax expense | | | [removed: 1,131] [added: 1,000] | | | [removed: 605] [added: 1,131] | | | [removed: 934] [added: 605] | | |

| NET INCOME | | | $ | [removed: 5,070] [added: 5,700] | | $ | [removed: 6,046] [added: 5,070] | | $ | [removed: 5,727] [added: 6,046] | |

| Basic | | | $ | [removed: 3.27] [added: 3.76] | | $ | [removed: 3.83] [added: 3.27] | | $ | [removed: 3.64] [added: 3.83] | |

| Diluted | | | $ | [removed: 3.23] [added: 3.73] | | $ | [removed: 3.75] [added: 3.23] | | $ | [removed: 3.56] [added: 3.75] | |

| Basic | | | [removed: 1,551.6] [added: 1,517.6] | | | [removed: 1,578.8] [added: 1,551.6] | | | [removed: 1,573.0] [added: 1,578.8] | | |

| Diluted | | | [removed: 1,569.8] [added: 1,529.7] | | | [removed: 1,610.8] [added: 1,569.8] | | | [removed: 1,609.4] [added: 1,610.8] | | |

| *(Dollars in millions)* | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| Net income | | | $ | [removed: 5,070] [added: 5,700] | | $ | [removed: 6,046] [added: 5,070] | | $ | [removed: 5,727] [added: 6,046] | |

| Change in net foreign currency translation adjustment | | | [removed: 267] [added: (3)] | | | [removed: (522)] [added: 267] | | | [removed: 496] [added: (522)] | | |

| Change in net gains (losses) on cash flow hedges | | | [removed: (348)] [added: (184)] | | | [removed: 1,214] [added: (348)] | | | [removed: (825)] [added: 1,214] | | |

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

| Total other comprehensive income (loss), net of tax | | | [removed: (87)] [added: (178)] | | | [removed: 698] [added: (87)] | | | [removed: (324)] [added: 698] | | |

| TOTAL COMPREHENSIVE INCOME | | | $ | [removed: 4,983] [added: 5,522] | | $ | [removed: 6,744] [added: 4,983] | | $ | [removed: 5,403] [added: 6,744] | |

| [removed: *(In] [added: *(Dollars in] millions)* | | | [added: 2024 | | |] 2023 | | | 2022 | | |

| Cash and equivalents | | | $ | [removed: 7,441] [added: 9,860] | | $ | [removed: 8,574] [added: 7,441] | |

| Short-term investments | | | [removed: 3,234] [added: 1,722] | | | [removed: 4,423] [added: 3,234] | | |

| Accounts receivable, net | | | [removed: 4,131] [added: 4,427] | | | [removed: 4,667] [added: 4,131] | | |

| Inventories | | | [removed: 8,454] [added: 7,519] | | | [removed: 8,420] [added: 8,454] | | |

2024 FORM 10-K 53

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Furthermore, as part of determining its provision for income taxes, management evaluates the probability a tax position will be effectively sustained and the appropriateness of the amount recognized for uncertain tax positions based on factors including changes in facts or circumstances, changes in tax law, settled audit issues and new audit activity.

The Company recorded income tax expense of $1,000 million for the year ended May 31, 2024.

These procedures also included, among others (i) testing the provision for income taxes, which included the effective tax rate reconciliation and assessing management’s interpretation and application of complex tax laws; (ii) evaluating the completeness of management’s identification of uncertain tax positions by considering changes in facts or circumstances, changes in and compliance with tax laws, settled audit issues, new authoritative cases, or new audit activity, where applicable; and (iii) for certain tax positions, evaluating management’s assessment of the technical merits of the tax positions by obtaining and inspecting third party income tax documentation.

