What changed in this filing

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Item 9A. Controls and Procedures

2022-07-21 compared with 2021-07-20 · 20 added, 21 removed, 167 unchanged (20% of the section changed)

11 unchanged sentences

No disclosure is required under this item.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

2022 FORM 10-K 93

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 401 of Regulation S-K regarding directors is included under “NIKE, Inc.

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.

3 unchanged sentences

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 2021,” “Compensation Discussion and Analysis,” and “Stock Ownership Information — Transactions with Related Persons — Compensation Committee Interlocks and Insider Participation,” in the definitive Proxy Statement for our 2021 Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K regarding executive compensation is included under “Corporate Governance — Director Compensation for Fiscal 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.

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 “Compensation Discussion and Analysis — Executive Compensation Tables — Equity Compensation Plan Information” in the definitive Proxy Statement for our 2021 Annual Meeting of Shareholders and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K is included under “Executive Compensation 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.

8 unchanged sentences

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Statemen ts of Income for each of the three years ended May 31, 202 1 , May 31, 20 20 and May 31, 20 1 9

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Statements of Income for each of the three years ended May 31, 202 2 , May 31, 202 1 and May 31, 20 20

Consolidated Statements of Comprehensive Income for each of the three years ended May 31, 202 2 , May 31, 202 1 and May 31, 20 20

Consolidated Bal ance Sheets at May 31, 202 1 and May 31, 20 2 0

Consolidated St atements of Cash Flows for each of the three years ended May 31, 202 1 , May 31, 20 20 and May 31, 201 9

Consolidated Balance Sheets at May 31, 202 2 and May 31, 202 1

Consolidated Statements of Cash Flows for each of the three years ended May 31, 202 2 , May 31, 202 1 and May 31, 20 20

Consolidated Statements of Shareholders' Equity for each of the three years ended May 31, 202 2 , May 31, 202 1 and May 31, 20 20

40 unchanged sentences

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 N IKE, Inc.

Stock Incentive P lan (incorporated by reference to Exhibit 10.

2 to the Company's Current Report on Form 8-K filed September 23 , 20 15 ).*

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).*

8 unchanged sentences

Parker (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed October 22, 2019).*

10.21 Credit Agreement, d ated as of March 15 , 202 1 , 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 18, 2021 ).

10.21 NIKE, Inc.

6 unchanged sentences

Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed June 19, 2020).*

10.26 Credit Agreement dated as of August 16, 2019, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, Citibank N.A., as Syndication Agent, Deutsche Bank Securities, Inc., HSBC Bank USA, National Association and JPMorgan Chase, N.A., as Co-Documentation Agents, and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 20, 2019).

10.25 NIKE, Inc.

2 unchanged sentences

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.

3 unchanged sentences

32 Section 1350 Certifications.

2021 FORM 10-K 97

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.

2022 FORM 10-K 96

101.SCH Inline XBRL Taxonomy Extension Schema

7 unchanged sentences

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.

Upon written request to Investor Relations, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453, NIKE will furnish shareholders with a copy of any Exhibit upon payment of $0.10 per page, which represents our reasonable expenses in furnishing Exhibits.

2022 FORM 10-K 97

10 unchanged sentences

(1) Amounts included in this column primarily relate to foreign currency translation.

(2) As a result of the adoption of ASC Topic 606 during the first quarter of fiscal 2019, an asset for the estimated cost of inventory for expected product returns is now recognized separately from the liability for sales returns reserves, which is presented above.

(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 $ 286 million and $ 250 million for fiscal 2020 and fiscal 2019, respectively, with a corresponding understatement of 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.

1 unchanged sentence

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 the fiscal years 2020 and 2019.

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

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

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

2022 FORM 10-K 98

5 unchanged sentences

333-232770) of NIKE, Inc.

of our report dated July 20, 2021 relating to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

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

20 unchanged sentences

Director July 21, 2022

Director July 20, 2021

/s/ TIMOTHY D.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures