TO OUR SHAREHOLDERS,

This year, Nike celebrates our 50th anniversary. It’s been a moment to honor our past and look with
excitement to our future. It also serves as a reminder that for 50 years now, Nike has been a growth
company. For five decades, we have innovated for athletes, redefining sport for generation after generation.

That focus continued in FY22, driving strong financial results amidst a truly dynamic operating environment.
Our talented and resilient team united and delivered, steadfastly serving the athlete* with creativity and
resilience. Fueled by our unique competitive advantages, our strong FY22 results offer definitive proof that
our strategy is working.

Our financial performance for the fiscal year was led by strong double-digit growth in our owned digital
business. Nike-owned digital continues to increase market share, even as physical retail returns. These
results are driven by our core belief in having a direct connection with the consumer, either through Nike-
owned retail or one of our wholesale partners. It’s clear that the power we have across the marketplace –
without sacrificing either digital or physical – continues to fuel our momentum with consumers.

Another key competitive advantage for us is the strength of our global portfolio, with Nike, Jordan and
Converse three of the most connected brands across diverse markets worldwide. Our strong brands and
our rich authenticity in sport continue to create even deeper and more direct consumer relationships, driving
differentiation for us all over the globe.

And as we look ahead, the structural changes we see give us confidence in our strategy and growth outlook.
These tailwinds – including the societal movement toward health & wellness and the fundamental shift in
consumer behavior toward digital – represent a consumer-led transformation that continues to create
energy for us.

All this momentum is fueled by Nike’s remarkable underlying strengths. Ultimately, we drive lifelong
relationships with consumers thanks to:
• a culture of innovation,
• a true digital advantage, and
• a brand that inspires as we remain the champion for athletes and sport.

As always, at Nike, everything starts with innovation. In FY22, our leadership in performance innovation
could be felt across our consumer construct of Men’s, Women’s and Kids. For instance, we’re fueling
apparel growth for Women’s, led by our yoga business that features multiple industry-leading innovations
including Dri-FIT and Infinalon. And in Kids, the popular Dynamo Go uses FlyEase to help our youngest
athletes quickly get their shoes on and off. We also continue to drive our sustainability innovation agenda as
we strategically grow Space Hippie to global scale through deliberate franchise and innovation management.
Today, there are more than 40 styles using Space Hippie innovations across four sports, three brands and
our full consumer construct.

Our work to innovate the future can also be felt across the marketplace. We continue to bring to life our
vision of giving consumers personalized digital experiences regardless of channel. We know consumers
expect us to know them online or offline – and across the full array of monobrand stores, Nike Digital and our
wholesale partners. In FY22, we were laser-focused on building a better shopping experience through online-
to-offline services that drive growth. Today, 100% of our North America stores offer at least one element of

FISCAL YEAR 2022

O2O. In addition to our owned physical retail, we continue to innovate and co-design partner experiences
and business models to better know and serve consumers. We started this journey through connected
inventory, and increasingly we’re serving our consumers as Nike members even when shopping through our
retail partners. This is an exciting step on our journey within our marketplace strategy because it continues to
prove how powerful it is when brands and retailers work together.

Finally, our mission of inspiration for athletes everywhere connects all that we do. The values we share
with consumers are a major reason why they continuously seek relationships with our brand, and why Nike
is again the #1 favorite brand in all 12 of our key cities. We maintain these deep connections thanks to the
investments we make. This past year, we furthered our 25-year commitment to the WNBA by becoming
an equity investor in the league, as we work together to bring more girls into basketball at the local level.
FY22 also saw the debut collection of the Serena Williams Design Crew, our apprenticeship program that
advances diversity in design. And we began the next chapter of our relationship with Kobe Bryant and his
family with a launch with deep global resonance across all four of our geographies. As our values continue
to move us forward, we stay close with our consumers as we write the future together.

As we look to FY23 and beyond, Nike will stay on the offense. We’re excited by what we see as we look at
the vast growth opportunities ahead of us. We have the right team and the right strategy in place, all fueled
by a culture of innovation and creativity that will extend our leadership position for many years to come. The
possibilities are endless, and I can’t wait for what’s next.

Respectfully,

John

JOHN DONAHOE
President and Chief Executive Officer
NIKE, Inc.

FISCAL YEAR 2022

 NIKE, Inc. Revenue Performance NIKE, Inc. Earnings Per Share
Fiscal Years 2018-2022 Performance
Revenue in millions Fiscal Years 2018-2022

$39,117 $44,538 $46,710

$36,397 $37,403^
$3.56 $3.75

$2.49

$1.17 Ɨ $1.60^

2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

NIKE, Inc. Return on NIKE, Inc. Stock

Invested Capital* Performance vs. S&P 500*
Fiscal Years 2018-2022 Fiscal Years 2018-2022

48.8% 46.5% +136.0%

35.6%
+ 87.4%
21.5%^
17.6%Ɨ

2018 2019 2020 2021 2022 S&P 500 NKE

* ROIC is considered a non-GAAP financial measure and should not be considered in isolation * Performance of the S&P 500 and NIKE stock is calculated by comparing the total returns of
or as a substitute for other financial measures calculated and presented in accordance with U.S. each assuming the reinvestment of dividends over the time period of 5/31/2017 to 5/31/2022.
GAAP and may not be comparable to similarly titled non-GAAP measures used by other compa-
nies. In Fiscal 2020, the Company updated the way in which it calculates ROIC; fiscal years prior
to 2019 are calculated and presented under the historical method. ROIC is included in the quarter-
ly earnings section of our investor relations website, http://investors.nike.com. Please refer to this
site for more detail on this calculation.

^ Fiscal 2020 reflects the material adverse impacts to NIKE, Inc.’s business from COVID-19. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the
Company’s FY20 Annual Report on Form 10-K for additional information on the impacts of COVID-19 to the Company’s results.

Ɨ Fiscal 2018 reflects the impacts of the U.S. Tax Cuts and Jobs Act. Refer to Note 9 - Income Taxes in the Company’s FY20 Annual Reporting on Form 10-K for additional information on the impact of the U.S. Tax
Cuts and Jobs Act.

FISCAL YEAR 2022

2022
NOTICE OF
ANNUAL
MEETING
MESSAGE FROM OUR
EXECUTIVE CHAIRMAN
To Our Shareholders:
"...the Board
Fiscal 2022 was a pivotal year at NIKE. The Board of Directors oversaw significant
transformations in support of the Consumer Direct Acceleration strategy, which NIKE executed celebrated NIKE's
50th anniversary by
in a dynamic operating environment. Through COVID-related disruptions, geopolitical tensions,
and more, NIKE continued to deliver strong results and champion athletes and sport. And as
many employees returned to the workplace, the Board celebrated NIKE's 50th anniversary by
honoring the Company's past and overseeing its growth for the future.
honoring the
The Board brought that same spirit of growth to corporate governance. We know that strong
governance helps create long-term value for NIKE's shareholders—enabling responsible,
Company's past and
overseeing its growth
sustainable growth, even in complex conditions. During fiscal 2022, the Board holistically
assessed and enhanced our governance documents, including our Corporate Governance
Guidelines and committee charters. We also continued to evolve as a Board, aligning
committee rosters and refreshing our membership as we continue maintaining an appropriate
balance of tenure, experience, and perspectives. for the future."
As we look ahead to our Annual Meeting of Shareholders, we are pleased to share our proxy
statement with you. We continue to further enhance our disclosures in pursuit of transparency,
clarity, and readability and in response to shareholder feedback. Changes this year include
increased detail on director diversity, a new section highlighting Board oversight of ESG, and
the addition of the Fiscal 2022 Annual Direct Compensation Table. This addition, which can be
found in the Compensation Discussion and Analysis section, clarifies how we view executive
compensation in light of our evolved long-term incentive compensation program.

We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be
held virtually on Friday, September 9, 2022, at 10:00 A.M. Pacific Time. Whether or not you
plan to attend, the prompt execution and return of your proxy card will both assure that your
shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you
for your continued support.

Sincerely,

MARK G. PARKER, EXECUTIVE CHAIRMAN

July 21, 2022

1 NIKE, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO THE SHAREHOLDERS OF NIKE, INC.
You are cordially invited to the Annual Meeting of Shareholders of NIKE, Inc., an Oregon corporation:

DATE AND TIME: LOCATION:

Friday, September 9, 2022, This year's meeting will be a virtual Annual Meeting at
at 10:00 A.M. Pacific Time www.virtualshareholdermeeting.com/NKE2022

ITEMS OF BUSINESS:
PROPOSAL PAGE REFERENCE
1 To elect the 10 directors named in the accompanying proxy statement for the ensuing year. Page 7

Class A Class B
Will elect seven directors. Will elect three directors.

Holders of Class A Stock and holders of Class B Stock will vote together as one class on all other proposals.
2 To approve executive compensation by an advisory vote. Page 27
3 To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public Page 52
accounting firm.
4 To approve the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase the number of Page 54
authorized shares.
5 To consider a shareholder proposal regarding a policy on China sourcing, as described in the Page 58
accompanying proxy statement, if properly presented at the meeting.
6 To transact such other business as may properly come before the meeting.

Due to the public health impact of the COVID pandemic and to support the well-being of our employees and shareholders, we
have decided to hold this year's Annual Meeting in a virtual format only. Shareholders of record at the close of business on July 8,
2022, the record date fixed by the Board of Directors, may attend the Annual Meeting, vote, and submit questions in advance of
and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit
www.virtualshareholdermeeting.com/NKE2022 and enter the 16-digit control number included in your Notice Regarding the
Availability of Proxy Materials, voting instructions form, or proxy card. Questions may be submitted in advance of the Annual
Meeting by visiting www.proxyvote.com and entering your 16-digit control number.

By Order of the Board of Directors,

Mary I. Hunter
Vice President, Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on
September 9, 2022. The proxy statement and NIKE, Inc.'s 2022 Annual Report to Shareholders are available online at
www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.

2022 PROXY STATEMENT 2

TABLE OF CONTENTS
PAGE

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 2

Proxy Statement 5
Virtual Meeting 5
Voting Securities and Vote Required 5

CORPORATE GOVERNANCE 7
PROPOSAL 1 Election of Directors 7
NIKE, Inc. Board of Directors 8
Individual Board Skills Matrix 19
Board Structure and Responsibilities 21
Director Compensation for Fiscal 2022 25

COMPENSATION DISCUSSION AND ANALYSIS 27

PROPOSAL 2 Shareholder Advisory Vote to Approve Executive Compensation 27
Introduction 28
Executive Summary 28
Compensation of Our Named Executive Officers 32
Our Compensation Process 39
Other Compensation Practices 40
Compensation Committee Report 41

EXECUTIVE COMPENSATION TABLES 42

Summary Compensation Table 42
Grant of Plan-Based Awards in Fiscal 2022 43
Outstanding Equity Awards at May 31, 2022 44
Option Exercises and Stock Vested During Fiscal 2022 46
Equity Compensation Plan Information 46
Non-Qualified Deferred Compensation in Fiscal 2022 47
Potential Payments Upon Termination or Change-In-Control 48
CEO Pay Ratio 50

AUDIT MATTERS 52
PROPOSAL 3 Ratification of Appointment of Independent Registered Public Accounting Firm 52
Report of the Audit & Finance Committee 53

EMPLOYEE STOCK PURCHASE PLAN 54

PROPOSAL 4 Approval of Amendment of NIKE, Inc. Employee Stock Purchase Plan to Increase Authorized Shares 54
Summary of the Employee Stock Purchase Plan 54

SHAREHOLDER PROPOSAL 58
PROPOSAL 5 To Consider a Shareholder Proposal Regarding a Policy on China Sourcing 58

3 NIKE, INC.
STOCK OWNERSHIP INFORMATION 61
Stock Holdings of Certain Owners and Management 61
Transactions with Related Persons 63

OTHER MATTERS 63
Shareholder Proposals 63

EXHIBIT A - NIKE, INC. EMPLOYEE STOCK PURCHASE PLAN 64

2022 PROXY STATEMENT 4

PROXY STATEMENT
We are furnishing proxy materials to our shareholders primarily via the Internet, by mailing a Notice Regarding the Availability of
Proxy Materials, or "Notice", instead of mailing printed copies of those materials to each shareholder. The Notice directs
shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and
view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please
follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will
continue to receive access to these materials electronically unless you elect otherwise.

The enclosed proxy is solicited by the Board of Directors (the "Board") of NIKE, Inc. ("NIKE" or the "Company") for use at the
annual meeting of shareholders to be held on September 9, 2022, and at any adjournment thereof (the "Annual Meeting"). Our
principal executive offices are located at One Bowerman Drive, Beaverton, Oregon 97005-6453. This proxy statement is first
being made available to shareholders on or about July 28, 2022. Shareholders may submit a proxy to vote at the Annual Meeting
by following the instructions on the Notice, online or by telephone, or (if they have received paper copies of the proxy materials)
by returning a proxy card.

The Company will bear the cost of soliciting proxies. In addition to soliciting proxies by mail, certain officers and employees of the
Company, without extra compensation, may also solicit proxies personally or by telephone. Copies of proxy solicitation materials
will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of shares held in their
names. We may retain Georgeson, Inc. to solicit proxies at a cost we anticipate will not exceed $17,500.

Shares that are properly voted online or by telephone or for which proxy cards are properly executed and received by the
Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no
instructions are given, shares will be voted "FOR" the election of each of the named nominees for director (Proposal 1), "FOR"
the proposal regarding an advisory vote to approve executive compensation (Proposal 2), "FOR" the ratification of the
appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 3), "FOR" the
approval of the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase the authorized shares (Proposal 4), and
"AGAINST" the shareholder proposal regarding a policy on China sourcing (Proposal 5).

A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to
vote at the meeting or by delivering to the Corporate Secretary of NIKE, Inc. either an instrument of revocation or an executed
proxy bearing a later date.

VIRTUAL MEETING
Due to the public health impact of the COVID pandemic and to support the well-being of our employees and shareholders, we
have decided to hold this year's Annual Meeting in a virtual meeting format only. Shareholders of record at the close of business
on July 8, 2022 may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote
at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2022 and enter the 16-digit
control number included in your Notice, voting instructions form, or proxy card. Online access to the webcast will open
approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio
system. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 P.M. Eastern Time on
September 8, 2022 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card.

VOTING SECURITIES AND VOTE REQUIRED

Holders of record of NIKE's Class A Common Stock ("Class A Stock") and holders of record of NIKE's Class B Common Stock
("Class B Stock" and together with the Class A Stock, the "Common Stock") at the close of business on July 8, 2022 will be
entitled to vote at the Annual Meeting. On that date, 304,903,252 shares of Class A Stock and 1,263,652,653 shares of Class B
Stock were issued and outstanding. Neither class of Common Stock has cumulative voting rights.

Each share of Class A Stock and each share of Class B Stock is entitled to one vote. The holders of our Common Stock will vote
together on all matters at the Annual Meeting except for the election of directors, for which the holders of Class A Stock and
holders of Class B Stock will vote separately. Holders of Class B Stock are currently entitled to elect 25 percent of the Board,
rounded up to the next whole number, and holders of Class A Stock are currently entitled to elect the remaining directors. Under
this formula, holders of Class B Stock will elect three directors at the Annual Meeting and holders of Class A Stock will elect
seven directors.

For Proposal 1, the election of directors, a majority of the votes entitled to be cast by each of the Class A Stock and Class B
Stock separately constitutes a quorum of Class A Stock and Class B Stock, respectively. Under Oregon law and our Bylaws, if a
quorum of each class of Common Stock is present at the meeting, the three director nominees who receive the greatest number
of votes cast by holders of Class B Stock and the seven director nominees who receive the greatest number of votes cast by

5 NIKE, INC.
holders of Class A Stock will be elected directors. For Proposals 2, 3, 4, and 5, a majority of the votes entitled to be cast by both
of the Class A Stock and Class B Stock together constitutes a quorum. If a quorum is present at the meeting, Proposals 2, 3, 4,
and 5 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists. Abstentions and broker non-
votes are not included as votes cast and will not affect the outcome of any of the proposals. Broker non-votes occur when a
person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those
shares and the broker does not then vote those shares on the shareholder's behalf.

2022 PROXY STATEMENT 6

CORPORATE GOVERNANCE
PROPOSAL 1

ELECTION OF DIRECTORS

A Board of 10 directors will be elected at the Annual Meeting. Directors will hold office until the next annual meeting of
shareholders or until their successors are elected and qualified. All of the nominees were elected at the 2021 annual meeting
of shareholders.

Mr. Alan B. Graf, Jr., Dr. Peter B. Henry, and Ms. Michelle A. Peluso are nominated by the Board for election by the holders of
Class B Stock. The other seven nominees are nominated by the Board for election by the holders of Class A Stock.

Under Oregon law and our Bylaws, if a quorum of each class of shareholders is present at the Annual Meeting, the seven
director nominees who receive the greatest number of votes cast by holders of Class A Stock and the three director nominees
who receive the greatest number of votes cast by holders of Class B Stock will be elected directors. Abstentions and broker
non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they
receive for the nominees listed below. If any nominee becomes unable to serve, the holders of the proxies may, in their
discretion, vote the shares for a substitute nominee or nominees designated by the Board.

The Bylaws and the Corporate Governance Guidelines of the Company provide that any nominee for director in an
uncontested election who receives a greater number of votes "withheld" from his or her election than votes "for" such election
shall tender his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee.
The committee will recommend to the Board the action to be taken with respect to the resignation. The Board will publicly
disclose its decision within 90 days after the certification of the election results.

Background information on the nominees as of July 21, 2022, including certain of the attributes that led to their selection,
appears below. The Corporate Responsibility, Sustainability & Governance Committee has determined that each director
meets the qualification standards described below under "Individual Board Skills Matrix—Director Nominations". In addition,
the Board firmly believes that the experience, attributes, and skills of any single director nominee should not be viewed in
isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a
whole, each of which contributes to the function of an effective Board.

BOARD RECOMMENDATION
The Board of Directors recommends that the Class A The Board of Directors recommends that the Class B
Shareholders vote FOR the election of nominees to Shareholders vote FOR the election of nominees to
the Board of Directors the Board of Directors

7 NIKE, INC.
NIKE, INC. BOARD OF DIRECTORS
BOARD OVERVIEW
Our director nominees consist of 10 individuals selected on the basis of numerous criteria, including experience and
achievements, fields of significant knowledge, good character, sound judgment, and diversity. We view the effectiveness of our
Board both through an individual and collective lens and believe that our Board is optimized to support and guide the Company.

DIVERSITY AGE TENURE

3/10 40% 40%
Female 60 and Under
Under 6 years

50% 58 9.1
YEARS
Diverse
Average age Average Tenure
>60 6+ years

3/10
Racially or
ethnically
diverse

BOARD SKILLS, EXPERIENCES, AND QUALIFICATIONS

DIVERSITY 5/10 FINANCIAL EXPERTISE 10/10 CEO EXPERIENCE 7/10

Gender or racial or ethnic diversity that Financial expertise assists our CEO experience brings leadership
adds a range of perspectives and expands Board in overseeing our financial qualifications and skills that help our Board
the Board's understanding of the needs statements, capital structure, and to capably advise, support, and oversee
and viewpoints of consumers, employees, internal controls. our management team, including regarding
and other stakeholders worldwide. our strategy to drive long-term value.

INTERNATIONAL 7/10 DIGITAL/TECHNOLOGY 4/10 RETAIL INDUSTRY 5/10

International exposure yields an Technology experience helps our Retail experience brings a deep
understanding of diverse business Board oversee cybersecurity and understanding of factors affecting our
environments, economic conditions, and advise our management team as industry, operations, business needs, and
cultural perspectives that informs our global we seek to enhance the consumer strategic goals.
business and strategy and enhances experience and further develop our
oversight of our multinational operations. multi-channel strategy.

MEDIA 1/10 ACADEMIA 1/10 HR/TALENT MANAGEMENT 6/10 GOVERNANCE 7/10

Media experience provides the Academia provides HR and talent management Public company board
Board with insight about organizational management experience assists our experience provides insight
connecting with consumers and experience and knowledge Board in overseeing into new and best practices
other stakeholders in a timely of current issues in executive compensation, which informs our
and impactful manner. academia and thought succession planning, and commitment to excellence in
leadership. employee engagement. corporate governance.

CORPORATE GOVERNANCE HIGHLIGHTS

ü 7 out of 10 director nominees are independent
ü Separate Chair, CEO, and Lead Independent Director positions with clearly defined roles
ü "Evergreen" approach to Board refreshment, with 3 new independent directors added in last 4 fiscal years
ü Director nominees selected based on robust qualification standards, including the desire to represent and serve the
interests of all shareholders, and a holistic approach to Board composition
ü Retirement policy generally requires that directors do not stand for election after reaching the age of 72

2022 PROXY STATEMENT 8

NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS
CATHLEEN A. BENKO
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEES PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
64 2018 Audit & Finance; SolarWinds Corporation Nike Air Max and Nike Epic
Compensation Lux Leggings

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY FINANCIAL EXPERTISE DIGITAL/TECHNOLOGY

HR/TALENT MANAGEMENT INTERNATIONAL

Ms. Benko is a former Vice Chairman and Managing Principal of Deloitte LLP ("Deloitte"), an organization that, through its
subsidiaries and network of member firms, provides audit, consulting, tax, and advisory services to clients globally. During her
nearly 30-year career with Deloitte, Ms. Benko held many leadership roles, several concurrent with her appointment as Vice
Chairman and Managing Principal in 2011.

• From 2015 to 2018, Ms. Benko served as Senior Partner working within the firm's "Digital Giants" practice where she was the
senior advisory partner for several digital-native companies.
• From 2010 to 2014, Ms. Benko served as Chief Digital, Brand, and Communications Officer.
• Previous to her role as Chief Digital, Brand, and Communications Officer, Ms. Benko held multiple technology and talent
management roles, including serving as the company's first Vice Chairman and Chief Talent Officer from 2006 to 2010, its
Chief Inclusion Officer from 2008 to 2010, and as Managing Principal, Initiative for the Retention and Advancement of
Women, from 2003 to 2009.
• Ms. Benko led Deloitte's technology sector from 2003 to 2007 and was previously Deloitte's first Global e-Business Leader, a
position she held from 1998 to 2002.

Ms. Benko is a member of the Board of Directors of SolarWinds Corporation. In addition to this public company board service,
she also holds board positions at nonprofits Stanford Institute for Research in the Social Sciences, the International Women's
Forum, American Corporate Partners, and the National Association of Corporate Directors. She is also on the board of
WorkBoard, a privately-held company. Ms. Benko is chair of Harvard Business School/NC's Advisory Council.

9 NIKE, INC.
TIMOTHY D. COOK, LEAD INDEPENDENT DIRECTOR
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
61 2005 Compensation, Chair Apple Inc. Nike Epic React, Nike Tech
Pack Hoodie, and Nike Air
Max 270
SKILLS, EXPERIENCES AND QUALIFICATIONS
FINANCIAL EXPERTISE DIGITAL/TECHNOLOGY HR/TALENT MANAGEMENT

CEO EXPERIENCE RETAIL INDUSTRY GOVERNANCE

INTERNATIONAL

Mr. Cook is the Company's Lead Independent Director and is the Chief Executive Officer of Apple Inc. ("Apple").

• Mr. Cook joined Apple in March 1998 as Senior Vice President of Worldwide Operations and also served as its Executive Vice
President, Worldwide Sales and Operations and Chief Operating Officer.
• Mr. Cook was Vice President, Corporate Materials for Compaq Computer Corporation from 1997 to 1998.
• Previous to his work at Compaq, Mr. Cook served in the positions of Senior Vice President Fulfillment and Chief Operating
Officer of the Reseller Division at Intelligent Electronics from 1994 to 1997.
• Mr. Cook also worked for International Business Machines Corporation from 1983 to 1994, most recently as Director of North
American Fulfillment.

Mr. Cook is a member of the Board of Directors of Apple. In addition to this public company board service, he is also a member of
the Board of Directors of the National Football Foundation and Duke University Board of Trustees.

2022 PROXY STATEMENT 10

JOHN J. DONAHOE II
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
62 2014 Executive PayPal Holdings, Inc. Nike ZoomX Invincible Run

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE DIGITAL/TECHNOLOGY HR/TALENT MANAGEMENT

CEO EXPERIENCE RETAIL INDUSTRY GOVERNANCE

INTERNATIONAL

Mr. Donahoe is President and Chief Executive Officer of NIKE, Inc. and has been a director since 2014.

• From 2017 to 2019, Mr. Donahoe served as President and Chief Executive Officer of ServiceNow, Inc. ("ServiceNow"),
provider of enterprise cloud computing services for global enterprises.
• From 2008 to 2015, Mr. Donahoe served as President and Chief Executive Officer of eBay, Inc. ("eBay"), provider of the
global eBay.com online marketplace and PayPal digital payments platform.
• Mr. Donahoe joined eBay in 2005 as President of eBay Marketplaces, responsible for eBay's global e-Commerce businesses.
• Prior to joining eBay, Mr. Donahoe was the Chief Executive Officer and Worldwide Managing Director of Bain & Company
from 1999 to 2005, and a Managing Director from 1992 to 1999.

Mr. Donahoe is Chairman and a member of the Board of Directors of PayPal Holdings, Inc. In addition to this public company
board service, he also serves on the Board of Trustees for The Bridgespan Group. Mr. Donahoe served on the Board of Directors
of Intel Corporation from March 2009 to May 2017, and ServiceNow from March 2017 to June 2020.

11 NIKE, INC.
THASUNDA B. DUCKETT
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
48 2019 Corporate Responsibility, None Nike Air Force 1
Sustainability & Governance

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY FINANCIAL EXPERTISE CEO EXPERIENCE

RETAIL INDUSTRY HR/TALENT MANAGEMENT

Ms. Duckett is President and Chief Executive Officer of the Teachers Insurance and Annuity Association of America ("TIAA"), a
leading provider of financial services in the academic, research, medical, cultural and governmental fields.

• Prior to joining TIAA, Ms. Duckett was Chief Executive Officer of Chase Consumer Banking at JPMorgan Chase & Co.
("JPMorgan Chase") from 2016 to 2021. Before that appointment, Ms. Duckett was appointed to various management
positions at JPMorgan Chase, including:

• From 2013 to 2016, Ms. Duckett served as the Chief Executive Officer of Chase Auto Finance, and

• From 2004 to 2013, Ms. Duckett held multiple management and consumer lending roles.

• Prior to joining JPMorgan Chase, Ms. Duckett was Director of Emerging Markets at the Federal National Mortgage
Association, or Fannie Mae.

Ms. Duckett is chair of the Otis and Rosie Brown Foundation and serves on the Board of Directors of Brex, National Medal of
Honor Museum, and the Robert F. Kennedy Human Rights. She also serves on the Board of Trustees for Sesame Workshop.

2022 PROXY STATEMENT 12

TRAVIS A. KNIGHT
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
48 2015 Executive None Nike Pegasus

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE CEO EXPERIENCE MEDIA

Mr. Knight is the President and Chief Executive Officer of the animation studio, LAIKA, LLC ("LAIKA"), which specializes in
feature-length films.

• Mr. Knight has been involved in all principal creative and business decisions at LAIKA since its founding in 2003, serving in
successive management positions as Lead Animator, Vice President of Animation, and then as President and Chief Executive
Officer in 2009.
• Mr. Knight was Producer and Director of the feature film Kubo and the Two Strings (2017) which was nominated for an
Academy Award and winner of the BAFTA award for Best Animated Film.
• Mr. Knight has served as Producer and Lead Animator on Academy Award-nominated feature-length films The Boxtrolls
(2014) and ParaNorman (2012), for which he won an Annie Award for Outstanding Achievement in Character Animation, and
Lead Animator for Coraline (2009).
• Prior to his work at LAIKA, Mr. Knight held various animation positions at Will Vinton Studios from 1998 to 2002, and as a
stop-motion animator for television series, commercials, and network promotions. He has been recognized for his work on the
Emmy Award-winning stop-motion animated television series The PJs.

Mr. Knight serves on the Board of Directors of LAIKA. He is the son of NIKE's co-founder, Mr. Philip Knight, who currently serves
as Chairman Emeritus. In addition to his skills and qualifications described above, Mr. Travis Knight was selected to serve on the
Board because he has a significant role in the management of the Class A Stock owned by Swoosh, LLC, strengthening the
alignment of the Board with the interests of NIKE shareholders.

13 NIKE, INC.
MARK G. PARKER, EXECUTIVE CHAIRMAN OF THE BOARD
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
66 2006 Executive, Chair The Walt Disney Company Nike Pegasus, Nike Air Max,
and Nike React Infinity Run

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE INTERNATIONAL HR/TALENT MANAGEMENT

CEO EXPERIENCE RETAIL INDUSTRY GOVERNANCE

Mr. Parker is Executive Chairman of the Board of Directors of the Company. He served as President and Chief Executive Officer
of the Company from 2006 to January 2020.

• Mr. Parker has been employed by NIKE since 1979 with primary responsibilities in product research, design and
development, marketing, and brand management.
• Mr. Parker was appointed:
• President and Chief Executive Officer in 2006,
• President of the NIKE Brand in 2001,
• Vice President of Global Footwear in 1998,
• General Manager in 1993,
• Corporate Vice President in 1989, and
• Divisional Vice President in charge of product development in 1987.

Mr. Parker is a member of the Board of Directors of The Walt Disney Company. In addition to his skills and qualifications
described above, Mr. Parker was selected to serve on the Board because the experience gained while serving as the Company's
Chief Executive Officer makes his position as Executive Chairman of the Board instrumental.

2022 PROXY STATEMENT 14

JOHN W. ROGERS, JR.
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
64 2018 Corporate Responsibility, McDonald's Corporation, The Nike KD and Nike LeBron
Sustainability & Governance New York Times Company, Basketball Shoes
and Ryan Specialty Group
Holdings, Inc.
SKILLS, EXPERIENCES AND QUALIFICATIONS
DIVERSITY CEO EXPERIENCE GOVERNANCE

FINANCIAL EXPERTISE

Mr. Rogers is Chairman, Co-Chief Executive Officer, and Chief Investment Officer of Ariel Investments, LLC, a privately-held
money management firm he founded in 1983, which serves individual and institutional investors through its mutual funds and
separate accounts. Mr. Rogers is a Trustee of Ariel Investment Trust, the investment company consisting of the five mutual funds
his firm manages.

• In 2008, Mr. Rogers was awarded Princeton University's highest honor, the Woodrow Wilson Award, presented each year to
the alumnus whose career embodies a commitment to national service.
• Mr. Rogers served as co-chair for the Presidential Inaugural Committee 2009, and more recently, joined the Barack Obama
Foundation's Board of Directors.

Mr. Rogers is a member of the Board of Directors of McDonald's Corporation, The New York Times Company, and Ryan Specialty
Group Holdings, Inc. In addition to this public company board service, he also serves as trustee of the University of Chicago, a
member of the Board of Directors of the Robert F. Kennedy Human Rights, and the National Association of Basketball Coaches
(NABC) Foundation, Inc., and a life trustee of the Chicago Symphony Orchestra. Mr. Rogers served on the Board of Directors of
Exelon Corporation from October 2000 until April 2019.

BOARD RECOMMENDATION
The Board of Directors recommends that the Class A Shareholders vote FOR the election of the nominees above to
the Board of Directors.

15 NIKE, INC.
NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS
ALAN B. GRAF, JR.
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
68 2002 Audit & Finance, Chair Mid-America Apartment Nike ZoomX Invincible Run
Communities, Inc. and Nike Dri-Fit Apparel

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE INTERNATIONAL GOVERNANCE

Mr. Graf is the former Executive Vice President and Chief Financial Officer of FedEx Corporation ("FedEx"), a position he held
from 1998 until his retirement in December 2020.

• Mr. Graf joined FedEx in 1980 and was Senior Vice President and Chief Financial Officer for FedEx Express, FedEx's
predecessor, from 1991 to 1998.
Mr. Graf is a member of the Board of Directors of Mid-America Apartment Communities, Inc. In addition to this public company
board service, he is also a director of the Indiana University Foundation and a member of the University of Memphis Board of
Trustees. Mr. Graf previously served on the Board of Directors of Kimball International Inc., Storage USA, Inc., and Arkwright
Mutual Insurance Co.

2022 PROXY STATEMENT 16

PETER B. HENRY
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
52 2018 Audit & Finance Citigroup Inc. Nike Epic React

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY INTERNATIONAL GOVERNANCE

FINANCIAL EXPERTISE ACADEMIA

Dr. Henry is Dean Emeritus of New York University's Leonard N. Stern School of Business and the William R. Berkley Professor
of Economics and Finance.

• Dr. Henry assumed the Deanship of the Stern School of Business in January 2010 and served through December 2017.
• Prior to joining Stern, Dr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University
Graduate School of Business.
• In June 2009, President Obama appointed Dr. Henry to the President's Commission on White House Fellowships.
• In 2008, Dr. Henry led Barack Obama's Presidential Transition Team in its review of international lending agencies such as
the IMF and the World Bank.

Dr. Henry is a member of the Board of Directors of Citigroup Inc. In addition to this public company board service, he also serves
on the Board of Directors of the National Bureau of Economic Research and the Economic Club of New York and serves on the
Advisory Board for Protiviti and Biospring Partners. Dr. Henry is a member of the Council of Foreign Relations and the Economic
Advisory Panel of the Federal Reserve Bank of New York. Dr. Henry served on the Board of Directors of General Electric from
July 2016 until April 2018 and Kraft Foods Group, Inc. and its predecessor, Kraft Foods Inc., from May 2011 until July 2015.

17 NIKE, INC.
MICHELLE A. PELUSO
OTHER CURRENT
AGE DIRECTOR SINCE COMMITTEE PUBLIC DIRECTORSHIPS FAVORITE NIKE PRODUCTS
50 2014 Corporate Responsibility, None Air Jordan 1 Low, Nike React
Sustainability & Governance, Infinity Run, Nike Air Force 1,
Chair and Nike Epic Luxe Leggings
SKILLS, EXPERIENCES AND QUALIFICATIONS
DIVERSITY INTERNATIONAL HR/TALENT MANAGEMENT

FINANCIAL EXPERTISE DIGITAL/TECHNOLOGY GOVERNANCE

CEO EXPERIENCE RETAIL INDUSTRY

Ms. Peluso is Executive Vice President and Chief Customer Officer at CVS Health, a diversified health services company, and
has direct oversight for CVS Health's marketing and brand strategy, digital transformation, and the end-to-end consumer
experience.

• Prior to joining CVS Health, Ms. Peluso was Senior Vice President, Digital Sales and Chief Marketing Officer at IBM from
2016 to 2021. She oversaw marketing and brand strategy and execution, digital sales, and the commercial business, globally.
She was also responsible for the company's client experience.
• Prior to her work at IBM, Ms. Peluso served as Chief Executive Officer of online shopping destination Gilt Groupe, Inc. (“Gilt”)
from 2013 until its sale to Hudson's Bay Company in February 2016 and was on Gilt's Board of Directors from 2009 to 2016.
• From 2009 to 2013, Ms. Peluso served as Global Consumer Chief Marketing and Internet Officer of Citigroup Inc.
• From 2002 to 2009, Ms. Peluso held senior management positions at Travelocity.com LP ("Travelocity"), being appointed
Chief Operating Officer in March 2003, and President and Chief Executive Officer in December 2003.
• Prior to joining Travelocity, in 1999 Ms. Peluso founded Site59, an online travel site, serving as its Chief Executive Officer until
its acquisition by Travelocity in 2002.

Ms. Peluso is a member of the Board of Directors at the Ad Council and is on the Executive Council of the Board of Directors of
the Association of National Advertisers. She is also a director of the nonprofit TechnoServe.

BOARD RECOMMENDATION
The Board of Directors recommends that the Class B Shareholders vote FOR the election of the nominees above to
the Board of Directors.

2022 PROXY STATEMENT 18

INDIVIDUAL BOARD SKILLS MATRIX
D D
O U K P P R
B N C H N A E O
E C A K G E I R L G
N O H E R N G K U E
K O O T A R H E S R
EXPERIENCE, EXPERTISE, OR ATTRIBUTES O K E T F Y T R O S

DIVERSITY
Gender or racial or ethnic diversity that adds a
range of perspectives and expands the Board's
understanding of the needs and viewpoints of ü ü ü ü ü
consumers, employees, and other stakeholders
worldwide.
FINANCIAL EXPERTISE
Financial expertise assists our Board in overseeing
our financial statements, capital structure, and ü ü ü ü ü ü ü ü ü ü
internal controls.

CEO EXPERIENCE
CEO experience brings leadership qualifications
and skills that help our Board to capably advise,
support, and oversee our management team, ü ü ü ü ü ü ü
including regarding our strategy to drive long-term
value.

INTERNATIONAL
International exposure yields an understanding of
diverse business environments, economic
conditions, and cultural perspectives that informs ü ü ü ü ü ü ü
our global business and strategy and enhances
oversight of our multinational operations.

DIGITAL/TECHNOLOGY
Technology experience helps our Board oversee
cybersecurity and advise our management team as
we seek to enhance the consumer experience and ü ü ü ü
further develop our multi-channel strategy.

RETAIL INDUSTRY
Retail experience brings a deep understanding of
factors affecting our industry, operations, business ü ü ü ü ü
needs, and strategic goals.

MEDIA
Media experience provides the Board with insight
about connecting with consumers and other ü
stakeholders in a timely and impactful manner.

ACADEMIA
Academia provides organizational management
experience and knowledge of current issues in ü
academia and thought leadership.

HR/TALENT MANAGEMENT
HR and talent management experience assists our
Board in overseeing executive compensation, ü ü ü ü ü ü
succession planning, and employee engagement.

GOVERNANCE
Public company board experience provides insight
into new and best practices which informs our
commitment to excellence in corporate ü ü ü ü ü ü ü
governance.

19 NIKE, INC.
DIRECTOR NOMINATIONS
The Board of Directors takes an "evergreen" approach to Board refreshment, cultivating relationships with top talent on an
ongoing basis. The Corporate Responsibility, Sustainability & Governance Committee identifies potential director candidates
through a variety of means, including recommendations from members of the Corporate Responsibility, Sustainability &
Governance Committee or the Board, suggestions from Company management, and shareholder recommendations. The
committee may, in its discretion, engage director search firms to identify candidates. Shareholders may recommend director
candidates for consideration by the Corporate Responsibility, Sustainability & Governance Committee by submitting a written
recommendation to the committee, c/o Corporate Secretary, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453.
The recommendation should include the candidate's name, age, qualifications (including principal occupation and employment
history), and written consent to be named as a nominee in the Company's proxy statement and to serve as a director, if elected.

The Board of Directors has adopted qualification standards for the selection of non-management nominees for director, which
can be found at our corporate website: http://investors.nike.com. As provided in these standards and the Company's corporate
governance guidelines, nominees for director are selected on the basis of, among other things, distinguished business
experience or other non-business achievements; education; significant knowledge of international business, finance, marketing,
technology, human resources, diversity & inclusion, law, or other fields which are complementary to, and balance the knowledge
of, other Board members; a desire to represent and serve the interests of all shareholders; independence; good character; ethics;
sound judgment; diversity; and ability to devote substantial time to discharge Board responsibilities.

The Corporate Responsibility, Sustainability & Governance Committee identifies qualified potential candidates without regard to
their age, gender, race, national origin, sexual orientation, or religion. While the Board has no policy regarding Board member
diversity, the Corporate Responsibility, Sustainability & Governance Committee considers and discusses diversity in selecting
nominees for director and in the re-nomination of an incumbent director. The committee views diversity broadly to include, among
other things, differences in backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and
expertise (including financial, accounting, compliance, corporate social responsibility, public policy, cybersecurity, or other
expertise relevant to service on the Board), professional and industry experience, and personal characteristics (including gender,
ethnicity/race, and sexual orientation). The Board believes that a variety and balance of perspectives on the Board results in
more thoughtful and robust deliberations, and ultimately, better decisions.

In considering the re-nomination of an incumbent director, the Corporate Responsibility, Sustainability & Governance Committee
reviews the director's overall service to the Company during his or her term, including the number of meetings attended, level of
participation, and quality of performance, as well as any special skills, experience, or diversity that such director brings to the
Board. All potential new director candidates, whether recommended by shareholders or identified by other means, are initially
screened by the Chair of the Corporate Responsibility, Sustainability & Governance Committee, who may seek additional
information about the background and qualifications of the candidate, and who may determine that a candidate does not have
qualifications that merit further consideration by the full committee. With respect to new director candidates who pass the initial
screening, the Corporate Responsibility, Sustainability & Governance Committee meets to discuss and consider each candidate's
qualifications and potential contributions to the Board, and determines by majority vote whether to recommend such candidate to
the Board. The final decision to either appoint a candidate to fill a vacancy between annual meetings or include a candidate on
the slate of nominees proposed at an annual meeting is made by the Board. Ms. Comstock, who has served on the Board since
2011, has announced that she will not stand for re-election to the Board at the Annual Meeting.

It is the general policy of the Board that directors will not stand for re-election after reaching the age of 72.

DIRECTOR INDEPENDENCE
Pursuant to New York Stock Exchange ("NYSE") listing rules, in order for a director to qualify as "independent", the Board of
Directors must affirmatively determine that the director has no material relationship with the Company that would impair the
director's independence. The Board affirmatively determined that commercial or charitable relationships below the following
thresholds will not be considered material relationships that impair a director's independence: (1) if a NIKE director or immediate
family member is an executive officer of another company that does business with NIKE and the annual sales to, or purchases
from, NIKE are less than one percent of the annual revenues of the other company; and (2) if a NIKE director or immediate family
member serves as an officer, director, or trustee of a charitable organization, and NIKE's contributions to the organization are less
than one percent of that organization's total annual charitable receipts. After applying this categorical standard and the applicable
NYSE independence standards, the Board has determined that the following directors who served during fiscal 2022—Cathleen
A. Benko, Elizabeth J. Comstock, John G. Connors, Timothy D. Cook, Thasunda B. Duckett, Alan B. Graf, Jr., Peter B. Henry,
Michelle A. Peluso, and John W. Rogers, Jr.—have no material relationship with the Company and, therefore, are independent.
Messrs. John J. Donahoe II, Travis A. Knight, and Mark G. Parker were not independent pursuant to NYSE rules. Messrs.
Donahoe and Parker were not independent pursuant to NYSE rules because they were employed by the Company during fiscal
2022. Mr. Knight was not independent pursuant to NYSE rules because he is the son of NIKE's co-founder and former Chairman

2022 PROXY STATEMENT 20

of the Board, Mr. Philip Knight, who received compensation in excess of the threshold set forth in applicable NYSE rules for his
position as Chairman Emeritus. The compensation paid to Mr. Philip Knight is described in the section below titled "Stock
Ownership Information—Transactions with Related Persons".

BOARD STRUCTURE AND RESPONSIBILITIES

The Board is currently composed of eight independent directors and three directors who are not independent under the NYSE
listing rules. Ms. Comstock, who is independent, will not stand for re-election to the Board at the Annual Meeting. During fiscal
2022, there were six meetings of the Board and all of our directors attended at least 75 percent of the total number of meetings of
the Board and committees on which he or she served. The Company encourages all directors to attend each annual meeting of
shareholders, and 11 of the 12 directors then standing for election attended the 2021 annual meeting.

BOARD LEADERSHIP STRUCTURE

NIKE's governing documents provide the Board with flexibility to select the appropriate leadership structure of the Company. In
determining the leadership structure, the Board considers many factors, including the specific needs of the business, fulfilling the
duties of the Board, and the best interests of the Company's shareholders. Effective January 2020, the Company separated the
position of Chair of the Board from the position of President and CEO, although this is not a permanent policy of the Board. The
Executive Chairman, Mr. Mark G. Parker, presides over meetings of the Board of Directors and shareholders. The President and
CEO, Mr. John J. Donahoe II, is in charge of the general supervision, direction, and control of the business and affairs of the
Company, subject to the overall direction and supervision of the Board and its committees.

Given the particular experience and tenure of Messrs. Parker and Donahoe, the Board believes this leadership structure is
appropriate for the Company because it separates the leadership of the Board from the duties of day-to-day leadership of the
Company. This structure permits Mr. Donahoe to primarily focus his time and attention on the business, while Mr. Parker directs
his attention to the broad strategic issues considered by the Board of Directors. This structure works particularly well given the
talent, experience and professional relationship of Messrs. Donahoe and Parker established during Mr. Donahoe's service on the
Board beginning in 2014.

In 2016, the Corporate Responsibility, Sustainability & Governance Committee established the position of lead independent
director to ensure strong independent leadership of the Board. The position of Lead Independent Director is entrusted to execute
the following functions:
• serve as a liaison between the Chair and the independent directors;
• approve the meeting agendas for the Board;
• advise the Chair regarding the sufficiency, quality, quantity, and timeliness of information provided to the Board;
• ensure that meeting schedules permit sufficient time for discussion of all agenda items;
• provide consultation and direct communication with major shareholders, if requested;
• preside at meetings of the Board at which the Chair is not present, including executive sessions; and
• perform other duties specified in the Lead Independent Director Charter.
In June 2022, the Board re-appointed Mr. Tim Cook to serve as Lead Independent Director for a term of three years. Mr. Cook
continues to serve as Lead Independent Director of the Company working in collaboration with Messrs. Parker and Donahoe.

The chairs of Board committees also play an active role in the leadership structure of the Board. The Corporate Responsibility,
Sustainability & Governance Committee and the Board endeavor to select independent committee chairs who will provide strong
leadership to guide the important work of the Board committees. Committee chairs work with the Company's senior executives to
ensure the committees are discussing the key strategic risks and opportunities of the Company. In the absence of the Lead
Independent Director, a presiding director is appointed to chair executive sessions of non-management directors (consisting of all
directors other than Messrs. Parker and Donahoe). The position of presiding director is rotated among the chairs of the various
Board committees, other than the Executive Committee. Executive sessions are regularly scheduled and held at least once each
year.

Mr. Philip Knight, co-founder and former Chairman of the Company, serves as Chairman Emeritus, with a standing invitation to
attend meetings of the Board and its committees as a non-voting observer. The Board believes that it benefits from the valuable
experience and insights of the Company's co-founder and former Chairman of the Board.

For all of these reasons, the Board believes this leadership structure is optimal.

21 NIKE, INC.
BOARD COMMITTEES
The Board's current standing committees are an Audit & Finance Committee; a Compensation Committee; a Corporate
Responsibility, Sustainability & Governance Committee; and an Executive Committee. The Board may appoint other committees
from time to time. Each standing committee has a written charter and all such charters, as well as the Company's corporate
governance guidelines, are available at the Company's corporate website, http://investors.nike.com, and will be provided in print
to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon
97005-6453.

AUDIT & FINANCE COMMITTEE

MEMBERS: ROLES AND RESPONSIBILITIES:
Cathleen A. Benko* The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary
Alan B. Graf, Jr., Chair
Peter B. Henry obligations with respect to:

MEETINGS IN FY ’22: 12 • Matters involving the Company's accounting, auditing, financial reporting, and internal controls,
information security (including risks related to cyber security), data protection, and overseeing
the Company's financial policies and activities;
• The integrity of the Company's financial statements and activities of the Company that may
have a material impact on the financial position of the Company;
• The Company's compliance with legal and regulatory requirements;
• The independent auditor's qualifications and independence, and the performance of the
Company's internal audit function and independent auditor;
• The Company's risk assessment and risk management processes and practices; and
• Considering long-term financing options, long-range tax, financial regulatory and foreign
currency issues facing the Company, and management's recommendations concerning capital
deployment strategy, major capital expenditures, and material acquisitions or divestitures.
The Board has determined that each member of the Audit & Finance Committee meets all
independence and financial literacy requirements applicable to audit committees under the NYSE
listing standards and applicable regulations adopted by the U.S. Securities and Exchange
Commission (the "SEC"). The Board has also determined that Mr. Alan B. Graf, Jr. is an "audit
committee financial expert" as defined in regulations adopted by the SEC.

* Ms. Benko was appointed to the Audit & Finance Committee effective January 1, 2022, following the retirement of John Connors from the Board effective
December 31, 2021.

COMPENSATION COMMITTEE
MEMBERS: ROLES AND RESPONSIBILITIES:
Cathleen A. Benko The Compensation Committee discharges the Board's responsibilities regarding executive and
Elizabeth J. Comstock*
Timothy D. Cook, Chair director compensation and senior leadership succession, and its duties include the following:

MEETINGS IN FY ’22: 3 • Evaluate the performance of the CEO;

• Review and approve the compensation of each executive officer;
• Grant equity incentive awards under the NIKE, Inc. Stock Incentive Plan, and determine targets
and awards under the NIKE, Inc. Executive Performance Sharing Plan and the NIKE, Inc. Long-
Term Incentive Plan;
• Review and provide guidance to management regarding Company policies, programs, and
practices related to talent management and development for executive officers and senior
management; and
• Make recommendations to the Board regarding the compensation of directors.
The Board has determined that each member of the Compensation Committee meets all
independence requirements applicable to compensation committees under the NYSE listing
standards.

* Ms. Comstock will not stand for re-election to the Board at the Annual Meeting.