July 25, 2024

2024 FORM 10-K 56

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| *(In millions)* | | | 2024 | | | 2023 | | |

2024 FORM 10-K 59

| Net income | | | $ | 5,700 | | $ | 5,070 | | $ | 6,046 | |

2024 FORM 10-K 60

| Conversion to Class B Common Stock | | | (7) | | | | | | | | | 7 | | | | | | | | | | | | | | | — | | |

| Balance at May 31, 2024 | | | 298 | | | $ | — | | | | | 1,205 | | | $ | 3 | | $ | 13,409 | | $ | 53 | | $ | 965 | | $ | 14,430 | |

2024 FORM 10-K 61

| Note 14 | | | Revenues | | | [84](#i99ed084b8fd548c9b380a386a199251f_199) | | |

| Note 17 | | | Leases | | | [89](#i99ed084b8fd548c9b380a386a199251f_208) | | |

| Note 18 | | | Divestitures | | | [90](#i99ed084b8fd548c9b380a386a199251f_211) | | |

| Note 19 | | | Restructuring | | | [91](#i99ed084b8fd548c9b380a386a199251f_214) | | |

2024 FORM 10-K 62

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The Company accounts for income taxes using the asset and liability method.

This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

The Company recognizes a tax benefit from uncertain tax positions in the consolidated financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities.

RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULES

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss.

The amendments are effective for the Company's annual periods beginning June 1, 2024, and interim periods beginning June 1, 2025, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for the Company's annual periods beginning June 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors.

This rule will require registrants to disclose certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.

2023 FORM 10-K 51

2023 FORM 10-K 52

2023 FORM 10-K 53

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

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

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

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

July 20, 2023

2023 FORM 10-K 54

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| Balance at May 31, 2020 | | | 315 | | | $ | — | | | | | 1,243 | | | $ | 3 | | $ | 8,299 | | $ | (56) | | $ | (191) | | $ | 8,055 | |

2023 FORM 10-K 59

| Note 14 | | | Revenues | | | [83](#i8dbf0fa99ce247278aa0e00c038ec4d0_196) | | |

| Note 17 | | | Leases | | | [88](#i8dbf0fa99ce247278aa0e00c038ec4d0_205) | | |

| Note 18 | | | Acquisitions and Divestitures | | | [89](#i8dbf0fa99ce247278aa0e00c038ec4d0_208) | | |

| Note 19 | | | Restructuring | | | [90](#i8dbf0fa99ce247278aa0e00c038ec4d0_211) | | |

2023 FORM 10-K 60

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Additionally, the macroeconomic environment could remain volatile as the risk exists that worsening macroeconomic conditions could have a material, adverse impact on future revenue growth as well as overall profitability.

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.

2023 FORM 10-K 66

| Allowance for expected loss on sale(1) | | | — | | | 397 | | |

*(1)Refer to Note 18 — Acquisitions and Divestitures for additional information.*

2023 FORM 10-K 67

Refer to Note 1 — Summary of Significant Accounting Policies for additional detail regarding the Company's fair value measurement methodology.

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

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

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

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

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

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

2023 FORM 10-K 68

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

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: 2023.][added: 2024.]

Rule 10b5-1 Trading Plans

During the fiscal quarter ended May 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

No disclosure is required under this item.

2024 FORM 10-K 92

2023 FORM 10-K 91

The information required by Item 401 of Regulation S-K regarding directors is included under "Corporate Governance — NIKE, Inc. Board of Directors" in the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 406 of Regulation S-K is included under "Corporate Governance — Code of Conduct" in the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K regarding the Audit & Finance Committee of the Board of Directors is included under "Corporate Governance — Board Structure and Responsibilities — Board Committees" in the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 408(b)(1) of Regulation S-K regarding our insider trading policies is included under "Additional Information — Insider Trading Arrangements and Policies" in the definitive Proxy Statement for our 2024 Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K regarding executive compensation is included under "Corporate Governance — Director Compensation for Fiscal [removed: 2023,"] [added: 2024,"] "Executive Compensation — Compensation Discussion and Analysis," "Executive Compensation — Executive Compensation Tables," and "Additional Information — Compensation Committee Interlocks and Insider Participation," in the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K is included under "Executive Compensation — Executive Compensation Tables — Equity Compensation Plan Information" in the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 403 of Regulation S-K is included under "Stock Ownership Information — Stock Holdings of Certain Owners and Management" in the definitive Proxy Statement for our [removed: 2023] [added: 2024] 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 "Additional Information — Transactions with Related Persons" and "Corporate Governance — NIKE, Inc. Board of Directors — Director Independence" in the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 9(e) of Schedule 14A is included under "Audit Matters — Ratification of Appointment of Independent Registered Public Accounting Firm" in the definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders and is incorporated herein by reference.

2024 FORM 10-K 93

2023 FORM 10-K 92

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i8dbf0fa99ce247278aa0e00c038ec4d0_130)] [added: Firm](#i99ed084b8fd548c9b380a386a199251f_139)] (PCAOB ID 238) | | | [removed: [53](#i8dbf0fa99ce247278aa0e00c038ec4d0_130)] [added: [55](#i99ed084b8fd548c9b380a386a199251f_139)] | | |

| | | | [Consolidated Statements of Income for each of the three years [removed: ended] [added: ended](#i99ed084b8fd548c9b380a386a199251f_142)] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)[,] [added: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_133) [and] [added: 2023, and] May 31, [removed: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)21] [added: 2022] | | | [removed: [55](#i8dbf0fa99ce247278aa0e00c038ec4d0_133)] [added: [57](#i99ed084b8fd548c9b380a386a199251f_142)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three years [removed: ended May] [added: ended](#i99ed084b8fd548c9b380a386a199251f_145) [](#i99ed084b8fd548c9b380a386a199251f_145)May] 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)[,] [added: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_136) [and] [added: 2023, and] May 31, [removed: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)21] [added: 2022[](#i99ed084b8fd548c9b380a386a199251f_145)] | | | [removed: [56](#i8dbf0fa99ce247278aa0e00c038ec4d0_136)] [added: [58](#i99ed084b8fd548c9b380a386a199251f_145)] | | |

| | | | [Consolidated Balance Sheets [removed: at] [added: at](#i99ed084b8fd548c9b380a386a199251f_148)] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_139)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_139) [and] [added: 2024 and] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_139)2] [added: 2023] | | | [removed: [57](#i8dbf0fa99ce247278aa0e00c038ec4d0_139)] [added: [59](#i99ed084b8fd548c9b380a386a199251f_148)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three years [removed: ended] [added: ended](#i99ed084b8fd548c9b380a386a199251f_151)] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)[,] [added: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_142) [and] [added: 2023, and] May 31, [removed: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)21] [added: 2022] | | | [removed: [58](#i8dbf0fa99ce247278aa0e00c038ec4d0_142)] [added: [60](#i99ed084b8fd548c9b380a386a199251f_151)] | | |

| | | | [Consolidated Statements of Shareholders' Equity for each of the three years [removed: ended May] [added: ended](#i99ed084b8fd548c9b380a386a199251f_154) [](#i99ed084b8fd548c9b380a386a199251f_154)May] 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)[,] [added: 2024[,](#i99ed084b8fd548c9b380a386a199251f_142)] May 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_145) [and] [added: 2023, and] May 31, [removed: 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)21] [added: 2022] | | | [removed: [59](#i8dbf0fa99ce247278aa0e00c038ec4d0_145)] [added: [61](#i99ed084b8fd548c9b380a386a199251f_154)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i8dbf0fa99ce247278aa0e00c038ec4d0_148)] [added: Statements](#i99ed084b8fd548c9b380a386a199251f_157)] | | | [removed: [60](#i8dbf0fa99ce247278aa0e00c038ec4d0_148)] [added: [62](#i99ed084b8fd548c9b380a386a199251f_157)] | | |

| | | | [II — Valuation and Qualifying Accounts for the years [removed: ended May] [added: ended](#i99ed084b8fd548c9b380a386a199251f_256) [](#i99ed084b8fd548c9b380a386a199251f_256)May] 31, [removed: 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)[3](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)[, 202](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)[2](#i8dbf0fa99ce247278aa0e00c038ec4d0_253) [and 20](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)21] [added: 2024, 2023 and 2022] | | | [removed: [96](#i8dbf0fa99ce247278aa0e00c038ec4d0_253)] [added: [97](#i99ed084b8fd548c9b380a386a199251f_256)] | | |