2022 PROXY STATEMENT 22

CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE
MEMBERS: ROLES AND RESPONSIBILITIES:
Thasunda B. Duckett The Corporate Responsibility, Sustainability & Governance Committee sets the tone and pace for
Michelle A. Peluso, Chair
John W. Rogers, Jr. corporate governance and oversees our Purpose, which consists of the three pillars of People,
Planet, and Play. Its duties include the following:
MEETINGS IN FY ’22: 4
• Review and evaluate NIKE's significant strategies, activities, policies, investments, and
programs regarding social purpose, corporate responsibility, and sustainability;
• Provide oversight of management's efforts to ensure that the Company's dedication to
sustainability is reflected in its business operations;
• Monitor the Company's progress towards its diversity, equity and inclusion objectives and
compliance with the Company's responsibilities as an equal opportunity employer;
• Review and evaluate the social, political, and environmental impact, trends, and issues in
connection with the Company's business activities and make recommendations to the Board;
• Provide oversight of the Company's community and social impact efforts;
• Oversee protection of the Company's corporate reputation and other matters of importance to
the Company and its stakeholders;
• Continue to identify individuals qualified to become Board members and recommend director
nominees for election at each annual shareholder meeting;
• Review and reassess the Company's corporate governance framework, and make
recommendations to the Board regarding proposed changes; and
• Oversee the annual self-evaluations of the Board and its committees and make
recommendations to the Board concerning the structure and membership of the Board
committees.
The Board has determined that each member of the Corporate Responsibility, Sustainability &
Governance Committee meets all independence requirements applicable to
nominating/corporate governance committees under the NYSE listing standards.

EXECUTIVE COMMITTEE
MEMBERS: ROLES AND RESPONSIBILITIES:
John J. Donahoe II The Executive Committee is authorized to act on behalf of the Board on all corporate actions for
Travis A. Knight
which applicable law does not require participation by the full Board.
Mark G. Parker, Chair
• In practice, the Executive Committee acts in place of the full Board only when emergency
MEETINGS IN FY ’22: 0 issues or scheduling conflicts make it difficult or impracticable to assemble the full Board.
• All actions taken by the Executive Committee must be reported at the next Board meeting, or
as soon thereafter as practicable.
The Executive Committee held no formal meetings during fiscal 2022, but took action by
unanimous written consent.

23 NIKE, INC.
THE BOARD’S ROLE IN RISK OVERSIGHT
While the Company's management team is responsible for day-to-day management of the various risks facing the Company, the
Board takes an active role in the oversight of the management of critical business risks. The Board does not view risk in isolation.
Risks are considered in virtually every business decision and as part of NIKE's business strategy. The Board recognizes it is
neither possible nor prudent to eliminate all risk. Purposeful and appropriate risk-taking is essential for the Company to be
competitive on a global basis and to achieve its strategic objectives.

THE BOARD OF DIRECTORS

The Board implements its risk oversight function both as a whole and through committees, which play a significant role in
carrying out risk oversight. While the Audit & Finance Committee is responsible for oversight of management's risk
management policies, oversight responsibility for particular areas of risk is allocated among the Board committees according
to the committee's area of responsibility as reflected in the committee charters.

BOARD COMMITTEES
The AUDIT & FINANCE COMMITTEE oversees risks related to the Company's financial statements, the financial reporting
process, accounting, legal matters, investments, access to capital and capital deployment, currency risk and hedging
programs, information security (including risks related to cyber security), and data protection. The committee oversees the
internal audit function, reviews a risk-based plan of internal audits, and reviews a risk-based integrated audit of internal
controls over financial reporting. The committee meets separately with the Vice President of Global Audit and Chief Risk
Officer, representatives of the independent registered public accountants, and senior management.

The COMPENSATION COMMITTEE oversees risks associated with the Company's compensation philosophy and programs
and executive succession and development.

The CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE oversees risks associated with
corporate social purpose and company governance, including NIKE's Code of Conduct and its compliance programs, and the
structure and performance of the Board and its committees. The committee also oversees protection of the Company's
corporate reputation including issues that involve social and community engagement, workplace diversity, equity, and
inclusion, and sustainability relating to the Company's products, its supply chain (including labor practices), and the
environment.

EXECUTIVE LEADERSHIP TEAM

Each committee chair works with one or more senior executives assigned to assist the committee in: developing agendas for
the year and for each meeting, paying particular attention to areas of business risk identified by management, Board
members, internal and external auditors, and in their committee charter; and scheduling agenda topics, presentations, and
discussions regarding business risks within their area of responsibility. At meetings, the committees discuss areas of business
risk, the potential impact, and management's initiatives to manage business risk, often within the context of important
business decisions. Through this process, key business risk areas are reviewed at appropriate times, with some topics
reviewed on multiple occasions throughout the year. At every Board meeting, each committee chair provides a report to the
full Board outlining the committee's discussions and actions, including those affecting the oversight of various risks.

The Company believes its leadership structure, discussed in detail above, supports the risk oversight function of the Board.
Strong directors chair the various committees involved in risk oversight, there is open communication between management and
directors, and all directors are involved in the risk oversight function.

THE BOARD’S ROLE IN ESG OVERSIGHT

The Board takes an active role overseeing NIKE's commitment to, and progress on, environmental, social, and governance
("ESG") matters. The Board oversees ESG matters primarily through the Corporate Responsibility, Sustainability & Governance

2022 PROXY STATEMENT 24

Committee. In addition to overseeing corporate governance (generally, the "G" in "ESG"), this committee also oversees the risks
and opportunities associated with NIKE's Purpose work, which covers the three pillars of People, Planet, and Play (generally, the
"E" and "S" in "ESG"). The committee's responsibilities include reviewing and providing guidance to management regarding
significant Purpose strategies, activities, policies, investments, and programs; reviewing the development of NIKE's five-year
Purpose targets and long-term sustainability targets, and monitoring the Company's progress towards those targets; and
reviewing and providing guidance to management regarding NIKE's annual Impact Report, which describes our progress towards
our Purpose targets for our shareholders and other stakeholders. The Compensation Committee also plays a key role with
respect to ESG by overseeing talent management and development for executive officers and senior management, including with
respect to employee engagement and workplace diversity, equity, and inclusion. More information about Purpose, including
NIKE's annual Impact Report, is available on the Impact section of our website.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

Shareholders or interested parties desiring to communicate directly with the Board or with any individual director may do so in
writing addressed to the intended recipient or recipients, c/o Corporate Secretary, NIKE, Inc., One Bowerman Drive,
Beaverton, Oregon 97005-6453. The Office of the Corporate Secretary reviews all such communications and refers relevant
correspondence directly to a director, as appropriate. In addition, the Office of the Corporate Secretary regularly summarizes
for the Board all communications that relate to the functions of the Board or its committees or that otherwise warrant Board
attention.

CODE OF CONDUCT
The NIKE Code of Conduct is available at the Company's corporate website, http://investors.nike.com, and will be provided in
print without charge to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive,
Beaverton, Oregon 97005-6453. The Code of Conduct applies to all of the Company's employees and directors, including our
CEO and all other executive officers. The Code of Conduct provides that any waiver of the Code of Conduct for executive officers
or directors may be made only by the Board or a committee of the Board. Any such waiver will be publicly disclosed, when
required by law. The Company plans to disclose amendments to, and waivers from, the Code of Conduct on the Company's
corporate website: http://investors.nike.com.

DIRECTOR COMPENSATION FOR FISCAL 2022

CHANGE IN
PENSION VALUE AND
FEES EARNED OR STOCK NONQUALIFIED DEFERRED ALL OTHER
PAID IN CASH AWARDS(1)(2) COMPENSATION EARNINGS COMPENSATION(3) TOTAL
NAME ($) ($) ($) ($) ($)
Cathleen A. Benko(4) 102,069 179,453 — 20,000 301,522
Elizabeth J. Comstock 100,000 179,453 — 20,000 299,453
John G. Connors(5) 61,542 179,453 — — 240,995
Timothy D. Cook 150,000 179,453 — 20,000 349,453
Thasunda B. Duckett 100,000 179,453 — 20,000 299,453
Alan B. Graf, Jr. 130,000 179,453 — — 309,453
Peter B. Henry 105,000 179,453 — 12,500 296,953
Travis A. Knight 100,000 179,453 — — 279,453
Michelle A. Peluso 120,000 179,453 — 20,000 319,453
John W. Rogers, Jr. 100,000 179,453 — 20,000 299,453
(1) Represents the grant date fair value of restricted stock awards granted in fiscal 2022 computed in accordance with accounting guidance applicable to
stock-based compensation. The grant date fair value is based on the closing market price of our Class B Stock on the grant date. As of May 31, 2022,
Mr. Connors held 0 shares of unvested restricted stock and each other non-employee director held 1,206 shares of unvested restricted stock.
(2) As of May 31, 2022, Mr. Cook held options for 14,000 shares of our Class B Stock, and no other non-employee director held outstanding options.
(3) Consists of matched contributions to charities in the following amounts: Ms. Benko, $20,000; Ms. Comstock, $20,000; Mr. Cook, $20,000; Ms. Duckett,
$20,000; Dr. Henry, $12,500; Ms. Peluso, $20,000; and Mr. Rogers $20,000.
(4) Ms. Benko was appointed to the Audit & Finance Committee effective January 1, 2022, therefore her annual retainer for Audit & Finance Committee
membership was prorated.
(5) Mr. Connors retired from the Board effective December 31, 2021. Amounts reflect pro-rated annual retainer payments. Mr. Connors' stock award was
forfeited upon his retirement.

25 NIKE, INC.
DIRECTOR FEES AND ARRANGEMENTS
Under our director compensation program in effect for fiscal 2022, non-employee directors receive:

• An annual retainer of $100,000, paid in quarterly installments.

• Upon appointment to the Board, a one-time, sign-on restricted stock award valued at $185,000 on the date of grant, generally,
the date of appointment. The one-time, sign-on restricted stock award is subject to forfeiture in the event that service as a
director terminates prior to the first anniversary of the date of grant.
• An annual restricted stock award valued at $185,000 on the date of grant, generally, the date of each annual meeting of
shareholders. The number of restricted shares granted to each director for fiscal 2022 was determined by dividing the
director's award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of
grant. The annual restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the
earlier of the next annual meeting and the last day of the 12th full calendar month following the date of grant.
• For the Lead Independent Director, an annual retainer of $30,000, paid in quarterly installments.
• For chairs of Board committees (other than the Executive Committee), an annual retainer of $20,000 for each committee
chaired ($25,000 for the chair of the Audit & Finance Committee), paid in quarterly installments.
• For Audit & Finance Committee members, an additional annual retainer of $5,000, paid in quarterly installments.
• Payment or reimbursement of travel and other expenses incurred in attending Board meetings.
• Matching charitable contributions under the NIKE Matching Gift Program, under which directors are eligible to contribute to
qualified charitable organizations and the Company provides a matching contribution to the charities in an equal amount, up
to $20,000 in the aggregate, for each director annually.

Neither Mr. Donahoe nor Mr. Parker received any additional compensation for services provided as a director in fiscal 2022.

Effective June 1, 2022, the Company updated the director compensation program for non-employee directors by increasing the
value of each of the annual restricted stock award and the one-time, sign-on restricted stock award to $200,000, increasing the
Lead Independent Director annual retainer to $40,000, and increasing the Audit & Finance Committee chair annual retainer to
$30,000 and the Compensation Committee chair and Corporate Responsibility, Sustainability & Governance Committee chair
annual retainers to $25,000. All other components of director compensation remain the same.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

NIKE maintains stock ownership guidelines for all non-employee directors. Under these guidelines, directors are required to hold
NIKE stock valued at five times their annual cash retainer. New directors are required to attain these ownership levels within five
years of their election to the Board. Each of our directors has met or is on track to meet the specified ownership level.

DIRECTOR PARTICIPATION IN DEFERRED COMPENSATION PLAN

Under our Deferred Compensation Plan, non-employee directors may elect in advance to defer up to 100 percent of the director
fees paid by the Company. For a description of the plan, see the section below titled "Executive Compensation Tables—Non-
Qualified Deferred Compensation in Fiscal 2022—Non-Qualified Deferred Compensation Plans".

2022 PROXY STATEMENT 26

COMPENSATION DISCUSSION AND
ANALYSIS
PROPOSAL 2

SHAREHOLDER ADVISORY VOTE TO APPROVE

EXECUTIVE COMPENSATION

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, we are submitting to
shareholders our annual "say-on-pay proposal", an advisory vote to approve the compensation of our Named Executive
Officers as described in this proxy statement.

At our 2021 annual meeting of shareholders, approximately 72% of the votes cast on the say-on-pay proposal were voted in
favor of the proposal, which was an improvement from our 2020 vote, but indicated that there was an opportunity to further
understand our shareholders' feedback and take action to be responsive. Therefore, as further described in this section,
during fiscal 2022 members of management and the Board continued to engage with shareholders to better understand and
address their concerns.

As discussed in this section, our executive compensation program is designed to attract and retain top-tier talent and
maximize shareholder value. To achieve the objectives of our executive compensation program and emphasize pay-for-
performance principles, the Compensation Committee has continued to employ strong governance practices, including:

• basing a majority of total compensation on performance and retention incentives;

• setting incentive award targets based on clearly disclosed, objective performance measures;
• mitigating undue risk associated with compensation by using multiple performance targets, caps on potential incentive
payments, and a clawback policy; and
• requiring executive officers to hold NIKE stock through published stock ownership guidelines.

Because your vote is advisory, it will not be binding on the Board. However, the Board values shareholder opinions, and the
Compensation Committee will take into account the outcome of the vote when considering future executive compensation
arrangements.

BOARD RECOMMENDATION
The Board of Directors recommends that shareholders vote FOR approval of the following resolution:

RESOLVED, that the shareholders approve the fiscal 2022 compensation paid to the Named Executive Officers as
disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules (which disclosure includes the
Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the
compensation tables).

27 NIKE, INC.
INTRODUCTION
This Compensation Discussion and Analysis ("CD&A") describes our compensation program, philosophy, decisions, and process
for the compensation of our "Named Executive Officers" (also referred to as our "NEOs") for fiscal 2022:

NAMED EXECUTIVE OFFICER TITLE

John Donahoe II President and Chief Executive Officer
Mark Parker Executive Chairman
Matthew Friend Executive Vice President and Chief Financial Officer
Andrew Campion Chief Operating Officer
Heidi O'Neill President, Consumer and Marketplace

This CD&A is organized into four sections:

• Executive Summary (page 28)
• Compensation of Our Named Executive Officers (page 32)
• Our Compensation Process (page 39)
• Other Compensation Practices (page 40)

EXECUTIVE SUMMARY
SAY-ON-PAY RESULTS AND RESPONSE
Our annual say-on-pay vote is one of our opportunities to receive SCOPE OF OUTREACH & ENGAGEMENT
feedback from shareholders regarding our executive compensation
program, and as such is taken very seriously by the Compensation 40
shareholders
Committee and Board. In 2021, our executive compensation program
received the support of approximately 72% of the total votes cast at 51%
Class B
our annual meeting of shareholders. This reflected an increase in shares
support compared to the 2020 say-on-pay vote, but indicated that OUTREACH
there was an opportunity to further understand our shareholders'
feedback and take action to be responsive. As a result, we continued
to actively seek feedback from shareholders and build on our record
of responsiveness, reaching out to shareholders owning
approximately 51% of outstanding shares of our Class B Stock and 39
shareholders
speaking with shareholders owning approximately 49% of
outstanding shares of our Class B Stock, to better understand what 49%
Class B
motivated their votes and attempt to address any ongoing concerns. shares
Our Lead Independent Director and Compensation Committee Chair, ENGAGEMENT
Timothy D. Cook, and our Corporate Responsibility, Sustainability &
Governance Committee Chair, Michelle A. Peluso, participated in
conversations with shareholders owning approximately 13% of
outstanding shares of our Class B Stock. All feedback was shared
Engaged with
with the Board and helped to shape the changes made to our
executive compensation program and related disclosure, as set forth
100%
in this year's CD&A. of our top 15 institutional shareholders

Through this engagement, we learned that shareholders were largely supportive of the executive compensation program design
for fiscal 2021. Furthermore, shareholders appreciated the Company's responsiveness to their feedback regarding the 2020 say-
on-pay vote, especially the replacement of cash-based incentive awards under the Long-Term Incentive Plan ("LTIP") with
performance-based restricted stock units ("PSUs") and the enhanced disclosures regarding fiscal 2021 payout determinations
and the annual incentive structure. However, shareholders wanted to further understand Mr. Parker's total fiscal 2021
compensation following his transition into the Executive Chairman role in fiscal 2020. During these conversations, we discussed
the components of Mr. Parker's compensation, including the payout of the fiscal 2019 – 2021 LTIP award and the transition-
period cash incentive award that was granted in connection with the fiscal 2020 CEO transition, and the ongoing evolution of Mr.
Parker's compensation since transitioning into the Executive Chairman role. As of fiscal 2022, Mr. Parker did not have any further

2022 PROXY STATEMENT 28

outstanding awards related to the CEO transition. His fiscal 2020 – 2022 LTIP award, which is reflected in this year's Summary
Compensation Table, was granted to Mr. Parker when he was NIKE's CEO. Furthermore, in light of Mr. Parker's reduced
responsibilities as Executive Chairman, the Compensation Committee significantly decreased Mr. Parker's compensation over
the course of fiscal years 2021 and 2022 by not granting him any new LTIP or PSU awards and by reducing each other
component of his annual direct compensation.

We also discussed with shareholders the structure of our long-term incentive program in light of replacing cash-based LTIP
awards with stock-based PSU awards beginning in fiscal 2022 for the fiscal 2022 – 2024 performance period. We confirmed that
the fiscal 2022 PSU awards maintain the same general features and structure as the fiscal 2021 cash-based LTIP awards,
including the same performance metric and a similar "People & Planet" modifier. The fiscal 2022 PSUs are described in the
section below titled "Compensation of our Named Executive Officers—Long-Term Incentive—Fiscal 2022 Award Grants—Fiscal
2022 – 2024 PSUs". While shareholders supported the design of the PSU awards, they recommended increasing the proportion
of total long-term incentive compensation granted in the form of PSUs. We are incorporating this feedback by evolving the long-
term incentive compensation mix to be delivered 50% in the form of PSUs for all executive officers. This change will be phased in
over multiple years, beginning with fiscal 2023 award grants.

These shareholder engagements also provided an opportunity to highlight the short-term disclosure impact of replacing cash-
based LTIP awards with PSUs beginning in fiscal 2022. Because SEC rules require that we report cash-based incentive awards
in the Summary Compensation Table for the year earned but report stock-based incentive awards in the Summary Compensation
Table for the year granted, for fiscal 2022 the Summary Compensation Table reflects both the payout of LTIP awards for the 2020
– 2022 performance period (which were awarded as part of fiscal 2020 annual compensation) and the grant of PSUs for the 2022
– 2024 performance period (which were awarded as part of fiscal 2022 annual compensation). Shareholders recognized that the
shift to PSUs would temporarily and artificially inflate values in the Summary Compensation Table, and supported the evolution of
our long-term incentive program structure despite the short-term disclosure complications.

The Board and Compensation Committee greatly value these engagements with shareholders and are committed to maintaining
ongoing dialogue and incorporating shareholder feedback into the design of the executive compensation program going forward.

The following table summarizes feedback themes we heard from shareholders and actions taken to be responsive:

WHAT WE HEARD HOW WE RESPONDED

• Beginning in fiscal 2022, replaced the cash-based LTIP awards
Shareholders were supportive of replacing the cash- with PSUs
based LTIP awards with PSUs and understood that • In this proxy statement, provided enhanced disclosure in the
doing so would artificially inflate fiscal 2022 values in Fiscal 2022 Annual Direct Compensation Table to clearly
the Summary Compensation Table due to SEC rules communicate how the Compensation Committee views
compensation awarded for fiscal 2022
• Evolving the long-term incentive compensation mix for all
Shareholders recommended increasing PSUs as a executive officers by committing to increase the percentage of
proportion of the total long-term incentive mix the total award delivered in the form of PSUs to 50%, phased
(PSUs, stock options, and RSUs) in over multiple years beginning with fiscal 2023 award grants

Shareholders expressed support for incorporating

the "People & Planet" modifier into long-term • Continued incorporating "People & Planet" modifier in fiscal
incentive awards beginning with the fiscal 2021 – 2022 – 2024 PSU awards
2023 LTIP awards, and expressed interest in • Commitment to provide robust disclosure regarding the
understanding the rationale and methodology rationale and methodology underlying payout determinations in
underlying long-term incentive award payout proxy statements (beginning with the 2023 proxy statement)
determinations
• Actions taken to significantly decrease Executive Chairman's
compensation over the course of fiscal years 2021 and 2022
• No new LTIP or PSU awards were granted to Mr. Parker in
Shareholders shared their expectation that fiscal 2021 or 2022
Executive Chairman compensation should be
decreased to correspond with reduced • Each component of Mr. Parker's annual direct compensation
responsibilities was decreased in fiscal 2022
• Mr. Parker's target total annual direct compensation for fiscal
2022 was $3 million, approximately 32% of his fiscal 2021
target total annual direct compensation

29 NIKE, INC.
GUIDING COMPENSATION PRINCIPLES
• To drive business results and maximize shareholder value, our executive compensation is highly incentive-based.
• To emphasize long-term performance, increase alignment between executives and shareholders, and support retention,
incentive compensation is weighted towards long-term awards.
• To foster teamwork and ensure internal pay equity, we utilize a cohort approach by aligning compensation across certain
executive roles.
• To ensure that our executive compensation program supports our business strategy and talent plan, we determine cohort
compensation levels by holistically considering factors relating to our business, the competitive market for top-tier talent, and
the applicable executives.

ANNUAL DIRECT COMPENSATION ELEMENTS

NIKE's annual direct compensation for the Named Executive Officers generally consists of the following elements:

ELEMENT KEY CHARACTERISTICS PURPOSE

Provides market competitive
Base Salary Fixed cash compensation baseline compensation to attract
and retain top-tier talent

Variable cash incentive

Annual Cash Incentive Award – compensation earned at 0% – Motivates and rewards
Executive Performance Sharing Plan 150% based on Company achievement of sustainable and
("PSP") performance over a 1-year profitable growth
performance period

Variable stock-based incentive

compensation earned at 0% –
*NEW* 200% based on Company Aligns NEOs' interests with those of
Performance- performance over a 3-year our shareholders by motivating and
Based Restricted performance period; value rewarding achievement of long-
Stock Units dependent upon achievement of term shareholder value and growth;
("PSUs")(1) performance metrics and our stock promotes retention
price
Long-Term
Incentive Awards Stock-based incentive
– Stock Incentive Aligns NEOs' interests with those of
compensation that generally vests
Plan ("SIP") our shareholders by rewarding
Stock Options in 4 equal annual installments; only achievement of upside potential;
provides value if our stock price promotes retention
appreciates

Stock-based incentive Aligns NEOs' interests with those of

Restricted Stock compensation that generally vests our shareholders by rewarding
Units ("RSUs") in 3 equal annual installments; long-term value creation; promotes
value tied to our stock price retention

(1) Prior to fiscal year 2022, this portion of annual direct compensation was delivered in the form of cash-based awards under our Long-Term Incentive Plan
("LTIP"). LTIP awards granted in fiscal 2020 were earned based on Company performance over fiscal years 2020 – 2022; their payout is described in
the section below titled "Compensation of our Named Executive Officers—Long-Term Incentive—Fiscal 2020 Award Results" and included in the
Summary Compensation Table as part of fiscal 2022 compensation due to SEC rules. LTIP awards granted in fiscal 2021 will be earned based on
Company performance over fiscal years 2021 – 2023; their payout will be described in next year's proxy statement and included in next year's Summary
Compensation Table as part of fiscal 2023 compensation due to SEC rules. There are no other outstanding LTIP awards.

FISCAL 2022 ANNUAL DIRECT COMPENSATION TABLE

Beginning in fiscal 2022, the Compensation Committee replaced the cash-based LTIP award portion of the long-term incentive
compensation mix with PSUs. Both types of awards are earned based on Company performance over a three-year performance
period. Because SEC rules require that we report cash-based incentive awards in the Summary Compensation Table for the year
earned but report stock-based incentive awards in the Summary Compensation Table for the year granted, for fiscal 2022 the
Summary Compensation Table reflects both the payout of LTIP awards for the fiscal 2020 – 2022 performance period (which
were awarded as part of fiscal 2020 annual compensation) and the grant of PSUs for the fiscal 2022 – 2024 performance period
(which were awarded as part of fiscal 2022 annual compensation). The table below supplements the Summary Compensation

2022 PROXY STATEMENT 30

Table, which appears on page 42. By excluding (1) the payout of LTIP awards for the fiscal 2020 – 2022 performance period and
(2) perquisites, including the enhanced charitable match benefits provided to Messrs. Donahoe and Parker that are not actually
received by these executives, we believe that the table below more accurately reflects how the Compensation Committee views
annual direct compensation awarded for fiscal 2022.

(1) (2) (3)

STOCK
NAME SALARY PSP PSUs RSUs(4) OPTIONS(4) TOTAL
John Donahoe II $1,500,000 — $7,727,491 $4,334,321 $6,782,995 $20,344,807
Mark Parker $1,134,615 — — — $2,153,362 $3,287,977
Matthew Friend $1,056,731 $1,056,000 $1,545,548 $1,238,401 $1,938,030 $6,834,710
Andrew Campion $1,221,154 $1,200,000 $1,545,548 $1,444,774 $2,261,028 $7,672,504
Heidi O'Neill $1,221,154 $1,200,000 $1,545,548 $1,444,774 $2,261,028 $7,672,504

(1) The above table is not a substitute for the Summary Compensation Table set forth on page 42 of this proxy statement. The amounts in this table differ
from the amounts determined under SEC rules as reported for fiscal 2022 in the Summary Compensation Table.
(2) Reflects fiscal 2022 awards under our Executive Performance Sharing Plan, which were paid based on Company performance during fiscal 2022. As
described in the section below titled "Compensation of our Named Executive Officers—Annual Cash Incentive", Mr. Donahoe's PSP award was paid at
0%, Mr. Parker did not receive a fiscal 2022 PSP award due to the evolution of his responsibilities as Executive Chairman, and the PSP award for each
other NEO was paid at 80%.
(3) Reflects fiscal 2022 grants of PSUs, computed in accordance with accounting guidance applicable to stock-based compensation using a Monte Carlo
simulation based on the probable outcome of the performance condition as of the grant date. As described in the section below titled "Compensation of
our Named Executive Officers—Long-Term Incentive—Fiscal 2022 Award Grants", the Compensation Committee determined PSU awards as a dollar
value which was then converted into a target number of shares by dividing the award dollar value by the average closing price of our Class B Stock for
the 20-trading day period ending on the date of grant. Fiscal 2022 PSUs will be earned between 0% and 200% of target based on Company
performance during the fiscal 2022 – 2024 performance period.
(4) Reflects fiscal 2022 grants of RSUs and stock options, in each case computed in accordance with accounting guidance applicable to stock-based
compensation. As described in the section below titled "Compensation of our Named Executive Officers—Long-Term Incentive—Fiscal 2022 Award
Grants", the Compensation Committee determined stock-based awards as a dollar value which was then converted into a number of shares (for RSUs,
by dividing the award dollar value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant, and for
stock options, by dividing the award dollar value by the Black-Scholes value).

EXECUTIVE COMPENSATION GOVERNANCE PRACTICES

WHAT WE DO WHAT WE DON’T DO
ü Base a majority of total compensation on performance and û No retirement acceleration for PSUs or RSUs
retention incentives û No dividend equivalents paid on PSUs or RSUs unless
ü Mitigate undue risk by using multiple performance periods and until shares are earned
and metrics, incentive payment caps, and a clawback policy û No repricing of stock options
ü Base incentive awards on clearly disclosed, objective û No hedging transactions or short sales permitted
performance goals
û No pension or supplemental executive retirement plan
ü Maintain robust stock ownership guidelines
û No tax gross-ups for perquisites
ü Vest stock-based awards over time to promote long-term
û No cash-based change-in-control benefits
performance and retention
û No excise tax gross-ups upon change of control
ü Provide only double-trigger change-in-control acceleration
for stock-based awards

31 NIKE, INC.
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
COMPENSATION OBJECTIVES AND STRUCTURE
Our executive compensation program is designed to attract and retain top-tier talent in a competitive marketplace and to maximize
shareholder value by rewarding NEOs for strong Company performance. The program generally consists of annual direct
compensation, with a focus on incentive compensation, and competitive benefits that are generally consistent with the benefits
offered to our other U.S.-based employees.

We structure our executive compensation program in the context of our business strategy and talent plan. To foster teamwork and
ensure internal pay equity, we utilize a segmented cohort approach that aligns compensation across certain executive roles.
Cohort compensation levels are determined by holistically considering factors such as future potential, individual performance,
market insights, succession planning, retention, and leadership continuity. New executives are phased into a cohort by taking into
consideration their relative experience, expected contributions, and market position.

Our philosophy is to "pay for performance" in order to drive business results and maximize shareholder value. As a result,
executive compensation is highly incentive-based and weighted towards long-term awards to emphasize long-term performance
and support retention. Our executive compensation program balances performance incentives, including by using different
performance metrics and performance periods, and through a mixture of cash- and stock-based compensation elements. Stock-
based compensation—which consists of PSUs, stock options, and RSUs—is also structured to pay for performance by linking the
majority of each NEO's target total annual direct compensation directly to our stock price. The following chart illustrates the mix of
components that make up fiscal 2022 target total annual direct compensation for our CEO.

CEO Fiscal 2022 Target Total

Annual Direct Compensation Mix
$1,500,000
(7.5% of total)
Base Salary
$4,200,000
(21% of total)
RSUs $3,000,000 Incentive Compensation
(15% of total)
PSP • Incentive compensation constitutes
approximately 93% of the CEO’s total target
annual direct compensation
• To emphasize long-term performance,
incentive compensation is weighted
towards long-term awards, which
$6,300,000 constitute approximately 84% of our CEO’s
(31.5% of total) total target incentive compensation
Stock Options $5,000,000 • Stock awards constitute 100% of our CEO’s
(25% of total) long-term incentive awards, and
PSUs performance-based awards (PSUs and
stock options) constitute approximately 73%
of our CEO’s stock awards

BASE SALARY
Base salary is a fixed element of compensation that serves to attract and retain top-tier talent. Generally, the Compensation
Committee reviews and determines base salaries for our Named Executive Officers in June, with any adjustments becoming
effective in August of the same year. After generally keeping base salaries flat across all employee levels, including our NEOs, for
fiscal 2021, the Company returned to permitting base salary increases for fiscal 2022. Therefore, for fiscal 2022 the Compensation
Committee granted a base salary increase to each of Messrs. Friend and Campion and Ms. O'Neill to ensure that their base salary
levels remain positioned competitively relative to the market. The Compensation Committee also decreased Mr. Parker's base
salary to reflect his reduced responsibilities as Executive Chair. Mr. Donahoe's base salary remained unchanged compared to
fiscal 2021.

2022 PROXY STATEMENT 32

 (1)
NAMED EXECUTIVE OFFICER FISCAL 2022 BASE SALARY % CHANGE
John Donahoe II $1,500,000 0%
Mark Parker $1,000,000 -41.2%
Matthew Friend $1,100,000 25.7%
Andrew Campion $1,250,000 13.6%
Heidi O'Neill $1,250,000 13.6%

(1) Represents the change in base salary compared to fiscal 2021.

ANNUAL CASH INCENTIVE

Annual cash incentive awards are paid to the Named Executive Officers under our Executive Performance Sharing Plan ("PSP").
PSP awards reflect our "pay for performance" philosophy: they are earned between 0% and 150% of target based on Company
performance during the fiscal year. The Compensation Committee retains discretion to adjust PSP metrics and award payouts
based on individual or Company performance. To align employees and reinforce our one-team culture, the same compensation
philosophy and metrics that underlie our PSP awards generally apply to all global employees who are eligible to participate in the
Company's success through annual incentive bonuses.

Historically, PSP awards were earned based on Company earnings before interest and taxes (as adjusted to exclude the impact of
certain non-operational events) measured over the fiscal year. In response to the disruption and uncertainty caused by the COVID
pandemic, for fiscal 2021 the Compensation Committee implemented a more flexible annual incentive award structure based on
two equally-weighted, six-month performance periods, each with multiple metrics, and taking into consideration the Company's
year-long revenue performance. For fiscal 2022, the Compensation Committee transitioned the annual cash incentive awards back
to our historical structure and set year-long targets for multiple, equally-weighted metrics selected to support our strategic priorities
and drive sustainable, profitable growth, as described in further detail below.

In setting fiscal 2022 PSP target awards, the Compensation Committee considered the evolution of Mr. Parker's responsibilities as
Executive Chairman and determined not to grant Mr. Parker a PSP award. With respect to each other Named Executive Officer,
the Compensation Committee maintained the fiscal 2022 PSP target award at the same level as his or her fiscal 2021 annual cash
incentive target award. Therefore, the fiscal 2022 PSP target awards were:

FISCAL 2022 PSP TARGET AWARD

NAMED EXECUTIVE OFFICER (% OF BASE SALARY)
John Donahoe II 200%
Mark Parker 0%
Matthew Friend 120%
Andrew Campion 120%
Heidi O'Neill 120%

In June 2021, the Compensation Committee selected three equally-weighted metrics and corresponding performance goals for the
fiscal 2022 PSP awards. The metrics consisted of: (1) Company revenue ("Revenue"), to drive topline income; (2) Company
revenue generated through sales on NIKE digital platforms ("Digital Revenue"), to support digital growth in connection with our
Consumer Direct Acceleration strategy; and (3) earnings before interest and taxes ("EBIT"), to manage overall profitability. To help
drive and reward organic growth, each metric excluded the impact of the following non-operational events: acquisitions,
divestitures, changes in accounting principles, unanticipated restructurings, unanticipated exchange rate fluctuations, and other
extraordinary, unusual, or infrequently occurring items (we refer to these metrics, as adjusted, as "Adjusted Revenue", "Adjusted
Digital Revenue", and "Adjusted EBIT", respectively).

As illustrated below, the Compensation Committee set challenging performance goals for each metric at levels designed to
incentivize strong growth over fiscal 2021 performance. The Adjusted Revenue target goal represented an increase of 15%
compared to actual fiscal 2021 Revenue and the Adjusted EBIT target goal represented an increase of 16% compared to actual
fiscal 2021 EBIT, in each case with threshold and maximum goals set equidistant from the target goal to balance stretch and risk.
The Adjusted Digital Revenue goal represented an increase of 31% compared to actual fiscal 2021 Digital Revenue, with
additional stretch built into the maximum goal in light of momentum in our digital business and continued growth potential.

In June 2022, at the end of our fiscal year, the Compensation Committee considered the Company's performance for fiscal 2022 in
light of two unexpected and extraordinary COVID-related challenges. First, during the first quarter, government-mandated factory
closures in Vietnam and Indonesia resulted in the Company losing approximately three months of production. This production loss
reduced available for sale inventory supply during the second, third, and fourth quarters, which impacted fiscal 2022 Revenue.
Then, during the fourth quarter, widespread COVID-related lockdowns in China impacted physical retail traffic, which resulted in
lower fourth quarter Revenue and EBIT. The Compensation Committee first considered actual achievement for fiscal 2022
Adjusted Revenue, Adjusted Digital Revenue, and Adjusted EBIT, as illustrated below:

33 NIKE, INC.
FISCAL 2022 PERFORMANCE GOALS
(Dollars in millions)

THRESHOLD TARGET MAXIMUM

% PAYOUT 50% 100% 150%
Adjusted
Revenue
$49,470 $51,000 $52,530
ACTUAL RESULTS: $47,406
Adjusted
Digital
Revenue
$12,097 $12,733 $14,134
ACTUAL RESULTS: $11,546
Adjusted
EBIT
$7,235 $8,039 $8,843
ACTUAL RESULTS: $6,957%

Each metric was achieved below the designated threshold, resulting in an overall achievement of 0% of target. Notwithstanding
the below-threshold performance, the Compensation Committee noted that achievement still represented year-over-year growth
for each metric compared to actual fiscal 2021 results (6% for Adjusted Revenue, 19% for Adjusted Digital Revenue, and 1% for
Adjusted EBIT). The committee therefore considered Company performance excluding the impact of the COVID-related Vietnam
and Indonesia factory closures and China lockdowns.

To adjust for these discrete, extraordinary events, the performance period was split into two equally-weighted, six-month periods.
For the first six-month period (June 2021 – December 2021, "1H"), performance was calculated at 28% of target based on 1H
achievement of Adjusted Revenue, Adjusted Digital Revenue, and Adjusted EBIT compared to targets equal to half of the year-
long performance goals established in June 2021. For the second six-month period (January 2022 – May 2022, "2H"),
performance was calculated at 139% of target based on 2H achievement (adjusted to exclude the impact of COVID-related
lockdowns in China during the fourth quarter) of Adjusted Revenue, Adjusted Digital Revenue, and Adjusted EBIT compared to
targets based on mid-year forecasting that reflected the 1H factory closures in Vietnam and Indonesia. Averaging together 1H and
2H performance resulted in performance of 83.5% of target, which the Compensation Committee rounded down to 80%—
consistent with the payout of the similarly-structured annual bonus for employees below the executive officer level.

The Compensation Committee considered the strength of the Company's performance under both the unadjusted and adjusted
scenarios as well as our one-team culture. For Mr. Donahoe, the Compensation Committee determined a fiscal 2022 PSP payout
of 0%, reflecting the highest level of accountability for the Chief Executive Officer despite strong performance during extraordinary
challenges. For each of Messrs. Friend and Campion and Ms. O'Neill, the committee determined a fiscal 2022 PSP payout of 80%,
reflecting strong Company performance despite extraordinary challenges and aligned with the annual bonus for employees below
the executive officer level to reinforce our one-team culture. As described above, Mr. Parker was not granted a fiscal 2022 PSP
award.

LONG-TERM INCENTIVE
Long-term incentive compensation incentivizes and rewards long-term Company performance, aligns executives' interests with
those of our shareholders, and promotes retention in a highly competitive talent marketplace. Therefore, this element of our
executive compensation program forms the largest portion of our Named Executive Officers' annual direct compensation,
constituting 78% of fiscal 2022 target total annual direct compensation for Mr. Donahoe (67% for Mr. Parker, and 62% for each
other NEO). For fiscal 2022, long-term incentive compensation consisted of three components: performance-based restricted
stock units ("PSUs"), stock options, and restricted stock units ("RSUs"), each granted under our Stock Incentive Plan. We consider
PSUs and stock options to be performance-based awards, because PSUs are not earned unless performance conditions are
satisfied, and stock options have no value unless our stock price increases. Consistent with our "pay for performance" philosophy,
we deliver a majority of each NEO's long-term incentive compensation in the form of performance-based awards (73% for Mr.
Donahoe, 100% for Mr. Parker, 70% for Mr. Friend, and 69% for Mr. Campion and Ms. O'Neill).

The Compensation Committee introduced PSUs as a new vehicle for our long-term incentive compensation in fiscal 2022. Prior to
fiscal 2022, this component of executive compensation was delivered in the form of cash-based awards under our Long-Term
Incentive Plan ("LTIP"). In recognition of the significant shift from cash-based awards to stock-based awards, the Compensation
Committee determined to otherwise maintain stability for this component, including keeping target award values the same and
retaining a similar award structure, including metrics and performance goals.

2022 PROXY STATEMENT 34

FISCAL 2022 AWARD GRANTS
The Compensation Committee determined the fiscal 2022 long-term incentive awards in June 2021. As noted above, the
Compensation Committee determined to keep fiscal 2022 – 2024 PSU target award values at the same level as fiscal 2021 – 2023
LTIP target awards for each Named Executive Officer, to maintain consistency for this component in light of the shift from cash-
based to stock-based awards. With respect to stock option and RSU award values, the Compensation Committee considered
multiple factors, including performance, evolving responsibilities, our cohort compensation approach, the highly competitive talent
marketplace, and the fact that cohort-level long-term incentive awards were not increased in fiscal 2021. Accordingly, the
Compensation Committee decreased Mr. Parker's stock option award by $4,000,000 and maintained his RSU award at $0. For
each other Named Executive Officer, the Compensation Committee determined to increase the stock option award (by $900,000
for Mr. Donahoe, $60,000 for Mr. Friend, and $360,000 for each of Mr. Campion and Ms. O'Neill) and the RSU award (by $600,000
for Mr. Donahoe, $40,000 for Mr. Friend, and $240,000 for each of Mr. Campion and Ms. O'Neill). The fiscal 2022 long-term
incentive award values were:

TOTAL FISCAL 2022

NAMED EXECUTIVE OFFICER TARGET PSUs STOCK OPTIONS RSUs LONG-TERM INCENTIVE AWARDS
John Donahoe II $5,000,000 $6,300,000 $4,200,000 $15,500,000
Mark Parker — $2,000,000 — $2,000,000
Matthew Friend $1,000,000 $1,800,000 $1,200,000 $4,000,000
Andrew Campion $1,000,000 $2,100,000 $1,400,000 $4,500,000
Heidi O'Neill $1,000,000 $2,100,000 $1,400,000 $4,500,000

FISCAL 2022 – 2024 PSUs

PSUs align our Named Executive Officers' interests with those of our shareholders by motivating and rewarding achievement of
long-term shareholder value and growth. PSU awards reflect our "pay for performance" philosophy: they are earned between 0%
and 200% of target based on Company performance during a three-year performance period.

In June 2021, the Compensation Committee selected the metric, corresponding performance goals, and award terms for the fiscal
2022 – 2024 PSU awards. As noted above, the committee chose to keep the structure of these awards similar to the structure of
the 2021 – 2023 LTIP awards to maintain consistency for this component in light of the shift from cash-based to stock-based
awards. The Compensation Committee will determine the earnout of the fiscal 2022 – 2024 PSU awards following the completion
of the three-year performance period, and any PSUs that are earned will vest on August 1, 2024.

The Compensation Committee selected as the metric for the fiscal 2022 – 2024 PSU awards the Company's total shareholder
return ("Absolute TSR") for fiscal 2022 – 2024 relative to total shareholder return over the same period for the other companies in
the S&P 500 ("Relative TSR"), and continued to target above-median performance as shown in the table below:

FISCAL 2022 – 2024 PERFORMANCE GOALS

THRESHOLD TARGET MAXIMUM
% PAYOUT 25% 100% 200%
Relative
TSR1
25th percentile 55th percentile 85th percentile

(1) Relative TSR for fiscal years 2022, 2023, and 2024, calculated using the 20-trading day average stock price and assuming that dividends paid during the
performance period are reinvested in the applicable company's stock.

PSUs will be earned at 100% of target if the Company's Relative TSR for the performance period is at the 55th percentile, and will
be earned at 0% if the Company's Relative TSR for the performance period is below the 25th percentile. PSU earnout based on
Relative TSR performance is subject to a cap of 100% of target if Absolute TSR for the performance period is negative. The
Compensation Committee selected three-year Relative TSR as the performance metric because it is an objective and transparent
measure of long-term shareholder value, especially in the context of a volatile market. Furthermore, the cap on payout if Absolute
TSR is negative incentivizes NEOs to pursue long-term growth.

The fiscal 2022 – 2024 PSU awards also contain a "People & Planet" modifier designed to support our commitment to Purpose,
which is a key component of our long-term strategy. If Relative TSR meets or exceeds the threshold performance goal, the
"People & Planet" modifier permits the Compensation Committee to adjust the earnout upwards or downwards by up to 20
percentage points (subject to both the 200% maximum earnout and the 100% Absolute TSR cap) based on a holistic assessment
of the Company's performance with respect to employee engagement and inclusion, leadership diversity, and sustainability.
Structuring the modifier as a holistic assessment ensures that the final earnout comprehensively balances these broad and
disparate issues and appropriately reflects the spirit of our Purpose commitment. In determining the "People & Planet" modifier,

35 NIKE, INC.
the Compensation Committee will consider the Company's progress towards achieving certain of the five-year Purpose goals
described in our fiscal 2021 Impact Report, including goals regarding increasing representation of women in our global corporate
workforce and leadership positions; increasing representation of U.S. racial and ethnic minorities in our U.S. corporate workforce
and at the Director level and above; employee feedback with respect to engagement and inclusion; foundational expectations
related to responsible manufacturing in our supply chain; and operating more sustainably with respect to carbon, waste, water, and
chemistry.

The target number of PSUs granted to each Named Executive Officer for fiscal 2022 was determined by dividing the NEO's target
award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant. PSUs
accumulate dividend equivalents that are paid only when, and to the extent, they vest. To promote retention, PSU awards
generally provide that any unvested PSUs are forfeited if the Named Executive Officer leaves the Company. Forfeiture is subject to
partial accelerated vesting upon termination of employment in connection with a divestiture or reduction in force (as described in
the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

STOCK OPTIONS
Stock options align our Named Executive Officers' interests with those of our shareholders by rewarding the achievement of
upside potential, and they reflect our "pay for performance" philosophy because they provide value to the NEOs only if the price of
our Class B Stock appreciates.

The number of stock options granted to each NEO for fiscal 2022 was determined by dividing the NEO's award value by the Black-
Scholes value (calculated based on a twenty-day average stock price and the available five-year and seven-year interest rates) of
a stock option on the date of grant. Options granted to the Named Executive Officers vest in equal annual installments over four
years and have an exercise price equal to the closing market price of our stock on the date of grant (or the trading day immediately
prior to the grant date, if the grant date is not a trading day). To promote retention, stock options generally provide that if a Named
Executive Officer leaves the Company, they forfeit any unvested stock options. Forfeiture is subject to a limited retirement
provision designed to encourage executives to delay retirement and partial accelerated vesting upon termination of employment in
connection with a divestiture or reduction in force (each as described in the section below titled "Executive Compensation Tables—
Potential Payments Upon Termination or Change-in-Control").

RSUs
RSUs align our Named Executive Officers' interests with those of our shareholders by rewarding the achievement of long-term
value creation, and they reflect our "pay for performance" philosophy because their value is directly tied to our Class B Stock price.

The number of RSUs granted to each NEO for fiscal 2022 was determined by dividing the NEO's award value by the average
closing price of our Class B Stock for the 20-trading day period ending on the date of grant. RSUs granted to the Named Executive
Officers as part of long-term incentive compensation vest in equal annual installments over three years and accumulate dividend
equivalents that are paid only upon vesting. To promote retention, RSU awards generally provide that any unvested RSUs are
forfeited if the Named Executive Officer leaves the Company. Forfeiture is subject to partial accelerated vesting upon termination
of employment in connection with a divestiture or reduction in force (as described in the section below titled "Executive
Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

FISCAL 2020 AWARD RESULTS

As previously disclosed in our 2020 proxy statement, the fiscal 2020 – 2022 LTIP awards granted in June 2019 were to be earned
between 0% and 200% of target based on Relative TSR over a three-year performance period (subject to a payout cap of 100% if
Absolute TSR was negative). As illustrated below, NIKE's Relative TSR for fiscal years 2020 – 2022 was at the 50th percentile,
corresponding to an earnout of 89%, and Absolute TSR for that period was positive. Relative TSR was calculated in comparison to
the companies that were included in the S&P 500 as of May 31, 2022, using the 20-trading day average stock price and assuming
that dividends paid during the performance period were reinvested in the applicable company's stock. In June 2022, the
Compensation Committee determined that a payout of 89% under these awards was earned by each NEO.

FISCAL 2020 – 2022 PERFORMANCE RESULTS

THRESHOLD TARGET MAXIMUM

% PAYOUT 25% 100% 200%
Relative
TSR
TOTAL
25th percentile 55th percentile 85th percentile PAYOUT:
89%
ACTUAL RESULTS: 50TH percentile

2022 PROXY STATEMENT 36

FISCAL 2023 LONG-TERM INCENTIVE COMPENSATION CHANGES
For fiscal 2023 the Compensation Committee reviewed the total mix of long-term incentive compensation components—PSUs,
stock options, and RSUs. After considering shareholder feedback, including feedback received during our extensive shareholder
engagement, and evolving market practice, the Compensation Committee determined to increase the proportion of total long-term
incentive compensation granted in the form of PSUs to 50% for all executive officers, which change will be phased in over multiple
years, beginning with fiscal 2023 awards.

OTHER COMPENSATION
PROFIT SHARING AND RETIREMENT PLANS
We maintain a U.S. tax qualified retirement savings plan—the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.
(the "401(k) Plan")—under which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax
and after-tax contributions from their cash compensation. We make annual matching contributions for all participants equal to
100% of their pre-tax contributions up to 5% of their total eligible compensation.

We also may make annual profit sharing contributions to the accounts of eligible U.S. employees, including the Named Executive
Officers, under the 401(k) Plan. The aggregate profit sharing contribution amount, if any, is determined each year by the Board of
Directors. This aggregate contribution is allocated among eligible employees based on an equal percentage of their total salary
and annual cash incentive award for the year. For fiscal 2022, the profit sharing contribution percentage for each eligible employee
was 0%.

The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan, and also limits the
amount of salary and annual cash incentive award ($290,000 for fiscal 2022) that may be taken into account when determining
contributions under that plan. Accordingly, we provide our Named Executive Officers and other highly compensated employees
with the opportunity to defer their compensation, including amounts in excess of the tax law limit, under our nonqualified Deferred
Compensation Plan. We do not match deferrals to the Deferred Compensation Plan. If we make an annual profit sharing
contribution under the 401(k) Plan, we also make equivalent profit sharing contributions under the Deferred Compensation Plan
with respect to salary and annual cash incentive award of any eligible employee that exceeds the tax law limit; these contributions
under the Deferred Compensation Plan allow our Named Executive Officers and other highly compensated employees to receive
profit sharing contributions in the same percentage as our other employees. Because we did not make a profit sharing contribution
under the 401(k) Plan for fiscal 2022, we did not make any profit sharing contributions under the Deferred Compensation Plan
either. Balances in the Deferred Compensation Plan, including the balances of the Named Executive Officers, are unsecured and
at-risk, meaning that the balances may be forfeited in the event of the Company's financial distress, such as bankruptcy.

Fiscal 2022 matching and profit sharing contributions to the Named Executive Officers under the qualified and nonqualified plans
are included in the All Other Compensation column in the Summary Compensation Table on page 42.

EMPLOYEE STOCK PURCHASE PLAN

Our Employee Stock Purchase Plan allows eligible employees in the United States and in many countries outside of the United
States, including the Named Executive Officers, to purchase Class B Stock through payroll deductions at a 15% discount to the
market price on the first or last trading day of the six-month purchase period, depending on which day the stock price was lower. In
fiscal 2022, all of our Named Executive Officers participated in our Employee Stock Purchase Plan, with the exception of Messrs.
Donahoe and Parker.

PERQUISITES AND OTHER BENEFITS

Our executive compensation program includes limited perquisites and other personal benefits for our Named Executive Officers,
which generally consist of home security and financial planning services. Given the nature of our business, from time to time
certain Company employees, including certain executive officers, may also receive Company product, event tickets, or travel
benefits that are not generally offered to all employees.

In addition, Mr. Donahoe and Mr. Parker are entitled to limited personal use of Company aircraft, primarily pursuant to time sharing
agreements, which is intended to increase the security, availability, and productivity of these individuals, and enhanced charitable
gift matching under our Employee Matching Gift Program, with an annual executive contribution limit of $1,000,000 and Company
matching on a 4:1 basis. Our Employee Matching Gift Program does not match employee contributions that benefit the employee,
including contributions to the employee's personal or family foundation or to a non-profit organization that is managed or led by, or
provides compensation or assistance to, the employee or a member of their family. For fiscal 2022, Mr. Donahoe and Mr. Parker
each donated to a range of charitable causes.

We do not provide any tax gross-ups on perquisites to our executive officers. Greater detail about the perquisites and personal
benefits provided to our Named Executive Officers in fiscal 2022 is provided in the footnotes to the Summary Compensation Table
on page 42.

37 NIKE, INC.
NON-COMPETITION AGREEMENTS
In exchange for non-competition agreements from each of our Named Executive Officers, we have agreed to provide monthly
payments during the non-compete period following termination of employment, as described in the section below titled "Executive
Compensation Tables—Potential Payments upon Termination or Change-in-Control". We believe that it is appropriate to
compensate individuals to refrain from working with competitors following termination, and that compensation enhances the
enforceability of such agreements.

LETTER AGREEMENTS
In connection with the CEO transition in fiscal 2020, we entered into letter agreements with each of Messrs. Donahoe and Parker
that provide, among other things, for the enhanced charitable gift matching under our Employee Matching Gift Program as
described in the section above titled "Perquisites and Other Benefits". Other than these two letter agreements, we do not have
employment contracts with any of our executive officers.

2022 PROXY STATEMENT 38

OUR COMPENSATION PROCESS
COMPENSATION COMMITTEE
The Compensation Committee oversees our executive compensation program, including determining the value and composition
of the compensation package for each of our executive officers and setting annual performance goals for the CEO. In addition to
any special actions the Compensation Committee may take throughout the year, the committee generally acts with respect to
compensation for our Named Executive Officers during the fiscal year as follows:

Q1

• Finalize payouts for completed

incentive awards
• Review executive officer
performance
• Set CEO performance goals
• Set salaries and PSP target
awards, and grant stock awards,
for executive officers
• Set PSP and PSU metrics and
goals

Q4 Q2

• Review and update executive • Review and update peer group for
compensation plan design upcoming fiscal year
and policies (generally every other year)
• Review company performance and
projected incentive award payouts

PEER GROUP
Given the competitive market for top-tier talent, the Compensation Committee uses a peer group (consisting of companies with
similar revenue size, market capitalization, brand value, products, or markets, or with which we compete for executive talent, or
which are aligned with our evolving business and talent strategies) to provide a reference for assessing executive compensation
levels and practices. Based on the criteria, the following peer group was considered for purposes of setting fiscal 2022 executive
compensation:

American Express Company Kellogg Company Pepsico, Inc.

Best Buy Company, Inc. Kimberly-Clark Corporation Procter & Gamble Company
The Coca-Cola Company McDonald's Corporation Starbucks Corporation
Colgate-Palmolive Company Microsoft Corporation Target Corporation
Comcast Corporation Mondelez International, Inc. TJX Companies
The Gap, Inc. Oracle Corporation The Walt Disney Company

In November 2021, the Compensation Committee further refined our peer group for purposes of setting fiscal 2023 executive
compensation to include Lowe's Companies, Inc., Netflix, Inc., salesforce.com, inc., and Walmart Inc., and to remove Colgate-
Palmolive Company, Comcast Corporation, The Gap, Inc., and Kellogg Company.

39 NIKE, INC.
In addition to considering our peer group, the Compensation Committee also uses market survey data from third parties,
including Aon, Willis Towers Watson, and Mercer, about a broader range of companies. The Compensation Committee generally
does not set executive compensation at or near any particular percentile of peer group, or market, compensation. Instead, the
committee considers compensation to be competitive if it is generally within a reasonable range of market median.

ROLE OF MANAGEMENT
The CEO makes compensation recommendations to, and participates in discussions with, the Compensation Committee
regarding the compensation of each executive officer other than himself. In addition, our human resources staff regularly provides
data, analysis, and recommendations to the committee regarding executive compensation.

The Compensation Committee meets regularly in executive session without the CEO or other management present to discuss
our executive compensation program. Such executive sessions include discussions about, among other topics, the CEO's
performance and compensation and the design and operation of our executive compensation plans.

ROLE OF COMPENSATION CONSULTANT

The Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist the committee
in overseeing our executive compensation program. The Compensation Committee chose not to retain any such consultants in
fiscal 2022. However, in connection with the committee's analysis and decision-making regarding the fiscal 2022 executive
compensation program, the Compensation Committee supplemented peer group data with information from surveys and reports
containing competitive market data from Aon, Willis Towers Watson, and Mercer, which are obtained by our human resources
staff.

OTHER COMPENSATION PRACTICES

STOCK OWNERSHIP GUIDELINES
We maintain stock ownership guidelines for executive officers that are designed to further align the interests of our executive
officers with those of our shareholders. Under the guidelines, for fiscal 2022 each executive officer was required to hold NIKE
stock valued at the following multiple of their annual base salary:

POSITION OWNERSHIP LEVEL

Chief Executive Officer 8X Base Salary
Other Executive Officers (including NEOs) 3X Base Salary

New executive officers are required to attain these ownership levels within five years of their appointment. As of May 31, 2022,
the CEO and each of our other executive officers, including each other Named Executive Officer, has met or is on track to meet
the applicable ownership guideline within the requisite period.

HEDGING AND PLEDGING

The Company's Blackout and Pre-clearance Policy (which supplements our Insider Trading Policy) prohibits directors, executive
officers, and other designated insiders (based on seniority and department) from engaging in transactions involving hedging,
monetization, or short sales of NIKE stock, including zero-cost collars and forward sale contracts. The policy also requires
directors and executive officers, along with members of their families and households, to obtain pre-approval from the Company's
Chairman or CEO before pledging NIKE stock. Before any such approval is granted, the Company's Clearance Director
considers the size of the pledge relative to the individual's other holdings, both direct and indirect, and NIKE's shares outstanding;
the risk of foreclosure given the nature of the associated transaction; protections against the appearance of insider trading,
including prohibitions on sales during trading blackouts; and the ability to timely report sales on Form 4.

2022 PROXY STATEMENT 40

CHANGE-IN-CONTROL PROVISIONS
Neither PSP nor LTIP awards are subject to acceleration upon a change in control. PSU, stock option, and RSU awards are
subject only to "double-trigger" accelerated change-in-control vesting (with PSUs vesting at 100% of target), meaning that vesting
is accelerated only if there is a change in control of the Company, and within the following two years, either the acquiring entity
fails to assume the awards or the employee's employment is terminated by the acquirer without cause or by the employee for
good reason. This double-trigger acceleration is intended to encourage executive retention through a period of uncertainty. The
Compensation Committee believes that this approach will enhance shareholder value in the context of an acquisition and align
executives' interests with those of investors. The effect of change-in-control transactions on stock-based awards is described
further in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control".

CLAWBACK
We maintain a clawback policy for the recoupment of incentive compensation. Under the clawback policy, an executive officer
who is involved in wrongful conduct that results in a restatement of the Company's financial statements must repay to the
Company up to the full amount of any incentive compensation that was paid based on the financial statements that were
subsequently restated. The clawback policy covers PSP awards, LTIP awards, stock-based awards (based on excess proceeds
from pre-restatement sales of stock acquired pursuant to the stock-based awards), and profit sharing contributions to the
Deferred Compensation Plan. In addition to the clawback policy, the PSP, LTIP and Stock Incentive Plan also specify that the
Committee may apply further clawback requirements to awards through additional clawback policies or award agreement
provisions, and that all awards are subject to clawback requirements under applicable law and regulation.

RISK ASSESSMENT
At the Compensation Committee's request, in fiscal 2022, management prepared and discussed with the committee an
assessment of potential risks associated with the Company's compensation programs, including any risk that would be
reasonably likely to have a material adverse effect on the Company. This included an assessment of risks associated with each
element of employee compensation. The assessment considered certain design features of the compensation program that
reduce the likelihood of excessive risk taking, such as reasonable performance targets, capped incentive compensation payouts,
a balance of short- and long-term incentives, a balance of cash- and stock-based incentives, vesting of awards over time, and the
potential for clawback of incentive compensation. In addition, for stock-based compensation, we have adopted stock ownership
guidelines, provided for limited accelerated vesting of PSUs, stock options, and RSUs upon termination of employment, and
provided for only double-trigger accelerated vesting of stock-based awards upon a change in control.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can
deduct in any one year for "covered employees". While the Compensation Committee seeks to preserve tax deductibility in
developing and implementing our executive compensation program, the committee also believes that it is important to maintain
flexibility in administering compensation programs in a manner designed to promote varying corporate goals and the interests of
our shareholders. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes
and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation
Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee:

• Timothy D. Cook, Chair
• Cathleen A. Benko
• Elizabeth J. Comstock

41 NIKE, INC.
EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total compensation of each Named Executive Officer for fiscal years
2022, 2021, and 2020.
NON-EQUITY
(1)
STOCK
(2)
OPTION
(3)
INCENTIVE PLAN
(4)
ALL OTHER
(5) (6)
NAME AND PRINCIPAL SALARY BONUS AWARDS AWARDS COMPENSATION COMPENSATION TOTAL
POSITION YEAR ($) ($) ($) ($) ($) ($) ($)
John Donahoe II 2022 1,500,000 — 12,061,812 6,782,995 4,450,000 4,043,253 28,838,060
President and Chief
Executive Officer 2021 1,500,000 13,600,000 3,602,980 5,402,416 4,500,000 4,315,312 32,920,708
2020 548,077 6,750,000 21,275,073 23,241,515 — 1,685,315 53,499,980
Matthew Friend 2022 1,056,731 1,056,000 2,783,949 1,938,030 890,000 14,500 7,739,210
Executive Vice President
and Chief Financial Officer 2021 875,000 1,260,000 7,161,045 1,740,792 900,000 14,250 11,951,087
2020 659,092 1,576,800 400,057 661,621 — 14,000 3,311,570
Andrew Campion 2022 1,221,154 1,200,000 2,990,322 2,261,028 890,000 15,241 8,577,745
Chief Operating Officer
2021 1,100,000 1,584,000 11,161,060 1,740,792 900,000 14,250 16,500,102
2020 1,092,308 2,070,000 1,160,023 1,606,771 — 9,375 5,938,477
Heidi O'Neill(7) 2022 1,221,154 1,200,000 2,990,322 2,261,028 890,000 26,618 8,589,122
President, Consumer and
Marketplace 2021 1,100,000 1,584,000 7,161,045 1,740,792 900,000 14,250 12,500,087

Mark Parker 2022 1,134,615 — — 2,153,362 4,450,000 4,096,391 11,834,368

Executive Chairman
2021 1,700,000 12,040,000 — 6,002,675 4,500,000 3,235,307 27,477,982
2020 1,700,000 6,025,000 4,000,067 5,540,572 — 930,634 18,196,273

(1) For fiscal 2022, represents awards under our Executive Performance Sharing Plan which were earned based on Company performance during fiscal
2022. As described in the section titled "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Annual Cash
Incentive", Mr. Donahoe's PSP award was paid at 0%, Mr. Parker did not receive a fiscal 2022 PSP award in light of his reduced responsibilities as
Executive Chairman, and the PSP award for each other NEO was paid at 80%. For fiscal 2021, represents annual cash incentive awards which were
paid at 120% of target to each executive officer, as well as transition-period cash incentive awards paid to Messrs. Donahoe and Parker. For fiscal 2020,
represents cash bonuses awarded to executive officers to approximate the short- and long-term cash incentive payouts received by non-executive
officers.
(2) Represents the grant date fair value of RSU and PSU awards granted in fiscal 2022, and RSU awards granted in fiscal 2021 and 2020, in each case
computed in accordance with accounting guidance applicable to stock-based compensation. For RSUs, the grant date fair value was computed based
on the closing market price of our Class B Stock on the grant date. For PSUs, the grant date fair value was computed using a Monte Carlo simulation
based on the probable outcome of the performance condition as of the grant date. The assumptions made in determining the grant date fair value of
PSUs under applicable accounting guidance are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K
for the year ended May 31, 2022. For fiscal 2022, the grant date fair value of the PSU awards was: $7,727,491 for Mr. Donahoe; $1,545,548 for Messrs.
Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker. Assuming that the maximum level of performance conditions is achieved, the PSU award
values would be: $10,319,956 for Mr. Donahoe; $2,064,058 for Messrs. Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker.
(3) Represents the grant date fair value of options granted in the applicable fiscal year computed in accordance with accounting guidance applicable to
stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. The assumptions made
in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 11 of Notes to Consolidated Financial
Statements in our Annual Report on Form 10-K for the year ended May 31, 2022.
(4) Represents awards under our Long-Term Incentive Plan which were earned for Company performance during the three-year period ending with the
applicable fiscal year.
(5) For fiscal 2022, includes Company matching contributions to the 401(k) Plan in the amount of $14,500 for each of the Named Executive Officers. The
amount for Mr. Donahoe also includes $4,000,000 in charitable matching contributions made by the Company, $27,472 in aggregate incremental cost to
the Company for personal use of the Company's aircraft, as well as the value of Company-related merchandise, security services, food and beverage,
and books. The amount for Ms. O'Neill also includes the incremental cost to the Company for personal use of the Company's aircraft as well as the value
of security services, financial advisory services, and books. The amount for Mr. Parker also includes $4,000,000 in charitable matching contributions
made by the Company, $61,574 in aggregate incremental cost to the Company for personal use of the Company' aircraft, as well as the value of
Company-related merchandise, security services, and books. The aggregate incremental cost for personal use of the Company's aircraft is determined
based on the variable operating cost to the Company, including the cost of fuel, maintenance, crew travel expenses, landing fees, parking fees, in-flight
food and beverage, and other smaller variable costs associated with each flight. The amounts for Mr. Donahoe and Mr. Parker exclude the aggregate
incremental cost to the Company for personal use of the Company's aircraft for which Mr. Donahoe or Mr. Parker, as applicable, reimbursed the
Company in accordance with a time sharing agreement and as allowed under Federal Aviation Regulation 91.501(c) and (d).
(6) Includes the value of both the grant of PSUs for the fiscal 2022 – 2024 performance period (which were awarded as part of fiscal 2022 compensation)
and the payout of LTIP awards for the fiscal 2020 – 2022 performance period (which were awarded as part of fiscal 2020 compensation).
(7) Because Ms. O'Neill was a Named Executive Officer for only fiscal 2022 and 2021, no disclosure is included as to Ms. O'Neill for fiscal 2020.

2022 PROXY STATEMENT 42

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2022
The following table sets forth information concerning the performance-based annual cash incentive opportunities and PSUs,
RSUs, and stock options granted to the Named Executive Officers in fiscal 2022.

ALL OTHER ALL OTHER

STOCK OPTION
AWARDS: AWARDS: EXERCISE GRANT DATE
ESTIMATED FUTURE PAYOUTS UNDER ESTIMATED FUTURE PAYOUTS UNDER NUMBER OF NUMBER OR BASE FAIR VALUE
NON-EQUITY INCENTIVE PLAN AWARDS EQUITY INCENTIVE PLAN AWARDS SHARES OF OF SECURITIES PRICE OF OF STOCK
STOCK OR
(3)
UNDERLYING
(4)
OPTION AND OPTION(5)
THRESHOLD TARGET MAXIMUM THRESHOLD TARGET MAXIMUM UNITS OPTIONS AWARDS AWARDS
NAME GRANT DATE ($) ($) ($) (#) (#) (#) (#) (#) ($/SH) ($)
John Donahoe II 6/16/2021 1,500,000(1) 3,000,000(1) 4,500,000(1)
8/1/2021 7,701(2) 30,804(2) 61,608(2) 7,727,491
8/1/2021 25,875 4,334,321
8/1/2021 152,839 167.51 6,782,995
Matthew Friend 6/16/2021 660,000(1) 1,320,000(1) 1,980,000(1)
8/1/2021 1,540(2) 6,161(2) 12,322(2) 1,545,548
8/1/2021 7,393 1,238,401
8/1/2021 43,669 167.51 1,938,030
Andrew Campion 6/16/2021 750,000(1) 1,500,000(1) 2,250,000(1)
8/1/2021 1,540(2) 6,161(2) 12,322(2) 1,545,548
8/1/2021 8,625 1,444,774
8/1/2021 50,947 167.51 2,261,028
Heidi O'Neill 6/16/2021 750,000(1) 1,500,000(1) 2,250,000(1)
8/1/2021 1,540(2) 6,161(2) 12,322(2) 1,545,548
8/1/2021 8,625 1,444,774
8/1/2021 50,947 167.51 2,261,028
Mark Parker 6/16/2021 —(1) —(1) —(1) —
8/1/2021 —(2) —(2) —(2) —
8/1/2021 — —
8/1/2021 48,521 167.51 2,153,362

(1) These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2022 under our PSP.
Under this plan, the Compensation Committee approved target awards for fiscal 2022 based on a percentage of the executive's base salary paid during
fiscal 2022 as follows: Mr. Donahoe, 200%; Mr. Friend, 120%; Mr. Campion, 120%; Ms. O'Neill, 120%; and Mr. Parker, 0%. Fiscal 2022 PSP awards are
earned between 0% and 150% of target based on Company performance on three equally-weighted metrics—Adjusted Revenue, Adjusted Digital
Revenue, and Adjusted EBIT—during fiscal 2022. Actual award payouts earned in fiscal 2022 and paid in fiscal 2023 are shown in the Summary
Compensation Table.
(2) These amounts represent grants of PSUs under the Stock Incentive Plan which are earned between 0% and 200% of target based on Relative TSR for
fiscal 2022 – 2024, subject to a cap of 100% of target if Absolute TSR for the performance period is negative. If Relative TSR is at or above the threshold
performance goal, the Compensation Committee may adjust the earnout upwards or downwards by up to 20 percentage points based on a holistic
assessment of the Company's performance during the three-year performance period with respect to employee engagement and inclusion,
representation of diverse individuals in leadership positions, and sustainability. Earned PSUs will vest in August 2024 and are generally subject to
continued employment through the vesting date. Vesting will be accelerated in certain circumstances as described in the section "Potential Payouts
Upon Termination or Change-in-Control". The PSUs accumulate cash dividend equivalents that are paid only when, and to the extent, they vest.
(3) Amounts reported in this column represent grants of RSUs under the Stock Incentive Plan which vest in three equal installments on the first three
anniversaries of the grant date. Vesting will be accelerated in certain circumstances as described in the section "Potential Payouts Upon Termination or
Change-in-Control". The RSUs accumulate cash dividend equivalents that are only paid upon vesting.
(4) Amounts reported in this column represent stock options granted under the Stock Incentive Plan which become exercisable in four equal installments on
the first four anniversaries of the grant date. Options become exercisable in certain circumstances as described in the section "Potential Payouts Upon
Termination or Change-in-Control". Each option has a maximum term of 10 years, subject to earlier termination in the event of the optionee's termination
of employment.
(5) For stock awards, represents the grant date fair value of (a) RSUs based on the closing market price of our Class B Stock on the grant date and (b)
PSUs computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. For option awards,
represents the grant date fair value of stock options granted based on a value of $44.38 per share, calculated using the Black-Scholes option pricing
model. These are the same values for the equity awards under accounting guidance applicable to stock-based compensation. The assumptions made in
determining PSU and option values are disclosed in Note 11 to Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the
year ended May 31, 2022.

43 NIKE, INC.
OUTSTANDING EQUITY AWARDS AT MAY 31, 2022
The following table sets forth information concerning outstanding stock options, PSUs, and RSUs held by the Named Executive
Officers at May 31, 2022.
OPTION AWARDS STOCK AWARDS
EQUITY
EQUITY INCENTIVE PLAN
INCENTIVE AWARDS:
PLAN AWARDS: MARKET OR
NUMBER OF PAYOUT VALUE
NUMBER OF UNEARNED OF UNEARNED
SECURITIES NUMBER OF SHARES, UNITS SHARES, UNITS
UNDERLYING SECURITIES NUMBER OF MARKET VALUE OF OR OTHER OR OTHER
UNEXERCISED UNDERLYING OPTION SHARES OR UNITS SHARES OR UNITS RIGHTS THAT RIGHTS THAT
OPTIONS UNEXERCISABLE EXERCISE OPTION OF STOCK THAT OF STOCK THAT HAVE NOT HAVE NOT
EXERCISABLE OPTIONS
(1)
PRICE EXPIRATION HAVE NOT VESTED
(2)
HAVE NOT VESTED VESTED
(3)
VESTED
NAME (#) (#) ($) DATE (#) ($) (#) ($)
John Donahoe II 118,422 118,421(4) 102.1600 1/13/2030
511,697 255,847(5) 102.1600 1/13/2030
59,894 179,681(6) 97.6100 8/1/2030
— 152,839(7) 167.5100 8/1/2031 119,327 14,182,014 30,804 3,661,055
Matthew Friend 23,000 — 57.8700 7/15/2026
30,000 — 59.1000 7/20/2027
26,250 8,750(8) 77.5400 8/1/2028
18,048 18,047(9) 83.1200 8/1/2029
19,300 57,897(6) 97.6100 8/1/2030
— 43,669(7) 167.5100 8/1/2031 62,134 7,384,626 6,161 732,235
Andrew Campion 75,000 — 57.8700 7/15/2026
75,000 — 59.1000 7/20/2027
60,000 20,000(8) 77.5400 8/1/2028
43,830 43,828(9) 83.1200 8/1/2029
19,300 57,897(6) 97.6100 8/1/2030
— 50,947(7) 167.5100 8/1/2031 96,552 11,475,205 6,161 732,235
Heidi O'Neill 12,500 12,500(8) 77.5400 8/1/2028
30,680 30,680(9) 83.1200 8/1/2029
19,300 57,897(6) 97.6100 8/1/2030
— 50,947(7) 167.5100 8/1/2031 64,488 7,664,399 6,161 732,235
Mark Parker 330,000 — 31.6750 7/19/2023
330,000 — 38.7600 7/18/2024
330,000 — 56.4000 7/17/2025
165,000 — 57.8700 7/15/2026
165,000 — 59.1000 7/20/2027
131,250 43,750(8) 77.5400 8/1/2028
151,134 151,134(9) 83.1200 8/1/2029
66,549 199,645(6) 97.6100 8/1/2030
— 48,521(7) 167.5100 8/1/2031 16,041 1,906,473 — —

(1) Stock options generally become exercisable in four equal installments on each of the first four anniversaries of the grant date.

2022 PROXY STATEMENT 44

(2) Reflects RSUs that vest as described in the table below:

FISCAL YEAR NUMBER OF

NAME OF GRANT UNVESTED UNITS VESTING SCHEDULE
John Donahoe II 2022 25,875 RSUs subject to three-year pro-rata vesting on 8/1/2022, 8/1/2023, and 8/1/2024
RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 8/1/2022
2021 24,607 and 50% vest on 8/1/2023
2020 68,845 RSUs subject to three-year pro-rata vesting, 100% of the remaining units vest on 1/13/2023
Matthew Friend 2022 7,393 RSUs subject to three-year pro-rata vesting on 8/1/2022, 8/1/2023, and 8/1/2024
RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 8/1/2022
2021 7,929 and 50% vest on 8/1/2023
RSUs subject to four-year pro-rata vesting, 33.3% of the remaining units vested on 6/1/2022,
2021 45,208 33.3% vest on 6/1/2023, and 33.3% vest on 6/1/2024
2020 1,604 RSUs subject to three-year pro-rata vesting, 100% of the remaining units vest on 8/1/2022
Andrew Campion 2022 8,625 RSUs subject to three-year pro-rata vesting on 8/1/2022, 8/1/2023, and 8/1/2024
RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 8/1/2022
2021 7,929 and 50% vest on 8/1/2023
RSUs subject to four-year pro-rata vesting, 33.3% of the remaining units vested on 6/1/2022,
2021 75,347 33.3% vest on 6/1/2023, and 33.3% vest on 6/1/2024
2020 4,651 RSUs subject to three-year pro-rata vesting, 100% of the remaining units vest on 8/1/2022
Heidi O'Neill 2022 8,625 RSUs subject to three-year pro-rata vesting on 8/1/2022, 8/1/2023, and 8/1/2024
RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 8/1/2022
2021 7,929 and 50% vest on 8/1/2023
RSUs subject to four-year pro-rata vesting, 33.3% of the remaining units vested on 6/1/2022,
2021 45,208 33.3% vest on 6/1/2023, and 33.3% vest on 6/1/2024
2020 2,726 RSUs subject to three-year pro-rata vesting, 100% of the remaining units vest on 8/1/2022
Mark Parker 2020 16,041 RSUs subject to three-year pro-rata vesting, 100% of the remaining units vest on 8/1/2022

(3) Reflects PSUs that vest as described in the table below. PSUs will be earned between 0% and 200% based on Relative TSR and subject to the People
& Planet modifier, each over the applicable three-year performance period.

FISCAL YEAR OF
PERFORMANCE NUMBER OF
NAME PERIOD UNVESTED UNITS VESTING SCHEDULE
John Donahoe II 2022 – 2024 30,804 Earned units will cliff vest on 8/1/2024
Matthew Friend 2022 – 2024 6,161 Earned units will cliff vest on 8/1/2024
Andrew Campion 2022 – 2024 6,161 Earned units will cliff vest on 8/1/2024
Heidi O'Neill 2022 – 2024 6,161 Earned units will cliff vest on 8/1/2024
(4) 50% will vest on January 13, 2023, and 50% will vest on January 13, 2024.
(5) Represents sign-on performance stock options scheduled to vest in three equal installments on each of the first three anniversaries of the grant date,
subject to satisfaction of a performance condition based on a 20% increase in the value of our Class B Stock from the value on the grant date (based on
a 30-trading day average closing price divided by the closing price of a share on the grant date). The performance condition was satisfied in fiscal 2021.
100% will vest on January 13, 2023.
(6) 33.3% of these options will vest on August 1, 2022, 33.3% will vest on August 1, 2023, and 33.3% will vest on August 1, 2024.
(7) 25% of these options will vest on August 1, 2022, 25% will vest on August 1, 2023, 25% will vest on August 1, 2024, and 25% will vest on August 1,
2025.
(8) 100% of these options will vest on August 1, 2022.
(9) 50% of these options will vest on August 1, 2022 and 50% will vest on August 1, 2023.

45 NIKE, INC.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL
2022
The following table sets forth information concerning stock option exercises and vesting of RSUs during fiscal 2022 for each of
the Named Executive Officers on an aggregated basis.

OPTION AWARDS STOCK AWARDS

NUMBER OF VALUE NUMBER OF VALUE
SHARES ACQUIRED REALIZED SHARES ACQUIRED REALIZED
ON EXERCISE ON EXERCISE ON VESTING ON VESTING
NAME (#) ($) (#) ($)
John Donahoe II — — 81,151 12,375,142
Matthew Friend 43,000 4,884,800 35,173 4,915,142
Andrew Campion — — 38,677 5,666,772
Heidi O'Neill 32,500 2,693,250 69,122 9,466,137
Mark Parker 660,000 88,788,655 37,535 6,334,031

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information regarding outstanding awards and shares available for future issuance under equity
compensation plans approved by shareholders and equity compensation plans that were not approved by shareholders as of
May 31, 2022. The table does not reflect issuances made during fiscal 2023.

NUMBER OF SECURITIES
NUMBER OF SECURITIES WEIGHTED- REMAINING AVAILABLE FOR
TO BE ISSUED UPON AVERAGE EXERCISE FUTURE ISSUANCE UNDER
EXERCISE OF OUTSTANDING PRICE OF OUTSTANDING EQUITY COMPENSATION
OPTIONS, WARRANTS AND OPTIONS, WARRANTS PLANS (EXCLUDING SECURITIES
RIGHTS AND RIGHTS(1) REFLECTED IN COLUMN (a))
PLAN CATEGORY (a) (b) (c)
Equity compensation plans approved
(2) (3)
by shareholders 74,715,806 $88.6637 109,975,651
Equity compensation plans not
(4)
approved by shareholders — — 4,218,758
Total 74,715,806 $88.6637 114,194,409
(1) Weighted-average exercise prices do not reflect the shares that will be used upon the payment of outstanding awards of RSUs.
(2) Consists of 74,715,806 shares subject to awards of options, RSUs, PSUs (based on performance at 100% of target), and stock appreciation rights
outstanding under the Stock Incentive Plan.
(3) Includes 105,885,427 shares available for future issuance under the Stock Incentive Plan and 4,090,224 shares available for future issuance under the
Employee Stock Purchase Plan.
(4) Consists of 4,218,758 shares available for future issuance under the Foreign Subsidiary Employee Stock Purchase Plan, pursuant to which shares are
offered and sold to employees of selected non-U.S. subsidiaries of the Company on substantially the same terms as those offered to U.S. employees
under the shareholder-approved Employee Stock Purchase Plan as described above under "Compensation Discussion and Analysis—Compensation of
our Named Executive Officers—Other Compensation—Employee Stock Purchase Plan".

2022 PROXY STATEMENT 46

NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL
2022
AGGREGATE
EXECUTIVE WITHDRAWALS/ AGGREGATE
PLAN CONTRIBUTIONS AGGREGATE EARNINGS DISTRIBUTIONS IN BALANCE AT
NAME NAME IN FISCAL 2022(1) IN FISCAL 2022 FISCAL 2022 MAY, 31 2022(1)
John Donahoe II DCP — $(143,890) — $787,895
Matthew Friend DCP — $(40,228) — $578,864
Andrew Campion DCP $390,385 $(103,813) — $3,363,300
Heidi O'Neill DCP $462,600 $(333,225) — $4,178,948
Mark Parker DCP $1,591,654 $(64,163) — $26,861,591
(1) All amounts reported in the Executive Contributions column are also included in amounts reported in the Summary Compensation Table. Of the amounts
reported in the Aggregate Balance column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or
in prior year proxy statements: Mr. Donahoe, $63,695; Mr. Parker, $21,045,929; Mr. Friend, $9,503; Mr. Campion, $1,983,894; and Ms. O'Neill,
$805,406.

NON-QUALIFIED DEFERRED COMPENSATION PLANS

The Named Executive Officers are eligible to participate in our Deferred Compensation Plan (the "DCP"). Participants in the DCP
may elect in advance to defer up to 75 percent of their annual base salary, and up to 100 percent of their bonus and long-term
cash incentive payments.

We may make annual profit sharing contributions to defined contribution retirement plans. The contributions are allocated among
eligible employees based on a percentage of their total salary and bonus for the year. To the fullest extent permitted under
Internal Revenue Code limitations, these contributions are made to employees' accounts under our qualified 401(k) Savings and
Profit Sharing Plan. Contributions based on salary and bonus in excess of the tax law limit ($290,000 for fiscal 2022) are made as
NIKE contributions under the DCP.

Amounts deferred under the DCP are credited to a participant's account under the DCP. Each participant may allocate his or her
account among any combination of the investment options available under the DCP. Participants' accounts are adjusted to reflect
the investment performance of the investment options selected by the participants. Participants can change the allocation of their
account balances daily. The investment options available under the DCP consist of 18 mutual funds with a variety of investment
objectives and five risk-based portfolios. The investment options had annual returns in fiscal 2022 ranging from -28.55% to
8.12%. Amounts credited to participants' accounts are invested by us in actual investments matching the investment options
selected by the participants to ensure that we do not bear any investment risk related to participants' investment choices.

The portion of a participant's account attributable to elective deferrals, including investment returns, is fully vested at all times.
The portion of a participant's account attributable to NIKE contributions, including investment returns, is fully vested after the
participant has been employed by us for five years. All of the Named Executive Officers, other than Mr. Donahoe, are fully vested
in their NIKE contributions.

Each time they elect to defer compensation, participants make an election regarding distribution of the compensation deferred
under the election (as adjusted to reflect investment performance). A participant may elect for distribution to be made in a lump
sum at the beginning of a predetermined year while the participant is still employed or in service (but no sooner than the fourth
year after the year in which the distribution election is submitted). Alternatively, a participant may elect for distribution to be made
in a lump sum or in quarterly installments over five, ten or fifteen years after termination of employment or service. Participants
have limited rights to change their distribution elections. Participants may make a hardship withdrawal under certain
circumstances. Subject to certain limitations, a participant may also at any time request to withdraw amounts from his or her
account balance that were vested as of December 31, 2004 (and any subsequent investment returns on such amount). If such
request is approved, the participant may withdraw 90% of the amount requested, and the remaining 10% will be permanently
forfeited.

47 NIKE, INC.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-
IN-CONTROL
CHANGE-IN-CONTROL COMPENSATION — ACCELERATION OF EQUITY
AWARDS
All unvested stock option, RSU, and PSU awards are subject to accelerated vesting upon the occurrence of two events (a
"double-trigger"): there is a "change-in-control"; and the Named Executive Officer's employment is terminated by us without
"cause" or by the Named Executive Officer for "good reason", in each case between the change-in-control (or shareholder
approval of the change-in-control, if earlier) and the second anniversary of the change-in-control. Stock options will be
exercisable for four years following termination of employment, but not beyond each option's original 10-year term. PSUs will vest
at 100% of target. Accelerated vesting of stock options, RSUs, and PSUs will also occur if we are acquired and the acquiring
company does not assume the outstanding options, RSUs, or PSUs. For purposes of our stock awards, "change-in-control" is
generally defined to include:
• the acquisition by any person of 50% or more of our outstanding Class A Stock or, if the Class A Stock no longer elects a
majority of directors, the acquisition by any person of 30% or more of our total outstanding Common Stock,
• the nomination (and subsequent election) in a two-year period of a majority of our directors by persons other than the
incumbent directors,
• a sale of all or substantially all of our assets, and
• an acquisition of NIKE through a merger, consolidation or share exchange.

For purposes of our stock awards, "cause" generally includes willful and continued failure to substantially perform assigned duties
and willful engagement in illegal conduct materially injurious to us, and "good reason" generally includes a material diminution in
position or duties, a salary reduction or material reduction in other benefits, and a home office relocation of over 50 miles.

The following table shows the estimated benefits that would have been received by the Named Executive Officers if double-
trigger accelerated vesting had occurred on May 31, 2022, when the closing price of our Class B Stock was $118.85 per share.

STOCK AWARD STOCK OPTION

NAME ACCELERATION(1) ACCELERATION(2) TOTAL
John Donahoe II $17,843,069 $10,062,956 $27,906,025
Matthew Friend $8,116,861 $2,236,014 $10,352,875
Andrew Campion $12,207,440 $3,621,906 $15,829,346
Heidi O'Neill $8,396,634 $2,842,303 $11,238,937
Mark Parker $1,906,473 $11,447,791 $13,354,264
(1) Information regarding unvested RSUs and PSUs held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The
amounts in the table above represent the number of unvested RSUs and PSUs (at 100% of target) multiplied by the closing price of our Class B Stock
on May 31, 2022.
(2) Information regarding outstanding unvested stock options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table
above. The amounts in the table above represent the aggregate value as of May 31, 2022 of those options using the excess of the per share closing
price of our Class B Stock on May 31, 2022 over the per share exercise price, multiplied by the number of unvested option shares for each Named
Executive Officer.

BENEFITS TRIGGERED ON CERTAIN EMPLOYMENT TERMINATIONS

STOCK OPTION ACCELERATION AND EXTENSION
As of May 31, 2022, each Named Executive Officer held stock options as listed in the Outstanding Equity Awards table above.
Under the terms of the stock options held by each Named Executive Officer, upon the death or disability of the holder (or with
respect to Mr. Donahoe's performance-based stock options, his termination without "cause"), all unvested options will vest and
will be exercisable for four years following termination of employment, but not beyond each option's original 10-year term. If death
or disability (or with respect to Mr. Donahoe's performance-based stock options, a termination without "cause") of a Named
Executive Officer had occurred on May 31, 2022, the aggregate value of those options is as set forth in the "Stock Option
Acceleration" column of the Change-in-Control Compensation – Acceleration of Equity Awards table above.

2022 PROXY STATEMENT 48

Under the terms of the stock options held by each Named Executive Officer that were granted after fiscal 2020, upon a
termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following the grant date,
and subject to the holder signing a general waiver and release of claims, options that are scheduled to vest within one year
following the termination will vest and all vested options will be exercisable for one year following termination of employment, but
not beyond each option's original 10-year term. The value of the unvested stock options held by each Named Executive Officer
as of May 31, 2022 that would have become vested if a termination due to a "divestiture" or "reduction in force" had occurred on
that date is $1,272,149 for Mr. Donahoe, $409,911 for each of Messrs. Friend and Campion and Ms. O'Neill, and $1,413,501 for
Mr. Parker.

Under the terms of Mr. Donahoe's performance-based stock options, if he retires with at least 5 years of service (disregarding his
years of service as a non-employee director prior to his employment), unvested options will be forfeited and vested options will be
exercisable for four years following termination of employment, but not beyond the option's original 10-year term. Under the terms
applicable to all other stock options held by the Named Executive Officers, options that have been outstanding for at least one
year will be subject to continued vesting if the holder retires after reaching age 55 with at least 5 years of service (or accelerated
vesting if the holder retires after reaching age 60 with at least 5 years of service), and vested options will be exercisable for four
years following termination of employment, but not beyond each option's original 10-year term. If the Named Executive Officers
had retired on May 31, 2022, the aggregate value of stock options subject to retirement vesting would have been $5,792,870 for
Mr. Donahoe, $2,842,303 for Ms. O'Neill, and $11,447,791 for Mr. Parker. Messrs. Friend and Campion are not eligible for
retirement vesting because these Named Executive Officers have not reached age 55.

STOCK AWARD ACCELERATION

As of May 31, 2022, the Named Executive Officers held unvested RSUs and PSUs as set forth in the Outstanding Equity Awards
table above. Under the terms of their award agreements, all unvested RSUs and PSUs will immediately vest upon the death or
disability of the holder, with PSUs vesting at 100% of target. The value of the unvested RSUs and PSUs held by each Named
Executive Officer as of May 31, 2022 that would have become vested if death or disability had occurred on that date is as set
forth in the "Stock Award Acceleration" column of the Change-in-Control Compensation — Acceleration of Equity Awards table
above.

Under the terms of the RSUs that were granted to the Named Executive Officers after fiscal 2020 (excluding the stock-based
transition awards granted to Messrs. Friend and Campion and Ms. O'Neill) and all PSUs held by the Named Executive Officers,
upon a termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following the grant
date, and subject to the holder signing a general waiver and release of claims, RSUs and PSUs that are scheduled to vest within
one year following the termination will vest, with PSUs vesting at 100% of target. The value of the unvested RSUs and PSUs held
by each Named Executive Officer as of May 31, 2022 that would have become vested if a termination due to a "divestiture" or
"reduction in force" had occurred on that date is $2,487,530 for Mr. Donahoe, $764,205 for Mr. Friend, $813,053 for each of Mr.
Campion and Ms. O'Neill, and $0 for Mr. Parker.

PAYMENTS UNDER NONCOMPETITION AGREEMENTS

We have a noncompetition agreement with Mr. Donahoe that extends for eighteen months following the termination of his
employment with us and a noncompetition agreement with Mr. Parker that extends for two years following the termination of his
employment with us. Under these agreements, if Mr. Donahoe's employment is terminated by us without "cause" (as defined in
his agreement), or if Mr. Parker's employment is terminated by us, we will make monthly payments to the executive during the
noncompetition period in an amount equal to one-twelfth of his then current annual salary and target PSP award ("Annual NIKE
Income"). The agreements provide further that if the executive voluntarily resigns, we will make monthly payments to him during
the noncompetition period in an amount equal to one-twenty-fourth of his then current Annual NIKE Income. However,
commencement of the above-described monthly payments will be delayed until after the six-month period following the
executive's separation from service, and all payments that he would otherwise have received during that period will be paid in a
lump sum promptly following the end of the period, together with interest at the prime rate. If employment is terminated without
"cause" (as defined in the applicable agreement), the parties may mutually agree to waive the covenant not to compete, and if
employment is terminated for "cause", we may unilaterally waive the covenant. If the covenant is waived, we will not be required
to make the payments described above for the months as to which the waiver applies. Assuming that Mr. Donahoe's employment
had been terminated on May 31, 2022 and the covenant was not waived, during the 18-month period ending November 30, 2023
we would have been required to pay Mr. Donahoe $375,000 per month if the termination was by us without "cause", or $187,500
per month if he had voluntarily resigned. Assuming that Mr. Parker's employment had been terminated on May 31, 2022 and the
covenant was not waived, during the 24-month period ending May 31, 2024 we would have been required to pay Mr. Parker
$83,333 per month if the termination was by us, or $41,667 per month if he had voluntarily resigned.

We have noncompetition agreements with each of the other Named Executive Officers on generally the same terms as Mr.
Donahoe, except that the noncompetition period is one year, we may unilaterally waive the covenant in all cases (including a
termination without "cause"), the monthly payments are one-twelfth or one-twenty-fourth of the executive's then current annual

49 NIKE, INC.
salary (instead of their Annual NIKE Income), and payments may commence on termination. Assuming that the employment of
each of these Named Executive Officers had been terminated by us without "cause" on May 31, 2022 and the covenants were
not waived, we would have been required to pay Mr. Friend $91,667, Mr. Campion $104,167, and Ms. O'Neill $104,167, each on
a monthly basis for the 12-month period ending May 31, 2023. Assuming that each of these Named Executive Officers had
voluntarily resigned on May 31, 2022 and the covenants were not waived, we would have been required to pay Mr. Friend
$45,833, Mr. Campion $52,083, and Ms. O'Neill $52,083, each on a monthly basis for the 12-month period ending May 31, 2023.

CEO PAY RATIO

NIKE's pay and benefits are designed to be competitive and equitable, meet the diverse needs of our global teammates, and
reinforce our values. We pay for performance and impact by linking incentive pay to Company performance and seek to invest in
positive experiences that have the greatest impact on the engagement and well-being of our employees. The executive
compensation program is highly incentive-based and weighted towards long-term awards to emphasize long-term performance
and support retention. Our executive compensation program is designed to attract and retain top-tier talent in a competitive
market and to "pay for performance" in order to drive business results and maximize shareholder value.

For fiscal 2022, our last completed fiscal year:

• The employee identified at the median of all NIKE employees (other than our CEO) was a retail store employee in Canada;
• The annual total compensation of the median employee was $37,410;
• The annual total compensation of our CEO, Mr. Donahoe, was $28,838,060; and
• The estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all other NIKE
employees was 771 to 1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described
below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a
variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their
compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported
above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own
pay ratios.

METHODOLOGY
Consistent with our past practice, we used the first business day in May as the date to determine the median employee. This
year, the first business day in May was May 2, 2022. At that time, we had approximately 77,239 employees globally. After
applying the "de minimis exemption" under the SEC rules, which permits us to exclude non-U.S. employees accounting for 5% or
less of our total employee population, we excluded the 3,656 employees in the jurisdictions identified below, and our employee
population consisted of approximately 73,583 employees.

Slovenia 1 Denmark 68 Malaysia 206

Sri Lanka 4 Uruguay 71 Thailand 206
United Arab Emirates 5 Czech Republic 73 South Africa 207
Croatia 6 Hungary 82 Vietnam 252
Philippines 19 Indonesia 85 Israel 266
Macau 42 Ireland 87 Poland 276
New Zealand 44 Switzerland 113 Chile 285
Norway 45 Greece 135 Hong Kong 323
Sweden 55 Portugal 148 Turkey 340
Brazil 61 Austria 151

Of the 73,583 employees included in the CEO Pay Ratio calculation, approximately 75% were full-time, 49% were in retail jobs,
and 51% were located in the United States.

To identify our median employee we calculated annual compensation for fiscal 2022 based on base salary or hourly wages, as
applicable. For the majority of our employees, base salary or hourly wages comprise the majority of their compensation. To
determine wages for hourly employees, we used each individual's pay rate and estimated scheduled hours in the applicable
Human Resources system of record.

2022 PROXY STATEMENT 50

After determining the annual compensation for our employee population as described above, we identified a subset of
approximately 100 individuals representing the potential median employee population. For this subset, we calculated each
employee's annual total compensation in U.S. dollars for fiscal 2022 based on the Summary Compensation Table rules used for
our Named Executive Officers (in accordance with Item 402(c)(2)(x) of Regulation S-K). Compensation for permanent employees
hired during the fiscal year was annualized, compensation for non-U.S. employees was converted into U.S. dollars using the
applicable currency conversion rate as reported in the Human Resources system of record for the median employee
determination date, and the median employee was then selected from this subset.

51 NIKE, INC.
AUDIT MATTERS
PROPOSAL 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM
The Audit & Finance Committee of the Board of Directors has sole authority to retain, with shareholder ratification, the
Company's independent registered public accounting firm. The Audit & Finance Committee directly oversees the firm's work
with respect to the annual audit of the Company's consolidated financial statements and internal control over financial
reporting and approves all audit engagement fees and terms. At least annually, the Audit & Finance Committee evaluates the
independent registered public accounting firm's qualifications, performance, and independence, including a review and
evaluation of its lead partner. The Audit & Finance Committee is also involved in the selection of the new lead engagement
partner following mandated rotation of the firm’s lead partner, and is responsible for considering the benefits of rotation of the
Company’s independent registered public accounting firm.
The Audit & Finance Committee has appointed PricewaterhouseCoopers LLP to audit the Company's consolidated financial
statements and internal control over financial reporting for the fiscal year ending May 31, 2023 and to render other
professional services as required.
PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm for many years.
The Audit & Finance Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers
LLP as the independent registered public accounting firm is in the best interests of the Company and its shareholders.
Accordingly, the Audit & Finance Committee is submitting the appointment of PricewaterhouseCoopers LLP to shareholders
for ratification. If the appointment is not ratified by our shareholders, the Audit & Finance Committee may reconsider whether
it should appoint another independent registered public accounting firm.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a
statement if they desire to do so, and are expected to be available to respond to questions.
Aggregate fees billed by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, for
audit services related to the most recent two fiscal years, and for other professional services incurred in the most recent two
fiscal years, were as follows:
TYPE OF SERVICE 2022 2021
(1)
Audit Fees $18.1 million $19.3 million
Audit-Related Fees(2) 0.3 million 0.4 million
(3)
Tax Fees 0.1 million 0.1 million
All Other Fees(4) 0.8 million 0.3 million
Total $19.3 million $20.1 million
(1) Comprises the audits of the Company's annual financial statements and internal controls over financial reporting, and reviews of the Company's
quarterly financial statements, as well as statutory audits of Company subsidiaries, attest services and consents to SEC filings.
(2) Comprises services including consultations regarding financial accounting and reporting.
(3) Comprises services for tax compliance, tax planning and tax advice. Tax compliance includes services for compliance related tax advice, as well as
the preparation and review of both original and amended tax returns for the Company and its consolidated subsidiaries. Tax compliance related
fees represented $0.1 million of the tax fees for fiscal 2022 and $0.1 million of the tax fees for fiscal 2021. The remaining tax fees primarily include
tax advice.
(4) Comprises other miscellaneous services.
In accordance with the Sarbanes-Oxley Act of 2002, the Audit & Finance Committee established policies and procedures
under which all audit and non-audit services performed by the Company's independent registered public accounting firm must
be approved in advance by the Audit & Finance Committee. During fiscal 2022 and fiscal 2021, all such services performed
by, and fees paid to, PricewaterhouseCoopers LLP were approved in advance.

BOARD RECOMMENDATION
The Board of Directors recommends that shareholders vote FOR ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year
ending May 31, 2023.

2022 PROXY STATEMENT 52

REPORT OF THE AUDIT & FINANCE COMMITTEE
The Audit & Finance Committee has:

• Reviewed and discussed the audited financial statements with management.

• Discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public
Company Accounting Oversight Board ("PCAOB") and the SEC.
• Received the written disclosures and the letter from the independent accountants required by applicable requirements of the
PCAOB regarding the independent accountants' communications concerning independence, and has discussed with the
independent accountant the independent accountant's independence.
• Based on the review and discussions above, recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange
Commission.