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

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

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

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

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

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

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

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

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

| 10.1 | | | [Form of [removed: Non-Statutory] [added: Restricted] Stock [removed: Option] Agreement for [removed: options granted to] non-employee directors under [removed: the 1990 Stock] [added: the](https://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit104.htm) [Stock] Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2010).*](http://www.sec.gov/Archives/edgar/data/320187/000119312510161874/dex102.htm)] [added: 2014).*](https://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit104.htm)] | | | | | |

| [removed: 10.2] [added: 10.7] | | | [Form of Restricted Stock [added: Unit] Agreement [removed: for non-employee directors] under the [removed: 1990] Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.2] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: May 31, 2014).*](http://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit104.htm) | | |] [added: February 28, 2018).*](https://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit102.htm)] | | |

| [removed: 10.3] [added: 10.2] | | | [Form of Non-Statutory Stock Option Agreement for options granted to executives under the Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, [removed: 2018).*](http://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit101.htm)] [added: 2018).*](https://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit101.htm)] | | | | | |

| [removed: 10.4] [added: 10.3] | | | [Form of Indemnity Agreement entered into between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2008).*](http://www.sec.gov/Archives/edgar/data/320187/000119312508159004/dex102.htm)] [added: 2008).*](https://www.sec.gov/Archives/edgar/data/320187/000119312508159004/dex102.htm)] | | | [added: | | |]

| 10.5 | | | [NIKE, Inc. [removed: 1990] [added: Foreign Subsidiary Employee] Stock [removed: Incentive] [added: Purchase] Plan (incorporated by reference to Exhibit [removed: 10.7 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)[2](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm) [to] the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the fiscal [removed: year] [added: quarter] ended [removed: May 31, 2014).*](http://www.sec.gov/Archives/edgar/data/320187/000032018714000097/nke-5312014xexhibit107.htm)] [added: November 30, 20](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)[23](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)[).*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit102.htm)] | | |

| [removed: 10.6] [added: 10.4] | | | [NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective April 1, 2013) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2013).*](http://www.sec.gov/Archives/edgar/data/320187/000032018713000092/nke-5312013xexhibit109.htm)] [added: 2013).*](https://www.sec.gov/Archives/edgar/data/320187/000032018713000092/nke-5312013xexhibit109.htm)] | | | [added: | | |]

| [removed: 10.9] [added: 10.23] | | | [NIKE, Inc. [removed: Foreign Subsidiary] Employee Stock Purchase [removed: Plan] [added: Plan, as amended] (incorporated by reference [removed: to Exhibit] [added: to](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm) [Exhibit] 10.1 to the [removed: Company's Quarterly] [added: Company's](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm) [Quarterly] Report on Form 10-Q for the fiscal quarter ended November 30, [removed: 2008).*](http://www.sec.gov/Archives/edgar/data/320187/000032018709000006/exhibit101.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm)[).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit101.htm)*] | | |

| [removed: 10.10] [added: 10.6] | | | [Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Mark G. Parker dated July 24, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 24, [removed: 2008).*](http://www.sec.gov/Archives/edgar/data/320187/000032018708000087/exhibit101.txt)] [added: 2008).*](https://www.sec.gov/Archives/edgar/data/320187/000032018708000087/exhibit101.txt)] | | |

| [removed: 10.11] [added: 10.19] | | | [Form of Restricted Stock Unit Agreement under the [added: NIKE, Inc.] Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the Company's [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the fiscal quarter ended February 28, 2018).*](http://www.sec.gov/Archives/edgar/data/320187/000032018718000041/nke-02282018xexhibit102.htm)] [added: 8-K filed June 19, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhbit104.htm)] | | |