Members of the Audit & Finance Committee:

• Alan B. Graf, Jr., Chair

• Cathleen A. Benko
• Peter B. Henry

53 NIKE, INC.
EMPLOYEE STOCK PURCHASE PLAN
PROPOSAL 4

APPROVAL OF AMENDMENT OF NIKE, INC. EMPLOYEE

STOCK PURCHASE PLAN TO INCREASE AUTHORIZED
SHARES
The Board of Directors is asking our shareholders to approve an amended and restated version of the NIKE, Inc. Employee
Stock Purchase Plan (the "ESPP"). The ESPP was initially adopted by the Board and shareholders in 2001 and was most
recently amended in 2016 (the "Current ESPP"). On the recommendation of the Compensation Committee, the Board
unanimously approved an amended and restated version of the ESPP (the "Amended ESPP") on June 16, 2022, subject to
shareholder approval at the Annual Meeting. The Amended ESPP would increase the number of shares of Class B Stock
("Shares") authorized for issuance thereunder by 11 million Shares to a total of 62 million Shares.

The ESPP is intended to provide a convenient and practical means by which employees may participate in stock ownership of
the Company. The ESPP serves the best interests of our shareholders by:

• aligning employees' interests with those of our shareholders;

• reinforcing a culture of ownership; and
• enhancing the Company's ability to attract and retain highly qualified and motivated employees in a competitive marketplace.

We recommend that shareholders approve the Amended ESPP to ensure that the number of Shares available for issuance
under the ESPP is sufficient in light of the expected levels of ongoing participation and to help the Company meet the goals of
its compensation strategy.

BOARD RECOMMENDATION
The Board of Directors recommends that shareholders vote FOR approval of the following resolution:

RESOLVED, that the shareholders approve the NIKE, Inc. Employee Stock Purchase Plan as amended and restated.

SUMMARY OF THE EMPLOYEE STOCK PURCHASE PLAN

The following summary of the Amended ESPP is qualified in its entirety by reference to the complete text of the Amended ESPP,
which is attached to this proxy statement as Exhibit A. The Amended ESPP is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").

The Amended ESPP increases the number of Shares authorized for issuance thereunder by 11 million Shares to 62 million
Shares; it does not make any other changes to the Current ESPP. If this proposal is rejected by shareholders, the total number of
Shares authorized and reserved for issuance under the ESPP will remain at 51 million, of which approximately 4,090,538
remained available for issuance as of July 8, 2022. Based on our current forecasts and estimated participation rates, if the
Amended ESPP is not approved, it is anticipated that the Current ESPP will run out of available Shares in approximately fiscal
year 2024.

We believe that the ESPP furthers the interests of the Company and our shareholders by aligning employees' interests with those
of our shareholders, reinforcing a culture of ownership, and enhancing the Company's ability to attract and retain highly qualified
and motivated employees in a competitive marketplace. To continue to provide employees with benefits under the ESPP, we
believe that additional Shares must be authorized because the number of Shares remaining available for issuance under the
Current ESPP will not be sufficient in light of the expected levels of ongoing participation.

In considering its recommendation to seek shareholder approval for the addition of 11 million Shares to the ESPP, the Board
considered the historical number of Shares purchased under the ESPP in the past 5 fiscal years. The Board also considered the
Company’s expectation that the additional Shares should last through approximately fiscal year 2027. However, the additional

2022 PROXY STATEMENT 54

Shares could last for a longer or shorter period of time based on various factors which cannot be predicted, including the growth
of our employee population, future ESPP offering practices, our Share price, and prevailing market conditions. In the event that
more Shares are required for the ESPP in the future, the prior approval of our shareholders will be required.

DESCRIPTION OF THE AMENDED ESPP

ELIGIBILITY
The Amended ESPP is a broad-based plan in which almost all active employees of the Company and its participating subsidiaries
are eligible to participate, except for the following: (a) any employee who has been employed less than one month when an
offering commences, (b) any employee whose customary employment is less than 20 hours per week, and (c) any employee who
would, immediately after the purchase right grant for an offering, own or be deemed to own stock (including any stock the
employee may purchase under outstanding purchase rights) representing five percent or more of the total combined voting power
or value of all classes of stock of the Company or any subsidiary of the Company. As of July 8, 2022, approximately 36,540
employees, including all 7 executive officers, were eligible to participate in the ESPP.

SHARES AUTHORIZED FOR ISSUANCE

As noted above, if shareholders approve this proposal, the total number of Shares authorized and reserved for issuance under
the Amended ESPP will be 62 million Shares. Such number of Shares is subject to adjustment in the event of any stock dividend,
stock split, combination of shares, recapitalization, or other change in the outstanding Shares. As of July 8, 2022, the closing
price of our Shares on the New York Stock Exchange was $107.93 per Share.

ADMINISTRATION
The Board has delegated to the Company's senior human resources executive (the "Authorized Officer") all authority for
administration of the Amended ESPP and such Authorized Officer may delegate some or all of his or her duties and authority to
one or more Company employees. The Authorized Officer may promulgate rules and regulations, adopt forms for use in
connection with the Amended ESPP, decide any question of interpretation or rights arising under, and generally supervises the
administration of, the Amended ESPP. Unless otherwise determined by the Board, all determinations and decisions of the
Authorized Officer or the Board will be conclusive. The Company pays all expenses of the Amended ESPP.

OFFERINGS
The Amended ESPP is implemented by a series of six-month offerings, with a new offering commencing on April 1 and October 1
of each year. The first day of each offering is the "offering date" for that offering, and the last day of each offering is the "purchase
date" for that offering. An eligible employee who joins the Amended ESPP (a "participant") may purchase Shares only through
payroll deductions permitted under the Amended ESPP. Payroll deductions must be not less than 1% nor more than 10% of the
participant's eligible compensation.

The maximum number of Shares that any participant may purchase in any single offering is 500 Shares. In addition, the terms of
an offering may not allow a participant's right to purchase Shares under all stock purchase plans of the Company and its
subsidiaries to which Section 423 of the Code applies to accrue at a rate that exceeds $25,000 of fair market value of Shares, as
determined on the offering date, in any calendar year.

Eligible employees voluntarily elect whether or not to enroll in the Amended ESPP by submitting a subscription and payroll
deduction authorization to the Company or its agent in a form and manner and by the deadline set by the Authorized Officer. A
participant may terminate participation in the Amended ESPP by written notice to the Company submitted no later than the
"change deadline" for that offering, which is the number of days before the purchase date established by the Authorized Officer.
Participation in the Amended ESPP will also terminate when a participant ceases to be an eligible employee for any reason,
including death or retirement. An employee may not reinstate participation in the Amended ESPP with respect to a particular
offering after terminating participation in the Amended ESPP with respect to that offering, but may participate in subsequent
offerings. Generally, upon termination of a participant's participation in the Amended ESPP, all amounts deducted from the
participant's pay that had not yet been used to purchase Shares will be returned to the employee. The rights of participants under
the Amended ESPP are not transferable.

PURCHASE PRICE
The price at which Shares may be purchased in an offering is the lower of (a) 85 percent of the fair market value of a Share on
the offering date of the offering or (b) 85 percent of the fair market value of a Share on the purchase date of the offering. The fair
market value of a Share on any date is the closing price on the immediately preceding trading day of the Share on the New York

55 NIKE, INC.
Stock Exchange or, if the Share is not traded on the New York Stock Exchange, such other reported value of the Share as may
be specified by the Board.

PURCHASE OF SHARES; CUSTODIAN

All participant payroll deductions will be credited to the participant's account under the Amended ESPP. No interest will be paid on
such accounts, unless otherwise determined by the Authorized Officer. On each purchase date, the amount of the account of
each participant will be applied to the purchase of Shares (including fractional Shares) by such participant from the Company at
the purchase price (described above). Any cash balance remaining in a participant's account after a purchase date will be repaid
to the participant. Shares purchased under the Amended ESPP are delivered to and held in the custody of a custodian (the
"Custodian"), which is an investment or financial firm appointed by the Authorized Officer. By appropriate instructions to the
Custodian, a participant may from time to time sell all or part of the Shares held by the Custodian for the participant's account in
the public market at the market price at the time the order is executed. Also by appropriate instructions, the participant may
transfer all or part of the Shares held for that participant by the Custodian to the participant or to a regular individual brokerage
account in the participant's own name, except that no Shares may be so transferred until two years after the offering date of the
offering in which the Shares were purchased.

DIVIDENDS AND OTHER DISTRIBUTIONS; REINVESTMENT

Stock dividends and other distributions in Shares, with respect to Shares held by the Custodian, will be issued to the Custodian
and held by it for the account of the respective participants entitled to such dividends or other distributions. Cash distributions
other than dividends, if any, on Shares held by the Custodian will be paid currently to the participants entitled to such
distributions. Cash dividends, if any, on Shares held by the Custodian may be reinvested in Shares on behalf of the participants
entitled to such dividends. The Custodian will establish a separate account for each participant for the purpose of holding any
Shares acquired through reinvestment of participants' dividends.

TERMINATION AND AMENDMENT

The Amended ESPP will terminate when all of the Shares reserved for purposes of the Amended ESPP have been purchased,
provided that the Board or the Authorized Officer in their sole discretion may terminate the Amended ESPP at any time with
respect to any participating subsidiary and the Board in its sole discretion may at any time terminate the Amended ESPP
completely.

The Board or the Authorized Officer may at any time amend the Amended ESPP in any and all respects, except that only the
Board may change (a) the number of Shares reserved for the Amended ESPP, (b) the maximum percentage of a participant's
eligible compensation that may be deducted from a participant's paycheck during an offering, (c) the purchase price of Shares
offered pursuant to the Amended ESPP, (d) the maximum number of Shares that any participant may purchase in any single
offering or certain other purchase limitations, or (e) certain other terms of the Amended ESPP relating to the offering and
purchase dates. Notwithstanding the foregoing, the Board may not without shareholder approval increase the number of Shares
reserved for the Amended ESPP (except for certain capital adjustments, described above under "Shares Authorized for
Issuance") or decrease the purchase price of Shares offered pursuant to the Amended ESPP.

FUTURE ESPP BENEFITS

Participation in the Amended ESPP is voluntary and dependent on each eligible employee's election to participate and his or her
determination as to the level of payroll deductions. Further, the number of Shares that may be purchased under the Amended
ESPP is determined, in part, by the price of our Shares on the first and last day of each offering. Accordingly, the actual number
of Shares that may be purchased by any eligible individual in the future is not determinable.

SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary under current law of the material U.S. federal income tax consequences to participants in the
Amended ESPP. This summary deals with the general tax principles that apply and is provided only for general information.
Certain types of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and
may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of
income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized
tax information is not tax advice.

The Amended ESPP is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code.
Under the Code, employees will not recognize taxable income or gain with respect to Shares purchased under the Amended
ESPP either at the offering date or the purchase date of an offering. If an employee disposes of Shares purchased under the

2022 PROXY STATEMENT 56

Amended ESPP more than two years after the offering date, or in the event of the employee's death at any time, the employee or
the employee's estate generally will be required to report as ordinary compensation income for the taxable year of disposition or
death an amount equal to the lesser of (a) the excess of the fair market value of the Shares at the time of disposition or death
over the applicable purchase price, or (b) 15 percent of the fair market value of the Shares on the offering date. In the case of
such a disposition or death, the Company will not be entitled to any deduction from income. Any gain on the disposition in excess
of the amount treated as ordinary compensation income generally will be capital gain.

If an employee disposes of Shares purchased under the Amended ESPP within two years after the offering date, the employee
generally will be required to report the excess of the fair market value of the Shares on the purchase date over the applicable
purchase price as ordinary compensation income for the year of disposition. If the disposition is by sale, any difference between
the fair market value of the Shares on the purchase date and the disposition price generally will be capital gain or loss. In the
event of a disposition within two years after the offering date, the Company generally will be entitled to a deduction (subject to
applicable limits under the Code) from income in the year of such disposition equal to the amount the employee is required to
report as ordinary compensation income.

PURCHASES UNDER THE ESPP

The table below provides information on the number of Shares purchased by the following employees and groups since the
inception of the ESPP through July 8, 2022. Non-employee directors are not eligible for participation in the ESPP. No associate of
a non-employee director, nominee for election as a director or executive officer has purchased shares under the ESPP and no
participating employee has purchased five percent or more of the total amount of Shares purchased under the ESPP.

NAME AND POSITION NUMBER OF SHARES PURCHASED

John Donahoe II
—
President and Chief Executive Officer
Mark Parker
—
Executive Chairman
Matthew Friend
3,892
Executive Vice President and Chief Financial Officer
Andrew Campion
4,523
Chief Operating Officer
Heidi O'Neill
5,823
President, Consumer and Marketplace
All current executive officers as a group 23,780
All non-employee directors as a group —
All employees (including all current officers who are
46,933,242
not executive officers) as a group

57 NIKE, INC.
SHAREHOLDER PROPOSAL
PROPOSAL 5

TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING A

POLICY ON CHINA SOURCING
The following shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the
shareholder proponent. Domini Impact Equity Fund, 180 Maiden Lane, Suite 1302, New York, NY 10038, a beneficial owner of
at least $25,000 of Class B Stock, submitted the Proposal together with co-filer Vancity Investment Management Canadian
Equity Fund (700 815 West Hastings Street, Vancouver, BC V6C 1B4, beneficial owner of 7,105 shares of Class B Stock). The
Board of Directors recommends a vote AGAINST the proposal and asks shareholders to read through NIKE's response which
follows the shareholder proposal.

SUPPORTING STATEMENT:

It has been reported that as many as 1.8 million Uyghur people, a Muslim ethnic minority group in China, have been arbitrarily
detained and forced to endure severe human rights abuses, including forced labor, torture, and political indoctrination in the
Xinjiang Uyghur Autonomous Region (Uyghur Region) since 2017 by the Government of the People’s Republic of China.
Reports indicate they have been subjected to forced labor at virtually all workplaces, including in the cotton supply chain.1 The
Uyghur Region produces approximately 85% of China's cotton, and Nike's manufacturing data suggests that about 30% of its
materials were from Chinese factories.2

Traditional supply chain risk mitigation measures, such as worker interviews and third-party audits, are unreliable or not
effective in this unique, high-risk, conflict affected context.3 International labor auditors that conduct site visits and audits have
been threatened, had their offices raided and closed, or been forced to leave the region.4

Companies may face legal, regulatory, and business continuity risk associated with China and the Uyghur Region. Global
leaders understand the urgency of this issue and are acting on it. For example, the Uyghur Forced Labor Prevention Act
(UFLPA), prohibiting importation to the United States of goods produced in the Uyghur Region, will enter into force in June
2022. The UFLPA covers goods produced with forced labor in China, not limited to the Uyghur Region, showing that this risk
extends beyond the region. The U.S. State Department and other agencies issued the Xinjiang Supply Chain Business Advisory
("Business Advisory") due to the severity and extent of forced labor and other human rights abuses, noting the risks to
businesses that do not exit the region.5

Nike's long leadership in supply chain transparency is evidenced by its manufacturing map, robust policies, and industry
collaboration. The company has acknowledged concerns regarding reports of forced labor in the Uyghur Region, stated it does
not directly source from there and highlighted cotton traceability at the raw materials level as an area of focus.6 However, in this
unique context, Nike's efforts are inadequate. Its supply chain transparency covers primarily its "Tier 1" direct suppliers, and
forced labor risks extend to raw material sourcing and manufacturing at further tiers. Sourcing and manufacturing cotton from
China, not limited solely to the Uyghur Region, exposes Nike to legal and reputational risk. Nike has been named in a criminal
complaint filed in the Netherlands in 2021 and various reports relating to the issue.7 Other companies have not only stopped
sourcing from the Uyghur Region, but eliminated cotton from China throughout their supply chain to fulfill supply chain
commitments prohibiting forced labor.8 Nike's current actions leave shareholders concerned that cotton produced with forced
labor may be in Nike's products.

Resolved: Shareholders request that Nike adopt a policy to pause sourcing of cotton and other raw materials from China until
the U.S. government Business Advisory is lifted or rescinded.
1
https://www.shu.ac.uk/helena-kennedy-centre-international-justice/research-and-projects/all-projects/laundered-cotton
2
https://www.rfa.org/english/news/uyghur/cotton-12152020155916.html; https://manufacturingmap.nikeinc.com/
3
https://www.cecc.gov/sites/chinacommission.house.gov/files/documents/CECC%20Staff%20Report%20March%202020%20-%20Global
%20Supply%20Chains%2C%20Forced%20Labor%2C%20and%20the%20Xinjiang%20Uyghur%20Autonomous%20Region.pdf
4
https://www.business-humanrights.org/fr/derni%C3%A8res-actualit%C3%A9s/china-closes-us-labour-auditor-as-tensions-mount-over-forced-
labour-allegations/
5
https://www.state.gov/wp-content/uploads/2021/07/Xinjiang-Business-Advisory-13July2021-1.pdf
6
https://purpose.nike.com/statement-on-xinjiang
7
https://www.scmp.com/news/china/article/3158093/nike-patagonia-ca-named-dutch-criminal-filing-chinese-forced-labour; https://
acrobat.adobe.com/link/track?uri=urn:aaid:scds:US:e38ce54f-684d-4d55-8e62-ddc7ea20d9c9#pageNum=18; https://www.aspi.org.au/report/
uyghurs-sale
8
https://enduyghurforcedlabour.org/fashion/;
https://www.llbean.com/dept_resources/shared/L.L.Bean_Statement_on_Chinese_Cotton.pdf?nav=C3tbX-
518056&qs=3080290_tv2R4u9rImY-IDPF4dKPdDwGVPlS_q_etw&cvosrc=Affiliate.linkshare.tv2R4u9rImY

2022 PROXY STATEMENT 58

OPPOSITION STATEMENT
The Board of Directors recommends that shareholders vote AGAINST this proposal because:
• NIKE does not directly source cotton or raw materials, and we are committed to responsibly and sustainably sourcing
our products, including the materials used throughout our supply chain, in a manner that respects human rights and
promotes sustainable innovation. That is why our sourcing approach focuses on foundational expectations; gender
equity; health & safety; worker engagement and well-being; and environmental responsibility;
• The Corporate Responsibility, Sustainability & Governance Committee provides oversight of management's efforts to
ensure that the Company's dedication to sustainability innovation (including environmental sustainability and human
rights) is reflected in its business operations;
• NIKE runs our business in an ethical way, and that commitment extends to the contract manufacturers who make our
products. We collaborate with suppliers who share our commitment to responsible manufacturing, as measured by
compliance with the standards laid out in our Supplier Code of Conduct and Code Leadership Standards, which can
be found on our website; and
• Our current initiatives, which are discussed further on our website, help to drive changes throughout NIKE's supply
chain and promote human rights and responsible manufacturing. NIKE expects all our suppliers to share our
commitment to respecting the rights of workers and advancing their welfare, with particular care for people with unique
vulnerabilities such as women, migrants, and temporary workers. While we have worked hard to develop and
implement policies and procedures that bring our commitment to life, we are always looking to evolve and improve.
We believe that these efforts are a better approach to promoting human rights and sustainability than prohibiting
sourcing with respect to any particular country.

NIKE is deeply committed to ethical and responsible manufacturing. NIKE's approach to sourcing begins with building
long-term relationships with manufacturing suppliers who share our commitment to making products responsibly and
sustainably. The majority of Nike footwear and branded apparel is made by supplier groups that we have worked with for over
15 years. NIKE's code of conduct for suppliers ("Supplier Code") and Code Leadership Standards ("CLS"), which are publicly
available on our website and translated into 15 languages, set strong expectations for our manufacturing partners, as well as
procedures for ensuring compliance with such expectations.

We monitor compliance with the Supplier Code and CLS through regular audits, both announced and unannounced, to track the
environmental and social performance of our manufacturing partners against those expectations. In the event of
noncompliance, we investigate immediately. If improvements are required, we take a collaborative approach to working with
suppliers to verify corrective actions are taken, problems are remediated, and managers have onsite verification. Should a
supplier fail to remediate issues identified by an audit, it is subject to review and sanctions, including potential termination of the
supplier relationship.

NIKE's commitment to ethical practices in our own operations and our supply chain begins at the highest level. The
Board's Corporate Responsibility, Sustainability & Governance Committee reviews and evaluates the Company's significant
strategies, activities, policies, investments, and programs regarding corporate purpose, including corporate responsibility,
sustainability, human rights, and global community and social impact, and provides oversight of management's efforts to ensure
that the Company's dedication to sustainability (including environmental sustainability and human rights) is reflected in our
business operations.

While NIKE does not directly source cotton or raw materials, traceability at the raw materials level is an area of ongoing focus
and board oversight. We are working closely with our suppliers, industry associations, brands and other stakeholders to pilot
traceability approaches and map material sources to more proactively manage risks and opportunities and better track our
sustainability efforts.

NIKE continues to evolve and strengthen our expectations and practices. NIKE continues to refine its approach to supplier
sustainability. We continue to adopt new strategies to ensure that our suppliers grow with our business in a sustainable and safe
way. We develop five-year targets to enhance NIKE's sustainable sourcing practices, which are disclosed to shareholders in our
Impact Report. Historically we have set an ambitious target of sourcing 100% from facilities that meet our foundational labor,
health, safety, and environmental standards, focusing on finished goods manufacturing partners that we contract with directly.
For our 2025 targets, we expanded the scope of this target to include key material suppliers (supplying approximately 90% of
our footwear uppers and apparel materials) and focus distribution centers (representing at least 80% of volume). As of fiscal
2021, 85% of the facilities in our extended supply chain, including 100% of finished good suppliers, are in compliance with our
foundational expectations. Our Impact Report includes a roadmap to get this number to 100% by 2025.

In addition, in fiscal year 2021, we updated our Supplier Code to better reflect our priorities across labor, health and safety and
the environment, drive consistency across the NIKE supply chain and meet our 2025 targets. As part of these changes, we
added a new requirement for suppliers to develop and share their own internal Code of Conduct. This supports our expectation
that suppliers will fully integrate our standards into their own business practices and compliance policies. We also strengthened
expectations on identifying and addressing forced labor, child labor and freedom of association by elevating key risks of forced
labor beyond recruitment fees to include freedom of movement, debt bondage and building sufficient systems to manage
employment relationship of vulnerable worker groups like foreign workers. We clarified examples of hazardous work to align
with the minimum working age and elevated requirements around non-retaliation or interference/intimidation to prevent right to
freely associate.

59 NIKE, INC.
As always, we plan to support our suppliers as we work together to meet our aggressive targets and implement the changes in
our Supplier Code. We have transitioned to common industry assessments on environment, labor, and health and safety to
reduce duplication and audit fatigue for suppliers working with multiple brands, and to ensure that we work with others in the
industry to drive impact with a unified voice. We have also enhanced supplier access to training and capacity building to
improve management systems, adopt technical improvements in environmental, labor, health and safety standards, and to
sustain those improvements.

NIKE is committed to sharing with our stakeholders how we manage social and environmental issues and impacts. At
NIKE, we set open goals and implement transparent policies to promote human rights and ensure our products are ethically
produced, while sharing our progress and learnings along the way. Our annual Impact Report contains robust disclosure
regarding our foundational expectations and five-year targets. Each year's report highlights our progress towards our targets
and describes the work undertaken to support that progress.

The Responsible Sourcing page of our website goes into further detail, including our updated Supplier Code, a description of
the changes we made to our code in fiscal 2021, and our CLS, which specifies how contract manufacturers should implement
the Supplier Code and articulates how we measure supplier compliance efforts and progress against our Supplier Code,
including specific requirements on the management of key forced labor risks.

Finally, we published the NIKE, Inc. Statement on Forced Labor, Human Trafficking and Modern Slavery for Fiscal Year 2021 on
our website. The statement describes NIKE's commitment to ethical and responsible manufacturing, our ongoing supplier
diligence and monitoring to identify and assess potential forced labor risks, how we engage with suppliers to prioritize the well-
being of their workers, and our partnerships with various organizations to drive collaborative efforts to address critical human
rights risks, such as forced labor.

In summary, NIKE continues to work tirelessly to ensure that respect for people and the planet is integrated throughout NIKE's
entire supply chain and to disclose our initiatives and policies around sustainable sourcing so our shareholders have meaningful
insight into our progress in this area. We believe that our decades of commitment to these issues have led to more effective and
impactful solutions than would be accomplished by prohibiting sourcing from any particular country. The Board of Directors
believes that the Company's policies effectively articulate our long-standing support for, and continued commitment to, human
rights and sustainable sourcing, rendering the proposal ineffective and unnecessary.

BOARD RECOMMENDATION
X The Board of Directors recommends that shareholders vote AGAINST the shareholder proposal.

2022 PROXY STATEMENT 60

STOCK OWNERSHIP INFORMATION
STOCK HOLDINGS OF CERTAIN OWNERS AND
MANAGEMENT
The following table sets forth the number of shares of the classes of NIKE securities beneficially owned, as of June 30, 2022,
after giving effect to any transactions that occurred on such date, by (1) each person known to the Company to be the beneficial
owner of more than 5 percent of any class of the Company's securities, (2) each of the directors and nominees for director, (3)
each executive officer listed in the Summary Compensation Table ("Named Executive Officers"), and (4) all directors, Named
Executive Officers, and other executive officers as a group. Because Class A Stock is convertible into Class B Stock on a share-
for-share basis, each beneficial owner of Class A Stock is deemed by the SEC to be a beneficial owner of the same number of
shares of Class B Stock. Therefore, in indicating a person's beneficial ownership of shares of Class B Stock in the table, it has
been assumed that such person has converted into Class B Stock all shares of Class A Stock of which such person is a
beneficial owner. For these reasons the table contains substantial duplications in the numbers of shares and percentages of
Class A and Class B Stock shown for Swoosh, LLC, Philip Knight, and the Travis A. Knight 2009 Irrevocable Trust II. In addition,
unless otherwise indicated, all persons named below can be reached c/o Corporate Secretary, NIKE, Inc., One Bowerman Drive,
Beaverton, Oregon 97005-6453.

SHARES BENEFICIALLY PERCENT OF

TITLE OF CLASS OWNED(1) CLASS(2)
Cathleen A. Benko Class B 9,138 —
Elizabeth J. Comstock Class B 18,839 —
(3)
Timothy D. Cook Class B 46,639 —
(4) (3)(5)
John J. Donahoe II Class B 910,325 —
Thasunda B. Duckett Class B 4,748 —
Alan B. Graf, Jr. Class B 193,631 —
Peter B. Henry Class B 1,701 —
(6)
Travis A. Knight Class B 25,099 —
(4) (3)(5)
Mark G. Parker Class B 3,309,749 0.3%
Michelle A. Peluso Class B 23,973 —
John W. Rogers, Jr. Class B 25,681 —
Andrew Campion(4) Class B 360,932 (3)
—
(4) (3)
Matthew Friend Class B 177,140 —
(4) (3)
Heidi O'Neill Class B 164,318 —

61 NIKE, INC.
 SHARES BENEFICIALLY PERCENT OF
TITLE OF CLASS OWNED(1) CLASS(2)
Sojitz Corporation of America Preferred (7)
300,000 100.0%
1211 S.W. 5th Ave, Pacwest Center, Ste. 2220,
Portland, OR 97204
Philip H. Knight Class A 21,404,487 (8)
7.0%
One Bowerman Drive, Beaverton, OR 97005 (9)
Class B 34,740,174 2.7%
Swoosh, LLC Class A 233,500,000 (10)
76.6%
22990 NW Bennett Street, Hillsboro, OR 97124
Class B 233,500,000 15.6%
Travis A. Knight 2009 Irrevocable Trust II Class A 41,006,369 (11)
13.5%
22990 NW Bennett Street, Hillsboro, OR 97124 (11)
Class B 41,006,369 3.1%
The Vanguard Group Class B 106,359,777 8.3%
(12)
(12) (12)
(12)
100 Vanguard Blvd., Malvern, PA 19355 Class B 106,359,777 8.3%

BlackRock, Inc. Class B 89,983,773 7.0%

(13)
(13) (13)
(13)
55 East 52nd Street, New York, NY 10055 Class B 89,983,773 7.0%

All directors and executive officers as a group (16 persons) Class B 5,612,297 (3)(5)
0.4%
(1) A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the
person has the right to acquire beneficial ownership at any time within 60 days (such as through conversion of securities or exercise of stock options).
Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the beneficial owner or shared by the owner
and the owner's spouse or children.
(2) Omitted if less than 0.1 percent.
(3) These amounts include the right to acquire the following numbers of shares within 60 days after June 30, 2022 pursuant to the exercise of stock options:
14,000 shares for Mr. Cook, 788,117 shares for Mr. Donahoe, 1,866,930 shares for Mr. Parker, 347,080 shares for Mr. Campion, 164,589 shares for Mr.
Friend, 122,356 shares for Ms. O'Neill, and 3,587,473 shares for the executive officer and director group.
(4) Named Executive Officer listed in the Summary Compensation Table.
(5) Includes shares held in accounts under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan: 107 shares for Mr. Donahoe, 36,995 shares for Mr.
Parker, and 51,533 shares for the executive officer and director group.
(6) Does not include 233,500,000 shares of Class A Stock that are owned by Swoosh, LLC. Mr. Travis Knight has disclaimed beneficial ownership of all
such shares.
(7) Preferred Stock does not have general voting rights except as provided by law, and under certain circumstances as provided in the Company's Restated
Articles of Incorporation, as amended.
(8) Does not include 521,792 shares of Class A Stock that are owned by Mr. Philip Knight's spouse. Mr. Philip Knight has disclaimed ownership of all such
shares. Mr. Philip Knight holds the position Chairman Emeritus, and has a standing invitation to attend all meetings of the Board as a non-voting
observer.
(9) Does not include: (a) 521,792 shares of Class A Stock that are owned by Mr. Philip Knight's spouse, and (b) 29,586,056 shares of Class B Stock held by
the Knight Foundation, a charitable foundation in which Mr. Philip Knight and his spouse are directors. Mr. Philip Knight has disclaimed ownership of all
such shares.
(10) Information provided as of July 17, 2020 in the Form 4 filed by the shareholder.
(11) Includes 21,863,989 shares of Class A Stock held directly by the Travis A. Knight 2009 Irrevocable Trust II (the "Trust") and 19,142,380 shares of Class
A Stock held by an indirect subsidiary of the Trust. Mr. Travis Knight and members of his immediate family are among the beneficiaries of the Trust. Mr.
Travis Knight disclaims beneficial ownership of the Company's securities held directly and indirectly by the Trust, except to the extent of his pecuniary
interest therein.
(12) Information provided as of December 31, 2021 in Schedule 13G filed by the shareholder.
(13) Information provided as of December 31, 2021 in Schedule 13G filed by the shareholder.

2022 PROXY STATEMENT 62

TRANSACTIONS WITH RELATED PERSONS
Philip Knight, the father of NIKE director Travis Knight, serves as Chairman Emeritus, which provides a standing invitation for
Philip Knight to attend meetings of the Board and its committees as a non-voting observer. In fiscal 2022, as Chairman Emeritus,
Mr. Knight received an annual salary of $500,000, and medical and dental insurance coverage generally available to employees.

The Company's written policy requires the Corporate Responsibility, Sustainability & Governance Committee to review any
transaction or proposed transaction with a related person that would be required to be reported under Item 404(a) of Regulation
S-K, and to determine whether to ratify or approve the transaction, with ratification or approval to occur only if the committee
determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the
Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER

PARTICIPATION
The members of the Compensation Committee of the Board of Directors during fiscal 2022 were Timothy D. Cook, Cathleen A.
Benko, and Elizabeth J. Comstock. The committee is composed solely of independent, non-employee directors. No member of
the Compensation Committee has been an executive officer of the Company, and no member of the Compensation Committee
had any relationships requiring disclosure by the Company under the SEC's rules requiring disclosure of certain relationships and
related-party transactions. None of the Company's executive officers served as a director or member of a compensation
committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a
director or member of the Compensation Committee of the Company during fiscal 2022.

OTHER MATTERS
As of the time this proxy statement was printed, management was unaware of any proposals to be presented for consideration at
the Annual Meeting other than those set forth herein, but if other matters do properly come before the Annual Meeting, the
persons named in the proxy will vote the shares represented by such proxy according to their best judgment.

SHAREHOLDER PROPOSALS
A shareholder proposal (other than a proxy access nomination) intended for inclusion in the Company's proxy statement and form
of proxy for the 2023 annual meeting of shareholders must be received by the Corporate Secretary of NIKE, Inc. at
shareholder.proposals@Nike.com on or before March 30, 2023. Rules under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), describe standards as to the submission of shareholder proposals. A shareholder proxy access nomination
intended for inclusion in the Company's proxy statement and form of proxy for the 2023 annual meeting of shareholders must be
received, along with the other information required by the Company's Bylaws, by the Corporate Secretary of NIKE, Inc. at One
Bowerman Drive, Beaverton, Oregon 97005-6453, no earlier than February 28, 2023 and no later than March 30, 2023.

In addition, the Company's Bylaws require that any shareholder wishing to make a nomination for director or introduce a proposal
or other business at a shareholder meeting must give the Company at least 60 days' advance written notice (which for the 2022
annual meeting of shareholders was July 11, 2022) and that notice must meet certain other requirements described in the
Bylaws.

In addition to satisfying the foregoing requirements under the Company's Bylaws, to comply with the universal proxy rules,
shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees for the 2023
annual meeting of shareholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange
Act no later than July 11, 2023.

For the Board of Directors,

Mary I. Hunter
Vice President, Corporate Secretary

63 NIKE, INC.
EXHIBIT A

NIKE, INC.

EMPLOYEE STOCK PURCHASE PLAN

(As amended as of June 16, 2022)

1. Purpose of the Plan. NIKE, Inc. (the “Company”) believes that ownership of shares of its common stock by
employees of the Company and its Participating Subsidiaries (as defined below) is desirable as an incentive to better
performance and improvement of profits, and as a means by which employees may share in the rewards of growth and
success. The purpose of the Company’s Employee Stock Purchase Plan (the “Plan”) is to provide a convenient means
by which employees of the Company and Participating Subsidiaries may purchase the Company’s shares through
payroll deductions and a method by which the Company may assist and encourage such employees to become share
owners. The Company operates a Foreign Subsidiary Employee Stock Purchase Plan (as amended from time to time,
the “Foreign ESPP”) pursuant to which selected groups of employees of the Company’s foreign subsidiaries (“Foreign
Subsidiaries”) are provided a similar opportunity to purchase Company shares. Such groups of employees designated
as participating groups for purposes of the Foreign ESPP are hereinafter referred to as “Participating Foreign ESPP
Groups.”

2. Shares Reserved for the Plan. There are 62,000,000 shares of the Company’s authorized but unissued or reacquired
Class B Common Stock reserved for purposes of the Plan. The number of shares reserved for the Plan is subject to
adjustment in the event of any stock dividend, stock split, combination of shares, recapitalization or other change in the
outstanding Class B Common Stock of the Company. The determination of whether an adjustment shall be made and
the manner of any such adjustment shall be made by the Board of Directors of the Company (the “Board”), which
determination shall be conclusive.

3. Administration of the Plan. The Board has delegated to the Vice President of Global Human Resources of the
Company (or, if the officer who is the Company’s senior human resources executive shall have a title other than Vice
President of Global Human Resources, then such other officer) all authority for administration of the Plan and, in
connection with such delegation and unless otherwise determined by the Board, the Plan shall be administered by or
under the direction of such officer (the “Authorized Officer”), who may delegate some or all of his or her duties and
authority to one or more Company employees. The Authorized Officer may promulgate rules and regulations for the
operation of the Plan, adopt forms for use in connection with the Plan, and decide any question of interpretation of the
Plan or rights arising thereunder. The Authorized Officer may consult with counsel for the Company on any matter
arising under the Plan. Unless otherwise determined by the Board, all determinations and decisions of the Authorized
Officer or the Board shall be conclusive.

4. Eligible Employees. The Board hereby authorizes the purchase of shares of Class B Common Stock pursuant to the
Plan by employees of the Company and of each corporate subsidiary of the Company, but has delegated to the
Authorized Officer the authority to designate from time to time those subsidiaries which shall be participants in the Plan
(each such participating subsidiary being hereinafter called a “Participating Subsidiary”). All Eligible Employees (as
defined below) of the Company and all Eligible Employees of each Participating Subsidiary are eligible to participate in
the Plan. An “Eligible Employee” is an employee of the Company or a Participating Subsidiary who has been employed
by the Company or a Participating Subsidiary for at least one full month prior to the Offering Date (as defined below)
excluding, however, (a) any employee whose customary employment is less than 20 hours per week and (b) any
employee who would, after a purchase of shares under the Plan, own or be deemed (under Section 424(d) of the
Internal Revenue Code of 1986, as amended (the “Code”)) to own stock (including stock subject to any outstanding
options held by the employee) possessing 5 percent or more of the total combined voting power or value of all classes
of stock of the Company or any parent or subsidiary of the Company. The Board and Authorized Officer shall have the
sole discretion to determine whether an individual satisfies the definition of Eligible Employee under this Section 4 and
any such determination shall be final and binding on all parties. Notwithstanding the foregoing, any individual
retroactively determined to be an Eligible Employee by the Company, a court, or a governmental agency will be
permitted to participate only prospectively from the date of such determination, unless it is determined that the
Company’s decision was made in bad faith.

5. Offerings.

a. Offering and Purchase Dates. The plan shall be implemented by a series of six-month offerings (the “Offerings”),
with a new Offering commencing on April 1 and October 1 of each year. Each Offering commencing on April 1 of
any year shall end on September 30 of that year, and each Offering commencing on October 1 of each year of any

2022 PROXY STATEMENT 64

 year shall end on March 31 of the following year. The first day of each Offering is the “Offering Date” for that
Offering and the last day of each Offering is the “Purchase Date” for that Offering.

b. Grants; Limitations. On each Offering Date, each Eligible Employee shall be granted an option under the Plan
to purchase shares of Class B Common Stock on the Purchase Date for the Offering for the price determined
under paragraph 7 of the Plan exclusively through payroll deductions authorized under paragraph 6 of the Plan;
provided, however, that (i) no option shall permit the purchase of more than 500 shares, and (ii) no option may be
granted under the Plan that would allow an employee’s right to purchase shares under all stock purchase plans of
the Company and its parents and subsidiaries to which Section 423 of the Code applies to accrue at a rate that
exceeds $25,000 of fair market value of shares (determined at the date of grant) in any calendar year.

6. Participation in the Plan.

a. Initiating Participation. An Eligible Employee may participate in an Offering under the Plan by submitting to the
Company or its agent a subscription and payroll deduction authorization in the form specified by the Company.
The subscription and payroll deduction authorization must be submitted no later than the “Subscription Deadline,”
which shall be a number of days prior to the Offering Date with the exact number of days being established from
time to time by the Authorized Officer by written notice to Eligible Employees. Once submitted, a subscription and
payroll deduction authorization shall remain in effect unless amended or terminated, and upon the expiration of an
Offering the participants in that Offering will be automatically enrolled in the new Offering starting the following day.
The payroll deduction authorization will authorize the employing corporation to make payroll deductions in an
amount designated by the participant from each of the participant’s paychecks during the Offering. The designated
amount to be deducted from each paycheck must be a whole percentage of not less than one percent or more than
10 percent of the participant’s Compensation (as defined below) for the period covered by the paycheck; provided,
however, that the amount actually deducted from any paycheck shall not exceed the amount remaining after
deduction of all other required or elective withholdings and deductions from that paycheck. If payroll deductions
are made by a Participating Subsidiary, that corporation will promptly remit the amount of the deductions to the
Company.

b. Definition of Compensation. “Compensation” means amounts received by the participant from the Company or
Participating Subsidiary to the extent that the amounts are subject to federal income tax withholding on wages
under Section 3401(a) of the Code, determined without regard to any limitations based on the nature or location of
the employment or the services performed, and adjusted as follows:

i. Before-tax contributions to a non-qualified deferred compensation arrangement, contributions to a plan

qualified under Section 401(k) of the Code, and any amounts set aside by the participant from otherwise
taxable pay under a welfare benefit plan qualified under Section 125 of the Code or for qualified
transportation fringe benefits under Section 132 of the Code shall be included.

ii. Taxable expense reimbursements, any amount paid in lieu of unused paid-time off (before or after
termination of employment), moving expenses, welfare benefits, payments from a nonqualified deferred
compensation plan, amounts realized from the exercise of a stock option or lapse of restrictions on
restricted property, payments made in any form under the Company’s Long Term Incentive Plan (or
similar long term incentive arrangements maintained by a Participating Subsidiary), and adjustments for
overseas employment (other than any transfer premium) shall be excluded.

c. Amending Participation. After a participant has begun participating in the Plan by initiating payroll deductions,
the participant may amend the payroll deduction authorization (i) once during any Offering to decrease the amount
of payroll deductions, and (ii) effective for the first paycheck of a new Offering to either increase or decrease the
amount of payroll deductions. A request for a decrease in payroll deductions during an Offering must be submitted
to the Company in the form specified by the Company no later than the Change Deadline (as defined below) for
that Offering, and shall be effective for any paycheck only if the request is received by the Company at least 10
business days prior to the payday for that paycheck. A request for an increase or decrease in payroll deductions
effective for the first paycheck of a new Offering must be submitted to the Company in the form specified by the
Company no later than the Subscription Deadline for the new Offering. In addition, if the amount of payroll
deductions from any participant during an Offering exceeds the maximum amount that can be applied to purchase
shares in that Offering under the limitations set forth in paragraph 5(b) above, then (x) payroll deductions from the
participant shall cease and all such excess amounts shall be refunded to the participant, and (y) payroll deductions
from the participant shall restart as of the commencement of the next Offering at the rate set forth in the
participant’s then effective payroll deduction authorization.

65 NIKE, INC.
 d. Terminating Participation. After a participant has begun participating in the Plan by initiating payroll deductions,
the participant may terminate participation in the Plan by notice to the Company in the form specified by the
Company. To be effective to terminate participation in an Offering, a notice of termination must be submitted no
later than the “Change Deadline,” which shall be a number of days prior to the Purchase Date for that Offering
with the exact number of days being established from time to time by the Authorized Officer by written notice to
participants. Participation in the Plan shall also terminate when a participant ceases to be an Eligible Employee for
any reason, including death or retirement. A participant may not reinstate participation in the Plan with respect to a
particular Offering after once terminating participation in the Plan with respect to that Offering. Upon termination of
a participant’s participation in the Plan, all amounts deducted from the participant’s Compensation and not
previously used to purchase shares under the Plan shall be returned to the participant; provided, however, that, if
an employee’s participation in the Plan terminates because he or she has become an employee in a Participating
Foreign ESPP Group (and has therefore ceased to be an Eligible Employee), then, if such event occurs during an
offering under the Foreign ESPP (but after the offering date for that offering), (i) such amounts shall not be returned
to the participant, but shall instead be contributed and applied to the purchase of shares under the Foreign ESPP,
subject to the terms and conditions of the Foreign ESPP, and (ii) the employee shall otherwise participate in the
Foreign ESPP, subject to the terms and conditions of the Foreign ESPP.

7. Option Price. The price at which shares shall be purchased in an Offering shall be the lower of (a) 85% of the fair
market value of a share of Class B Common Stock on the Offering Date of the Offering or (b) 85% of the fair market
value of a share of Class B Common Stock on the Purchase Date of the Offering. The fair market value of a share of
Class B Common Stock on any date shall be the closing price on the immediately preceding trading day of the Class B
Common Stock on the New York Stock Exchange or, if the Class B Common Stock is not traded on the New York Stock
Exchange, such other reported value of the Class B Common Stock as shall be specified by the Board.

8. Purchase of Shares. All amounts withheld from the Compensation of a participant shall be credited to his or her
account under the Plan. No interest will be paid on such accounts, unless otherwise determined by the Authorized
Officer. On each Purchase Date, the amount of the account of each participant will be applied to the purchase of
shares (including fractional shares) by such participant from the Company at the price determined under paragraph 7
above. Any cash balance remaining in a participant’s account after a Purchase Date as a result of the limitations set
forth in paragraph 5(b) above shall be repaid to the participant.

9. Delivery and Custody of Shares. Shares purchased by participants pursuant to the Plan will be delivered to and held
in the custody of such investment or financial firm (the “Custodian”) as shall be appointed by the Authorized Officer.
The Custodian may hold in nominee or street name certificates for shares purchased pursuant to the Plan, and may
commingle shares in its custody pursuant to the Plan in a single account without identification as to individual
participants. By appropriate instructions to the Custodian, a participant may from time to time sell all or part of the
shares held by the Custodian for the participant’s account at the market price at the time the order is executed. If a
participant desires to sell all of the shares in his or her account, the Custodian or the Company will purchase any
fraction of a share in the account at the same price per share that the whole shares are sold on the market. By
appropriate instructions to the Custodian, a participant may obtain (a) transfer into the participant’s own name of all or
part of the whole shares held by the Custodian for the participant’s account and delivery of such whole shares to the
participant, or (b) transfer of all or part of the whole shares held for the participant’s account by the Custodian to a
regular individual brokerage account in the participant’s own name, either with the firm then acting as Custodian or with
another firm; provided, however, that no shares may be transferred under (a) or (b) until two years after the Offering
Date of the Offering in which the shares were purchased.

10. Records and Statements. The Custodian will maintain the records of the Plan. As soon as practicable after each
Purchase Date each participant will receive a statement showing the activity of his or her account since the preceding
Purchase Date and the balance on the Purchase Date as to both cash and shares. Participants will be furnished such
other reports and statements, and at such intervals, as the Authorized Officer shall determine from time to time.

11. Expense of the Plan. The Company will pay all expenses incident to operation of the Plan, including costs of record
keeping, accounting fees, legal fees, commissions and issue or transfer taxes on purchases pursuant to the Plan, on
dividend reinvestments and on delivery of shares to a participant or into his or her brokerage account. Unless
otherwise provided by the Board or the Authorized Officer in its discretion, the Company will not pay expenses,
commissions or taxes incurred in connection with sales of shares by the Custodian at the request of a participant.
Expenses to be paid by a participant will be deducted from the proceeds of sale prior to remittance.

2022 PROXY STATEMENT 66

 12. Rights Not Transferable. The right to purchase shares under this Plan is not transferable by a participant, and such
right is exercisable during the participant’s lifetime only by the participant. Upon the death of a participant, any cash
withheld and not previously applied to purchase shares, together with any shares held by the Custodian for the
participant’s account shall be transferred to the persons entitled thereto under the laws of the state of domicile of the
participant upon a proper showing of authority.

13. Dividends and Other Distributions; Reinvestment. Stock dividends and other distributions in shares of Class B
Common Stock of the Company on shares held by the Custodian shall be issued to the Custodian and held by it for the
account of the respective participants entitled thereto. Cash distributions other than dividends, if any, on shares held by
the Custodian will be paid currently to the participants entitled thereto. Cash dividends, if any, on shares held by the
Custodian may be reinvested in Class B Common Stock on behalf of the participants entitled thereto. The Custodian
shall establish a separate account for each participant for the purpose of holding any shares acquired through
reinvestment of participants’ dividends. On each dividend payment date, the Custodian shall receive from the Company
the aggregate amount of dividends payable with respect to all shares held by the Custodian for participants’ accounts
under the Plan. As soon as practicable thereafter, the Custodian shall use such portion of the funds designated for
reinvestment to purchase shares of Class B Common Stock in the public market, and shall then allocate such shares
(including fractional shares) among the dividend reinvestment accounts of the participants pro rata based on the
amount of dividends reinvested for such participants. For those participants receiving cash dividends, the Custodian
shall allocate the remainder of such funds among the accounts of such participants pro rata based upon the amount of
dividends received. A participant may sell or transfer shares in the participant’s dividend reinvestment account in
accordance with paragraph 9 above, except that there shall be no holding period required for a transfer from a dividend
reinvestment account.

14. Voting and Shareholder Communications. In connection with voting on any matter submitted to the shareholders of
the Company, the Custodian will cause the shares held by the Custodian for each participant’s accounts to be voted in
accordance with instructions from the participant or, if requested by a participant, furnish to the participant a proxy
authorizing the participant to vote the shares held by the Custodian for his or her accounts. Copies of all general
communications to shareholders of the Company will be sent to participants in the Plan.

15. Tax Withholding. Each participant who has purchased shares under the Plan shall immediately upon notification of
the amount due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local
tax withholding determined by the Company to be required. If the Company determines that additional withholding is
required beyond any amount deposited at the time of purchase, the participant shall pay such amount to the Company
on demand. If the participant fails to pay the amount demanded, the Company may withhold that amount from other
amounts payable by the Company to the participant, including salary, subject to applicable law.

16. Responsibility and Indemnity. Neither the Company, the Board, the Custodian, any Participating Subsidiary, any
Foreign Subsidiary, nor any member, officer, agent, or employee of any of them, shall be liable to any participant under
the Plan for any mistake of judgment or for any omission or wrongful act unless resulting from gross negligence, willful
misconduct or intentional misfeasance. The Company will indemnify and save harmless the Board, the Custodian and
any such member, officer, agent or employee against any claim, loss, liability or expense arising out of the Plan, except
such as may result from the gross negligence, willful misconduct or intentional misfeasance of such entity or person.

17. Conditions and Approvals. The obligations of the Company under the Plan shall be subject to compliance with all
applicable state and federal laws and regulations, compliance with the rules of any stock exchange on which the
Company’s securities may be listed, and approval of such federal and state authorities or agencies as may have
jurisdiction over the Plan or the Company. The Company will use its best effort to comply with such laws, regulations
and rules and to obtain such approvals.

18. Amendment of the Plan. Unless otherwise determined by the Board, the Board or the Authorized Officer may from
time to time amend the Plan in any and all respects; provided, however, that only the Board may change (a) the number
of shares reserved for purposes of the Plan, (b) the purchase price of shares offered pursuant to the Plan, (c) the terms
of paragraph 5 above, or (d) in paragraph 6(a) above the maximum percentage of a participant’s Compensation that
may be deducted from a participant’s paycheck during an Offering. Notwithstanding the foregoing, the Board may not
without the approval of the shareholders of the Company increase the number of shares reserved for purposes of the
Plan (except for adjustments authorized in paragraph 2 above) or decrease the purchase price of shares offered
pursuant to the Plan.

19. Termination of the Plan. The Plan shall terminate when all of the shares reserved for purposes of the Plan have been
purchased, provided that (a) the Board or the Authorized Officer in their sole discretion may at any time terminate the

67 NIKE, INC.
Plan with respect to any Participating Subsidiary, without any obligation on account of such termination, except as set
forth in the following sentence, and (b) the Board in its sole discretion may at any time terminate the Plan completely,
without any obligation on account of such termination, except as set forth in the following sentence. Upon any such
termination, the cash and shares, if any, held in the accounts of each participant to whom the termination applies shall
forthwith be distributed to the participant or to the participant’s order, provided that if prior to such termination, the Board
and shareholders of the Company shall have adopted and approved a substantially similar plan, the Board may in its
discretion determine that the accounts of each participant under this Plan to whom the termination applies shall be
carried forward and continued as the accounts of such participant under such other plan, subject to the right of any
participant to request distribution of the cash and shares, if any, held for his or her accounts.

2022 PROXY STATEMENT 68

FORM 10-K
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .

Commission File No. 1-10635

NIKE, Inc.
(Exact name of Registrant as specified in its charter)

Oregon 93-0584541
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
One Bowerman Drive, Beaverton, Oregon 97005-6453
(Address of principal executive offices and zip code)
(503) 671-6453
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

Class B Common Stock NKE New York Stock Exchange
(Title of each class) (Trading symbol) (Name of each exchange on which registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE

Indicate by check mark: YES NO

• if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ ¨
• if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ þ
• whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities þ ¨
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
• whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to þ ¨
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
• whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
• if an emerging growth company, if the registrant has elected not to use the extended transition period for ¨
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
• whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of ☑
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report.
• whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ þ

As of November 30, 2021, the aggregate market values of the Registrant's Common Stock held by non-affiliates were:
Class A $ 12,101,887,328
Class B 215,898,023,875
$ 227,999,911,203

As of July 8, 2022, the number of shares of the Registrant's Common Stock outstanding were:
Class A 304,903,252
Class B 1,263,652,653
1,568,555,905

DOCUMENTS INCORPORATED BY REFERENCE:

Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September 9, 2022, are incorporated by reference into Part III of
this Report.
NIKE, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PAGE
PART I 1
ITEM 1. Business 1
General 1
Products 1
Sales and Marketing 2
Our Markets 2
Significant Customer 3
Product Research, Design and Development 3
Manufacturing 3
International Operations and Trade 4
Competition 5
Trademarks and Patents 5
Human Capital Resources 6
Information about our Executive Officers 8
ITEM 1A. Risk Factors 9
ITEM 1B. Unresolved Staff Comments 24
ITEM 2. Properties 24
ITEM 3. Legal Proceedings 24
ITEM 4. Mine Safety Disclosures 24

PART II 25
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25
ITEM 6. Selected Financial Data 27
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 50
ITEM 8. Financial Statements and Supplementary Data 52
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93
ITEM 9A. Controls and Procedures 93
ITEM 9B. Other Information 93
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 93

PART III 94
(Except for the information set forth under “Information about our Executive Officers” in Item 1 above, Part III is
incorporated by reference from the Proxy Statement for the NIKE, Inc. 2022 Annual Meeting of Shareholders.)
ITEM 10. Directors, Executive Officers and Corporate Governance 94
ITEM 11. Executive Compensation 94
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 94
ITEM 13. Certain Relationships and Related Transactions and Director Independence 94
ITEM 14. Principal Accountant Fees and Services 94

PART IV 95
ITEM 15. Exhibits and Financial Statement Schedules 95
ITEM 16. Form 10-K Summary 99
Signatures 101
PART I
ITEM 1. BUSINESS
GENERAL
NIKE, Inc. was incorporated in 1967 under the laws of the State of Oregon. As used in this report, the terms “we,” “us,” “NIKE”
and the “Company” refer to NIKE, Inc. and its predecessors, subsidiaries and affiliates, collectively, unless the context indicates
otherwise. Our NIKE digital commerce website is located at www.nike.com. On our NIKE corporate website, located at
investors.nike.com, we post the following filings as soon as reasonably practicable after they are electronically filed with, or
furnished to, the United States Securities and Exchange Commission (the “SEC”): our annual report on Form 10-K, our quarterly
reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended. Our definitive Proxy Statements are also posted
on our corporate website. All such filings on our corporate website are available free of charge. Copies of these filings are also
available on the SEC's website (www.sec.gov). Also available on our corporate website are the charters of the committees of our
Board of Directors, as well as our corporate governance guidelines and code of ethics; copies of any of these documents will be
provided in print to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive,
Beaverton, Oregon 97005-6453. Information contained on or accessible through our website is not incorporated into, and does
not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our website are
intended to be inactive textual references only.

Our principal business activity is the design, development and worldwide marketing and selling of athletic footwear, apparel,
equipment, accessories and services. NIKE is the largest seller of athletic footwear and apparel in the world. We sell our products
through NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms
(also referred to as "NIKE Brand Digital"), to retail accounts and to a mix of independent distributors, licensees and sales
representatives in virtually all countries around the world. We also offer interactive consumer services and experiences through
our digital platforms. Virtually all of our products are manufactured by independent contractors. Nearly all footwear and apparel
products are manufactured outside the United States, while equipment products are manufactured both in the United States and
abroad.

All references to fiscal 2022, 2021, 2020 and 2019 are to NIKE, Inc.'s fiscal years ended May 31, 2022, 2021, 2020 and 2019,
respectively. Any references to other fiscal years refer to a fiscal year ending on May 31 of that year.

PRODUCTS
Our NIKE Brand product offerings are aligned around our consumer construct focused on Men’s, Women’s and Kids’. We also
design products specifically for the Jordan Brand and Converse. We believe this approach allows us to create products that
better meet individual consumer needs while accelerating our largest growth opportunities.

NIKE’s athletic footwear products are designed primarily for specific athletic use, although a large percentage of the products are
worn for casual or leisure purposes. We place considerable emphasis on innovation and high-quality construction in the
development and manufacturing of our products. Our Men’s, Women’s and Jordan Brand footwear products currently lead in
footwear sales and we expect them to continue to do so.

We also sell sports apparel, which features the same trademarks and are sold predominantly through the same marketing and
distribution channels as athletic footwear. Our sports apparel, similar to our athletic footwear products, is designed primarily for
athletic use, although many of the products are worn for casual or leisure purposes, and demonstrates our commitment to
innovation and high-quality construction. Our Men’s and Women’s apparel products currently lead in apparel sales and we expect
them to continue to do so. We often market footwear, apparel and accessories in “collections” of similar use or by category. We
also market apparel with licensed college and professional team and league logos.

We sell a line of performance equipment and accessories under the NIKE Brand name, including bags, socks, sport balls,
eyewear, timepieces, digital devices, bats, gloves, protective equipment and other equipment designed for sports activities. We
also sell small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary, NIKE IHM, Inc.,
doing business as Air Manufacturing Innovation.

2022 FORM 10-K 1

 Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused
on basketball performance and culture using the Jumpman trademark. Sales and operating results for Jordan Brand products are
reported within the respective NIKE Brand geographic operating segments.

Our wholly-owned subsidiary brand, Converse, headquartered in Boston, Massachusetts, designs, distributes and licenses
casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell
trademarks. Operating results of the Converse brand are reported on a stand-alone basis.

In addition to the products we sell to our wholesale customers and directly to consumers through our NIKE Direct operations, we
have also entered into license agreements that permit unaffiliated parties to manufacture and sell, using NIKE-owned trademarks,
certain apparel, digital devices and applications and other equipment designed for sports activities.

We also offer interactive consumer services and experiences as well as digital products through our digital platforms, including
fitness and activity apps; sport, fitness and wellness content; and digital services and features in retail stores that enhance the
consumer experience.

SALES AND MARKETING

We experience moderate fluctuations in aggregate sales volume during the year. Historically, revenues in the first and fourth
fiscal quarters have slightly exceeded those in the second and third fiscal quarters. However, the mix of product sales may vary
considerably as a result of changes in seasonal and geographic demand for particular types of footwear, apparel and equipment,
as well as other macroeconomic, strategic, operating and logistics-related factors, as evidenced by the impact of the COVID-19
pandemic.

Because NIKE is a consumer products company, the relative popularity and availability of various sports and fitness activities, as
well as changing design trends, affect the demand for our products. We must, therefore, respond to trends and shifts in consumer
preferences by adjusting the mix of existing product offerings, developing new products, styles and categories and influencing
sports and fitness preferences through extensive marketing. Failure to respond in a timely and adequate manner could have a
material adverse effect on our sales and profitability. This is a continuing risk. Refer to Item 1A. Risk Factors.

OUR MARKETS
We report our NIKE Brand operations based on our internal geographic organization. Each NIKE Brand geographic segment
operates predominantly in one industry: the design, development, marketing and selling of athletic footwear, apparel and
equipment. The Company's reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa
(EMEA); Greater China; and Asia Pacific & Latin America (APLA), and include results for the NIKE and Jordan brands. The
Hurley brand results, prior to its divestiture in fiscal 2020, were included in North America. Sales through our NIKE Direct
operations are managed within each geographic operating segment.

Converse is also a reportable operating segment and operates predominately in one industry: the design, marketing, licensing
and selling of casual sneakers, apparel and accessories. Converse direct to consumer operations, including digital commerce,
are reported within the Converse operating segment results.

UNITED STATES MARKET

For fiscal 2022, NIKE Brand and Converse sales in the United States accounted for approximately 40% of total revenues,
compared to 39% for both fiscal 2021 and fiscal 2020. We sell our NIKE Brand, Jordan Brand and Converse products to
thousands of retail accounts in the United States, including a mix of footwear stores, sporting goods stores, athletic specialty
stores, department stores, skate, tennis and golf shops and other retail accounts. In the United States, we utilize NIKE sales
offices to solicit such sales. During fiscal 2022, our three largest United States customers accounted for approximately 22% of
sales in the United States.

Our NIKE Direct and Converse direct to consumer operations sell NIKE Brand, Jordan Brand and Converse products to
consumers through various digital platforms. In addition, our NIKE Direct and Converse direct to consumer operations sell
products through the following number of retail stores in the United States:

U.S. RETAIL STORES NUMBER

NIKE Brand factory stores 209
NIKE Brand in-line stores (including employee-only stores) 48
Converse stores (including factory stores) 87
TOTAL 344

2 NIKE, INC.
In the United States, NIKE has eight significant distribution centers. Five are located in or near Memphis, Tennessee, two of
which are owned and three of which are leased. Two other distribution centers, one located in Indianapolis, Indiana and one
located in Dayton, Tennessee, are leased and operated by third-party logistics providers. One distribution center for Converse is
located in Ontario, California, which is leased. There are other smaller distribution facilities located in various parts of the United
States, some of which are leased or operated by third parties.

INTERNATIONAL MARKETS
For fiscal 2022, non-U.S. NIKE Brand and Converse sales accounted for approximately 60% of total revenues, compared to 61%
for fiscal 2021 and fiscal 2020. We sell our products to retail accounts through our own NIKE Direct operations and through a mix
of independent distributors, licensees and sales representatives around the world. We sell to thousands of retail accounts and
ship products from 72 distribution centers outside of the United States. During fiscal 2022, NIKE's three largest customers outside
of the United States accounted for approximately 14% of total non-U.S. sales.

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

NON-U.S. RETAIL STORES NUMBER

NIKE Brand factory stores 597
NIKE Brand in-line stores (including employee-only stores) 47
Converse stores (including factory stores) 58
TOTAL 702

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

SIGNIFICANT CUSTOMER
No customer accounted for 10% or more of our consolidated net Revenues during fiscal 2022.

PRODUCT RESEARCH, DESIGN AND DEVELOPMENT

We believe our research, design and development efforts are key factors in our success. Technical innovation in the design and
manufacturing process of footwear, apparel and athletic equipment receives continued emphasis as we strive to produce
products that help to enhance athletic performance, reduce injury and maximize comfort, while decreasing our environmental
impact.

In addition to our own staff of specialists in the areas of biomechanics, chemistry, exercise physiology, engineering, digital
technologies, industrial design, sustainability and related fields, we also utilize research committees and advisory boards made
up of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists, physicians and other experts who consult with
us and review certain designs, materials and concepts for product and manufacturing, design and other process improvements
and compliance with product safety regulations around the world. Employee athletes, athletes engaged under sports marketing
contracts and other athletes wear-test and evaluate products during the design and development process.

As we continue to develop new technologies, we are simultaneously focused on the design of innovative products and
experiences incorporating such technologies throughout our product categories and consumer applications. Using market
intelligence and research, our various design teams identify opportunities to leverage new technologies in existing categories to
respond to consumer preferences. The proliferation of Nike Air, Zoom, Nike Free, Flywire, Dri-Fit, Flyknit, FlyEase, ZoomX, Air
Max, Nike React and Nike Adapt technologies, among others, typifies our dedication to designing innovative products.

MANUFACTURING
Virtually all of our footwear and apparel products are manufactured outside the United States by independent manufacturers with
whom we contract and refer to as “contract manufacturers.” Many of these contract manufacturers operate multiple finished
goods contract factories. We are also supplied, primarily indirectly, by a number of materials, or “Tier 2,” suppliers, who provide
the principal materials used in footwear and apparel finished goods products. As of May 31, 2022, we had 139 strategic Tier 2
suppliers.

2022 FORM 10-K 3

 As of May 31, 2022, we were supplied by 120 finished goods footwear contract factories located in 11 countries. For fiscal 2022,
contract factories in Vietnam, Indonesia and China manufactured approximately 44%, 30% and 20% of total NIKE Brand
footwear, respectively. The largest single footwear contract factory accounted for approximately 8% of total fiscal 2022 NIKE
Brand footwear production. For fiscal 2022, four footwear contract manufacturers each accounted for greater than 10% of
footwear production and in the aggregate accounted for approximately 58% of NIKE Brand footwear production.

As of May 31, 2022, we were supplied by 279 finished goods apparel contract factories located in 33 countries. For fiscal 2022,
contract factories in Vietnam, China and Cambodia manufactured approximately 26%, 20% and 16% of total NIKE Brand apparel,
respectively. The largest single apparel contract factory accounted for approximately 10% of total fiscal 2022 NIKE Brand apparel
production. For fiscal 2022, two apparel contract manufacturers each accounted for more than 10% of apparel production, and
the top five contract manufacturers in the aggregate accounted for approximately 54% of NIKE Brand apparel production.

NIKE’s contract manufacturers buy raw materials for the manufacturing of our footwear, apparel and equipment products. Most
raw materials are available and purchased by those contract manufacturers in the countries where manufacturing takes place.

The principal materials used in our footwear products are natural and synthetic rubber, plastic compounds, foam cushioning
materials, natural and synthetic leather, nylon, polyester and natural fiber textiles, as well as polyurethane films used to make
NIKE Air-Sole cushioning components. During fiscal 2022, Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities
near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St. Charles, Missouri, as well as contract manufacturers in China
and Vietnam, were our suppliers of NIKE Air-Sole cushioning components used in footwear.

The principal materials used in our apparel products are natural and synthetic fabrics, yarns and threads (both virgin and
recycled); specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and repel rain
and/or snow; and plastic and metal hardware.

In fiscal 2022, COVID-19 had impacts throughout our supply chain, including loss of production as well as production and
transportation delays. However, COVID-19 has not materially impacted the number or concentration of finished goods factories,
contract manufacturers, or Tier 2 suppliers in countries where we source footwear and apparel products. Despite competition for
certain materials during fiscal 2022, contract manufacturers were able to source sufficient quantities of raw materials for use in
our footwear and apparel products. Refer to Item 1A. Risk Factors, for additional discussion of the impact of COVID-19 and
sourcing risks on our business.

Since 1972, Sojitz Corporation of America (“Sojitz America”), a large Japanese trading company and the sole owner of our
redeemable preferred stock, has performed import-export financing services for us.

INTERNATIONAL OPERATIONS AND TRADE

Our international operations and sources of supply are subject to the usual risks of doing business abroad, such as the
implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping
measures, quotas, safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world,
political tensions, instability, conflicts, nationalism and terrorism, and resulting sanctions and other measures imposed in
response to such issues. We have not, to date, been materially affected by any such risk but cannot predict the likelihood of such
material effects occurring in the future.

In recent years, uncertain global and regional economic and political conditions have affected international trade and increased
protectionist actions around the world. These trends are affecting many global manufacturing and service sectors, and the
footwear and apparel industries, as a whole, are not immune. Companies in our industry are facing trade protectionism in many
different regions, and, in nearly all cases, we are working together with industry groups to address trade issues and reduce the
impact to the industry, while observing applicable competition laws. Notwithstanding our efforts, protectionist measures have
resulted in increases in the cost of our products, and additional measures, if implemented, could adversely affect sales and/or
profitability for NIKE, as well as the imported footwear and apparel industry as a whole.

We monitor protectionist trends and developments throughout the world that may materially impact our industry, and we engage
in administrative and judicial processes to mitigate trade restrictions. We are actively monitoring actions that may result in
additional anti-dumping measures and could affect our industry. We are also monitoring for and advocating against other
impediments that may limit or delay customs clearance for imports of footwear, apparel and equipment. NIKE also advocates for
trade liberalization for footwear and apparel in a number of regional and bilateral free trade agreements. Changes in, and
responses to, U.S. trade policies, including the imposition of tariffs or penalties on imported goods or retaliatory measures by
other countries, have negatively affected, and could in the future negatively affect, U.S. corporations, including NIKE, with
business operations and/or consumer markets in those countries, which could also make it necessary for us to change the way
we conduct business, either of which may have an adverse effect on our business, financial condition or our results of operations.
In addition, with respect to proposed trade restrictions, we work with a broad coalition of global businesses and trade
associations representing a wide variety of sectors to help ensure that any legislation enacted and implemented (i) addresses

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

Where trade protection measures are implemented, we believe we have the ability to develop, over a period of time, adequate
alternative sources of supply for the products obtained from our present suppliers. If events prevented us from acquiring products
from our suppliers in a particular country, our operations could be temporarily disrupted and we could experience an adverse
financial impact. However, we believe we could abate any such disruption, and that much of the adverse impact on supply would,
therefore, be of a short-term nature, although alternate sources of supply might not be as cost-effective and could have an
ongoing adverse impact on profitability.

Our international operations are also subject to compliance with the U.S. Foreign Corrupt Practices Act, or "FCPA", and other
anti-bribery laws applicable to our operations. We source a significant portion of our products from, and have important consumer
markets, outside of the United States. We have an ethics and compliance program to address compliance with the FCPA and
similar laws by us, our employees, agents, suppliers and other partners. Refer to Item 1A. Risk Factors for additional information
on risks relating to our international operations.

COMPETITION
The athletic footwear, apparel and equipment industry is highly competitive on a worldwide basis. 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, Li Ning, lululemon athletica, Puma, Under Armour and V.F. Corporation, among others. The intense
competition and the rapid changes in technology and consumer preferences in the markets for athletic and leisure footwear and
apparel and athletic equipment constitute significant risk factors in our operations. Refer to Item 1A. Risk Factors for additional
information.

NIKE is the largest seller of athletic footwear and apparel in the world. Important aspects of competition in this industry are:

• Product attributes such as quality; performance and reliability; new product style, design, innovation and development; as
well as consumer price/value.

• Consumer connection, engagement and affinity for brands and products, developed through marketing, promotion and
digital experiences; social media interaction; customer support and service; identification with prominent and influential
athletes, influencers, public figures, coaches, teams, colleges and sports leagues who endorse our brands and use our
products and active engagement through sponsored sporting events and clinics.

• Effective sourcing and distribution of products, with attractive merchandising and presentation at retail, both in-store and on
digital platforms.

We believe that we are competitive in all of these areas.

TRADEMARKS AND PATENTS

We believe that our intellectual property rights are important to our brand, our success and our competitive position. We
strategically pursue available protections of these rights and vigorously protect them against third-party theft and infringement.

We use trademarks on nearly all of our products and packaging, and in our marketing materials, and believe having distinctive
marks that are readily identifiable is an important factor in creating a market for our goods, in identifying our brands and the
Company, and in distinguishing our goods from the goods of others. We consider our NIKE and Swoosh Design trademarks to be
among our most valuable assets and we have registered these trademarks in over 190 jurisdictions worldwide. In addition, we
own many other trademarks that we use in marketing our products. We own common law rights in the trade dress of several
distinctive shoe designs and elements. For certain trade dress, we have sought and obtained trademark registrations.

We have copyright protection in our designs, graphics, software applications, digital goods and other original works. When
appropriate, we also obtain registered copyrights.

We file for, own and maintain many U.S. and foreign utility and design patents protecting components, technologies, materials,
manufacturing techniques, features, functionality, and industrial designs used in and for the manufacture of various athletic,
performance, and leisure footwear and apparel, including physical and digital versions thereof, athletic equipment, and digital
devices, and related software applications. These patents expire at various times.

We believe our success depends upon our capabilities in areas such as design, research and development, production and
marketing and is supported and protected by our intellectual property rights, such as trademarks, utility and design patents,
copyrights, and trade secrets, among others.

2022 FORM 10-K 5

 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 valuable. We also continue to vigorously protect our
intellectual property, including trademarks, patents and trade secrets against third-party infringement and misappropriation.

HUMAN CAPITAL RESOURCES

At NIKE, we consider the strength and effective management of our workforce to be essential to the ongoing success of our
business. We believe that it is important to attract, develop and retain a diverse and engaged workforce at all levels of our
business and that such a workforce fosters creativity and accelerates innovation. We are focused on building an increasingly
diverse talent pipeline that reflects our consumers, athletes and the communities we serve.

CULTURE
Each employee shapes NIKE’s culture through behaviors and practices. This starts with our Maxims, which represent our core
values and, along with our Code of Conduct, feature the fundamental behaviors that help anchor, inform and guide us and apply
to all employees. Our mission is to bring inspiration and innovation to every athlete in the world, which includes the belief that if
you have a body, you are an athlete. We aim to do this by creating groundbreaking sport innovations, making our products more
sustainably, building a creative and diverse global team, supporting the well-being of our employees and making a positive impact
in communities where we live and work. Our mission is aligned with our deep commitment to maintaining an environment where
all NIKE employees have the opportunity to reach their full potential, to connect to our brands and to shape the culture in which
they work. We believe providing for growth and retention of our employees is essential in fostering such a culture and are
dedicated to giving access to training programs and career development opportunities, including trainings on NIKE’s values,
history and business, trainings on developing leadership skills at all levels, tools and resources for managers and qualified tuition
reimbursement opportunities.

As part of our commitment to empowering our employees to help shape our culture, we source employee feedback through our
Engagement Survey program. The program provides every employee throughout the globe an opportunity to provide confidential
feedback on key areas known to drive employee engagement, including their satisfaction with their managers, their work and the
Company generally. The program also measures our employees’ emotional commitment to NIKE as well as NIKE’s culture of
diversity, equity and inclusion. NIKE also provides multiple points of contact for employees to speak up if they experience
something that does not align with our values or otherwise violates our workplace policies, even if they are uncertain what they
observed or heard is a violation of company policy.

As part of our commitment to make a positive impact on our communities, we maintain a goal of investing 2% of our prior fiscal
year’s pre-tax income into global communities, up from 1.5% in fiscal 2021. The focus of this investment continues to be inspiring
kids to be active through play and sport as well as uniting and inspiring communities to create a better and more equitable future
for all. Our community investments are an important part of our culture in that we also support employees in giving back to
community organizations through donations and volunteering, which are matched by the NIKE Foundation where eligible.

EMPLOYEE BASE
As of May 31, 2022, we had approximately 79,100 employees worldwide, including retail and part-time employees. We also
utilize independent contractors and temporary personnel to supplement our workforce.

None of our employees are represented by a union, except certain employees in the EMEA and APLA geographies are members
of and/or represented by trade unions, as allowed or required by local law and/or collective bargaining agreements. Also, in some
countries outside of the United States, local laws require employee representation by works councils (which may be entitled to
information and consultation on certain subsidiary decisions) or by organizations similar to a union. In certain European countries,
we are required by local law to enter into, and/or comply with, industry-wide or national collective bargaining agreements. NIKE
has never experienced a material interruption of operations due to labor disagreements.

DIVERSITY, EQUITY AND INCLUSION (DE&I)

DE&I is a strategic priority for NIKE and we are committed to having an increasingly diverse team and culture. We aim to foster
an inclusive workplace through recruitment, development and retention of diverse talent with the goal of expanding
representation across all dimensions of diversity over the long term. We remain committed to the targets announced in fiscal
2021 for the Company to work toward by fiscal 2025, including increasing representation of women in our global corporate
workforce and leadership positions, as well as increasing representation of U.S. racial and ethnic minorities in our U.S. corporate
workforce and at the Director level and above.

We continue to enhance our efforts to recruit diverse talent through our traditional channels and have launched new initiatives,
such as partnerships with athletes and sports-related organizations to create apprenticeship programs and new partnerships with

6 NIKE, INC.
organizations, colleges and universities that serve diverse populations. Additionally, we are prioritizing DE&I education so that all
NIKE employees and leaders have the cultural awareness and understanding to build diverse and inclusive teams. We also have
Employee Networks, collectively known as NikeUNITED, representing various employee groups.

Our DE&I focus extends beyond our workforce and includes our communities, which we support in a number of ways. We have
committed to investments that aim to address racial inequality and improve diversity and representation in our communities. 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.

COMPENSATION AND BENEFITS

NIKE’s total rewards are intended to be competitive and equitable, meet the diverse needs of our global teammates and reinforce
our values. We are committed to providing comprehensive, competitive and equitable pay and benefits to our employees, and we
have invested, and aim to continue to invest, in our employees through growth and development and well-being initiatives. Our
initiatives in this area include:

• We are committed to competitive pay and to reviewing our pay and promotion practices annually.

• We have an annual company bonus plan and a retail-focused bonus plan applicable to all eligible employees. Both programs
are focused on rewarding employees for company performance, which we believe reinforces our culture and rewards
behaviors that support collaboration and teamwork.

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

• Our Military Leave benefit provides up to 12 weeks of paid time off every 12 months, and we enhanced our Military Leave
benefit for employees called up to serve as part of the U.S. COVID-19 response.

• We offer free access to our Sport Centers at our World Headquarters (WHQ) for our full-time employees and North America
store employees.

• We provide employees free access to mindfulness and meditation resources, including membership to Headspace as well
as live classes through our Sport Centers.

• Our global Employee Assistance Program (EAP) provides free and confidential counseling to all global employees and their
families.

• We provide transgender healthcare coverage for eligible employees covered on the U.S. Health Plan, including access to
both restorative services and personal care.

COVID-19 RESPONSE
Since the start of the COVID-19 pandemic, the health and safety of our employees has remained a priority. We have continued to
follow and communicate guidance provided by the Centers for Disease Control and Prevention (CDC) and local public health
authorities, as well as mandates set by state and local law as a part of our continued response and focus on mitigating the
spread of COVID-19. We developed a comprehensive risk assessment, infection control plans, and employee education
campaigns. Our robust health and safety measures have included staffing a team of fully dedicated contact tracers, sourcing and
distributing over 1 million NIKE face coverings to teammates worldwide, facilitating access to COVID-19 testing, and offering on-
site vaccination clinics in collaboration with local public health agencies. As the pandemic continues, we continue to strongly
encourage that all employees become fully vaccinated. We continue to support our employees by offering all eligible employees
paid COVID-19 sick leave for two weeks, in addition to existing paid time off benefits and legally mandated sick leave programs,
which covers physical health, mental and emotional well-being and care for a family member. We also provide the option for
employees to utilize up to two weeks of paid time off in advance of accrued balances, if needed.

Additional information related to our human capital strategy can be found in our FY21 NIKE, Inc. Impact Report, which is
available on the Impact section of our website. Information contained on or accessible through our websites is not incorporated
into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to
our websites are intended to be inactive textual references only.

2022 FORM 10-K 7

 INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The executive officers of NIKE, Inc. as of July 21, 2022, are as follows:

Mark G. Parker, Executive Chairman — Mr. Parker, 66, is Executive Chairman of the Board of Directors
and served as President and Chief Executive Officer from 2006 - January 2020. He has been employed
by NIKE since 1979 with primary responsibilities in product research, design and development,
marketing and brand management. Mr. Parker was appointed divisional Vice President in charge of
product development in 1987, corporate Vice President in 1989, General Manager in 1993, Vice
President of Global Footwear in 1998 and President of the NIKE Brand in 2001.

John J. Donahoe II, President and Chief Executive Officer — Mr. Donahoe, 62, was appointed
President and Chief Executive Officer in January 2020 and has been a director since 2014. He brings
expertise in digital commerce, technology and global strategy. He previously served as President and
Chief Executive Officer at ServiceNow, Inc. Prior to joining ServiceNow, Inc., he served as President and
Chief Executive Officer of eBay, Inc. He also held leadership roles at Bain & Company for two decades.

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

Matthew Friend, Executive Vice President and Chief Financial Officer — Mr. Friend, 44, joined NIKE in
2009 as Senior Director of Corporate Strategy and Development, and was appointed Chief Financial
Officer of Emerging Markets in 2011. In 2014, Mr. Friend was appointed Chief Financial Officer of Global
Categories, Product and Functions, and was subsequently appointed Chief Financial Officer of the NIKE
Brand in 2016. He was also appointed Vice President of Investor Relations in 2019. Mr. Friend was
appointed as Executive Vice President and Chief Financial Officer of NIKE, Inc. in April 2020. Prior to
joining NIKE, he worked in the financial industry including roles as VP of investment banking and
mergers and acquisitions at Goldman Sachs and Morgan Stanley.

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

Monique S. Matheson, Executive Vice President, Chief Human Resources Officer — Ms. Matheson,
55, 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.

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

8 NIKE, INC.
ITEM 1A. RISK FACTORS
Special Note Regarding Forward-Looking Statements and Analyst Reports
Certain written and oral statements, other than purely historic information, including estimates, projections, statements relating to
NIKE’s business plans, objectives and expected operating or financial results and the assumptions upon which those statements
are based, made or incorporated by reference from time to time by NIKE or its representatives in this report, other reports, filings
with the SEC, press releases, conferences or otherwise, are “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or
achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely
result” or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in
reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the
following: health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; international, national and local
political, civil, economic and market conditions; the size and growth of the overall athletic or leisure footwear, apparel and
equipment markets; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear,
apparel and equipment for consumers and endorsers; demographic changes; changes in consumer preferences; popularity of
particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in
anticipating or forecasting changes in consumer preferences, consumer demand for NIKE products and the various market
factors described above; 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; 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, 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 and other factors referenced or incorporated by
reference in this report and other reports.

Risk Factors
The risks included here are not exhaustive. Other sections of this report may include additional factors which could adversely
affect NIKE’s business and financial performance. Moreover, NIKE operates in a very competitive and rapidly changing
environment. New risks emerge from time to time and it is not possible for management to predict all such risks, nor can it assess
the impact of all such risks on NIKE’s business or the extent to which any risk, or combination of risks, may cause actual results
to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a prediction of actual results.

Investors should also be aware that while NIKE does, from time to time, communicate with securities analysts, it is against NIKE’s
policy to disclose to them any material non-public information or other confidential commercial information. Accordingly,
shareholders should not assume that NIKE agrees with any statement or report issued by any analyst irrespective of the content
of the statement or report. Furthermore, NIKE has a policy against confirming financial forecasts or projections issued by others.
Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not
the responsibility of NIKE.

2022 FORM 10-K 9

 Economic and Industry Risks
Global economic conditions could have a material adverse effect on our business, operating results and financial
condition.
The uncertain state of the global economy continues to impact businesses around the world. If global economic and financial
market conditions deteriorate, the following factors could have a material adverse effect on our business, operating results and
financial condition:

• Our sales are impacted by discretionary spending by consumers. Declines in consumer spending have in the past and in the
future may result in reduced demand for our products, increased inventories, reduced orders from retailers for our products,
order cancellations, lower revenues, higher discounts and lower gross margins.

• In the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find
it desirable to do so.

• We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates
relative to the U.S. Dollar. Continued volatility in the markets and exchange rates for foreign currencies and contracts in
foreign currencies could have a significant impact on our reported operating results and financial condition.

• Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply
chain (such as cotton or petroleum derivatives) could have a material adverse effect on our costs, gross margins and
profitability. In addition, supply chain issues caused by factors including the COVID-19 pandemic and geopolitical conflicts
have impacted and may continue to impact the availability, pricing and timing for obtaining commodities and raw materials.

• If retailers of our products experience declining revenues or experience difficulty obtaining financing 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 retailers of our products experience severe financial difficulty, some may become insolvent and cease business operations,
which could negatively impact the sale of our products to consumers. If contract manufacturers of our products or other
participants in our supply chain experience difficulty obtaining financing in the capital and credit markets to purchase raw
materials or to finance capital equipment and other general working capital needs, it may result in delays or non-delivery of
shipments of our products.

Our financial condition and results of operations have been, and could in the future be, adversely affected by the
COVID-19 pandemic.
A novel strain of coronavirus (COVID-19) was first identified in Wuhan, China in December 2019, and subsequently declared a
pandemic by the World Health Organization. The COVID-19 pandemic and preventative measures taken to contain or mitigate
the pandemic have caused, and may in the future cause, business slowdown or shutdown in affected areas and significant
disruption in the financial markets, both globally and in the United States. These events have led to and could again lead to
adverse impacts to our global supply chain, factory cancellation costs, store closures, and a decline in retail traffic and
discretionary spending by consumers and, in turn, materially impact our business, sales, financial condition and results of
operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions. We
cannot predict whether, and to what degree, our sales, operations and financial results could in the future be affected by the
pandemic and preventative measures. Risks presented by the COVID-19 pandemic include, but are not limited to:

• Deterioration in economic conditions in the United States and globally, including the effect of prolonged periods of inflation
on our consumers and vendors;

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

• Impacts to our distribution and logistics providers’ ability to operate, including labor and container shortages, and increases
in their operating costs. These supply chain effects have had, and could in the future have, an adverse effect on our ability to
meet consumer demand, including digital demand, and have in the past resulted in and could in the future result in extended
inventory transit times and an increase in our costs of production and distribution, including increased freight and logistics
costs and other expenses;

• Decreased retail traffic as a result of store closures, reduced operating hours, social distancing restrictions and/or changes in
consumer behavior;

10 NIKE, INC.
 • Reduced consumer demand for our products if consumers seek to reduce or delay discretionary spending in response to the
impacts of COVID-19, including as a result of a rise in unemployment rates, higher costs of borrowing, inflation and
diminished consumer confidence;

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

• The risk that any safety protocols in NIKE-owned or affiliated facilities, including our offices, will not be effective or not be
perceived as effective, or that any virus-related illnesses will be linked or alleged to be linked to such facilities, whether
accurate or not;

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

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

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

• Significant disruption of and volatility in global financial markets, which could have a negative impact on our ability to access
capital in the future.

We continue to monitor the latest developments regarding the pandemic and have made certain assumptions regarding the
pandemic for purposes of our operating, financial and tax planning projections, including assumptions regarding the duration and
severity of the pandemic and the global macroeconomic impacts of the pandemic. However, we are unable to accurately predict
the extent of the impact of the pandemic on our business, operations and financial condition due to the uncertainty of future
developments. In particular, we believe the ultimate impacts on our business, results of operations, cash flows and financial
condition will depend on, among other things, the further spread and duration of COVID-19, including emerging variant strains of
COVID-19, the requirements to take action to help limit the spread of the illness, the impact of the easing of restrictions in various
regions, the availability, widespread distribution and acceptance, as well as the safety and efficacy of vaccines for COVID-19 and
the economic impacts of the pandemic. Even in those regions where we have experienced business recovery, should those
regions fail to fully contain COVID-19 or suffer a COVID-19 relapse, those markets may not recover as quickly or at all, which
could have a material adverse effect on our business, results of operations and financial condition. Additionally, COVID-19 related
disruptions are making it more challenging to compare our performance, including our revenue growth and overall profitability,
across quarters and fiscal years. The pandemic may also affect our business, results of operations or financial condition in a
manner that is not presently known to us or that we currently do not consider to present significant risks.

In addition, the impact of COVID-19 may also exacerbate, or occur concurrently with, other risks discussed in this Item 1A. Risk
Factors, any of which could have a material effect on us.

Our products, services and experiences face intense competition.

NIKE is a consumer products company and the relative popularity of various sports and fitness activities and changing design
trends affect the demand for our products, services and experiences. The athletic footwear, apparel and equipment industry is
highly competitive both in the United States and worldwide. We compete internationally with a significant number of athletic and
leisure footwear companies, athletic and leisure apparel companies, sports equipment companies, private labels and large
companies that have diversified lines of athletic and leisure footwear, apparel and equipment. We also compete with other
companies for the production capacity of contract manufacturers that produce our products. In addition, we and our contract
manufacturers compete with other companies and industries for raw materials used in our products. Our NIKE Direct operations,
both through our digital commerce operations and retail stores, also compete with multi-brand retailers, which sell our products
through their digital platforms and physical stores, and with digital commerce platforms. In addition, we compete with respect to
the digital services and experiences we are able to offer our consumers, including fitness and activity apps; sport, fitness and
wellness content and services; and digital services and features in retail stores that enhance the consumer experience.

Product offerings, 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 technology, a reduction in barriers to the creation of
new footwear and apparel companies and 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, and the continued proliferation of digital commerce, constitutes a risk
factor implicating our NIKE Direct and wholesale operations. If we do not adequately and timely anticipate and respond to our

2022 FORM 10-K 11

 competitors, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce
wholesale or suggested retail prices for our products.

Economic factors beyond our control, and changes in the global economic environment, including fluctuations in
inflation and currency exchange rates, could result in lower revenues, higher costs and decreased margins and
earnings.
A majority of our products are manufactured and sold outside of the United States, and we conduct purchase and sale
transactions in various currencies, which creates exposure to the volatility of global economic conditions, including fluctuations in
inflation and foreign currency exchange rates. Central banks may deploy various strategies to combat inflation, including
increasing interest rates, which may impact our borrowing costs. Additionally, there has been, and may continue to be, volatility in
currency exchange rates including as a result of U.S. policy changes and the Russia and Ukraine conflict that impact the U.S.
Dollar value relative to other international currencies. Our international revenues and expenses generally are derived from sales
and operations in foreign currencies, and these revenues and expenses could be affected by currency fluctuations, specifically
amounts recorded in foreign currencies and translated into U.S. Dollars for consolidated financial reporting, as weakening of
foreign currencies relative to the U.S. Dollar adversely affects the U.S. Dollar value of the Company's foreign currency-
denominated sales and earnings. Currency exchange rate fluctuations could also disrupt the business of the independent
manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to
finance. Foreign currency fluctuations have adversely affected and could continue to have an adverse effect on our results of
operations and financial condition.

We may hedge certain foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign
currency fluctuations on our financial results. Since the hedging activities are designed to lessen volatility, they not only reduce
the negative impact of a stronger U.S. Dollar or other trading currency, but they also reduce the positive impact of a weaker U.S.
Dollar or other trading currency. Our future financial results could be significantly affected by the value of the U.S. Dollar in
relation to the foreign currencies in which we conduct business. The degree to which our financial results are affected for any
given time period will depend in part upon our hedging activities.

We may be adversely affected by the financial health of our customers.

We extend credit to our customers based on an assessment of a customer's financial condition, generally without requiring
collateral. To assist in the scheduling of production and the shipping of our products, we offer certain customers the opportunity to
place orders five to six months ahead of delivery under our futures ordering program. These advance orders may be canceled
under certain conditions, and the risk of cancellation may increase when dealing with financially unstable retailers or retailers
struggling with economic uncertainty. In the past, some customers have experienced financial difficulties up to and including
bankruptcies, which have had an adverse effect on our sales, our ability to collect on receivables and our financial condition.
When the retail economy weakens or as consumer behavior shifts, retailers may be more cautious with orders. A slowing or
changing economy in our key markets could adversely affect the financial health of our customers, which in turn could have an
adverse effect on our results of operations and financial condition. In addition, product sales are dependent in part on high quality
merchandising and an appealing retail environment to attract consumers, which requires continuing investments by retailers.
Retailers that experience financial difficulties may fail to make such investments or delay them, resulting in lower sales and
orders for our products. The ongoing financial uncertainty surrounding COVID-19, particularly for retailers, could also have an
effect on our sales, our ability to collect on receivables and our financial condition.

Climate change and other sustainability-related matters, or legal, regulatory or market responses thereto, may have an
adverse impact on our business and results of operations.
There are concerns that increased levels of carbon dioxide and other greenhouse gases in the atmosphere have caused, and
may continue to cause, potentially at a growing rate, increases in global temperatures, changes in weather patterns and
increasingly frequent and/or prolonged extreme weather and climate events. Climate change may also exacerbate challenges
relating to the availability and quality of water and raw materials, including those used in the production of our products, and may
result in changes in regulations or consumer preferences, which could in turn affect our business, operating results and financial
condition. For example, there has been increased focus by governmental and non-governmental organizations, consumers,
customers, employees and other stakeholders on products that are sustainably made and other sustainability matters, including
responsible sourcing and deforestation, the use of plastic, energy and water, the recyclability or recoverability of packaging and
materials transparency, any of which may require us to incur increased costs for additional transparency, due diligence and
reporting. In addition, federal, state or local governmental authorities in various countries have proposed, and are likely to
continue to propose, legislative and regulatory initiatives to reduce or mitigate the impacts of climate change on the environment.
Various countries and regions are following different approaches to the regulation of climate change, which could increase the
complexity of, and potential cost related to complying with, such regulations. Any of the foregoing may require us to make
additional investments in facilities and equipment, may impact the availability and cost of key raw materials used in the
production of our products or the demand for our products, and, in turn, may adversely impact our business, operating results
and financial condition.

12 NIKE, INC.
Although we have announced sustainability-related goals and targets, there can be no assurance that our stakeholders will agree
with our strategies, and any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to,
such matters or to effectively respond to new or additional legal or regulatory requirements regarding climate change, could result
in adverse publicity and adversely affect our business and reputation. Execution of these strategies and achievement of our goals
is subject to risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not
limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected
timeframes; the availability and cost of raw materials and renewable energy; unforeseen production, design, operational and
technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale
projects and technologies on a commercially competitive basis such as carbon sequestration and/or other related processes;
compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating
to greenhouse gas emissions, carbon costs or climate-related goals; adapting products to customer preferences and customer
acceptance of sustainable supply chain solutions; and the actions of competitors and competitive pressures. As a result, there is
no assurance that we will be able to successfully execute our strategies and achieve our sustainability-related goals, which could
damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of
operations and financial condition.

Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.
Given the broad and global scope of our operations, we are particularly vulnerable to the physical risks of climate change, such
as shifts in weather patterns. Extreme weather conditions in the areas in which our retail stores, suppliers, manufacturers,
customers, distribution centers, offices, headquarters and vendors are located could adversely affect our operating results and
financial condition. Moreover, natural disasters such as earthquakes, hurricanes, wildfires and tsunamis, whether occurring in the
United States or abroad, and their related consequences and effects, including energy shortages and public health issues, have
in the past temporarily disrupted, and could in the future disrupt, our operations, the operations of our vendors, manufacturers
and other suppliers or have in the past resulted in, and in the future could result in, economic instability that may negatively
impact our operating results and financial condition. In particular, if a natural disaster or severe weather event were to occur in an
area in which we or our suppliers, manufacturers, employees, customers, distribution centers and vendors are located, our
continued success would depend, in part, on the safety and availability of the relevant personnel and facilities and proper
functioning of our or third parties' computer, network, telecommunication and other systems and operations. In addition, a natural
disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products and could
have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our
merchandise. Further, climate change may increase both the frequency and severity of extreme weather conditions and natural
disasters, which may affect our business operations, either in a particular region or globally, as well as the activities of our third-
party vendors and other suppliers, manufacturers and customers. We believe the diversity of locations in which we operate, our
operational size, disaster recovery and business continuity planning and our information technology systems and networks,
including the Internet and third-party services (“Information Technology Systems”) position us well, but may not be sufficient for all
or for concurrent eventualities. If we were to experience a local or regional disaster or other business continuity event or
concurrent events, we could still experience operational challenges, in particular depending upon how a local or regional event
may affect our human capital across our operations or with regard to particular aspects of our operations, such as key executive
officers or personnel. For example, our World Headquarters are located in an active seismic zone, which is at a higher risk for
earthquakes and the related consequences or effects. Further, if we are unable to find alternative suppliers, replace capacity at
key manufacturing or distribution locations or quickly repair damage to our Information Technology Systems or supply systems,
we could be late in delivering, or be unable to deliver, products to our customers. These events could result in reputational
damage, lost sales, cancellation charges or markdowns, all of which could have an adverse effect on our business, results of
operations and financial condition.

Business and Operational Risks

Failure to maintain our reputation, brand image and culture could negatively impact our business.
Our iconic brands have worldwide recognition, and our success depends on our ability to maintain and enhance our brand image
and reputation. Maintaining, promoting and growing our brands will depend on our design and marketing efforts, including
advertising and consumer campaigns, product innovation and product quality. Our commitment to product innovation, quality and
sustainability, and our continuing investment in design (including materials), marketing and sustainability measures may not have
the desired impact on our brand image and reputation. In addition, our success in maintaining, extending and expanding our
brand image depends on our ability to adapt to a rapidly changing media and digital environment, including our increasing
reliance on social media and digital dissemination of advertising campaigns on our digital platforms and through our digital
experiences and products. We could be adversely impacted if we fail to achieve any of these objectives.

Our brand value also depends on our ability to maintain a positive consumer perception of our corporate integrity, purpose and
brand culture. Negative claims or publicity involving us, our culture and values, our products, services and experiences,
consumer data, or any of our key employees, endorsers, sponsors or suppliers could seriously damage our reputation and brand
image, regardless of whether such claims are accurate. For example, while we require our suppliers of our products to operate

2022 FORM 10-K 13

 their business in compliance with applicable laws and regulations, we do not control their practices. 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 causes, as well as any decisions we make to continue to conduct, or change,
certain of our activities in response to such considerations. Social media, which accelerates and potentially amplifies the scope of
negative publicity, can increase the challenges of responding to negative claims. Adverse publicity about regulatory or legal action
against us, or by us, could also damage our reputation and brand image, undermine consumer confidence in us and reduce long-
term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. 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.

Our business is affected by seasonality, which could result in fluctuations in our operating results.
We experience moderate fluctuations in aggregate sales volume during the year. Historically, revenues in the first and fourth
fiscal quarters have slightly exceeded those in the second and third fiscal quarters. However, the mix of product sales may vary
considerably from time to time or in the future as a result of strategic shifts in our business, changes in COVID-19 related
cancellations or postponements and seasonal or geographic demand for particular types of footwear, apparel and equipment and
in connection with the timing, cancellation or postponement of significant sporting events, such as the NBA Finals, Olympics or
the World Cup, among others. In addition, our customers may cancel orders, change delivery schedules or change the mix of
products ordered with minimal notice. As a result, we may not be able to accurately predict our quarterly sales. Accordingly, our
results of operations are likely to fluctuate significantly from period to period. This seasonality, along with other factors that are
beyond our control, including economic conditions, changes in consumer preferences, weather conditions, outbreaks of disease,
social or political unrest, availability of import quotas, transportation disruptions and currency exchange rate fluctuations, could
adversely affect our business and cause our results of operations to fluctuate. 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
mix and geographic sales trends, all of which we expect to continue. Results of operations in any period should not be
considered indicative of the results to be expected for any future period.

If we are unable to anticipate consumer preferences and develop new products, we may not be able to maintain or
increase our revenues and profits.
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 manner. However, lead times for many of our products may make it more difficult for us
to respond rapidly to new or changing product trends or consumer preferences. All of our products are subject to changing
consumer preferences that cannot be predicted with certainty. Our new products may not receive consumer acceptance as
consumer preferences could shift rapidly to different types of 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 fail to
anticipate accurately and respond to trends and shifts in consumer preferences by adjusting the mix of existing product offerings,
developing new products, designs, styles and categories, and influencing sports and fitness preferences through extensive
marketing, we could experience lower sales, excess inventories or lower profit margins, any of which could have an adverse
effect on our results of operations and financial condition. In addition, we market our products globally through a diverse spectrum
of advertising and promotional programs and campaigns, including social media, mobile applications and online advertising. If we
do not successfully market our products or if advertising and promotional costs increase, 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 compete in the market for our products.
Technical innovation and quality control in the design and manufacturing processes of footwear, apparel, equipment and other
products and services are essential to the commercial success of our products and development of new products. Research and
development play a key role in technical innovation. We rely upon specialists in the fields of biomechanics, chemistry, exercise
physiology, engineering, digital technologies, industrial design, sustainability and related fields, as well as research committees
and advisory boards made up of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists and other experts to
develop and test cutting-edge performance products. 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 products, we may incur substantial
expense to remedy the problems and loss of consumer confidence.

Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business.
We establish relationships with professional athletes, sports teams and leagues, as well as other public figures, including artists,
designers and influencers, to develop, evaluate and promote our products, as well as establish product authenticity with
consumers. However, as competition in our industry has increased, the costs associated with establishing and retaining such
sponsorships and other relationships have increased. If we are unable to maintain our current associations with professional
athletes, sports teams and leagues, or other public figures, or to do so at a reasonable cost, we could lose the high visibility or

14 NIKE, INC.
on-field authenticity associated with our products, and we may be required to modify and substantially increase our marketing
investments. As a result, our brands, net revenues, expenses and profitability could be harmed.

Furthermore, if certain endorsers were to stop using our products contrary to their endorsement agreements, our business could
be adversely affected. 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, could also
seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial
condition. In addition, poor or non-performance by our endorsers, a failure to continue to correctly identify promising athletes,
public figures or sports organizations, to use and endorse our products and brand or a failure to enter into cost-effective
endorsement arrangements with prominent athletes, public figures and sports organizations could adversely affect our brand,
sales and profitability.

Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could
result in decreased operating margins, reduced cash flows and harm to our business.
To meet anticipated demand for our products, we purchase products from manufacturers outside of our futures ordering program
and in advance of customer orders, which we hold in inventory and resell to customers. There is a risk we may be unable to sell
excess products ordered from manufacturers. Inventory levels in excess of customer demand may result in inventory write-
downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse
effect on our operating results, financial condition and cash flows. Conversely, if we underestimate consumer demand for our
products or if our manufacturers fail to supply products we require at the time we need them, we may experience inventory
shortages. Inventory shortages could delay shipments to customers, negatively impact retailer, distributor and consumer
relationships and diminish brand loyalty. The difficulty in forecasting demand also makes it difficult to estimate our future results of
operations, financial condition and cash flows from period to period. A failure to accurately predict the level of demand for our
products could adversely affect our net revenues and net income, and we are unlikely to forecast such effects with any certainty
in advance.

Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of
resources and are subject to numerous risks and uncertainties.
Our NIKE Direct operations, including our retail stores and digital platforms, have required and will continue to require significant
investment. Our NIKE Direct stores have required and will continue to require substantial fixed investment in equipment and
leasehold improvements and personnel. We have entered into substantial operating lease commitments for retail space. Certain
stores have been designed and built to serve as high-profile venues to promote brand awareness and marketing activities and to
integrate with our digital platforms. Because of their unique design and technological elements, locations and size, these stores
require substantially more investment than other stores. Due to the high fixed-cost structure associated with our NIKE Direct retail
stores, a decline in sales, a shift in consumer behavior away from brick-and-mortar retail, or the closure, temporary or otherwise,
or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and
leasehold improvements and employee-related costs.

Many factors unique to retail operations, some of which are beyond our control, pose risks and uncertainties. Risks include, but
are not limited to: credit card fraud; mismanagement of existing retail channel partners; and inability to manage costs associated
with store construction and operation.

In addition, we have made significant investments in digital technologies and information systems for the digital aspect of our
NIKE Direct operations, and our digital offerings will require continued investment in the development and upgrading of our
technology platforms. In order to deliver high-quality digital experiences, our digital platforms must be designed effectively and
work well with a range of other technologies, systems, networks, and standards that we do not control. We may not be successful
in developing platforms that operate effectively with these technologies, systems, networks or standards. 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
NIKE Direct operations could be adversely impacted. Our competitors may develop, or have already developed, digital
experiences, features, content, services or technologies that are similar to ours or that achieve greater acceptance.

We may not realize a satisfactory return on our investment in our NIKE Direct operations and management's attention from our
other business opportunities could be diverted, which could have an adverse effect on our business, financial condition or results
of operations.

If the technology-based systems 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.
Many of our consumers shop with us through our digital platforms. Increasingly, consumers are using 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. We are increasingly using social

2022 FORM 10-K 15

 media and proprietary mobile applications to interact with our consumers and as a means to enhance their shopping experience.
Any failure on our part to provide attractive, effective, reliable, secure, user-friendly digital commerce platforms that offer a wide
assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or
any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the
loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of
our digital commerce business globally and have a material adverse impact on our business and results of operations. 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. If we fail to continue to effectively scale and adapt our digital platforms to
accommodate increased consumer demand, our business may be subject to interruptions, delays or failures and consumer
demand for our products and digital experiences could decline.

Risks specific to our digital commerce business also include diversion of sales from our and our retailers' brick and mortar stores,
difficulty in recreating the in-store experience through direct channels and liability for online content. Our failure to successfully
respond to these risks might adversely affect sales in our digital commerce business, as well as damage our reputation and
brands.

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.
We are heavily dependent on Information Technology Systems, across our supply chain, including product design, production,
forecasting, ordering, manufacturing, transportation, sales and distribution, as well as for processing financial information for
external and internal reporting purposes, retail operations and other business activities. Information Technology Systems are
critical to many of our operating activities and our business processes and may be negatively impacted by any service
interruption or shutdown. For example, our ability to effectively manage and maintain our inventory and to ship products to
customers on a timely basis depends significantly on the reliability of these Information Technology Systems. Over a number of
years, we have implemented Information Technology Systems in all of the geographical regions in which we operate. Our work to
integrate, secure and enhance these systems and related processes in our global operations is ongoing and NIKE will continue to
invest in these efforts. We cannot provide assurance, however, that the measures we take to secure and enhance these systems
will be sufficient to protect our Information Technology Systems and prevent cyber-attacks, system failures or data or information
loss. The failure of these systems to operate effectively, including as a result of security breaches, viruses, hackers, malware,
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 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. In
addition, the increased use of employee-owned devices for communications as well as work-from-home arrangements, such as
those implemented in response to the COVID-19 pandemic, present additional operational risks to our Information Technology
Systems, including, but not limited to, increased risks of cyber-attacks. Further, like other companies in the retail industry, we
have in the past experienced, and we expect to continue to experience, cyber-attacks, including phishing, and other attempts to
breach, or gain unauthorized access to, our systems. To date, these attacks have not had a material impact on our operations,
but we cannot provide assurance that they will not have an impact in the future.

We also use Information Technology Systems to process financial information and results of operations for internal reporting
purposes and to comply with regulatory financial reporting, legal and tax requirements. 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. Furthermore, we depend on Information Technology Systems and personal data
collection for digital marketing, digital commerce, consumer engagement and the marketing and use of our digital products and
services. We also rely on our ability to engage in electronic communications throughout the world between and among our
employees as well as with other third parties, including customers, suppliers, vendors and consumers. Any interruption in
Information Technology Systems may impede our ability to engage in the digital space and result in lost revenues, damage to our
reputation, and loss of users.

We are subject to the risk our licensees may not generate expected sales or maintain the value of our brands.
We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks or copyrighted
material, to third parties. If our licensees fail to successfully market and sell licensed products, or fail to obtain sufficient capital or
effectively manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, it
could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other
products.

We also rely on our licensees to help preserve the value of our brands. Although we attempt to protect our brands through
approval rights over the design, production processes, quality, packaging, merchandising, distribution, advertising and promotion

16 NIKE, INC.
of our licensed products, we cannot completely control the use of our licensed brands by our licensees. The misuse of a brand by
or negative publicity involving a licensee could have a material adverse effect on that brand and on us.

Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate
our credit risk and impair our ability to sell products.
The athletic footwear, apparel and equipment retail markets in some countries are dominated by a few large athletic footwear,
apparel and equipment retailers with many stores and accelerating digital commerce capabilities. The market shares of these
retailers may increase through acquisitions and construction of additional stores and investments in digital capacity, and as a
result of attrition as struggling retailers exit the market. Consolidation of our retailers will concentrate our credit risk with a smaller
set of retailers, any of whom may experience declining sales or a shortage of liquidity, including as a result of the COVID-19
pandemic. In addition, increasing market share concentration among a few retailers in a particular country or region increases the
risk that if any one of them substantially reduces their purchases of our products, we may be unable to find sufficient retail outlets
for our products to sustain the same level of sales and revenues.

If one or more of our counterparty financial institutions default on their obligations to us or fail, we may incur significant
losses.
As part of our hedging activities, we enter into transactions involving derivative financial instruments, which may include forward
contracts, commodity futures contracts, option contracts, collars and swaps with various financial institutions. In addition, we have
significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial
institutions in the United States and abroad. As a result, we are exposed to the risk of default by or failure of counterparty
financial institutions. The risk of counterparty default or failure may be heightened during economic downturns and periods of
uncertainty in the financial markets. If one of our counterparties were to become insolvent or file for bankruptcy, our ability to
recover losses incurred as a result of default, or our assets deposited or held in accounts with such counterparty, may be limited
by the counterparty's liquidity or the applicable laws governing the insolvency or bankruptcy proceedings. In the event of default
or failure of one or more of our counterparties, we could incur significant losses, which could negatively impact our results of
operations and financial condition.

We rely on a concentrated source base of contract manufacturers to supply a significant portion of our footwear
products.
As of May 31, 2022, we were supplied by 120 finished goods footwear contract factories located in 11 countries. We rely upon
contract manufacturers, which we do not own or operate, to manufacture all of the footwear products we sell. For fiscal 2022, 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. Our ability to meet our customers' needs depends on our ability to
maintain a steady supply of products from our contract manufacturers. If one or more of our significant suppliers were to sever
their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies,
or be unable to perform, including as a result of the COVID-19 pandemic, we may not be able to obtain replacement products in a
timely manner, which could have a material adverse effect on our business operations, sales, financial condition or results of
operations. Additionally, if any of our primary footwear contract manufacturers fail to make timely shipments, do not meet our
quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on
our results of operations.

Certain of our footwear contract manufacturers are highly specialized and only produce a specific type of product. Such contract
manufacturers may go out of business if consumer preferences or market conditions change such that there is no longer
sufficient demand for the types of products they produce. If, in the future, the relevant products are again in demand and the
specialized contract manufacturers no longer exist, we may not be able to locate replacement facilities to manufacture certain
footwear products in a timely manner or at all, which could have a material adverse effect on our sales, financial condition or
results of operations.

The market for prime real estate is competitive.

Our ability to effectively obtain real estate to open new retail stores and otherwise conduct our operations, both domestically and
internationally, depends on the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease
economics, demographics and other factors. We also must be able to effectively renew our existing real estate leases. In
addition, from time to time, we seek to downsize, consolidate, reposition or close some of our real estate locations, which may
require modification of an existing lease. Failure to secure adequate new locations or successfully modify leases for existing
locations, or failure to effectively manage the profitability of our existing fleet of retail stores, could have an adverse effect on our
operating results and financial condition.

Additionally, the economic environment may make it difficult to determine the fair market rent of real estate properties
domestically and internationally. This could impact the quality of our decisions to exercise lease options at previously negotiated
rents and to renew expiring leases at negotiated rents. Any adverse effect on the quality of these decisions could impact our
ability to retain real estate locations adequate to meet our targets or efficiently manage the profitability of our existing fleet of
stores, which could have an adverse effect on our operating results and financial condition.

2022 FORM 10-K 17

 The success of our business depends, in part, on high-quality employees, including key personnel as well as our ability
to maintain our workplace culture and values.
Our success depends in part on the continued service of high-quality employees, including key executive officers and personnel.
The loss of the services of key individuals, or any negative perception with respect to these individuals, or our workplace culture
or values, could harm our business. Our success also depends on our ability to recruit, retain and engage our personnel
sufficiently, both to maintain our current business and to execute our strategic initiatives. Competition for employees in our
industry is intense and we may not be successful in attracting and retaining such personnel. Changes to our current and future
office environments or adoption of a new work model that expects employees to work on-site for a specified number of days with
some flexibility to work remotely on other days, may not meet the needs or expectations of our employees or may not be
perceived as favorable compared to other companies' policies, which could negatively impact our ability to attract, hire and retain
our employees. In addition, shifts in U.S. immigration policy could negatively impact our ability to attract, hire and retain highly
skilled employees who are from outside the United States. We also believe that our corporate culture has been a key driver of our
success, and we have invested substantial time and resources in building, maintaining and evolving our culture. Any failure to
preserve and evolve our culture could negatively affect our future success, including our ability to retain and recruit employees.

Our business operations and financial performance could be adversely affected by changes in our relationship with our
workforce or changes to United States or foreign employment regulations.
We have significant exposure to changes in domestic and foreign laws governing our relationships with our workforce, including
wage and hour laws and regulations, fair labor standards, minimum wage requirements, overtime pay, unemployment tax rates,
workers' compensation rates, citizenship requirements and payroll taxes, which could have a direct impact on our operating
costs. A significant increase in minimum wage or overtime rates in countries where we have workforce could have a significant
impact on our operating costs and may require that we relocate those operations or take other steps to mitigate such increases,
all of which may cause us to incur additional costs. There is also a risk of potential claims that we have violated laws related to
discrimination and harassment, health and safety, wage and hour laws, criminal activity, personal injury and other claims. In
addition, if there were a significant increase in the number of members of our workforce who are members of labor organizations
or become parties to collective bargaining agreements, we could be vulnerable to a strike, work stoppage or other labor action,
which could have an adverse effect on our business.

Risks Related to Operating a Global Business

Our international operations involve inherent risks which could result in harm to our business.
Virtually all of our athletic footwear and apparel is manufactured outside of the United States, and the majority of our products are
sold outside of the United States. Accordingly, we are subject to the risks generally associated with global trade and doing
business abroad, which include foreign laws and regulations, varying consumer preferences across geographic regions, political
tensions, unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our
products are manufactured or where we sell products. Changes in the U.S. government's import and export policies, including
trade restrictions, sanctions and countersanctions, increased tariffs or quotas, embargoes, safeguards or customs restrictions,
could require us to change the way we conduct business and adversely affect our results of operations.

In addition, disease outbreaks, including the recent COVID-19 pandemic, terrorist acts and military conflict have increased the
risks of doing business abroad. These factors, among others, could affect our ability to manufacture products or procure
materials, or our costs for manufacturing and procuring materials, our ability to import products, our ability to sell products in
international markets and our cost of doing business. If any of these or other factors make the conduct of business in a particular
country undesirable or impractical, our business could be adversely affected. In addition, many of our imported products are
subject to duties, tariffs or quotas that affect the cost and quantity of various types of goods imported into the United States and
other countries. Any country in which our products are produced or sold may eliminate, adjust or impose new quotas, duties,
tariffs, safeguard measures, anti-dumping duties, cargo restrictions to prevent terrorism, restrictions on the transfer of currency,
climate change legislation, product safety regulations or other charges or restrictions, any of which could have an adverse effect
on our results of operations and financial condition.

Furthermore, we are subject to the U.S. Foreign Corrupt Practices Act as well as the anti-corruption laws of other countries in
which we operate. Although we implement policies and procedures designed to promote compliance with these laws, our
employees, independent contractors, contract manufacturers, suppliers and agents, as well as those companies to which we
outsource certain of our business operations, may take actions in violation of our policies. Any such violation could result in
sanctions or other penalties and have an adverse effect on our business, reputation and operating results.

Our products are subject to risks associated with overseas sourcing, manufacturing and financing.
The principal materials used in our footwear products — natural and synthetic rubber, plastic compounds, foam cushioning
materials, natural and synthetic leather, nylon, polyester and natural fiber textiles and polyurethane films — are locally available
to manufacturers. The principal materials used in our apparel products — natural and synthetic fabrics, yarns and threads (both
virgin and recycled), specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and
repel rain and/or snow as well as plastic and metal hardware — are also available in countries where our manufacturing takes

18 NIKE, INC.
place. Both our apparel and footwear products are dependent upon the ability of our contract manufacturers to locate, train,
employ and retain adequate personnel. NIKE contract manufacturers and materials suppliers buy raw materials and are subject
to wage rates and other labor standards that are oftentimes regulated by the governments of the countries in which our products
are manufactured.

There could be a significant disruption in the supply of fabrics or raw materials from current sources or, in the event of a
disruption or heightened competition for such materials, our contract manufacturers might not be able to locate alternative
suppliers of materials of comparable quality at an acceptable price or at all. Further, our contract manufacturers have
experienced and may continue to experience in the future, unexpected closures, unexpected increases in work wages or other
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. In
addition, we cannot be certain that manufacturers that we do not contract and that we refer to as "unaffiliated manufacturers" will
be able to fill our orders in a timely manner. If we experience significant increases in demand, or reductions in the availability of
materials, or need to replace an existing contract manufacturer or materials supplier, there can be no assurance additional
supplies of fabrics or raw materials or additional manufacturing capacity will be available when required on terms acceptable to
us, or at all, or that any contract manufacturer, unaffiliated manufacturer, or any materials supplier would allocate sufficient
capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing
capacity or sources of materials, we may encounter delays in production and added costs as a result of the time it takes to train
suppliers and manufacturers in our methods, products, quality control standards and labor, health and safety standards. Any
delays, interruption or increased costs in labor or wages, in the supply of materials or in the manufacturing of our products could
have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues
and net income both in the short- and long-term.

Because contract manufacturers make a majority of our products outside of our principal sales markets, our products must be
transported by third parties over large geographic distances. Delays in the shipment or delivery of our products due to the
availability of transportation, container shortages, labor shortages, including work stoppages or port strikes, infrastructure and
port congestion or other factors, and costs and delays associated with consolidating or transitioning between manufacturers,
have adversely impacted, and could in the future adversely impact the availability of our products and, in turn, our financial
performance. In addition, delays in the shipment or delivery of our products, manufacturing delays or unexpected demand for our
products have required us, and may in the future require us to use faster, but more expensive, transportation methods such as air
freight, which could adversely affect our profit margins. The cost of oil is a significant component in manufacturing and
transportation costs, so increases in the price of petroleum products can adversely affect our profit margins. Changes in U.S.
trade policies, including modifications to import tariffs and existing trade policies and agreements, have also had, and could
continue to have a significant impact on our activities in foreign jurisdictions, and could adversely affect our reputation or results
of operations.

Our success depends on our global distribution facilities.

We distribute our products to customers directly from the factory and through distribution centers located throughout the world.
Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies
and growth, particularly in emerging markets, depends on the proper operation of our distribution facilities, the development or
expansion of additional distribution capabilities and the timely performance of services by third parties (including those involved in
shipping product to and from our distribution facilities). Our distribution facilities have in the past and could be interrupted by
information technology problems, disasters such as earthquakes or fires or outbreaks of disease or government actions taken to
mitigate their spread. Any significant failure in our distribution facilities could result in an adverse effect on our business. We
maintain business interruption insurance, but it may not adequately protect us from adverse effects caused by significant
disruptions in our distribution facilities.

Legal, Regulatory, and Compliance Risks

We are subject to a complex array of laws and regulations and litigation and other legal and regulatory proceedings,
which could have an adverse effect on our business, financial condition and results of operations.
As a multinational corporation with operations and distribution channels throughout the world, we are subject to and must comply
with extensive laws and regulations in the United States and other jurisdictions in which we have operations and distribution
channels. If we or our employees, agents, suppliers, and other partners fail to comply with any of these laws or regulations, such
failure could subject us to fines, sanctions or other penalties that could negatively affect our reputation, business, financial
condition and results of operations. Furthermore, laws, regulations and policies and the interpretation of such, can conflict among
jurisdictions and compliance in one jurisdiction may result in legal or reputational risks in another jurisdiction. We are involved in
various types of claims, lawsuits, regulatory proceedings and government investigations relating to our business, our products
and the actions of our employees and representatives, including contractual and employment relationships, product liability,
antitrust, trademark rights and a variety of other matters. It is not possible to predict with certainty the outcome of any such legal
or regulatory proceedings or investigations, and we could in the future incur judgments, fines or penalties, or enter into
settlements of lawsuits and claims that could have a material adverse effect on our business, financial condition and results of

2022 FORM 10-K 19

 operations and negatively impact our reputation. The global nature of our business means legal and compliance risks, such as
anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy and other regulatory matters, will continue to exist
and additional legal proceedings and other contingencies have and will continue to arise from time to time, which could adversely
affect us. In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, may
result in significant unanticipated legal and reputational risks. Moreover, the regulation of certain transactions we engage in,
including those involving non-fungible tokens ("NFTs") and cryptocurrencies, remains in an early stage and subject to significant
uncertainty. As a result, we are required to exercise our judgment as to whether or how certain laws or regulations apply, or may
in the future apply, and it is possible that legislators, regulators and courts may disagree with our conclusions. Any current or
future legal or regulatory proceedings could divert management's attention from our operations and result in substantial legal
fees.

Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with
such regulations may have a material adverse effect on our reputation, business, financial condition and results of
operations.
Changes in U.S. or international social, political, regulatory and economic conditions could impact our business, reputation,
financial condition and results of operations. In particular, political and economic instability, geopolitical conflicts, political unrest,
civil strife, terrorist activity, acts of war, public corruption, expropriation, nationalism and other economic or political uncertainties
in the United States or internationally could interrupt and negatively affect the sale of our products or other business operations.
Any negative sentiment toward the United States as a result of any such changes could also adversely affect our business.

In addition, changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or
countries where we currently sell our products or conduct our business could adversely affect our business. U.S. presidential
administrations have instituted or proposed changes in trade policies that include the negotiation or termination of trade
agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries,
and other government regulations affecting trade between the U.S. and other countries where we conduct our business. It may
be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.

Changes or proposed changes in U.S. or other countries' trade policies may result in restrictions and economic disincentives on
international trade. Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions
by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on
certain U.S. goods. Further, any emerging protectionist or nationalist trends either in the United States or in other countries could
affect the trade environment. The Company, similar to many other multinational corporations, does a significant amount of
business that would be impacted by changes to the trade policies of the United States and foreign countries (including
governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential
to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct
operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our
business, financial condition and results of operations.

Failure to adequately protect or enforce our intellectual property rights could adversely affect our business.
We periodically discover counterfeit reproductions of our products or products that otherwise infringe our intellectual property
rights. If we are unsuccessful in enforcing our intellectual property rights, continued sales of these products could adversely affect
our sales and our brand and could result in a shift of consumer preference away from our products.

The actions we take to establish and protect our intellectual property rights may not be adequate to prevent imitation of our
products by others. We also may be unable to prevent others from seeking to block sales of our products as violations of
proprietary rights.

We may be subject to liability if third parties successfully claim we infringe their intellectual property rights. Defending
infringement claims could be expensive and time-consuming and might result in our entering into costly license agreements. We
also may be subject to significant damages or injunctions against development, manufacturing, use, importation and/or sale of
certain products.

We take various actions to prevent the unauthorized use and/or disclosure of our confidential information and intellectual property
rights. These actions include contractual measures such as entering into non-disclosure and non-compete agreements and
agreements relating to our collaborations with third parties and providing confidential information awareness training. Our controls
and efforts to prevent unauthorized use and/or disclosure of confidential information and intellectual property rights might not
always be effective. For example, confidential information related to business strategy, innovations, new technologies, mergers
and acquisitions, unpublished financial results or personal data could be prematurely, inadvertently, or improperly used and/or
disclosed, resulting in a loss of reputation, loss of intellectual property rights, a decline in our stock price and/or a negative impact
on our market position, and could lead to damages, fines, penalties or injunctions. In addition, new products we offer, such as
NFTs, may raise various novel intellectual property law considerations, including adequacy and scope of assignment, licensing,
transfer, copyright and other right-of-use issues.

20 NIKE, INC.
In addition, the laws of certain countries may not protect or allow enforcement of intellectual property rights to the same extent as
the laws of the United States. We may face significant expenses and liability in connection with the protection of our intellectual
property rights, including outside the United States, and if we are unable to successfully protect our rights or resolve intellectual
property conflicts with others, our business or financial condition may be adversely affected.

We are subject to data security and privacy risks that could negatively affect our results, operations or reputation.
In addition to our own sensitive and proprietary business information, we handle transactional and personal information about our
wholesale customers and consumers and users of our digital experiences, which include online distribution channels and product
engagement, adaptive products and personal fitness applications. Hackers and data thieves are increasingly sophisticated and
operate social engineering, such as phishing, and large-scale, complex automated attacks that can evade detection for long
periods of time. Any breach of our or our service providers' networks, or other vendor systems, may result in the loss of
confidential business and financial data, misappropriation of our consumers', users' or employees' personal information or a
disruption of our business. Any of these outcomes could have a material adverse effect on our business, including unwanted
media attention, impairment of our consumer and customer relationships, damage to our reputation; resulting in lost sales and
consumers, fines, lawsuits, or significant legal and remediation expenses. We also may need to expend significant resources to
protect against, respond to and/or redress problems caused by any breach.

In addition, we must comply with increasingly complex and rigorous, and sometimes conflicting, regulatory standards enacted to
protect business and personal data in the United States, Europe and elsewhere. For example, the European Union adopted the
General Data Protection Regulation (the “GDPR”), which became effective on May 25, 2018; five states in the United States
(California, Virginia, Colorado, Utah, and Connecticut) passed data privacy laws in 2020 and 2021; China enacted the Data
Security Law and Personal Information Protection Law, which became effective on September 1, 2021 and November 1, 2021,
respectively, and additional jurisdictions have adopted or are considering proposing or adopting similar regulations. These laws
impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights
to persons whose data is stored. Compliance with existing, proposed and recently enacted laws and regulations (including
implementation of the privacy and process enhancements called for under laws in the European Union, United States and China)
can be costly and time consuming, and any failure to comply with these regulatory standards could subject us to legal and
reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and
regulations, proceedings against the Company by governmental entities or others, imposition of fines by governmental authorities
and damage to our reputation and credibility and could have a negative impact on revenues and profits.

We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities or increased volatility in
our effective tax rate.
We earn a substantial portion of our income in foreign countries and, as such, we are subject to the tax laws in the United States
and numerous foreign jurisdictions. Current economic and political conditions make tax laws and regulations, or their
interpretation and application, in any jurisdiction subject to significant change.

Proposals to reform U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are taxed on foreign
earnings and could increase the U.S. corporate tax rate. Although we cannot predict whether or in what form these proposals will
pass, several of the proposals considered, if enacted into law, could have an adverse impact on our effective tax rate, income tax
expense and cash flows.

Portions of our operations are subject to a reduced tax rate or are under various tax holidays. We also utilize tax rulings and other
agreements to obtain certainty in treatment of certain tax matters. These holidays expire from time to time and may be extended
when certain conditions are met, or terminated if certain conditions are not met. The impact of any changes in conditions would
be the loss of certainty in treatment thus potentially impacting our effective income tax rate. For example, in January 2019, the
European Commission opened a formal investigation to examine whether the Netherlands has breached State Aid rules when
granting certain tax rulings to the Company. If this matter is adversely resolved, the Netherlands may be required to assess
additional amounts with respect to prior periods, and the Company's income taxes related to prior periods in the Netherlands
could increase.

We are also subject to the examination of our tax returns by the United States Internal Revenue Service (“IRS”) and other tax
authorities. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the
adequacy of its provision for income taxes. Although we believe our tax provisions are adequate, the final determination of tax
audits and any related disputes could be materially different from our historical income tax provisions and accruals. The results of
audits or related disputes could have an adverse effect on our financial statements for the period or periods for which the
applicable final determinations are made. For example, we and our subsidiaries are also engaged in a number of intercompany
transactions across multiple tax jurisdictions. Although we believe we have clearly reflected the economics of these transactions
and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments that could
result in changes that may impact our mix of earnings in countries with differing statutory tax rates.

2022 FORM 10-K 21

 Failure of our contractors or our licensees' contractors to comply with our code of conduct, local laws and other
standards could harm our business.
We have license agreements that permit independent parties to manufacture or contract for the manufacture of products using
our intellectual property. We require the contractors that directly manufacture our products and our licensees that make products
using our intellectual property (including, indirectly, their contract manufacturers) to comply with a code of conduct and other
environmental, human rights, health and safety standards for the benefit of workers. We also require our contract manufacturers
and the contractors of our licensees to comply with applicable standards for product safety. Notwithstanding their contractual
obligations, from time to time contractors may not comply with such standards or applicable local law or our licensees may fail to
enforce such standards or applicable local law on their contractors. If one or more of our direct or indirect contractors violates or
fails to comply with, or is accused of violating or failing to comply with, such standards and laws, this could harm our reputation or
result in a product recall and, as a result, could have an adverse effect on our sales and financial condition. Negative publicity
regarding production methods, alleged unethical or illegal practices or workplace or related conditions of any of our suppliers,
manufacturers or licensees could adversely affect our brand image and sales, force us to locate alternative suppliers,
manufacturers or licenses or result in the imposition of additional regulations, including new or additional quotas, tariffs,
sanctions, product safety regulations or other regulatory measures, by governmental authorities.

Risks Related to Our Securities, Investments and Liquidity

Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce
expected returns.
From time to time, we may invest in technology, business infrastructure, new businesses or capabilities, product offering and
manufacturing innovation and expansion of existing businesses, such as our NIKE Direct operations, which require substantial
cash investments and management attention. We believe cost-effective investments are essential to business growth and
profitability; however, significant investments are subject to typical risks and uncertainties inherent in developing a new business
or expanding an existing business. The failure of any significant investment to provide expected returns or profitability could have
a material adverse effect on our financial results and divert management attention from more profitable business operations. See
also “Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of
resources and are subject to numerous risks and uncertainties.”

The sale of a large number of shares of common stock by our principal stockholder could depress the market price of
our common stock.
As of June 30, 2022, Swoosh, LLC beneficially owned approximately 77% of our Class A Common Stock. If, on June 30, 2022, all
of these shares were converted into Class B Common Stock, the commensurate ownership percentage of our Class B Common
Stock would be approximately 16%. The shares are available for resale, subject to the requirements of the U.S. securities laws
and the terms of the limited liability company agreement governing Swoosh, LLC. The sale or prospect of a sale of a substantial
number of these shares could have an adverse effect on the market price of our common stock. Swoosh, LLC was formed by
Philip H. Knight, our Chairman Emeritus, to hold the majority of his shares of Class A Common Stock. Mr. Knight does not have
voting rights with respect to Swoosh, LLC, although Travis Knight, his son and a NIKE director, has a significant role in the
management of the Class A Common Stock owned by Swoosh, LLC.

Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and
limiting our financing options.
Our long-term debt is currently rated Investment Grade by Standard & Poor's and Moody's Investors Service. If our credit ratings
are lowered, borrowing costs for our existing facilities or for future long-term debt or short-term credit facilities may increase and
our financing options, including our access to credit or capital markets, could be adversely affected. We may also be subject to
restrictive covenants that would reduce our flexibility to, among other things, incur additional indebtedness, make restricted
payments, pledge assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental
changes and enter into transactions with affiliates. Failure to comply with such covenants could result in a default, and as a result,
the commitments of our lenders under our credit agreements may be terminated and the maturity of amounts owed may be
accelerated. In addition, macroeconomic conditions, such as increased volatility or disruption in the credit markets, could
adversely affect our ability to refinance existing debt.

If our internal controls are ineffective, our operating results could be adversely affected.
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including
the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide
only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the
adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience
difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial
reporting obligations.

22 NIKE, INC.
If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our operating results
could be adversely affected.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. We base our estimates on historical experience and on various other assumptions we
believe to be reasonable under the circumstances, as provided in “Management's Discussion and Analysis of Financial Condition
and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of
assets, liabilities and equity, and the amount of revenues and expenses that are not readily apparent from other sources.
Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue
recognition, inventory reserves, contingent payments under endorsement contracts, accounting for property, plant and equipment
and definite-lived assets, hedge accounting for derivatives, income taxes and other contingencies. Our operating results may be
adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause
our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our
Class B Common Stock.

Anti-takeover provisions may impair an acquisition of the Company or reduce the price of our common stock.
There are provisions within our articles of incorporation and Oregon law intended to protect shareholder interests by providing the
Board of Directors a means to attempt to deny coercive takeover attempts or to negotiate with a potential acquirer in order to
obtain more favorable terms. Such provisions include a control share acquisition statute, a freeze-out statute, two classes of
stock that vote separately on certain issues, and the fact that holders of Class A Common Stock elect three-quarters of the Board
of Directors rounded down to the next whole number. However, such provisions could discourage, delay or prevent an unsolicited
merger, acquisition or other change in control of our company that some shareholders might believe to be in their best interests
or in which shareholders might receive a premium for their common stock over the prevailing market price. These provisions
could also discourage proxy contests for control of the Company.

We may fail to meet market expectations, which could cause the price of our stock to decline.
Our Class B Common Stock is traded publicly, and at any given time various securities analysts follow our financial results and
issue reports on us. These reports include information about our historical financial results as well as analysts' opinions of our
future performance, which may, in part, be based upon any guidance we have provided. Analysts' estimates are often different
from our estimates or expectations. If our operating results are below the estimates or expectations of public market analysts and
investors, our stock price could decline. 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. Any litigation could result in reputational damage, substantial costs and a diversion
of management's attention and resources needed to successfully run our business.

2022 FORM 10-K 23

 ITEM 1B. UNRESOLVED STAFF COMMENTS
None.

ITEM 2. PROPERTIES
The following is a summary of principal properties owned or leased by NIKE:

The NIKE World Campus, owned by NIKE and located near Beaverton, Oregon, USA, is an approximately 400-acre site
consisting of over 40 buildings which, together with adjacent leased properties, functions as our world headquarters and is
occupied by approximately 11,200 employees engaged in management, research, design, development, marketing, finance and
other administrative functions serving nearly all of our segments. We lease a similar, but smaller, administrative facility in
Hilversum, the Netherlands, which serves as the headquarters for our Europe, Middle East & Africa geography and management
of certain brand functions for our non-U.S. operations. We also lease an office complex in Shanghai, China, our headquarters for
our Greater China geography, occupied by employees focused on implementing our wholesale, NIKE Direct and merchandising
strategies in the region, among other functions.

In the United States, NIKE has eight significant distribution centers. Five are located in or near Memphis, Tennessee, two of
which are owned and three of which are leased. Two other distribution centers, one located in Indianapolis, Indiana and one
located in Dayton, Tennessee, are leased and operated by third-party logistics providers. One distribution center for Converse is
located in Ontario, California, which is leased. NIKE has a number of distribution facilities outside the United States, some of
which are leased and operated by third-party logistics providers. The most significant distribution facilities outside the United
States are located in Laakdal, Belgium; Taicang, China; Tomisato, Japan and Icheon, Korea, all of which we own, as well as in
Suzhou, China, which is leased and operated by a third-party logistics provider.

Air Manufacturing Innovation manufactures cushioning components used in footwear at NIKE-owned and leased facilities located
near Beaverton, Oregon, and in Dong Nai Province, Vietnam, as well as at NIKE-owned facilities in St. Charles, Missouri.

Aside from the principal properties described above, we lease many offices worldwide for sales and administrative purposes. We
lease approximately 1,041 retail stores worldwide, which primarily consist of factory stores. See “United States Market” and
“International Markets” for additional information regarding our retail stores. Our leases expire at various dates through the fiscal
year 2043.

ITEM 3. LEGAL PROCEEDINGS

We do not believe there are any material pending legal proceedings, other than ordinary routine litigation incidental to our
business, to which we are a party or of which any of our property is the subject. Refer to Note 18 — Commitments and
Contingencies in the accompanying Notes to the Consolidated Financial Statements for further information.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

24 NIKE, INC.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
NIKE's Class B Common Stock is listed on the New York Stock Exchange and trades under the symbol NKE. At July 8, 2022,
there were 22,214 holders of record of NIKE's Class B Common Stock and 15 holders of record of NIKE's Class A Common
Stock. These figures do not include beneficial owners who hold shares in nominee name. The Class A Common Stock is not
publicly traded, but each share is convertible upon request of the holder into one share of Class B Common Stock. Refer to our
Consolidated Statements of Shareholders' Equity for dividends declared on the Class A and Class B Common Stock.

In June 2018, the Board of Directors approved a four-year, $15 billion share repurchase program. As of May 31, 2022, the
Company had repurchased a total of 77.4 million shares at an average price of $111.98 per share for a total approximate cost of
$8.7 billion under this program.

In June 2022, the Board of Directors authorized a new four-year, $18 billion program to repurchase shares of the Company's
Class B common stock. The Company's new program will replace the current $15 billion share repurchase program, which will be
terminated in fiscal 2023. Repurchases under the Company's new program will be made in open market or privately negotiated
transactions in compliance with the Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable
legal requirements and other relevant factors. The new share repurchase program does not obligate the Company to acquire any
particular amount of common stock, and it may be suspended at any time at the Company's discretion.

All share repurchases were made under NIKE's publicly announced program, and there are no other programs under which the
Company repurchases shares. The following table presents a summary of share repurchases made during the quarter ended
May 31, 2022:

APPROXIMATE DOLLAR
VALUE OF SHARES THAT
MAY YET BE PURCHASED
UNDER THE PLANS
TOTAL NUMBER OF AVERAGE PRICE OR PROGRAMS
PERIOD SHARES PURCHASED PAID PER SHARE (IN MILLIONS)
March 1 — March 31, 2022 3,729,125 $ 129.76 $ 6,915
April 1 — April 30, 2022 2,645,732 $ 129.85 $ 6,571
May 1 — May 31, 2022 2,078,150 $ 112.74 $ 6,337
8,453,007 $ 125.61

2022 FORM 10-K 25

 PERFORMANCE GRAPH
The following graph demonstrates a five-year comparison of cumulative total returns for NIKE's Class B Common Stock; the
Standard & Poor's 500 Stock Index; the Dow Jones U.S. Footwear Index; and the Standard & Poor's Apparel, Accessories &
Luxury Goods Index. The graph assumes an investment of $100 on May 31, 2017, in each of the indices and our Class B
Common Stock. Each of the indices assumes that all dividends were reinvested on the day of issuance.

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

$300
$280
$260
$240
$220
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
$0
2017 2018 2019 2020 2021 2022
NIKE, Inc. S&P 500 INDEX - TOTAL RETURN
DOW JONES US FOOTWEAR INDEX S&P 500 APPAREL, ACCESSORIES & LUXURY GOODS INDEX

The Dow Jones U.S. Footwear Index consists of NIKE, Crocs Inc., Deckers Outdoor Corporation and Skechers U.S.A., Inc.
Because NIKE is part of the Dow Jones U.S. Footwear Index, the price and returns of NIKE stock have a substantial effect on this
index. The Standard & Poor's Apparel, Accessories & Luxury Goods Index consists of PVH Corporation, Ralph Lauren
Corporation, Tapestry, Inc., Under Armour, Inc. and V.F. Corporation. The Dow Jones U.S. Footwear Index and the Standard &
Poor's Apparel, Accessories & Luxury Goods Index include companies in two major lines of business in which the Company
competes. The indices do not encompass all of the Company's competitors, nor all product categories and lines of business in
which the Company is engaged.

The stock performance shown on the performance graph above is not necessarily indicative of future performance. The Company
will not make or endorse any predictions as to future stock performance.

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

26 NIKE, INC.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.

2022 FORM 10-K 27

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NIKE designs, develops, markets and sells athletic footwear, apparel, equipment, accessories and services worldwide. We are
the largest seller of athletic footwear and apparel in the world. We sell our products through NIKE Direct operations, which is
comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital"), to
retail accounts and to a mix of independent distributors, licensees and sales representatives in virtually all countries around the
world. Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel,
equipment and accessories businesses. Our strategy is to achieve 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.

Through the Consumer Direct Acceleration, we are focusing on creating the marketplace of the future through more premium,
consistent and seamless consumer experiences, leading with digital and our owned stores, as well as select wholesale partners
that share our marketplace vision. Over the last several years, as we have executed against the Consumer Direct Acceleration,
we have grown our NIKE Direct business to be approximately 42% of total NIKE Brand revenues for fiscal 2022, and we have
reduced the number of wholesale accounts globally. Additionally, we have aligned our product creation and category
organizations around a new consumer construct focused on Men’s, Women’s and Kids’ and continue to invest in data and
analytics, demand sensing, insight gathering, inventory management and other areas to create an end-to-end technology
foundation, which we expect will further accelerate our digital transformation. 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.

During fiscal 2021, we substantially completed a series of leadership and operating model changes to streamline and speed up
the strategic execution of the Consumer Direct Acceleration. These changes resulted in a net reduction of our global workforce
and during fiscal 2021, we incurred pre-tax charges of $294 million, which relate to employee termination costs and, to a lesser
extent, stock-based compensation expense. For fiscal 2022, we recognized an immaterial amount of related employee
termination costs and, to a lesser extent, stock-based compensation expense. We expect future annual wage-related savings will
be reinvested to execute against this next phase of our strategy. For more information related to our organizational realignment
and related costs, see Note 21 — Restructuring within the accompanying Notes to the Consolidated Financial Statements.

COVID-19 AND MARKET DYNAMICS UPDATE

The COVID-19 pandemic and its impacts on the global supply chain created volatility in our fiscal 2022 business results and
operations globally. Despite these challenges, we achieved record Revenues for fiscal 2022, which increased 5% compared to
the prior fiscal year with gross margin expansion of 120 basis points. Our NIKE Direct business continued its momentum, growing
14% and 15% on a reported and currency-neutral basis, respectively, led by North America, APLA and EMEA, partially offset by
declines in Greater China due to a COVID-19 resurgence in the third and fourth quarters of fiscal 2022 as well as marketplace
dynamics. During fiscal 2022, nearly all of our owned stores remained open across North America, EMEA and APLA. In Greater
China however, due to a COVID-19 resurgence, we experienced a higher level of temporary store closures, with some operating
on reduced hours, as well as lower physical traffic compared to pre-pandemic levels.

During the first quarter of fiscal 2022, the majority of NIKE Brand and Converse contract manufacturers in Vietnam and Indonesia
were subject to government mandated shutdowns due to COVID-19. As a result of these closures, we lost approximately three
months of production, impacting available product supply throughout fiscal 2022. Globally, nearly all of our supplier base is
currently operational without restrictions and with factory production exceeding pre-closure production levels. In addition, our
supply of available inventory continued to be impacted in the fourth quarter of fiscal 2022 as extended inventory transit times
drove elevated levels of in-transit inventory. These supply chain impacts and a COVID-19 resurgence in Greater China, combined
with other factors, caused Inventories to grow to $8.4 billion, an increase of 23% compared to fiscal 2021.

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

Inventory transit times as well as logistics and fulfillment costs are expected to remain elevated. We also expect product costs to
remain elevated due to higher input costs. In the first quarter of fiscal 2023, we expect gross margin could be negatively impacted
by increased promotional activity to sell seasonal product arriving late due to the combination of temporary factory closures at the
beginning of fiscal 2022 and continued elevated transit times. To mitigate the impact across our business, our teams are
continuing to leverage our operational playbook and taking actions where we can, including balancing inventory across our
geographies, pricing actions and employing a seasonless approach to products. Despite these short-term dynamics, we believe
our Consumer Direct Acceleration strategy continues to drive our business towards our long-term financial goals.

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

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

For more information refer to Item 1A. Risk Factors, within Part I, Item 1. Business.

FISCAL 2022 OVERVIEW

In fiscal 2022, NIKE, Inc. achieved record Revenues of $46.7 billion, which increased 5% and 6% on a reported and currency-
neutral basis, respectively, driven by higher revenues in EMEA, North America and APLA, partially offset by declines in Greater
China. The NIKE Brand, which represents over 90% of NIKE, Inc. Revenues, increased 5% and 6% on a reported and currency-
neutral basis, respectively, compared to fiscal 2021. NIKE Direct grew 14% and 15%, on a reported and currency-neutral basis,
respectively, driven by an increase of 18% in NIKE Brand Digital, as growth in North America, APLA and EMEA was partially
offset by a decline in Greater China. Wholesale revenues declined 1% as declines in North America and Greater China were
partially offset by growth in EMEA and APLA. Revenues for Converse increased 6% and 7%, on a reported and currency-neutral
basis, respectively, led by double-digit growth in our direct to consumer business, partially offset by lower wholesale revenues.

Income before income taxes remained flat for fiscal 2022, as higher revenues and gross margin expansion were offset by higher
selling and administrative expense. NIKE, Inc. gross margin increased 120 basis points, led by margin expansion in our NIKE
Direct business, a higher mix of full-price sales and favorable changes in net foreign currency exchange rates, including hedges,
partially offset by elevated freight and logistics costs and higher inventory obsolescence reserves primarily recognized in Greater
China in the fourth quarter of fiscal 2022. Selling and administrative expense increased due to higher Operating overhead and
Demand creation expense. Operating overhead expense increased primarily due to higher strategic technology investments as
well as increases in wage-related expenses and NIKE Direct variable costs. This activity was partially offset by higher
restructuring-related costs in the prior year related to our organizational realignment. For more information, see Note 21 —
Restructuring within the accompanying Notes to the Consolidated Financial Statements. Demand creation expense increased
primarily due to normalization of spend against brand campaigns and continued investments in digital marketing to support
heightened digital demand. ROIC as of May 31, 2022 was 46.5% compared to 48.8% as of May 31, 2021. ROIC is considered a
non-GAAP financial measure, see "Use of Non-GAAP Financial Measures" for further information.

During the fourth quarter of fiscal 2022, we entered into separate definitive agreements to sell our legal entities in Argentina and
Uruguay as well as our legal entity in Chile to third-party distributors. The assets and liabilities of these entities will remain
classified as held-for-sale on our Consolidated Balance Sheets until the transactions close, which is expected to occur prior to the
end of the third quarter of fiscal 2023. For more information related to our planned distributor partnership transition within APLA,
see Note 20 — Acquisitions and Divestitures within the accompanying Notes to the Consolidated Financial Statements. In future
quarters, as we shift from a wholesale and direct to consumer operating model to a distributor operating model within these
countries, we expect consolidated NIKE, Inc. and APLA revenue growth will be reduced due to differences in 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 lessen exposure to foreign exchange rate volatility.

Economic sanctions imposed on Russia during the fourth quarter of fiscal 2022, impacted our local business and a reduction in
the Ruble liquidity affected our ability to manage operational impact and related foreign currency risk. As a result, we
deconsolidated our Russian legal entities, the net revenues of which were less than one percent of consolidated net Revenues
for fiscal 2021. The deconsolidation of our Russian legal entities resulted in a one-time, pre-tax charge of $96 million recognized
within Other (income) expense, net, classified within Corporate. Subsequent to the end of fiscal 2022, we made the decision to
leave the Russian marketplace.

While foreign currency markets remain volatile, in part due to geopolitical dynamics which have led to a stronger U.S. Dollar, we
continue to see opportunities to drive future growth and profitability. We remain committed to effectively managing our business
and mitigating financial market risks to achieve our financial goals over the long-term by executing against the operational
strategies outlined above.

For discussion related to the results of operations and changes in financial condition for fiscal 2021 compared to fiscal 2020 refer
to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2021
Form 10-K, which was filed with the United States Securities and Exchange Commission on July 20, 2021.

USE OF NON-GAAP FINANCIAL MEASURES

Throughout this Annual Report on Form 10-K, we discuss non-GAAP financial measures, including references to wholesale
equivalent revenues, currency-neutral revenues, Total NIKE Brand earnings before interest and taxes (EBIT) and Total NIKE, Inc.
EBIT, as well as EBIT Margin and ROIC, which should be considered in addition to, and not in lieu of, the financial measures
calculated and presented in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). References to wholesale equivalent revenues are intended to provide context as to the total size of our NIKE Brand
market footprint if we had no NIKE Direct operations. NIKE Brand wholesale equivalent revenues consist of (1) sales to external
wholesale customers and (2) internal sales from our wholesale operations to our NIKE Direct operations, which are charged at
prices comparable to those charged to external wholesale customers. Additionally, currency-neutral revenues are calculated

2022 FORM 10-K 29

 using actual exchange rates in use during the comparative prior year period to enhance the visibility of the underlying business
trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. EBIT is calculated as Net
Income before Interest expense (income), net and Income tax expense in the Consolidated Statements of Income. EBIT Margin
is calculated as EBIT divided by total NIKE, Inc. Revenues. ROIC represents a performance measure that management believes
is useful information in understanding the Company's ability to effectively manage invested capital, see the table below for how
the Company calculates this measure.

Management uses these non-GAAP financial measures when evaluating the Company's performance, including when making
financial and operating decisions. Additionally, management believes these non-GAAP financial measures provide investors with
additional financial information that should be considered when assessing our underlying business performance and trends.
However, references to wholesale equivalent revenues, currency-neutral revenues, ROIC, EBIT and EBIT margin should not be
considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP
and may not be comparable to similarly titled non-GAAP measures used by other companies.

Our ROIC calculation as of May 31, 2022 and 2021 is as follows:

FOR THE TRAILING FOUR

QUARTERS ENDED
(Dollars in millions) MAY 31, 2022 MAY 31, 2021
Numerator
Net income $ 6,046 $ 5,727
Add: Interest expense (income), net 205 262
Add: Income tax expense 605 934
Earnings before interest and taxes 6,856 6,923
Income tax adjustment(1) (624) (970)
Earnings before interest and after taxes $ 6,232 $ 5,953

AVERAGE FOR THE TRAILING FIVE

QUARTERS ENDED
MAY 31, 2022 MAY 31, 2021
Denominator
Total debt(2) $ 12,722 $ 12,890
Add: Shareholders' equity 14,425 10,523
Less: Cash and equivalents and Short-term investments 13,748 11,217
Total invested capital $ 13,399 $ 12,196

RETURN ON INVESTED CAPITAL 46.5 % 48.8 %

(1) Equals Earnings before interest and taxes multiplied by the effective tax rate as of the respective quarter end.
(2) Total debt includes the following: 1) Current portion of long-term debt, 2) Notes Payable, 3) Current portion of operating lease liabilities, 4) Long-term
debt and 5) Operating lease liabilities.