| [removed: 10.12] [added: 10.8] | | | [Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and its executive officers (other than Mark G. Parker and John J. Donahoe II) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 18, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000008/nkeexhibit101.htm)] | | |

| [removed: 10.13] [added: 10.9] | | | [removed: [Policy for Recoupment of] [added: [NIKE, Inc. Stock] Incentive [removed: Compensation] [added: Plan] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company's Current Report on Form 8-K filed [removed: July 20, 2010).*](http://www.sec.gov/Archives/edgar/data/320187/000032018710000091/exhibit103.htm)] [added: September 23, 2015).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] | | |

| [removed: 10.14] [added: 10.20] | | | [NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Company's Current Report on Form 8-K filed September [removed: 23, 2015).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] [added: 18, 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000054/nikeincstockincentivep.htm)] | | |

| [removed: 10.15] [added: 10.10] | | | [Form of Discretionary Performance Award Agreement (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2018).*](http://www.sec.gov/Archives/edgar/data/320187/000032018718000142/nke-5312018xexhibit1022.htm)] [added: 2018).*](https://www.sec.gov/Archives/edgar/data/320187/000032018718000142/nke-5312018xexhibit1022.htm)] | | |

| [removed: 10.16] [added: 10.11] | | | [NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Company's definitive Proxy Statement filed July 25, [removed: 2017).*](http://www.sec.gov/Archives/edgar/data/320187/000032018717000127/nke-2017xdef14a.htm)] [added: 2017).*](https://www.sec.gov/Archives/edgar/data/320187/000032018717000127/nke-2017xdef14a.htm)] | | |

| [removed: 10.17] [added: 10.12] | | | [Offer Letter between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 22, [removed: 2019).*](http://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex101.htm)] [added: 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex101.htm)] | | |

| [removed: 10.18] [added: 10.13] | | | [Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed October 22, [removed: 2019).*](http://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex103.htm)] [added: 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex103.htm)] | | |

| [removed: 10.19] [added: 10.14] | | | [Form of Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed October 22, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex102.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex102.htm)] | | |

| [removed: 10.20] [added: 10.15] | | | [Letter Agreement between NIKE, Inc. and Mark G. Parker (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed October 22, [removed: 2019).*](http://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex106.htm)] [added: 2019).*](https://www.sec.gov/Archives/edgar/data/320187/000032018719000075/nkeex106.htm)] | | |

| [removed: 10.21] [added: 10.16] | | | [NIKE, Inc. Executive Performance Sharing Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed June 19, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit101.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit101.htm)] | | |

| [removed: 10.22] [added: 10.17] | | | [NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed June 19, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit102.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit102.htm)] | | |

| [removed: 10.23] [added: 10.18] | | | [Form of Non-Statutory Stock Option Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed June 19, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit103.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhibit103.htm)] | | |

| [removed: 10.24] [added: 10.21] | | | [removed: [Form of] [added: [NIKE, Inc. Performance-Based] Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the Company's Current Report on Form 8-K filed [added: on] June [removed: 19, 2020).*](http://www.sec.gov/Archives/edgar/data/320187/000032018720000029/nkeexhbit104.htm)] [added: 17, 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm).*] | | |

| [removed: 10.25] [added: 10.24] | | | [removed: [NIKE, Inc. Stock Incentive Plan] [added: [Cre](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[dit Agreement, dated as of March](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm) [8](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[, 202](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[4](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein] (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed [removed: September 18, 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)] [added: March 1](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[1](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[, 202](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[4](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)[).](https://www.sec.gov/Archives/edgar/data/320187/000032018724000009/nike-364xdaycreditagreemen.htm)] | | |

2024 FORM 10-K 94

| 10.25 | | | [Separation and Release Agreement between NIKE, Inc. and Andrew Campion dated January 3, 2024](https://www.sec.gov/Archives/edgar/data/320187/000032018724000004/nke-113023xexhibit103.htm) (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2023).* | | |

| 10.26 | | | [F](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm)[orm of](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm) [Stock](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm) [Option Agreement under the](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm) [NIKE, Inc.](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm) [Stock In](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm)[centive Plan](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm)[.*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1026.htm) | | |

| 10.27 | | | [F](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[orm of Restricted Stock Unit A](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[greement un](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[der the NIKE, Inc. Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm)[.*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1027.htm) | | |

| 10.28 | | | [F](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[o](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[rm of Performance-Based](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm) [R](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[estricted](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm) [](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[Stock](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm) [Unit](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm) [Agreement under the NIKE](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[, I](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm)[nc. Stock Incentive Plan.*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit1028.htm) | | |

| 19.1 | | | [NIKE, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit191.htm). | | |

| 19.2 | | | [NIKE, Inc. Blackout and Pre-clearance Policy](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit192.htm). | | |

| 97 | | | [NIKE, Inc](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit97.htm)[. Policy for Recoupment o](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit97.htm)[f Incen](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit97.htm)[tive Compensation.*](https://www.sec.gov/Archives/edgar/data/320187/000032018724000044/nke-53124xexhibit97.htm) | | |

2024 FORM 10-K 95

2024 FORM 10-K 96

| For the fiscal year ended May 31, 2024 | | | 549 | | | 3,583 | | | (8) | | | (3,325) | | | 799 | | |

2024 FORM 10-K 97

2023 FORM 10-K 93

| 10.7 | | | [NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective June 1, 2004) (applicable to amounts deferred before January 1, 2005) (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2004).*](http://www.sec.gov/Archives/edgar/data/320187/000119312504128270/dex106.htm) | | |

| 10.8 | | | [Amendment No. 1 effective January 1, 2008 to the NIKE, Inc. Deferred Compensation Plan (June 1, 2004 Restatement) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2009).*](http://www.sec.gov/Archives/edgar/data/320187/000119312509155951/dex109.htm) | | |

| 10.26 | | | [NIKE, Inc. Performance-Based Restricted Stock Unit 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, 2021)](https://www.sec.gov/Archives/edgar/data/320187/000032018721000020/exhibit101-agreement.htm).* | | |

| 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) | | |

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

2023 FORM 10-K 94

2023 FORM 10-K 95

| For the fiscal year ended May 31, 2022 | | | 595 | | | 2,573 | | | (31) | | | (2,612) | | | 525 | | |

2023 FORM 10-K 96

We hereby consent to the incorporation by reference in the Registration Statements on Form 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, 333-208900, [removed: 333-215439] [added: 333-215439, 333-266269] and [removed: 333-266269)] [added: 333-273358)] of NIKE, Inc. of our report dated July [removed: 20, 2023] [added: 25, 2024] 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: 20, 2023] [added: 25, 2024] | | |

| /s/ JOHN J. DONAHOE II John J. Donahoe II | | | *President and Chief Executive Officer* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ MATTHEW FRIEND Matthew Friend | | | *Executive Vice President and Chief Financial Officer* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ JOHANNA NIELSEN Johanna Nielsen | | | *Vice President and Corporate Controller* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ MARK G. PARKER Mark G. Parker | | | *Director, Chairman of the Board* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ CATHLEEN A. BENKO Cathleen A. Benko | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ TIMOTHY D. COOK Timothy D. Cook | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ THASUNDA B. DUCKETT Thasunda B. Duckett | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ MÓNICA GIL Mónica Gil | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ ALAN B. GRAF, JR. Alan B. Graf, Jr. | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ MARIA HENRY Maria Henry | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ PETER B. HENRY Peter B. Henry | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ TRAVIS A. KNIGHT Travis A. Knight | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ MICHELLE A. PELUSO Michelle A. Peluso | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ JOHN W. ROGERS, JR. John W. Rogers, Jr. | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |

| /s/ ROBERT SWAN Robert Swan | | | *Director* | | | July [removed: 20, 2023] [added: 25, 2024] | | |