30 NIKE, INC.
RESULTS OF OPERATIONS
(Dollars in millions, except per share data) FISCAL 2022 FISCAL 2021 % CHANGE FISCAL 2020 % CHANGE
Revenues $ 46,710 $ 44,538 5% $ 37,403 19%
Cost of sales 25,231 24,576 3% 21,162 16%
Gross profit 21,479 19,962 8% 16,241 23%
Gross margin 46.0 % 44.8 % 43.4 %
Demand creation expense 3,850 3,114 24% 3,592 -13%
Operating overhead expense 10,954 9,911 11% 9,534 4%
Total selling and administrative expense 14,804 13,025 14% 13,126 -1%
% of revenues 31.7 % 29.2 % 35.1 %
Interest expense (income), net 205 262 — 89 —
Other (income) expense, net (181) 14 — 139 —
Income before income taxes 6,651 6,661 0% 2,887 131%
Income tax expense 605 934 -35% 348 168%
Effective tax rate 9.1 % 14.0 % 12.1 %
NET INCOME $ 6,046 $ 5,727 6% $ 2,539 126%
Diluted earnings per common share $ 3.75 $ 3.56 5% $ 1.60 123%

2022 FORM 10-K 31

 CONSOLIDATED OPERATING RESULTS
REVENUES
% CHANGE % CHANGE
EXCLUDING EXCLUDING
FISCAL FISCAL % CURRENCY FISCAL % CURRENCY
(Dollars in millions) 2022 2021 CHANGE CHANGES(1) 2020 CHANGE CHANGES(1)
NIKE, Inc. Revenues:
NIKE Brand Revenues by:
Footwear $ 29,143 $ 28,021 4% 4% $ 23,305 20% 18%
Apparel 13,567 12,865 5% 6% 10,953 17% 15%
Equipment 1,624 1,382 18% 18% 1,280 8% 7%
Global Brand Divisions(2) 102 25 308% 302% 30 -17% -17%
Total NIKE Brand Revenues 44,436 42,293 5% 6% 35,568 19% 17%
Converse 2,346 2,205 6% 7% 1,846 19% 16%
Corporate(3) (72) 40 — — (11) — —
TOTAL NIKE, INC. REVENUES $ 46,710 $ 44,538 5% 6% $ 37,403 19% 17%
Supplemental NIKE Brand Revenues Details:
NIKE Brand Revenues by:
Sales to Wholesale Customers $ 25,608 $ 25,898 -1% -1% $ 23,156 12% 10%
Sales through NIKE Direct 18,726 16,370 14% 15% 12,382 32% 30%
Global Brand Divisions(2) 102 25 308% 302% 30 -17% -17%
TOTAL NIKE BRAND REVENUES $ 44,436 $ 42,293 5% 6% $ 35,568 19% 17%
NIKE Brand Revenues on a Wholesale Equivalent
Basis:(1)
Sales to Wholesale Customers $ 25,608 $ 25,898 -1% -1% $ 23,156 12% 10%
Sales from our Wholesale Operations to NIKE Direct
Operations 10,543 9,872 7% 7% 7,452 32% 30%
TOTAL NIKE BRAND WHOLESALE EQUIVALENT
REVENUES $ 36,151 $ 35,770 1% 1% $ 30,608 17% 15%
(1),(4)
NIKE Brand Wholesale Equivalent Revenues by:
Men's $ 18,797 $ 18,391 2% 3% $ 16,430 12% 10%
Women's 8,273 8,225 1% 1% 6,954 18% 16%
NIKE Kids' 4,874 4,882 0% 0% 4,199 16% 14%
Jordan Brand 5,122 4,780 7% 7% 3,687 30% 27%
Others(5) (915) (508) -80% -79% (662) 23% 24%
TOTAL NIKE BRAND WHOLESALE EQUIVALENT
REVENUES $ 36,151 $ 35,770 1% 1% $ 30,608 17% 15%
(1) The percent change excluding currency changes and the presentation of wholesale equivalent revenues represent non-GAAP financial measures. See
"Use of Non-GAAP Financial Measures" for further information.
(2) Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.
(3) Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand
geographic operating segments and Converse, but managed through our central foreign exchange risk management program.
(4) As a result of the Consumer Direct Acceleration strategy, announced in fiscal 2021, the Company is now organized around a new 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 have been reclassified to conform to fiscal 2022 presentation. These changes had no impact on
previously reported consolidated results of operations or shareholders' equity. For additional information about the Consumer Direct Acceleration refer
to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations within the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 2021.
(5) Others include products not allocated to Men’s, Women’s, NIKE Kids’ and Jordan Brand, as well as certain adjustments that are not allocated to
products designated by consumer.

32 NIKE, INC.
FISCAL 2022 NIKE BRAND REVENUE HIGHLIGHTS
The following tables present NIKE Brand revenues disaggregated by reportable operating segment, distribution channel and
major product line:

41% 14% 4%
North APLA 58% Equipment
America Wholesale 66%
Footwear
17% 42%
Greater
NIKE
China
Direct
30%
Apparel

28%
EMEA

FISCAL 2022 COMPARED TO FISCAL 2021

On a currency-neutral basis, NIKE, Inc. Revenues increased 6% for fiscal 2022, driven by higher revenues in EMEA, North
America and APLA, partially offset by lower revenues in Greater China. Higher revenues in EMEA and North America each
contributed approximately 3 percentage points to NIKE, Inc. Revenues, and APLA contributed approximately 2 percentage points,
while lower revenues in Greater China reduced NIKE, Inc. Revenues by approximately 2 percentage points.

On a currency-neutral basis, NIKE Brand footwear revenues increased 4% for fiscal 2022, driven by growth in NIKE Direct,
partially offset by a decline in our wholesale business. Unit sales of footwear decreased 3%, while higher average selling price
(ASP) per pair contributed approximately 7 percentage points of footwear revenue growth. Higher ASP per pair was primarily due
to higher NIKE Direct ASP, the favorable impact of growth in our NIKE Direct business, higher full-price ASP, net of discounts, on
a wholesale equivalent basis, and a higher mix of full-price sales.

Currency-neutral NIKE Brand apparel revenues increased 6% for fiscal 2022, driven primarily by growth in Men's. Unit sales of
apparel remained flat, and higher ASP per unit contributed approximately 6 percentage points of apparel revenue growth. Higher
ASP per unit was primarily due to higher full-price and NIKE Direct ASPs.

On a reported basis, NIKE Direct revenues represented approximately 42% of our total NIKE Brand revenues for fiscal 2022
compared to 39% for fiscal 2021. NIKE Brand Digital sales were $10.7 billion for fiscal 2022 compared to $9.1 billion for fiscal
2021. On a currency-neutral basis, NIKE Direct revenues increased 15% for fiscal 2022, driven by NIKE Brand Digital sales
growth of 18%, comparable store sales growth of 10%, in part due to improved physical retail traffic, and the addition of new
stores. Comparable store sales, which exclude NIKE Brand Digital sales, comprises revenues from NIKE-owned in-line and
factory stores for which all three of the following requirements have been met: (1) the store has been open at least one year, (2)
square footage has not changed by more than 15% within the past year and (3) the store has not been permanently repositioned
within the past year. Comparable store sales includes revenues from stores that were temporarily closed during the period as a
result of COVID-19. Comparable store sales represents a performance measure that we believe is useful information for
management and investors in understanding the performance of our established NIKE-owned in-line and factory stores.
Management considers this metric when making financial and operating decisions. The method of calculating comparable store
sales varies across the retail industry. As a result, our calculation of this metric may not be comparable to similarly titled
measures used by other companies.

On a currency-neutral basis, fiscal 2022 NIKE Brand revenue growth of 6% was primarily driven by increases in Men's and the
Jordan Brand, which grew 3% and 7%, respectively.

2022 FORM 10-K 33

 GROSS MARGIN
FISCAL 2022 COMPARED TO FISCAL 2021
For fiscal 2022, our consolidated gross profit increased 8% to $21,479 million compared to $19,962 million for fiscal 2021. Gross
margin increased 120 basis points to 46.0% for fiscal 2022 compared to 44.8% for fiscal 2021 due to the following:

50.0
0.6 0.2
47.5 1.3 0.7 46.0
44.8
% 45.0 (1.3) (0.3)
42.5

40.0
FY 21 NIKE DIRECT OFF-PRICE* FOREIGN CURRENCY FULL PRICE NIKE NIKE BRAND OTHER COSTS FY 22
EXCHANGE RATES BRAND AVERAGE PRODUCT COSTS*
(INCL. HEDGES) SELLING PRICE
(NET OF
DISCOUNTS)*

*Wholesale equivalent

The increase in gross margin for fiscal 2022 was primarily due to higher margin in our NIKE Direct business, a higher mix of full-
price sales on a wholesale equivalent basis and favorable changes in net foreign currency exchange rates, including hedges.
This activity was partially offset by higher product costs on a wholesale equivalent basis, largely due to elevated freight and
logistics costs as well as an increase in other costs primarily due to higher inventory obsolescence reserves recognized in
Greater China in the fourth quarter of fiscal 2022.

TOTAL SELLING AND ADMINISTRATIVE EXPENSE

(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE FISCAL 2020 % CHANGE
Demand creation expense(1) $ 3,850 $ 3,114 24% $ 3,592 -13%
Operating overhead expense 10,954 9,911 11% 9,534 4%
Total selling and administrative expense $ 14,804 $ 13,025 14% $ 13,126 -1%
% of revenues 31.7% 29.2% 250 bps 35.1% (590) bps
(1) Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary product, television,
digital and print advertising and media costs, brand events and retail brand presentation.

FISCAL 2022 COMPARED TO FISCAL 2021

Demand creation expense increased 24% for fiscal 2022, primarily due to higher advertising and marketing spend against brand
campaigns as we experienced marketplace closures in the prior year due to COVID-19, as well as continued investments in
digital marketing to support heightened digital demand. Changes in foreign currency exchange rates decreased Demand creation
expense by approximately 1 percentage point.

Operating overhead expense increased 11% for fiscal 2022, primarily due to higher strategic technology investments and
increases in wage-related expenses and NIKE Direct variable costs. This activity was partially offset by higher restructuring-
related costs in the prior year related to our organizational realignment. For more information, see Note 21 — Restructuring within
the accompanying Notes to the Consolidated Financial Statements. Changes in foreign currency exchange rates had an
insignificant impact on Operating overhead expense.

OTHER (INCOME) EXPENSE, NET

(Dollars in millions) FISCAL 2022 FISCAL 2021 FISCAL 2020
Other (income) expense, net $ (181) $ 14 $ 139

Other (income) expense, net comprises foreign currency conversion gains and losses from the remeasurement of monetary
assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments,
as well as unusual or non-operating transactions that are outside the normal course of business.

FISCAL 2022 COMPARED TO FISCAL 2021

Other (income) expense, net changed from $14 million of other expense, net in fiscal 2021 to $181 million of other income, net in
the current year, primarily due to a $219 million net favorable change in foreign currency conversion gains and losses, including
hedges, as well as a net favorable impact related to our strategic distributor partnership transition within APLA, partially offset by
the one-time charge related to the deconsolidation of our Russian operations.

34 NIKE, INC.
For more information related to our distributor partnership transition within APLA, see Note 20 — Acquisitions and Divestitures
within the accompanying Notes to the Consolidated Financial Statements.

We estimate the combination of the translation of foreign currency-denominated profits from our international businesses, and the
year-over-year change in foreign currency-related gains and losses included in Other (income) expense, net had a favorable
impact on our Income before income taxes of $132 million for fiscal 2022.

INCOME TAXES
FISCAL 2022 FISCAL 2021 % CHANGE FISCAL 2020 % CHANGE
Effective tax rate 9.1% 14.0% (490) bps 12.1% 190 bps

FISCAL 2022 COMPARED TO FISCAL 2021

Our effective tax rate was 9.1% for fiscal 2022, compared to 14.0% for fiscal 2021, primarily due to a shift in our earnings mix and
recognition of a non-cash, one-time benefit related to the onshoring of certain non-U.S. intangible property ownership rights in the
fourth quarter of fiscal 2022.

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

Each NIKE Brand geographic segment operates predominantly in one industry: the design, development, marketing and selling
of athletic footwear, apparel and equipment. The Company's reportable operating segments for the NIKE Brand are: North
America; Europe, Middle East & Africa (EMEA); Greater China; and Asia Pacific & Latin America (APLA), and include results for
the NIKE and Jordan brands. The Company's NIKE Direct operations are managed within each geographic operating segment.
Converse is also a reportable operating segment for the Company and operates predominately in one industry: the design,
marketing, licensing and selling of athletic lifestyle sneakers, apparel and accessories.

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

2022 FORM 10-K 35

 The breakdown of Revenues is as follows:

% CHANGE % CHANGE
EXCLUDING EXCLUDING
CURRENCY CURRENCY
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE CHANGES(1) FISCAL 2020 % CHANGE CHANGES(1)
North America $ 18,353 $ 17,179 7% 7% $ 14,484 19% 19%
Europe, Middle East & Africa 12,479 11,456 9% 12% 9,347 23% 17%
Greater China 7,547 8,290 -9% -13% 6,679 24% 19%
Asia Pacific & Latin America(2) 5,955 5,343 11% 16% 5,028 6% 8%
Global Brand Divisions(3) 102 25 308% 302% 30 -17% -17%
TOTAL NIKE BRAND 44,436 42,293 5% 6% 35,568 19% 17%
Converse 2,346 2,205 6% 7% 1,846 19% 16%
Corporate(4) (72) 40 — — (11) — —
TOTAL NIKE, INC. REVENUES $ 46,710 $ 44,538 5% 6% $ 37,403 19% 17%
(1) The percent change excluding currency changes represents a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" for further
information.
(2) Refer to Note 20 — Acquisitions and Divestitures within the accompanying Notes to the Consolidated Financial Statements for additional information on
the transition of our NIKE Brand business in Brazil to a third-party distributor.
(3) Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.
(4) Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand
geographic operating segments and Converse, but managed through our central foreign exchange risk management program.

The primary financial measure used by the Company to evaluate performance of individual operating segments is EBIT, which
represents Net income before Interest expense (income), net and Income tax expense in the Consolidated Statements of
Income. As discussed in Note 17 — Operating Segments and Related Information in the accompanying Notes to the
Consolidated Financial Statements, certain corporate costs are not included in EBIT of our operating segments.

The breakdown of earnings before interest and taxes is as follows:

(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE FISCAL 2020 % CHANGE
North America $ 5,114 $ 5,089 0% $ 2,899 76%
Europe, Middle East & Africa 3,293 2,435 35% 1,541 58%
Greater China 2,365 3,243 -27% 2,490 30%
Asia Pacific & Latin America 1,896 1,530 24% 1,184 29%
Global Brand Divisions (4,262) (3,656) -17% (3,468) -5%
TOTAL NIKE BRAND(1) $ 8,406 $ 8,641 -3% $ 4,646 86%
Converse 669 543 23% 297 83%
Corporate (2,219) (2,261) 2% (1,967) -15%
TOTAL NIKE, INC. EARNINGS BEFORE
INTEREST AND TAXES(1) $ 6,856 $ 6,923 -1% $ 2,976 133%
EBIT margin(1) 14.7 % 15.5 % 8.0 %
Interest expense (income), net 205 262 — 89 —
TOTAL NIKE, INC. INCOME BEFORE INCOME
TAXES $ 6,651 $ 6,661 0% $ 2,887 131%
(1) Total NIKE Brand EBIT, Total NIKE, Inc. EBIT and EBIT Margin represent non-GAAP financial measures. See "Use of Non-GAAP Financial Measures"
for further information.

36 NIKE, INC.
NORTH AMERICA
% CHANGE % CHANGE
EXCLUDING EXCLUDING
CURRENCY CURRENCY
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE CHANGES FISCAL 2020 % CHANGE CHANGES
Revenues by:
Footwear $ 12,228 $ 11,644 5% 5% $ 9,329 25% 25%
Apparel 5,492 5,028 9% 9% 4,639 8% 8%
Equipment 633 507 25% 25% 516 -2% -2%
TOTAL REVENUES $ 18,353 $ 17,179 7% 7% $ 14,484 19% 19%
Revenues by:
Sales to Wholesale Customers $ 9,621 $ 10,186 -6% -6% $ 9,371 9% 9%
Sales through NIKE Direct 8,732 6,993 25% 25% 5,113 37% 37%
TOTAL REVENUES $ 18,353 $ 17,179 7% 7% $ 14,484 19% 19%
EARNINGS BEFORE INTEREST
AND TAXES $ 5,114 $ 5,089 0% $ 2,899 76%

FISCAL 2022 COMPARED TO FISCAL 2021

On a currency-neutral basis, North America revenues increased 7%, due primarily to higher revenues in Men's and the Jordan
Brand. NIKE Direct revenues increased 25%, driven by strong digital sales growth of 30%, comparable store sales growth of 17%
and the addition of new stores.

Footwear revenues increased 5% on a currency-neutral basis, driven by growth in NIKE Direct, partially offset by a decline in our
wholesale business. Unit sales of footwear decreased 4%, while higher ASP per pair contributed approximately 9 percentage
points of footwear revenue growth. Higher ASP per pair was primarily due to higher NIKE Direct ASP, the favorable impact of
growth in our NIKE Direct business and a higher mix of full-price sales.

On a currency-neutral basis, apparel revenues increased 9%, driven primarily by higher revenues in Men's. Unit sales of apparel
decreased 2%, while higher ASP per unit contributed approximately 11 percentage points of apparel revenue growth. The
increase in ASP per unit was primarily driven by higher full-price and NIKE Direct ASPs as well as a higher mix of full-price sales.

Reported EBIT remained flat as higher revenues were offset by higher selling and administrative expense and gross margin
contraction. Gross margin decreased approximately 10 basis points, largely due to higher product and other costs, partially offset
by higher margins and the favorable impact of growth in our NIKE Direct business, a higher mix of full-price sales and higher full-
price ASP, net of discounts, primarily due to strategic pricing actions. Higher product and other costs were primarily due to
increased freight, logistics and warehousing costs. Selling and administrative expense increased due to higher demand creation
and operating overhead expense. Demand creation expense increased primarily as a result of higher advertising and marketing
expense, as well as higher digital marketing investments. The increase in operating overhead expense reflected higher wage-
related costs as well as an increase in NIKE Direct variable costs.

2022 FORM 10-K 37

 EUROPE, MIDDLE EAST & AFRICA
% CHANGE % CHANGE
EXCLUDING EXCLUDING
CURRENCY CURRENCY
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE CHANGES FISCAL 2020 % CHANGE CHANGES
Revenues by:
Footwear $ 7,388 $ 6,970 6% 9% $ 5,892 18% 13%
Apparel 4,527 3,996 13% 16% 3,053 31% 25%
Equipment 564 490 15% 17% 402 22% 19%
TOTAL REVENUES $ 12,479 $ 11,456 9% 12% $ 9,347 23% 17%
Revenues by:
Sales to Wholesale Customers $ 8,377 $ 7,812 7% 10% $ 6,574 19% 14%
Sales through NIKE Direct 4,102 3,644 13% 15% 2,773 31% 25%
TOTAL REVENUES $ 12,479 $ 11,456 9% 12% $ 9,347 23% 17%
EARNINGS BEFORE INTEREST
AND TAXES $ 3,293 $ 2,435 35% $ 1,541 58%

FISCAL 2022 COMPARED TO FISCAL 2021

On a currency-neutral basis, EMEA revenues for fiscal 2022 grew 12%, due primarily to higher revenues in Men’s, the Jordan
Brand and Women's. NIKE Direct revenues increased 15%, primarily due to comparable store sales growth of 30% due to
improved physical retail traffic, in part resulting from temporary store closures and safety-related measures in response to
COVID-19 in the prior year, as well as digital sales growth of 8%.

Currency-neutral footwear revenues increased 9%, driven by higher revenues in the Jordan Brand and Men's. Unit sales of
footwear decreased 1%, while higher ASP per pair contributed approximately 10 percentage points of footwear revenue growth.
Higher ASP per pair was primarily due to higher NIKE Direct and full-price ASPs as well as a higher mix of full-price sales.

Currency-neutral apparel revenues increased 16% due primarily to higher revenues in Men's and Women's. Unit sales of apparel
increased 9%, while higher ASP per unit contributed approximately 7 percentage points of apparel revenue growth, primarily due
to higher full-price and NIKE Direct ASPs.

Reported EBIT increased 35% as gross margin expansion and higher revenues more than offset higher selling and administrative
expense. Gross margin increased approximately 570 basis points primarily due to higher NIKE Direct margins, favorable changes
in standard foreign currency exchange rates, a higher mix of full-price sales and higher full-price ASP, net of discounts, partially
offset by higher product costs. Higher full-price ASP, net of discounts, was largely due to strategic pricing actions, while higher
product costs were primarily due to increased freight and logistics costs. Selling and administrative expense increased due to
higher demand creation and operating overhead expense. Higher demand creation expense was driven by higher advertising and
marketing expense. Higher operating overhead expense was primarily due to increases in wage-related expenses and
professional services.

38 NIKE, INC.
GREATER CHINA
% CHANGE % CHANGE
EXCLUDING EXCLUDING
CURRENCY CURRENCY
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE CHANGES FISCAL 2020 % CHANGE CHANGES
Revenues by:
Footwear $ 5,416 $ 5,748 -6% -10% $ 4,635 24% 19%
Apparel 1,938 2,347 -17% -21% 1,896 24% 19%
Equipment 193 195 -1% -6% 148 32% 26%
TOTAL REVENUES $ 7,547 $ 8,290 -9% -13% $ 6,679 24% 19%
Revenues by:
Sales to Wholesale Customers $ 4,081 $ 4,513 -10% -14% $ 3,803 19% 14%
Sales through NIKE Direct 3,466 3,777 -8% -12% 2,876 31% 26%
TOTAL REVENUES $ 7,547 $ 8,290 -9% -13% $ 6,679 24% 19%
EARNINGS BEFORE INTEREST
AND TAXES $ 2,365 $ 3,243 -27% $ 2,490 30%

FISCAL 2022 COMPARED TO FISCAL 2021

On a currency-neutral basis, Greater China revenues for fiscal 2022 decreased 13%, reflecting impacts from supply chain
constraints, government restrictions due to COVID-19 as well as marketplace dynamics. The decrease in revenues was primarily
due to lower revenues in Men’s and Women's. NIKE Direct revenues decreased 12% due to digital sales declines of 15% and
comparable store sales declines of 14%, in part due to reduced physical retail traffic as a result of government restrictions due to
COVID-19 as well as ongoing marketplace dynamics, partially offset by the addition of new stores.

Currency-neutral footwear revenues decreased 10%, driven primarily by lower revenues in Men's and Women's. Unit sales of
footwear decreased 7%, while lower ASP per pair reduced footwear revenues by approximately 3 percentage points, driven by
lower NIKE Direct and full-price ASPs, reflecting higher discounts.

Currency-neutral apparel revenues decreased 21%, due primarily to lower revenues in Men's and Women's. Unit sales of apparel
decreased 15%, while lower ASP per unit reduced apparel revenues by approximately 6 percentage points, primarily due to lower
NIKE Direct and full-price ASPs, reflecting higher discounts.

Reported EBIT decreased 27% due to lower revenues, gross margin contraction and higher selling and administrative expense.
Gross margin decreased approximately 390 basis points, reflecting impacts from COVID-19 related government restrictions
which reduced physical retail traffic and led to higher inventory obsolescence reserves recognized primarily in the fourth quarter
of fiscal 2022. The decrease in gross margin was also largely due to higher product costs and lower NIKE Direct margins. This
activity was partially offset by favorable changes in standard foreign currency exchange rates. Selling and administrative expense
increased due to higher demand creation and operating overhead expense. Growth in demand creation expense was primarily
due to higher advertising and marketing expense. Operating overhead expense increased largely due to higher wage-related
costs and higher strategic technology investments.

2022 FORM 10-K 39

 ASIA PACIFIC & LATIN AMERICA
% CHANGE % CHANGE
EXCLUDING EXCLUDING
CURRENCY CURRENCY
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE CHANGES FISCAL 2020 % CHANGE CHANGES
Revenues by:
Footwear $ 4,111 $ 3,659 12% 17% $ 3,449 6% 8%
Apparel 1,610 1,494 8% 12% 1,365 9% 10%
Equipment 234 190 23% 28% 214 -11% -9%
TOTAL REVENUES $ 5,955 $ 5,343 11% 16% $ 5,028 6% 8%
Revenues by:
Sales to Wholesale Customers $ 3,529 $ 3,387 4% 8% $ 3,408 -1% 2%
Sales through NIKE Direct 2,426 1,956 24% 30% 1,620 21% 22%
TOTAL REVENUES $ 5,955 $ 5,343 11% 16% $ 5,028 6% 8%
EARNINGS BEFORE INTEREST
AND TAXES $ 1,896 $ 1,530 24% $ 1,184 29%

As discussed previously, our NIKE Brand business in Brazil transitioned to a distributor operating model during fiscal 2021.
During the fourth quarter of fiscal 2022, we signed separate definitive agreements to sell our legal entities in Argentina and
Uruguay as well as our legal entity in Chile to third-party distributors. The assets and liabilities of our legal entities in Argentina,
Chile and Uruguay will remain classified as held-for-sale on the Consolidated Balance Sheets until the transactions close, which
is expected to occur prior to the end of the third quarter of fiscal 2023. The impacts of closing the Brazil transaction as well as
classifying the Argentina, Chile, and Uruguay entities as held-for-sale in fiscal 2020 are included within Corporate and are not
reflected in the APLA operating segment results. For more information see Note 20 — Acquisitions and Divestitures within the
accompanying Notes to the Consolidated Financial Statements.

FISCAL 2022 COMPARED TO FISCAL 2021

On a currency-neutral basis, APLA revenues increased 16% for fiscal 2022. The increase was due to higher revenues across
nearly all territories, driven by SOCO (which comprises Argentina, Chile and Uruguay), Mexico and Korea, which increased 58%,
35% and 16%, respectively. Revenues increased primarily due to higher revenues in Men’s and Women's. NIKE Direct revenues
increased 30%, primarily due to digital sales growth of 51% and comparable store sales growth of 13%, in part due to improved
physical retail traffic, partially offset by store closures.

Currency-neutral footwear revenues increased 17% for fiscal 2022 in part due to higher revenues in Women's and Men's. Unit
sales of footwear increased 2%, while higher ASP per pair contributed approximately 15 percentage points of footwear revenue
growth. Higher ASP per pair was driven by higher NIKE Direct ASP, higher full-price ASP, reflecting lower discounts, higher off-
price ASP and a higher mix of full-price sales. Higher ASPs, in part, reflect inflationary conditions in our SOCO territory.

Currency-neutral apparel revenues increased 12% for fiscal 2022 due primarily to higher revenues in Men's. Unit sales of apparel
increased 3%, while higher ASP per unit contributed approximately 9 percentage points of apparel revenue growth, driven by
higher full-price ASP, reflecting lower discounts, as well as higher NIKE Direct and off-price ASPs. Higher ASPs, in part, reflect
inflationary conditions in our SOCO territory.

Reported EBIT increased 24% for fiscal 2022, as higher revenues and gross margin expansion more than offset higher selling
and administrative expense. Gross margin increased approximately 400 basis points primarily due to higher margins and the
favorable impact of growth in our NIKE Direct business, higher full-price ASP largely due to lower discounts, favorable changes in
standard foreign currency exchange rates, lower other costs as well as a higher mix of full-price sales. The decrease in other
costs was primarily due to lower warehousing costs. Selling and administrative expense increased due to higher demand creation
and operating overhead expense. Higher demand creation expense was primarily due to higher digital marketing investments to
support heightened digital demand. The increase in operating overhead expense was primarily due to an increase in NIKE Direct
variable expenses as well as higher bad debt expense.

40 NIKE, INC.
GLOBAL BRAND DIVISIONS
% CHANGE % CHANGE
EXCLUDING EXCLUDING
CURRENCY CURRENCY
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE CHANGES FISCAL 2020 % CHANGE CHANGES
Revenues $ 102 $ 25 308% 302% $ 30 -17% -17%
Earnings (Loss) Before Interest and Taxes $ (4,262) $ (3,656) -17% $ (3,468) -5%

Global Brand Divisions primarily represent demand creation and operating overhead expense, including product creation and
design expenses that are centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital
operations and enterprise technology. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous
revenues that are not part of a geographic operating segment.

FISCAL 2022 COMPARED TO FISCAL 2021

Global Brand Divisions' loss before interest and taxes increased 17% for fiscal 2022 due to higher total selling and administrative
expense, driven by higher operating overhead and demand creation expense. Higher operating overhead expense was primarily
due to an increase in strategic technology investments, continued investment in digital capabilities and higher wage-related
expenses. Higher demand creation expense was primarily due to higher advertising and marketing expense and higher sports
marketing costs.

CONVERSE
% CHANGE % CHANGE
EXCLUDING EXCLUDING
CURRENCY CURRENCY
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE CHANGES FISCAL 2020 % CHANGE CHANGES
Revenues by:
Footwear $ 2,094 $ 1,986 5% 6% $ 1,642 21% 17%
Apparel 103 104 -1% -3% 89 17% 13%
Equipment 26 29 -10% -16% 25 16% 14%
Other(1) 123 86 43% 42% 90 -4% -1%
TOTAL REVENUES $ 2,346 $ 2,205 6% 7% $ 1,846 19% 16%
Revenues by:
Sales to Wholesale Customers $ 1,292 $ 1,353 -5% -4% $ 1,154 17% 13%
Sales through Direct to Consumer 931 766 22% 22% 602 27% 24%
Other(1) 123 86 43% 42% 90 -4% -1%
TOTAL REVENUES $ 2,346 $ 2,205 6% 7% $ 1,846 19% 16%
EARNINGS BEFORE INTEREST
AND TAXES $ 669 $ 543 23% $ 297 83%
(1) Other revenues consist of territories serviced by third-party licensees who pay royalties to Converse for the use of its registered trademarks and other
intellectual property rights. We do not own the Converse trademarks in Japan and accordingly do not earn revenues in Japan.

FISCAL 2022 COMPARED TO FISCAL 2021

On a currency-neutral basis, Converse revenues increased 7% for fiscal 2022 due to revenue growth in North America, Western
Europe and licensee markets, partially offset by declines in Asia. Direct to consumer revenues increased 22%, led by strong
digital demand. Wholesale revenues decreased 4%, primarily due to ongoing marketplace dynamics in China as well as global
supply chain constraints. Combined unit sales within the wholesale and direct to consumer channels decreased 6%, while ASP
increased 12%, driven by growth in direct to consumer.

Reported EBIT increased 23%, driven by gross margin expansion and higher revenues, partially offset by higher selling and
administrative expense. Gross margin increased approximately 360 basis points as higher margins in direct to consumer, growth
in licensee revenues, favorable changes in standard foreign currency exchange rates, and higher full-price ASP, net of discounts,
were partially offset by higher product costs due to increased freight, duty and logistics costs. Selling and administrative expense
increased due to higher demand creation and operating overhead expense. Demand creation expense increased primarily due to
higher advertising and marketing expense, while operating overhead increased primarily due to higher professional services
costs.

2022 FORM 10-K 41

 CORPORATE
(Dollars in millions) FISCAL 2022 FISCAL 2021 % CHANGE FISCAL 2020 % CHANGE
Revenues $ (72) $ 40 — $ (11) —
Earnings (Loss) Before Interest and Taxes $ (2,219) $ (2,261) 2% $ (1,967) -15%

Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within
the NIKE Brand geographic operating segments and Converse, but managed through our central foreign exchange risk
management program.

The Corporate loss before interest and taxes primarily consists of unallocated general and administrative expenses, including
expenses associated with centrally managed departments; depreciation and amortization related to our corporate headquarters;
unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency
gains and losses.

In addition to the foreign currency gains and losses recognized in Corporate revenues, foreign currency results in Corporate
include gains and losses resulting from the difference between actual foreign currency exchange rates and standard rates used
to record non-functional currency denominated product purchases within the NIKE Brand geographic operating segments and
Converse; related foreign currency hedge results; conversion gains and losses arising from remeasurement of monetary assets
and liabilities in non-functional currencies; and certain other foreign currency derivative instruments.

FISCAL 2022 COMPARED TO FISCAL 2021

Corporate's loss before interest and taxes decreased $42 million during fiscal 2022, primarily due to the following:

• a favorable change in net foreign currency gains and losses of $219 million related to the remeasurement of monetary
assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative
instruments, reported as a component of consolidated Other (income) expense, net;

• an unfavorable change of $190 million related to the difference between actual foreign currency exchange rates and
standard foreign currency exchange rates assigned to the NIKE Brand geographic operating segments and Converse,
net of hedge gains and losses; these results are reported as a component of consolidated gross margin; and

• a favorable change of $13 million largely due to higher restructuring-related costs associated with our organizational
realignment in the prior year and, to a lesser extent, a net favorable impact related to our strategic distributor
partnership transition within APLA in the current year, partially offset by the one-time charge related to the
deconsolidation of our Russian operations and higher administrative and wage-related expenses in fiscal 2022.

FOREIGN CURRENCY EXPOSURES AND HEDGING PRACTICES

OVERVIEW
As a global company with significant operations outside the United States, in the normal course of business we are exposed to
risk arising from changes in currency exchange rates. Our primary foreign currency exposures arise from the recording of
transactions denominated in non-functional currencies and the translation of foreign currency denominated results of operations,
financial position and cash flows into U.S. Dollars.

Our foreign exchange risk management program is intended to lessen both the positive and negative effects of currency
fluctuations on our consolidated results of operations, financial position and cash flows. We manage global foreign exchange risk
centrally on a portfolio basis to address those risks material to NIKE, Inc. We manage these exposures by taking advantage of
natural offsets and currency correlations existing within the portfolio and, where practical and material, by hedging a portion of the
remaining exposures using derivative instruments such as forward contracts and options. As described below, the implementation
of the NIKE Trading Company (NTC) and our foreign currency adjustment program enhanced our ability to manage our foreign
exchange risk by increasing the natural offsets and currency correlation benefits existing within our portfolio of foreign exchange
exposures. Our hedging policy is designed to partially or entirely offset the impact of exchange rate changes on the underlying
net exposures being hedged. Where exposures are hedged, our program has the effect of delaying the impact of exchange rate
movements on our Consolidated Financial Statements; the length of the delay is dependent upon hedge horizons. We do not
hold or issue derivative instruments for trading or speculative purposes.

Refer to Note 6 — Fair Value Measurements and Note 14 — Risk Management and Derivatives in the accompanying Notes to
the Consolidated Financial Statements for additional description of outstanding derivatives at each reported period end.

42 NIKE, INC.
TRANSACTIONAL EXPOSURES
We conduct business in various currencies and have transactions which subject us to foreign currency risk. Our most significant
transactional foreign currency exposures are:

• Product Costs — NIKE's product costs are exposed to fluctuations in foreign currencies in the following ways:

1. Product purchases denominated in currencies other than the functional currency of the transacting entity:

a. Certain NIKE entities purchase product from the NTC, a wholly-owned sourcing hub that buys NIKE branded
products from third-party factories, predominantly in U.S. Dollars. The NTC, whose functional currency is the
U.S. Dollar, then sells the products to NIKE entities in their respective functional currencies. NTC sales to a NIKE
entity with a different functional currency results in a foreign currency exposure for the NTC.

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

In both purchasing scenarios, a weaker U.S. Dollar reduces inventory costs incurred by NIKE whereas a stronger
U.S. Dollar increases its cost.

2. Factory input costs: NIKE operates a foreign currency adjustment program with certain factories. The program is
designed to more effectively manage foreign currency risk by assuming certain of the factories' foreign currency
exposures, some of which are natural offsets to our existing foreign currency exposures. Under this program, our
payments to these factories are adjusted for rate fluctuations in the basket of currencies (“factory currency exposure
index”) in which the labor, materials and overhead costs incurred by the factories in the production of NIKE branded
products (“factory input costs”) are denominated.

For the currency within the factory currency exposure indices that is the local or functional currency of the factory, the
currency rate fluctuation affecting the product cost is recorded within Inventories and is recognized in Cost of sales
when the related product is sold to a third-party. All currencies within the indices, excluding the U.S. Dollar and the local
or functional currency of the factory, are recognized as embedded derivative contracts and are recorded at fair value
through Other (income) expense, net. Refer to Note 14 — Risk Management and Derivatives in the accompanying
Notes to the Consolidated Financial Statements for additional detail.

As an offset to the impacts of the fluctuating U.S. Dollar on our non-functional currency denominated product purchases
described above, a strengthening U.S. Dollar against the foreign currencies within the factory currency exposure indices
reduces NIKE's U.S. Dollar inventory cost. Conversely, a weakening U.S. Dollar against the indexed foreign currencies
increases our inventory cost.

• Non-Functional Currency Denominated External Sales — A portion of our NIKE Brand and Converse revenues associated
with European operations are earned in currencies other than the Euro (e.g., the British Pound) but are recognized at a
subsidiary that uses the Euro as its functional currency. These sales generate a foreign currency exposure.

• Other Costs — Non-functional currency denominated costs, such as endorsement contracts, also generate foreign currency
risk, though to a lesser extent. In certain cases, the Company has entered into contractual agreements which have
payments indexed to foreign currencies that create embedded derivative contracts recorded at fair value through Other
(income) expense, net. Refer to Note 14 — Risk Management and Derivatives in the accompanying Notes to the
Consolidated Financial Statements for additional detail.

• Non-Functional Currency Denominated Monetary Assets and Liabilities — Our global subsidiaries have various assets and
liabilities, primarily receivables and payables, including intercompany receivables and payables, denominated in currencies
other than their functional currencies. These balance sheet items are subject to remeasurement which may create
fluctuations in Other (income) expense, net within our consolidated results of operations.

MANAGING TRANSACTIONAL EXPOSURES

Transactional exposures are managed on a portfolio basis within our foreign currency risk management program. We manage
these exposures by taking advantage of natural offsets and currency correlations that exist within the portfolio and may also elect
to use currency forward and option contracts to hedge the remaining effect of exchange rate fluctuations on probable forecasted
future cash flows, including certain product cost exposures, non-functional currency denominated external sales and other costs
described above. Generally, these are accounted for as cash flow hedges, except for hedges of the embedded derivative
components of the product cost exposures and other contractual agreements.

2022 FORM 10-K 43

 Certain currency forward contracts used to manage the foreign exchange exposure of non-functional currency denominated
monetary assets and liabilities subject to remeasurement, and embedded derivative contracts are not formally designated as
hedging instruments. Accordingly, changes in fair value of these instruments are recognized in Other (income) expense, net and
are intended to offset the foreign currency impact of the remeasurement of the related non-functional currency denominated
asset or liability or the embedded derivative contract being hedged.

TRANSLATIONAL EXPOSURES
Many of our foreign subsidiaries operate in functional currencies other than the U.S. Dollar. Fluctuations in currency exchange
rates create volatility in our reported results as we are required to translate the balance sheets, operational results and cash flows
of these subsidiaries into U.S. Dollars for consolidated reporting. The translation of foreign subsidiaries' non-U.S. Dollar
denominated balance sheets into U.S. Dollars for consolidated reporting results in a cumulative translation adjustment to
Accumulated other comprehensive income (loss) within Shareholders' equity. In the translation of our Consolidated Statements of
Income, a weaker U.S. Dollar in relation to foreign functional currencies benefits our consolidated earnings whereas a stronger
U.S. Dollar reduces our consolidated earnings. The impact of foreign exchange rate fluctuations on the translation of our
consolidated Revenues was a detriment of approximately $295 million, a benefit of approximately $893 million and a detriment of
approximately $867 million for the years ended May 31, 2022, 2021 and 2020, respectively. The impact of foreign exchange rate
fluctuations on the translation of our Income before income taxes was a detriment of approximately $87 million, a benefit of
approximately $260 million and a detriment of approximately $212 million for the years ended May 31, 2022, 2021 and 2020,
respectively.

Management generally identifies hyper-inflationary markets as those markets whose cumulative inflation rate over a three-year
period exceeds 100%. Management has concluded our Argentina subsidiary within our APLA operating segment is operating in a
hyper-inflationary market. As a result, beginning in the second quarter of fiscal 2019, the functional currency of our Argentina
subsidiary changed from the local currency to the U.S. Dollar. As of and for the period ended May 31, 2022, this change did
not have a material impact on our results of operations or financial condition, and we do not anticipate it will have a material
impact in future periods based on current rates.

MANAGING TRANSLATIONAL EXPOSURES

To minimize the impact of translating foreign currency denominated revenues and expenses into U.S. Dollars for consolidated
reporting, certain foreign subsidiaries use excess cash to purchase U.S. Dollar denominated available-for-sale investments. The
variable future cash flows associated with the purchase and subsequent sale of these U.S. Dollar denominated investments at
non-U.S. Dollar functional currency subsidiaries creates a foreign currency exposure that qualifies for hedge accounting under
U.S. GAAP. We utilize forward contracts and/or options to mitigate the variability of the forecasted future purchases and sales of
these U.S. Dollar investments. The combination of the purchase and sale of the U.S. Dollar investment and the hedging
instrument has the effect of partially offsetting the year-over-year foreign currency translation impact on net earnings in the period
the investments are sold. Hedges of the purchase of U.S. Dollar denominated available-for-sale investments are accounted for as
cash flow hedges.

We estimate the combination of translation of foreign currency-denominated profits from our international businesses and the
year-over-year change in foreign currency related gains and losses included in Other (income) expense, net had favorable
impacts of approximately $132 million and $19 million and an unfavorable impact of approximately $91 million on our Income
before income taxes for the years ended May 31, 2022, 2021 and 2020, respectively.

NET INVESTMENTS IN FOREIGN SUBSIDIARIES

We are also exposed to the impact of foreign exchange fluctuations on our investments in wholly-owned foreign subsidiaries
denominated in a currency other than the U.S. Dollar, which could adversely impact the U.S. Dollar value of these investments
and therefore the value of future repatriated earnings. We have, in the past, hedged and may, in the future, hedge net investment
positions in certain foreign subsidiaries to mitigate the effects of foreign exchange fluctuations on these net investments. These
hedges are accounted for as net investment hedges in accordance with U.S. GAAP. There were no outstanding net investment
hedges as of May 31, 2022 and 2021. There were no cash flows from net investment hedge settlements for the years ended
May 31, 2022, 2021 and 2020.

44 NIKE, INC.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW ACTIVITY
Cash provided (used) by operations was an inflow of $5,188 million for fiscal 2022 compared to $6,657 million for fiscal 2021. Net
income, adjusted for non-cash items, generated $6,848 million of operating cash inflow for fiscal 2022 compared to $6,612 million
for fiscal 2021. The net change in working capital and other assets and liabilities resulted in a decrease to Cash provided (used)
by operations of $1,660 million for fiscal 2022, compared to an increase of $45 million for fiscal 2021. The net change in working
capital was unfavorably impacted by a $2,183 million increase in Inventories, partially offset by a favorable impact from a $1,102
million decrease in Accounts receivable. These changes were, in part, due to supply chain constraints, which caused higher
levels of in-transit inventory and therefore a lower supply of available inventory to meet consumer demand.

Cash provided (used) by investing activities was an outflow of $1,524 million for fiscal 2022, compared to an outflow of $3,800
million for fiscal 2021, primarily driven by the net change in short-term investments. During fiscal 2022, the net change in short-
term investments (including sales, maturities and purchases) resulted in a cash outflow of $747 million compared to a cash
outflow of $3,276 million in fiscal 2021. Additionally, during fiscal 2022, we continued investing in our infrastructure to support
future growth, specifically focused around digital capabilities, our end-to-end technology foundation, our corporate facilities and
improvements across our supply chain. In future periods, we expect to make annual capital expenditures of approximately 3% of
annual revenues.

Cash provided (used) by financing activities was an outflow of $4,836 million for fiscal 2022 compared to an outflow of $1,459
million for fiscal 2021. This change was driven by our resumption of the share repurchase program in the fourth quarter of fiscal
2021, resulting in $4,014 million of share repurchases during fiscal 2022 compared to $608 million during fiscal 2021.

In fiscal 2022, we purchased 27.3 million shares of NIKE's Class B Common Stock for $3,994 million (an average price of
$146.11 per share) under the four-year, $15 billion share repurchase program approved by the Board of Directors in June 2018.
As of May 31, 2022, we had repurchased 77.4 million shares at a cost of $8,663 million (an average price of $111.98 per share)
under this program. In June 2022, the Board of Directors authorized a new four-year, $18 billion program to repurchase shares of
the Company's Class B common stock. The new program will replace the current $15 billion share repurchase program, which
will be terminated in fiscal 2023. Repurchases under the 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 our discretion. We continue to expect funding of
share repurchases will come from operating cash flows and excess cash. The timing and the amount of share repurchases will be
dictated by our capital needs and stock market conditions.

CAPITAL RESOURCES
On July 23, 2019, we filed a shelf registration statement (the “Shelf”) with the U.S. Securities and Exchange Commission (SEC)
which permits us to issue an unlimited amount of debt securities from time to time. The Shelf expires on July 23, 2022, and we
plan to file a new shelf registration statement with the SEC in July 2022.

On March 11, 2022, we entered into a 364-day committed credit facility agreement with a syndicate of banks which provides for
up to $1 billion of borrowings, with the option to increase borrowings up to $1.5 billion in total with lender approval. The facility
matures on March 10, 2023, with an option to extend the maturity date an additional 364 days. This facility replaces the prior $1
billion 364-day credit facility agreement entered into on March 15, 2021, which would have matured on March 14, 2022. Refer to
Note 7 — Short-Term Borrowings and Credit Lines for additional information.

On March 11, 2022, we also entered into a five-year committed credit facility agreement with a syndicate of banks which provides
for up to $2 billion of borrowings, with the option to increase borrowings up to $3 billion in total with lender approval. The facility
matures on March 11, 2027, with options to extend the maturity date up to an additional two years. This facility replaces the prior
$2 billion five-year credit facility agreement entered into on August 16, 2019, which would have matured on August 16, 2024.
Refer to Note 7 — Short-Term Borrowings and Credit Lines for additional information.

We currently have long-term debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services,
respectively. As it relates to our committed credit facilities entered into on March 11, 2022, if our long-term debt ratings were to
decline, the facility fees and interest rates would increase. Conversely, if our long-term debt ratings were to improve, the facility
fees and interest rates would decrease. Changes in our long-term debt ratings would not trigger acceleration of maturity of any
then-outstanding borrowings or any future borrowings under the committed credit facilities. Under these facilities, we have agreed
to various covenants. These covenants include limits on our disposal of assets and the amount of debt secured by liens we may
incur. In the event we were to have any borrowings outstanding under these facilities, failed to meet any covenant and were
unable to obtain a waiver from a majority of the banks in the syndicate, any borrowings would become immediately due and

2022 FORM 10-K 45

 payable. As of May 31, 2022, we were in full compliance with each of these covenants and believe it is unlikely we will fail to meet
any of these covenants in the foreseeable future.

Liquidity is also provided by our $3 billion commercial paper program. As of and for the fiscal year ended May 31, 2022, we did
not have any borrowings outstanding under our $3 billion program. As of May 31, 2021, we had no commercial paper
outstanding.

We may continue to issue commercial paper or other debt securities depending on general corporate needs.

To date, we have not experienced difficulty accessing the credit markets; however, future volatility in the capital markets may
increase costs associated with issuing commercial paper or other debt instruments or affect our ability to access those markets.

As of May 31, 2022, we had cash, cash equivalents and short-term investments totaling $13.0 billion, primarily consisting of
commercial paper, corporate notes, deposits held at major banks, money market funds, U.S. government sponsored enterprise
obligations, U.S. Treasury obligations and other investment grade fixed-income securities. Our fixed-income investments are
exposed to both credit and interest rate risk. All of our investments are investment grade to minimize our credit risk. While
individual securities have varying durations, as of May 31, 2022, the weighted-average days to maturity of our cash equivalents
and short-term investments portfolio was 113 days.

We believe that existing cash, cash equivalents, short-term investments and cash generated by operations, together with access
to external sources of funds as described above, will be sufficient to meet our domestic and foreign capital needs in the
foreseeable future.

Our material cash requirements as of May 31, 2022, were as follows:

• Debt Obligations — Refer to Note 7 — Short-Term Borrowings and Credit Lines and Note 8 — Long-Term Debt in the
accompanying Notes to the Consolidated Financial Statements for further information.

• Operating Leases — Refer to Note 19 — Leases in the accompanying Notes to the Consolidated Financial Statements
for further information.

• Endorsement Contracts — As of May 31, 2022, we had endorsement contract obligations of $7.6 billion, with $1.3 billion
payable within 12 months, representing approximate amounts of base compensation and minimum guaranteed royalty
fees we are obligated to pay athlete, public figure, sport team and league endorsers of our products. Actual payments
under some contracts may be higher than these amounts as these contracts provide for bonuses to be paid to the
endorsers based upon athletic achievements and/or royalties on product sales in future periods. Actual payments under
some contracts may also be lower as these contracts include provisions for reduced payments if athletic performance
declines in future periods. In addition to the cash payments, we are obligated to furnish our endorsers with NIKE
product for their use. It is not possible to determine how much we will spend on this product on an annual basis as the
amount of product provided to the endorsers will depend on many factors and the contracts generally do not stipulate a
minimum amount of cash to be spent on the product.

• Product Purchase Obligations — As of May 31, 2022, we had product purchase obligations of $6.6 billion, all of which
are payable within the next 12 months. Product purchase obligations represent agreements (including open purchase
orders) to purchase products in the ordinary course of business that are enforceable and legally binding and specify all
significant terms. We generally order product at least four to five months in advance of sale based primarily on
advanced orders received from external wholesale customers and internal orders from our direct to consumer
operations. In some cases, prices are subject to change throughout the production process.

• Other Purchase Obligations — As of May 31, 2022, we had $3.1 billion of other purchase obligations, with $1.7 billion
payable within the next 12 months. Other purchase obligations primarily include technology investments, construction,
service and marketing commitments, including marketing commitments associated with endorsement contracts, made
in the ordinary course of business. The amounts represent the minimum payments required by legally binding contracts
and agreements that specify all significant terms, and may include open purchase orders for non-product purchases.

In addition to the above, we have long-term obligations for uncertain tax positions and various post-retirement benefits for which
we are not able to reasonably estimate when cash payments will occur. Refer to Note 9 — Income Taxes and Note 13 — Benefit
Plans in the accompanying Notes to the Consolidated Financial Statements for further information related to uncertain tax
positions and post-retirement benefits, respectively.

As a part of the transition tax related to the Tax Cuts and Jobs Act, as of May 31, 2022, we had $730 million in estimated future
cash payments, with $86 million payable within the next 12 months. These amounts represent the transition tax on deemed
repatriation of undistributed earnings of foreign subsidiaries, which are reflected net of foreign tax credits we utilized. Refer to
Part II, Item 8. Financial Statements and Supplementary Data, Note 9 - Income Taxes, in our fiscal 2020 Form 10-K, which was
filed with the United States Securities and Exchange Commission on July 24, 2020, for additional information.

46 NIKE, INC.
Refer to Note 18 — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for
further information related to our off-balance sheet arrangements, bank guarantees and letters of credit.

OFF-BALANCE SHEET ARRANGEMENTS

In connection with various contracts and agreements, we routinely provide indemnification relating to the enforceability of
intellectual property rights, coverage for legal issues that arise and other items where we are acting as the guarantor. Currently,
we have several such agreements in place. Based on our historical experience and the estimated probability of future loss, we
have determined that the fair value of such indemnification is not material to our financial position or results of operations.

NEW ACCOUNTING PRONOUNCEMENTS

We do not expect that any recently issued accounting pronouncements will have a material effect on our Consolidated Financial
Statements.

CRITICAL ACCOUNTING ESTIMATES

Our previous discussion and analysis of our financial condition and results of operations are based upon our Consolidated
Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United
States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. Note 1
— Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements describes
the significant accounting policies and methods used in the preparation of our Consolidated Financial Statements.

We believe the assumptions and judgments involved in the accounting estimates described below have the greatest potential
impact on our Consolidated Financial Statements, so we consider these to be our critical accounting estimates. Management has
reviewed and discussed these critical accounting estimates with the Audit & Finance Committee of the Board of Directors.

These policies require that we make estimates in the preparation of our Consolidated Financial Statements as of a given date.
Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical
accounting estimates. Within the context of these critical accounting estimates, we are not currently aware of any reasonably
likely events or circumstances that would result in materially different amounts being reported.

REVENUE RECOGNITION
Revenue is recognized when transfer of control to the customer has occurred, which is either upon shipment or upon receipt,
depending on the terms of sale. The transaction price is determined based upon the invoiced sales price, less anticipated sales
returns, discounts and miscellaneous claims from customers.

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

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

Refer also to Note 1 — Summary of Significant Accounting Policies and Note 16 — Revenues in the accompanying Notes to the
Consolidated Financial Statements for additional information.

INVENTORY RESERVES
We make ongoing estimates relating to the net realizable value of inventories based upon our assumptions about future demand
and market conditions. If we estimate the net realizable value of our inventory is less than the cost of the inventory recorded on
our books, we record a reserve equal to the difference between the cost of the inventory and the estimated net realizable value.
This reserve is recorded as a charge to Cost of sales. If changes in market conditions result in reductions to the estimated net
realizable value of our inventory below our previous estimate, we would increase our reserve in the period in which we made
such a determination.

2022 FORM 10-K 47

 CONTINGENT PAYMENTS UNDER ENDORSEMENT CONTRACTS
A significant amount of our Demand creation expense relates to payments under endorsement contracts. In general,
endorsement payments are expensed on a straight-line basis over the term of the contract. However, certain contract elements
may be accounted for differently based upon the facts and circumstances of each individual contract.

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

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

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

PROPERTY, PLANT AND EQUIPMENT AND DEFINITE-LIVED ASSETS

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

HEDGE ACCOUNTING FOR DERIVATIVES

We use derivative contracts to hedge certain anticipated foreign currency and interest rate transactions as well as certain non-
functional currency monetary assets and liabilities. When the specific criteria to qualify for hedge accounting has been met,
changes in the fair value of contracts hedging probable forecasted future cash flows are recorded in Accumulated other
comprehensive income (loss), rather than Net income, until the underlying hedged transaction affects Net income. In most cases,
this results in gains and losses on hedge derivatives being released from Accumulated other comprehensive income (loss) into
Net income sometime after the maturity of the derivative. One of the criteria for this accounting treatment is that the notional
value of these derivative contracts should not be in excess of the designated amount of anticipated transactions. By their very
nature, our estimates of anticipated transactions may fluctuate over time and may ultimately vary from actual transactions. When
the designated amount of anticipated or actual transactions decline below hedged levels, or if it is no longer probable a
forecasted transaction will occur by the end of the originally specified time period or within an additional two-month period of time
thereafter, we are required to reclassify the cumulative change in fair value of the over-hedged portion of the related hedge
contract from Accumulated other comprehensive income (loss) to Other (income) expense, net during the quarter in which the
decrease occurs. In rare circumstances, the additional period of time may exceed two months due to extenuating circumstances
related to the nature of the forecasted transaction that are outside our control or influence.

INCOME TAXES
We are subject to taxation in the United States, as well as various state and foreign jurisdictions. The determination of our
provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex
tax laws. On an interim basis, we estimate our effective tax rate for the full fiscal year. This estimated annual effective tax rate is
then applied to the year-to-date Income before income taxes excluding infrequently occurring or unusual items, to determine the
year-to-date Income tax expense. The income tax effects of infrequent or unusual items are recognized in the interim period in
which they occur. As the fiscal year progresses, we continually refine our estimate based upon actual events and earnings by
jurisdiction during the year. This continual estimation process periodically results in a change to our expected effective tax rate for
the fiscal year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs.

48 NIKE, INC.
We record valuation allowances against our deferred tax assets, when necessary. Realization of deferred tax assets (such as net
operating loss carry-forwards) is dependent on future taxable earnings and is therefore uncertain. At least quarterly, we assess
the likelihood that our deferred tax asset balance will be recovered from future taxable income. To the extent we believe that
recovery is not likely, we establish a valuation allowance against our net deferred tax asset, which increases our Income tax
expense in the period when such determination is made.

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

On a quarterly basis, we evaluate 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. Changes in our assessment may result in the recognition of a tax benefit or an
additional charge to the tax provision in the period our assessment changes. We recognize interest and penalties related to
income tax matters in Income tax expense.

Refer to Note 9 — Income Taxes in the accompanying Notes to the Consolidated Financial Statements for additional information.

OTHER CONTINGENCIES
In the ordinary course of business, we are involved in legal proceedings regarding contractual and employment relationships,
product liability claims, trademark rights and a variety of other matters. We record contingent liabilities resulting from claims
against us when a loss is assessed to be probable and the amount of the loss is reasonably estimable. Assessing probability of
loss and estimating probable losses requires analysis of multiple factors, including in some cases judgments about the potential
actions of third-party claimants and courts. Recorded contingent liabilities are based on the best information available and actual
losses in any future period are inherently uncertain. If future adjustments to estimated probable future losses or actual losses
exceed our recorded liability for such claims, we would record additional charges during the period in which the actual loss or
change in estimate occurred. In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities
when there is a reasonable possibility the ultimate loss will materially exceed the recorded liability.

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

2022 FORM 10-K 49

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
In the normal course of business and consistent with established policies and procedures, we employ a variety of financial
instruments to manage exposure to fluctuations in the value of foreign currencies and interest rates. It is our policy to utilize these
financial instruments only where necessary to finance our business and manage such exposures; we do not enter into these
transactions for trading or speculative purposes.

We are exposed to foreign currency fluctuations, primarily as a result of our international sales, product sourcing and funding
activities. Our foreign exchange risk management program is intended to lessen both the positive and negative effects of
currency fluctuations on our consolidated results of operations, financial position and cash flows. We use forward and option
contracts to hedge certain anticipated, but not yet firmly committed, transactions as well as certain firm commitments and the
related receivables and payables, including third-party and intercompany transactions. We have, in the past, and may in the
future, also use forward or options contracts to hedge our investment in the net assets of certain international subsidiaries to
offset foreign currency translation adjustments related to our net investment in those subsidiaries. Where exposures are hedged,
our program has the effect of delaying the impact of exchange rate movements on our Consolidated Financial Statements.

The timing for hedging exposures, as well as the type and duration of the hedge instruments employed, are guided by our
hedging policies and determined based upon the nature of the exposure and prevailing market conditions. Typically, the
Company may enter into hedge contracts starting up to 12 to 24 months in advance of the forecasted transaction and may place
incremental hedges up to 100% of the exposure by the time the forecasted transaction occurs. The majority of derivatives
outstanding as of May 31, 2022, are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, British
Pound/Euro, Chinese Yuan/U.S. Dollar, and Japanese Yen/U.S. Dollar currency pairs. Refer to Note 14 — Risk Management and
Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional information.

Our earnings are also exposed to movements in short- and long-term market interest rates. Our objective in managing this
interest rate exposure is to limit the impact of interest rate changes on earnings and cash flows and to reduce overall borrowing
costs. To achieve these objectives, we maintain a mix of commercial paper, bank loans, and fixed-rate debt of varying maturities.

MARKET RISK MEASUREMENT

We monitor foreign exchange risk, interest rate risk and related derivatives using a variety of techniques including a review of
market value, sensitivity analysis and Value-at-Risk (“VaR”). Our market-sensitive derivative and other financial instruments are
foreign currency forward contracts, foreign currency option contracts, intercompany loans denominated in non-functional
currencies and fixed interest rate U.S. Dollar denominated debt.

We use VaR to monitor the foreign exchange risk of our foreign currency forward and foreign currency option derivative
instruments only. The VaR determines the maximum potential one-day loss in the fair value of these foreign exchange rate-
sensitive financial instruments. The VaR model estimates assume normal market conditions and a 95% confidence level. There
are various modeling techniques that can be used in the VaR computation. Our computations are based on interrelationships
between currencies and interest rates (a “variance/co-variance” technique). These interrelationships are a function of foreign
exchange currency market changes and interest rate changes over the preceding one-year period. The value of foreign currency
options does not change on a one-to-one basis with changes in the underlying currency rate. We adjust the potential loss in
option value for the estimated sensitivity (the “delta” and “gamma”) to changes in the underlying currency rate. This calculation
reflects the impact of foreign currency rate fluctuations on the derivative instruments only and does not include the impact of such
rate fluctuations on non-functional currency transactions (such as anticipated transactions, firm commitments, cash balances and
accounts and loans receivable and payable), including those which are hedged by these instruments.

The VaR model is a risk analysis tool and does not purport to represent actual losses in fair value we will incur nor does it
consider the potential effect of favorable changes in market rates. It also does not represent the full extent of the possible loss
that may occur. Actual future gains and losses will differ from those estimated because of changes or differences in market rates
and interrelationships, hedging instruments and hedge percentages, timing and other factors.

The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived
using the VaR model, was $99 million and $92 million as of May 31, 2022 and 2021, respectively. The VaR increased year-over-
year as a result of an increase in foreign currency volatilities as of May 31, 2022. Such a hypothetical loss in the fair value of our
derivatives would be offset by increases in the value of the underlying transactions being hedged. The average monthly change
in the fair values of foreign currency forward and foreign currency option derivative instruments was $170 million and $184 million
during fiscal 2022 and fiscal 2021, respectively.

50 NIKE, INC.
The instruments not included in the VaR are intercompany loans denominated in non-functional currencies and fixed interest rate
U.S. Dollar denominated debt. Intercompany loans and related interest amounts are eliminated in consolidation. Furthermore, our
non-functional currency intercompany loans are substantially hedged against foreign exchange risk through the use of forward
contracts, which are included in the VaR calculation above. Therefore, we consider the interest rate and foreign currency market
risks associated with our non-functional currency intercompany loans to be immaterial to our consolidated financial position,
results of operations and cash flows.

Details of third-party debt are provided in the table below. The table presents principal cash flows and related weighted average
interest rates by expected maturity dates.

EXPECTED MATURITY DATE YEAR ENDING MAY 31,

(Dollars in millions) 2023 2024 2025 2026 2027 THEREAFTER TOTAL FAIR VALUE
Interest Rate Risk
Long-term U.S. Dollar debt — Fixed rate
Principal payments $ 500 $ — $1,000 $ — $2,000 $ 6,000 $ 9,500 $ 8,933
Average interest rate 2.3 % 0.0 % 2.4 % 0.0 % 2.6 % 3.3 % 3.0 %

2022 FORM 10-K 51

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
Management of NIKE, Inc. is responsible for the information and representations contained in this report. The financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) and include certain amounts based on our best estimates and judgments. Other financial information in this report
is consistent with these financial statements.

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

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

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

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

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

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

John J. Donahoe II Matthew Friend

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

2022 FORM 10-K 53

 Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of NIKE, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the “Company”) as of May
31, 2022 and 2021, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of
cash flows for each of the three years in the period ended May 31, 2022, including the related notes and financial statement
schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We
also have audited the Company's internal control over financial reporting as of May 31, 2022, based on criteria established in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of May 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in
the period ended May 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also
in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31,
2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases as of June 1, 2019.

Basis for Opinions

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

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

5 4 NIKE, INC.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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

Accounting for Income Taxes

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

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
income taxes, including controls over management's assessment of the realizability of deferred tax assets. These procedures
also included, among others, evaluating the effect on the Company's tax provision of changes in its legal entity structure,
evaluating changes in and compliance with tax laws, and testing the calculation of the provision of income taxes, including
assessing management’s tax planning strategies for the utilization of deferred tax assets. Professionals with specialized skill and
knowledge were used to assist in evaluating changes in and compliance with the tax laws and regulations and the provision for
income taxes.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon
July 21, 2022

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

2022 FORM 10-K 55

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

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

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

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

2022 FORM 10-K 57

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

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

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

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

2022 FORM 10-K 59

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

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

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

2022 FORM 10-K 61

 NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
NIKE, Inc. is a worldwide leader in the design, development and worldwide marketing and selling of athletic footwear, apparel,
equipment, accessories and services. NIKE, Inc. portfolio brands include the NIKE Brand, Jordan Brand, Hurley, prior to its
divestiture in fiscal 2020, and Converse. The NIKE Brand is focused on performance athletic footwear, apparel, equipment,
accessories and services across Men's, Women's and Kids', amplified with sport-inspired lifestyle products carrying the Swoosh
trademark, as well as other NIKE Brand trademarks. The Jordan Brand is focused on athletic and casual footwear, apparel and
accessories using the Jumpman trademark. Sales and operating results of Jordan Brand products are reported within the
respective NIKE Brand geographic operating segments. Sales and operating results of Hurley brand products, prior to its
divestiture in fiscal 2020, were reported within the NIKE Brand's North America geographic operating segment. Refer to Note 20
— Acquisitions and Divestitures for information regarding the divestiture of the Company's wholly-owned subsidiary, Hurley.
Converse designs, distributes, licenses and sells casual sneakers, apparel and accessories under the Converse, Chuck Taylor,
All Star, One Star, Star Chevron and Jack Purcell trademarks. In some markets outside the U.S., these trademarks are licensed
to third parties who design, distribute, market and sell similar products. Operating results of the Converse brand are reported on a
stand-alone basis.

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

Economic sanctions imposed on Russia during the fourth quarter of fiscal 2022, impacted the Company's local business and a
reduction in the Ruble liquidity affected the Company's ability to manage operational impact and related foreign currency risk. As
a result, the Company deconsolidated its Russian legal entities, which resulted in a one-time, pre-tax charge of $96 million
recognized within Other (income) expense, net, classified within Corporate. Subsequent to the end of fiscal 2022, the Company
made the decision to leave the Russian marketplace.

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

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

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

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

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

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

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

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

DEMAND CREATION EXPENSE

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

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

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

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

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

Through cooperative advertising programs, the Company reimburses its wholesale customers for certain costs of advertising the
Company's products. To the extent the Company receives a distinct good or service in exchange for consideration paid to the
customer does not exceed the fair value of that good or service, the amounts reimbursed are recorded in Demand creation
expense.

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

OPERATING OVERHEAD EXPENSE

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

2022 FORM 10-K 63

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

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

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

ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE

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

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

PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION

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

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

SOFTWARE DEVELOPMENT COSTS

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

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

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

GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS

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

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

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

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

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

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

2022 FORM 10-K 65

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

FAIR VALUE MEASUREMENTS

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

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

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

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

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

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

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

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

FOREIGN CURRENCY TRANSLATION AND FOREIGN CURRENCY TRANSACTIONS

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

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

ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES

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

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

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

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

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

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

Refer to Note 9 — Income Taxes for further discussion.

EARNINGS PER SHARE

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

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

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

NOTE 2 — INVENTORIES
Inventory balances of $8,420 million and $6,854 million as of May 31, 2022 and 2021, respectively, were substantially all finished
goods.

2022 FORM 10-K 67

 NOTE 3 — PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net included the following:

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

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

NOTE 4 — IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL

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

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

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

NOTE 5 — ACCRUED LIABILITIES

Accrued liabilities included the following:

MAY 31,
(Dollars in millions) 2022 2021
Compensation and benefits, excluding taxes $ 1,297 $ 1,472
Sales-related reserves 1,015 1,077
Allowance for expected loss on sale(1) 397 358
Other 3,511 3,156
TOTAL ACCRUED LIABILITIES $ 6,220 $ 6,063
(1) Refer to Note 20 — Acquisitions and Divestitures for additional information.

68 NIKE, INC.
NOTE 6 — FAIR VALUE MEASUREMENTS
The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of
May 31, 2022 and 2021, and indicate the level in the fair value hierarchy in which the Company classifies the fair value
measurement. Refer to Note 1 — Summary of Significant Accounting Policies for additional detail regarding the Company's fair
value measurement methodology.

MAY 31, 2022

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

MAY 31, 2021

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

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

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

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

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

2022 FORM 10-K 69

 MAY 31, 2022
DERIVATIVE ASSETS DERIVATIVE LIABILITIES
OTHER OTHER LIABILITIES OTHER
ASSETS AT CURRENT LONG-TERM AT FAIR ACCRUED LONG-TERM
(Dollars in millions) FAIR VALUE ASSETS ASSETS VALUE LIABILITIES LIABILITIES
Level 2:
Foreign exchange forwards and options(1) $ 875 $ 669 $ 206 $ 76 $ 65 $ 11
Embedded derivatives 5 5 — 1 1 —
TOTAL $ 880 $ 674 $ 206 $ 77 $ 66 $ 11
(1) If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have
been reduced by $76 million as of May 31, 2022. As of that date, the Company received $486 million of cash collateral from counterparties related to
foreign exchange derivative instruments. No amount of collateral was posted on the derivative liability balance as of May 31, 2022.

MAY 31, 2021

DERIVATIVE ASSETS DERIVATIVE LIABILITIES
OTHER OTHER LIABILITIES OTHER
ASSETS AT CURRENT LONG-TERM AT FAIR ACCRUED LONG-TERM
(Dollars in millions) FAIR VALUE ASSETS ASSETS VALUE LIABILITIES LIABILITIES
Level 2:
Foreign exchange forwards and options(1) $ 92 $ 76 $ 16 $ 456 $ 415 $ 41
Embedded derivatives — — — 1 1 —
TOTAL $ 92 $ 76 $ 16 $ 457 $ 416 $ 41
(1) If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have
been reduced by $93 million as of May 31, 2021. As of that date, the Company had posted $39 million of cash collateral to various counterparties
related to foreign exchange derivative instruments. No amount of collateral was received on the Company's derivative asset balance as of May 31,
2021.

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

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

NON-RECURRING FAIR VALUE MEASUREMENTS

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

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

70 NIKE, INC.
NOTE 7 — SHORT-TERM BORROWINGS AND CREDIT LINES
Notes payable as of May 31, 2022 and 2021, are summarized below:

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

TOTAL NOTES PAYABLE $ 10 $ 2

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

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

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

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

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

2022 FORM 10-K 71

 NOTE 8 — LONG-TERM DEBT
Long-term debt, net of unamortized premiums, discounts and debt issuance costs, comprises the following:

BOOK VALUE
OUTSTANDING
AS OF MAY 31,
Scheduled Maturity (Dollars in millions) ORIGINAL PRINCIPAL INTEREST RATE INTEREST PAYMENTS 2022 2021
Corporate Term Debt:(1)(2)
May 1, 2023 $ 500 2.25 % Semi-Annually $ 500 $ 499
March 27, 2025 1,000 2.40 % Semi-Annually 996 995
November 1, 2026 1,000 2.38 % Semi-Annually 997 996
March 27, 2027 1,000 2.75 % Semi-Annually 996 995
March 27, 2030 1,500 2.85 % Semi-Annually 1,491 1,490
March 27, 2040 1,000 3.25 % Semi-Annually 986 986
May 1, 2043 500 3.63 % Semi-Annually 496 496
November 1, 2045 1,000 3.88 % Semi-Annually 985 984
November 1, 2046 500 3.38 % Semi-Annually 492 491
March 27, 2050 1,500 3.38 % Semi-Annually 1,481 1,481
Total 9,420 9,413
Less Current Portion of Long-Term Debt 500 —
TOTAL LONG-TERM DEBT $ 8,920 $ 9,413
(1) These senior unsecured obligations rank equally with the Company's other unsecured and unsubordinated indebtedness.
(2) The bonds are redeemable at the Company's option at a price equal to the greater of (i) 100% of the aggregate principal amount of the notes to be
redeemed or (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. However, the
bonds also feature a par call provision, which allows for the bonds to be redeemed at a price equal to 100% of the aggregate principal amount of the
notes being redeemed, plus accrued and unpaid interest on or after the Par Call Date, as defined in the respective notes.

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

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

72 NIKE, INC.
NOTE 9 — INCOME TAXES
Income before income taxes is as follows:

YEAR ENDED MAY 31,

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

The provision for income taxes is as follows:

YEAR ENDED MAY 31,

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

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

YEAR ENDED MAY 31,

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

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

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

2022 FORM 10-K 73

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

Deferred tax assets and liabilities comprise the following as of:

MAY 31,
(Dollars in millions) 2022 2021
Deferred tax assets:
Inventories(1) $ 136 $ 78
Sales return reserves(1) 109 100
Deferred compensation(1) 313 350
Stock-based compensation 195 175
Reserves and accrued liabilities(1) 145 96
Operating lease liabilities 508 499
Intangibles 275 187
Capitalized research and development expenditures 353 349
Net operating loss carry-forwards 8 15
Subpart F deferred tax 313 —
Foreign tax credit carry-forward 103 —
Other(1) 148 178
Total deferred tax assets 2,606 2,027
Valuation allowance (19) (12)
Total deferred tax assets after valuation allowance 2,587 2,015
Deferred tax liabilities:
Foreign withholding tax on undistributed earnings of foreign subsidiaries (146) (182)
Property, plant and equipment(1) (247) (255)
Right-of-use assets (437) (431)
Other(1) (92) (14)
Total deferred tax liabilities (922) (882)
NET DEFERRED TAX ASSET $ 1,665 $ 1,133
(1) The above amounts exclude deferred taxes held-for-sale as of May 31, 2022 and 2021. See Note 20 — Acquisitions and Divestitures for additional
information.

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

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

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

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

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

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

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

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

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

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

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

YEAR ENDING MAY 31,

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

2022 FORM 10-K 75

 NOTE 10 — REDEEMABLE PREFERRED STOCK
Sojitz America is the sole owner of the Company's authorized redeemable preferred stock, $1 par value, which is redeemable at
the option of Sojitz America or the Company at par value aggregating $0.3 million. A cumulative dividend of $0.10 per share is
payable annually on May 31, and no dividends may be declared or paid on the common stock of the Company unless dividends
on the redeemable preferred stock have been declared and paid in full. There have been no changes in the redeemable preferred
stock in the fiscal years ended May 31, 2022, 2021 and 2020. As the holder of the redeemable preferred stock, Sojitz America
does not have general voting rights but does have the right to vote as a separate class on the sale of all or substantially all of the
assets of the Company and its subsidiaries; on merger, consolidation, liquidation or dissolution of the Company; or on the sale or
assignment of the NIKE trademark for athletic footwear sold in the United States. The redeemable preferred stock has been fully
issued to Sojitz America and is not blank check preferred stock. The Company's articles of incorporation do not permit the
issuance of additional preferred stock.

NOTE 11 — COMMON STOCK AND STOCK-BASED COMPENSATION

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

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

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

YEAR ENDED MAY 31,

(Dollars in millions) 2022 2021 2020
Stock options(1) $ 297 $ 323 $ 237
ESPPs 60 63 53
Restricted stock and restricted stock units(1)(2) 281 225 139
TOTAL STOCK-BASED COMPENSATION EXPENSE $ 638 $ 611 $ 429
(1) Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is primarily recorded for
employees meeting certain retirement eligibility requirements and was $57 million, $67 million and $53 million for the fiscal years ended May 31, 2022,
2021 and 2020, respectively. During fiscal 2022 and 2021, an immaterial amount of accelerated stock option and restricted stock unit expense was
also recorded for certain employees impacted by the Company's organizational realignment. For more information, see Note 21 — Restructuring.
(2) Restricted stock units includes RSUs and PSUs.

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

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

YEAR ENDED MAY 31,

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

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

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

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

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

EMPLOYEE STOCK PURCHASE PLANS

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

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

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

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

2022 FORM 10-K 77

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

WEIGHTED AVERAGE
GRANT DATE
SHARES FAIR VALUE
(In millions)
Nonvested as of May 31, 2021 6.6 $ 99.70
Vested (2.3) 93.70
Forfeited (0.7) 123.54
Granted(1) 3.1 168.04
Nonvested as of May 31, 2022 6.7 $ 130.88
(1) Includes 0.5 million PSUs, which are presented assuming issuance at the original target award amount (100%).

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

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

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

NOTE 12 — EARNINGS PER SHARE

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

YEAR ENDED MAY 31,

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

NOTE 13 — BENEFIT PLANS

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

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

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

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

NOTE 14 — RISK MANAGEMENT AND DERIVATIVES

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

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

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

2022 FORM 10-K 79

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

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

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

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

YEAR ENDED MAY 31,

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

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

AMOUNT OF GAIN (LOSS) AMOUNT OF GAIN (LOSS)

RECOGNIZED IN OTHER RECLASSIFIED FROM ACCUMULATED
COMPREHENSIVE INCOME OTHER COMPREHENSIVE
(LOSS) ON DERIVATIVES(1) INCOME (LOSS) INTO INCOME(1)

YEAR ENDED MAY 31, LOCATION OF GAIN (LOSS) YEAR ENDED MAY 31,
RECLASSIFIED FROM ACCUMULATED
OTHER COMPREHENSIVE INCOME
(Dollars in millions) 2022 2021 2020 (LOSS) INTO INCOME 2022 2021 2020
Derivatives designated as
cash flow hedges:
Foreign exchange forwards
and options $ (39) $ (61) $ 28 Revenues $ (82) $ 45 $ (17)
Foreign exchange forwards
and options 889 (563) 283 Cost of sales (23) 51 364
Foreign exchange forwards
and options (6) 5 1 Demand creation expense 1 3 (2)
Foreign exchange forwards
and options 492 (163) 90 Other (income) expense, net 130 (47) 181
(2)
Interest rate swaps — — — Interest expense (income), net (7) (7) (7)
Total designated cash
flow hedges $ 1,336 $ (782) $ 402 $ 19 $ 45 $ 519
(1) For the fiscal years ended May 31, 2022, 2021 and 2020, the amounts recorded in Other (income) expense, net as a result of the discontinuance of
cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.
(2) Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated
other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt.

AMOUNT OF GAIN (LOSS) RECOGNIZED

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

CASH FLOW HEDGES

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

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

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

2022 FORM 10-K 81

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

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

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

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

FAIR VALUE HEDGES

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

NET INVESTMENT HEDGES

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

UNDESIGNATED DERIVATIVE INSTRUMENTS

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

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

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

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

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

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

NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

FOREIGN
CURRENCY NET
TRANSLATION CASH FLOW INVESTMENT
(Dollars in millions) ADJUSTMENT(1) HEDGES HEDGES(1) OTHER TOTAL
Balance at May 31, 2021 $ 2 $ (435) $ 115 $ (62) $ (380)
Other comprehensive income (loss):
Other comprehensive gains (losses) before
reclassifications(2) (522) 1,222 — 28 728
Reclassifications to net income of previously deferred
(gains) losses(3) — (8) — (22) (30)
Total other comprehensive income (loss) (522) 1,214 — 6 698
Balance at May 31, 2022 $ (520) $ 779 $ 115 $ (56) $ 318
(1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are
reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.
(2) Net of tax benefit (expense) of $0 million, $(114) million, $0 million, $(9) million and $(123) million, respectively.
(3) Net of tax (benefit) expense of $0 million, $11 million, $0 million, $9 million and $20 million, respectively.

FOREIGN
CURRENCY NET
TRANSLATION CASH FLOW INVESTMENT
(Dollars in millions) ADJUSTMENT(1) HEDGES HEDGES(1) OTHER TOTAL
Balance at May 31, 2020 $ (494) $ 390 $ 115 $ (67) $ (56)
Other comprehensive income (loss):
Other comprehensive gains (losses) before
reclassifications(2) 499 (788) — (8) (297)
Reclassifications to net income of previously deferred
(gains) losses(3) (3) (37) — 13 (27)
Total other comprehensive income (loss) 496 (825) — 5 (324)
Balance at May 31, 2021 $ 2 $ (435) $ 115 $ (62) $ (380)
(1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are
reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.
(2) Net of tax benefit (expense) of $0 million, $(6) million, $0 million, $(1) million and $(7) million, respectively.
(3) Net of tax (benefit) expense of $0 million, $8 million, $0 million, $0 million and $8 million, respectively.

2022 FORM 10-K 83

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

AMOUNT OF GAIN (LOSS)

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

84 NIKE, INC.
NOTE 16 — REVENUES
DISAGGREGATION OF REVENUES
The following tables present the Company's Revenues disaggregated by reportable operating segment, major product line and
distribution channel:

YEAR ENDED MAY 31, 2022

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

YEAR ENDED MAY 31, 2021

EUROPE, ASIA
MIDDLE PACIFIC & GLOBAL TOTAL
NORTH EAST & GREATER LATIN BRAND NIKE TOTAL
(1)
(Dollars in millions) AMERICA AFRICA CHINA AMERICA DIVISIONS BRAND CONVERSE CORPORATE NIKE, INC.
Revenues by:
Footwear $ 11,644 $ 6,970 $ 5,748 $ 3,659 $ — $ 28,021 $ 1,986 $ — $ 30,007
Apparel 5,028 3,996 2,347 1,494 — 12,865 104 — 12,969
Equipment 507 490 195 190 — 1,382 29 — 1,411
Other — — — — 25 25 86 40 151
TOTAL REVENUES $ 17,179 $ 11,456 $ 8,290 $ 5,343 $ 25 $ 42,293 $ 2,205 $ 40 $ 44,538
Revenues by:
Sales to Wholesale
Customers $ 10,186 $ 7,812 $ 4,513 $ 3,387 $ — $ 25,898 $ 1,353 $ — $ 27,251
Sales through Direct to
Consumer 6,993 3,644 3,777 1,956 — 16,370 766 — 17,136
Other — — — — 25 25 86 40 151
TOTAL REVENUES $ 17,179 $ 11,456 $ 8,290 $ 5,343 $ 25 $ 42,293 $ 2,205 $ 40 $ 44,538
(1) Refer to Note 20 — Acquisitions and Divestitures for additional information on the transition of the Company's NIKE Brand business in Brazil to a third-
party distributor.

2022 FORM 10-K 85

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

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

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

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

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

NOTE 17 — OPERATING SEGMENTS AND RELATED INFORMATION

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

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

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

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

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

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

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

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

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

2022 FORM 10-K 87

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

88 NIKE, INC.
 AS OF MAY 31,
(Dollars in millions) 2022 2021
ACCOUNTS RECEIVABLE, NET
North America $ 1,850 $ 1,777
Europe, Middle East & Africa 1,351 1,349
Greater China 406 288
Asia Pacific & Latin America(1) 664 643
Global Brand Divisions 113 128
Total NIKE Brand 4,384 4,185
Converse 230 225
Corporate 53 53
TOTAL ACCOUNTS RECEIVABLE, NET $ 4,667 $ 4,463
INVENTORIES
North America $ 4,098 $ 2,851
Europe, Middle East & Africa 1,887 1,821
Greater China 1,044 1,247
Asia Pacific & Latin America(1) 686 667
Global Brand Divisions 197 153
Total NIKE Brand 7,912 6,739
Converse 279 290
Corporate 229 (175)
TOTAL INVENTORIES $ 8,420 $ 6,854
PROPERTY, PLANT AND EQUIPMENT, NET
North America $ 639 $ 617
Europe, Middle East & Africa 920 982
Greater China 303 288
Asia Pacific & Latin America(1) 274 304
Global Brand Divisions 789 780
Total NIKE Brand 2,925 2,971
Converse 49 63
Corporate 1,817 1,870
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET $ 4,791 $ 4,904
(1) Excludes assets held-for-sale as of May 31, 2022 and 2021. See Note 20 — Acquisitions and Divestitures for additional information.

REVENUES AND LONG-LIVED ASSETS BY GEOGRAPHIC AREA

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

The Company's largest concentrations of long-lived assets primarily consist of the Company's corporate headquarters, retail
locations and distribution facilities in the United States and China, as well as distribution facilities in Belgium. Long-lived assets
attributable to operations in these countries, which consist of property, plant and equipment, net and operating lease ROU assets,
net, were as follows:
MAY 31,
(Dollars in millions) 2022 2021
United States $ 4,916 $ 4,927
Belgium 646 676
China 538 518

2022 FORM 10-K 89

 NOTE 18 — COMMITMENTS AND CONTINGENCIES
As of May 31, 2022 and 2021, the Company had bank guarantees and letters of credit outstanding totaling $289 million and $275
million, respectively, issued primarily for real estate agreements, self-insurance programs and other general business obligations.

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

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

BELGIAN CUSTOMS CLAIM

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

NOTE 19 — LEASES
Lease expense is recognized in Cost of sales or Operating overhead expense within the Consolidated Statements of Income,
based on the underlying nature of the leased asset. For the fiscal years ended May 31, 2022, 2021 and 2020, lease expense
primarily consisted of operating lease costs of $593 million, $589 million and $569 million, respectively. Lease expense also
consisted of $366 million, $347 million and $337 million for fiscal years ended May 31, 2022, 2021 and 2020, respectively,
primarily related to variable lease costs, which includes an immaterial amount of short-term lease costs. As of and for the fiscal
years ended May 31, 2022 and 2021 and 2020, finance leases were not a material component of the Company's lease portfolio.

The undiscounted cash flows for future maturities of the Company’s operating lease liabilities and the reconciliation to the
Operating lease liabilities recognized in the Company’s Consolidated Balance Sheets are as follows:
(1)
(Dollars in millions) AS OF MAY 31, 2022
Fiscal 2023 $ 491
Fiscal 2024 543
Fiscal 2025 490
Fiscal 2026 405
Fiscal 2027 350
Thereafter 1,250
Total undiscounted future cash flows related to lease payments $ 3,529
Less interest 332
Present value of lease liabilities $ 3,197
(1) Excludes $175 million as of May 31, 2022, of future operating lease payments for lease agreements signed but not yet commenced.

90 NIKE, INC.
The following table includes supplemental information used to calculate the present value of Operating lease liabilities:

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

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

YEAR ENDED MAY 31,

(Dollars in millions) 2022 2021 2020
Cash paid for amounts included in the measurement of lease
liabilities:
Operating cash flows from operating leases $ 589 $ 583 $ 532
Operating lease right-of-use assets obtained in exchange for
(1)
new operating lease liabilities $ 537 $ 489 $ 705
(1) Excludes the amount initially capitalized in conjunction with the adoption of Topic 842.

NOTE 20 — ACQUISITIONS AND DIVESTITURES

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

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

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

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

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

2022 FORM 10-K 91

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

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

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

NOTE 21 — RESTRUCTURING
In fiscal 2021, the Company announced a new digitally empowered phase of its Consumer Direct Offense strategy: Consumer
Direct Acceleration. During fiscal 2021, the Company substantially completed a series of leadership and operating model
changes to streamline and speed up the strategic execution of the Consumer Direct Acceleration.

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

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

For all periods presented these costs were classified within Corporate.

92 NIKE, INC.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There has been no change of accountants nor any disagreements with accountants on any matter of accounting principles or
practices or financial statement disclosure required to be reported under this Item.

ITEM 9A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to
be disclosed in our Securities Exchange Act of 1934, as amended (the "Exchange Act") reports is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to
apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carry out a variety of ongoing procedures, under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of our disclosure
controls and procedures. 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, 2022.

“Management's Annual Report on Internal Control Over Financial Reporting” is included in Item 8 of this Report.

We are continuing several transformation initiatives to centralize and simplify our business processes and systems. These are
long-term initiatives, which we believe will enhance our internal control over financial reporting due to increased automation and
further integration of related processes. We will continue to monitor our internal control over financial reporting for effectiveness
throughout these transformation initiatives.

There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

No disclosure is required under this item.

ITEM 9C. DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

2022 FORM 10-K 93

 PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
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 2022 Annual Meeting of Shareholders and is incorporated herein
by reference. The information required by Item 401 of Regulation S-K regarding executive officers is included under “Information
about our Executive Officers” in Item 1 of this Report. The information required by Item 406 of Regulation S-K is included under
“Corporate Governance — Board Structure and Responsibilities — Code of Conduct” in the definitive Proxy Statement for our
2022 Annual Meeting of Shareholders and is incorporated herein by reference. The information required by Items 407(d)(4) and
(d)(5) of Regulation S-K regarding the Audit & Finance Committee of the Board of Directors is included under “Corporate
Governance — Board Structure and Responsibilities — Board Committees” in the definitive Proxy Statement for our 2022 Annual
Meeting of Shareholders and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

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 2022,” “Compensation Discussion and Analysis,” "Executive
Compensation Tables," and “Stock Ownership Information — Transactions with Related Persons — Compensation Committee
Interlocks and Insider Participation,” in the definitive Proxy Statement for our 2022 Annual Meeting of Shareholders and is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by Item 201(d) of Regulation S-K is included under “Executive Compensation Tables — Equity
Compensation Plan Information” in the definitive Proxy Statement for our 2022 Annual Meeting of Shareholders and is
incorporated herein by reference. The information required by Item 403 of Regulation S-K is included under “Stock Ownership
Information — Stock Holdings of Certain Owners and Management” in the definitive Proxy Statement for our 2022 Annual
Meeting of Shareholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by Items 404 and 407(a) of Regulation S-K is included under “Stock Ownership Information —
Transactions with Related Persons” and “Corporate Governance — Individual Board Skills Matrix — Director Independence” in
the definitive Proxy Statement for our 2022 Annual Meeting of Shareholders and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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 2022 Annual Meeting of Shareholders
and is incorporated herein by reference.

94 NIKE, INC.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
(a) The following documents are filed as part of this report:
FORM 10-K
PAGE NO.
1. Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 54
Consolidated Statements of Income for each of the three years ended May 31, 2022, May 31, 2021 56
and May 31, 2020
Consolidated Statements of Comprehensive Income for each of the three years ended May 31, 57
2022, May 31, 2021 and May 31, 2020
Consolidated Balance Sheets at May 31, 2022 and May 31, 2021 58
Consolidated Statements of Cash Flows for each of the three years ended May 31, 2022, May 31, 59
2021 and May 31, 2020
Consolidated Statements of Shareholders' Equity for each of the three years ended May 31, 2022, 60
May 31, 2021 and May 31, 2020
Notes to Consolidated Financial Statements 61
2. Financial Statement Schedule:
II — Valuation and Qualifying Accounts for the years ended May 31, 2022, 2021 and 2020 98
All other schedules are omitted because they are not applicable or the required information is shown
in the financial statements or notes thereto.
3. Exhibits:
3.1 Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2015).
3.2 Fifth Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on
Form 8-K filed June 19, 2020).
4.1 Restated Articles of Incorporation, as amended (see Exhibit 3.1).
4.2 Fifth Restated Bylaws, as amended (see Exhibit 3.2).
4.3 Indenture dated as of April 26, 2013, by and between NIKE, Inc. and Deutsche Bank Trust Company Americas, as
trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed April 26, 2013).
4.4 Second Supplemental Indenture, dated as of October 29, 2015, by and between NIKE, Inc. and Deutsche Bank
Trust Company Americas, as trustee, including the form of 3.875% Notes due 2045 (incorporated by reference to
Exhibit 4.2 to the Company's Form 8-K filed October 29, 2015).
4.5 Third Supplemental Indenture, dated as of October 21, 2016, by and between NIKE, Inc. and Deutsche Bank Trust
Company Americas, as trustee, including the form of 2.375% Notes due 2026 and form of 3.375% Notes due 2046
(incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed October 21, 2016).
4.6 Fourth Supplemental Indenture, dated as of March 27, 2020, by and between NIKE, Inc. and Deutsche Bank Trust
Company Americas, as trustee, including the form of 2.400% Notes due 2025, form of 2.750% Notes due 2027,
form of 2.850% Notes due 2030, form of 3.250% Notes due 2040 and form of 3.375% Notes due 2050
(incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed March 27, 2020).
4.7 Description of Registrants Securities (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 2019).
10.1 Form of Non-Statutory Stock Option Agreement for options granted to non-employee directors under the 1990
Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended May 31, 2010).*
10.2 Form of Restricted Stock Agreement for non-employee directors under the 1990 Stock Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 2014).*
10.3 Form of Non-Statutory Stock Option Agreement for options granted to executives under the Stock Incentive Plan
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 2018).*

2022 FORM 10-K 95

 10.4 Form of Indemnity Agreement entered into between the Company and each of its officers and directors
(incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 2008).*
10.5 NIKE, Inc. 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report
on Form 10-K for the fiscal year ended May 31, 2014).*
10.6 NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective April 1, 2013) (incorporated by
reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013).*
10.7 NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective June 1, 2004) (applicable to amounts
deferred before January 1, 2005) (incorporated by reference to Exhibit 10.6 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 2004).*
10.8 Amendment No. 1 effective January 1, 2008 to the NIKE, Inc. Deferred Compensation Plan (June 1, 2004
Restatement) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 2009).*
10.9 NIKE, Inc. Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008).*
10.10 Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Mark
G. Parker dated July 24, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed July 24, 2008).*
10.11 Form of Restricted Stock Unit Agreement under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018).*
10.12 Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and its executive officers
(other than Mark G. Parker and John J. Donahoe II) (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed February 18, 2020).*
10.13 Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 10.3 to the Company's
Current Report on Form 8-K filed July 20, 2010).*
10.14 NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed September 23, 2015).*
10.15 Form of Discretionary Performance Award Agreement (incorporated by reference to Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2018).*
10.16 NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit A to the
Company's definitive Proxy Statement filed July 25, 2017).*
10.17 Offer Letter between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed October 22, 2019).*
10.18 Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and John J. Donahoe II
(incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed October 22, 2019).*
10.19 Form of Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K filed October 22, 2019).
10.20 Letter Agreement between NIKE, Inc. and Mark G. Parker (incorporated by reference to Exhibit 10.6 to the
Company's Current Report on Form 8-K filed October 22, 2019).*
10.21 NIKE, Inc. Executive Performance Sharing Plan (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed June 19, 2020).*
10.22 NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the
Company's Current Report on Form 8-K filed June 19, 2020).*
10.23 Form of Non-Statutory Stock Option Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed June 19, 2020).*
10.24 Form of Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to
Exhibit 10.4 to the Company's Current Report on Form 8-K filed June 19, 2020).*
10.25 NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed September 18, 2020)*
10.26 NIKE, Inc. Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed on June 17, 2021)*
10.27 Credit Agreement, dated as of March 11, 2022, among NIKE, Inc., Bank of America, N.A., as Administrative Agent,
and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed March 14, 2022).
10.28 Credit Agreement, dated as of March 11, 2022, among NIKE, Inc., Bank of America, N.A., as Administrative Agent,
and the other Banks named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on
Form 8-K filed March 14, 2022).
21 Subsidiaries of the Registrant.
23 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (included within this
Annual Report on Form 10-K).
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32 Section 1350 Certifications.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.

96 NIKE, INC.
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF Inline XBRL Taxonomy Extension Definition Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101

* Management contract or compensatory plan or arrangement.

The Exhibits filed herewith do not include certain instruments with respect to long-term debt of NIKE and its subsidiaries,
inasmuch as the total amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of
NIKE and its subsidiaries on a consolidated basis. NIKE agrees, pursuant to Item 601(b)(4)(iii) of Regulation S-K, that it will
furnish a copy of any such instrument to the SEC upon request.

2022 FORM 10-K 97

 SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER WRITE-OFFS, AT END
(Dollars in millions) PERIOD EXPENSES ACCOUNTS(1) NET OF PERIOD
Sales returns reserve
For the fiscal year ended May 31, 2020(2) $ 843 $ 2,263 $ (31) $ (2,393) $ 682
For the fiscal year ended May 31, 2021(2) 682 2,617 41 (2,745) 595
For the fiscal year ended May 31, 2022 595 2,573 (31) (2,612) 525
(1) Amounts included in this column primarily relate to foreign currency translation.
(2) During the fourth quarter of fiscal 2022, management identified misstatements related to the amounts disclosed within Charged to Costs and Expenses
and Write-offs, net. Specifically, Charged to Costs and Expenses was understated by $46 million for fiscal 2021 and $36 million for fiscal 2020 with a
corresponding understatement of Write-offs, net. Additionally, during the fourth quarter of fiscal 2021, management identified misstatements related to
the amounts disclosed within Charged to Costs and Expenses and Write-offs, net. Specifically, Charged to Costs and Expenses was understated by
$286 million for fiscal 2020 with a corresponding understatement of Write-offs, net. The Company assessed the materiality of these misstatements on
prior period financial statements in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, codified in
ASC 250, Presentation of Financial Statements, and concluded these misstatements were not material to any prior period. As such, the Company has
revised the amounts disclosed within Charged to Costs and Expenses and Write-offs, net for fiscal year 2021 and 2020. These misstatements did not
impact the Consolidated Balance Sheets, Consolidated Statements of Income, or Consolidated Statements of Cash Flows.

98 NIKE, INC.
ITEM 16. FORM 10-K SUMMARY
None.

2022 FORM 10-K 99

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

/s/ PricewaterhouseCoopers LLP

Portland, Oregon
July 21, 2022

100 NIKE, INC.

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

NIKE, INC.
By: /s/ JOHN J. DONAHOE II
John J. Donahoe II
President and Chief Executive Officer
Date: July 21, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE TITLE DATE

PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
/s/ JOHN J. DONAHOE II
John J. Donahoe II President and Chief Executive Officer July 21, 2022
PRINCIPAL FINANCIAL OFFICER:
/s/ MATTHEW FRIEND
Matthew Friend Executive Vice President and Chief Financial Officer July 21, 2022
PRINCIPAL ACCOUNTING OFFICER:
/s/ CHRIS L. ABSTON
Chris L. Abston Vice President and Corporate Controller July 21, 2022
DIRECTORS:
/s/ MARK G. PARKER
Mark G. Parker Director, Chairman of the Board July 21, 2022
/s/ CATHLEEN A. BENKO
Cathleen A. Benko Director July 21, 2022
/s/ ELIZABETH J. COMSTOCK
Elizabeth J. Comstock Director July 21, 2022
/s/ TIMOTHY D. COOK
Timothy D. Cook Director July 21, 2022
/s/ THASUNDA B. DUCKETT
Thasunda B. Duckett Director July 21, 2022
/s/ ALAN B. GRAF, JR.
Alan B. Graf, Jr. Director July 21, 2022
/s/ PETER B. HENRY
Peter B. Henry Director July 21, 2022
/s/ TRAVIS A. KNIGHT
Travis A. Knight Director July 21, 2022
/s/ MICHELLE A. PELUSO
Michelle A. Peluso Director July 21, 2022
/s/ JOHN W. ROGERS, JR.
John W. Rogers, Jr. Director July 21, 2022

2022 FORM 10-K 101