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Item 9A. Controls and Procedures

2023-07-20 compared with 2022-07-21 · 25 added, 25 removed, 162 unchanged (24% of the section changed)

4 unchanged sentences

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, 2023.

“Management's Annual Report on Internal Control Over Financial Reporting” is included in Item 8 of this Report.

"Management's Annual Report on Internal Control Over Financial Reporting" is included in Item 8 of this Annual Report.

We are continuing several transformation initiatives to centralize and simplify our business processes and systems.

10 unchanged sentences

Board of Directors" in the definitive Proxy Statement for our 2023 Annual Meeting of Shareholders and is incorporated herein by reference.

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

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

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

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.

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 2023," "Executive Compensation — Compensation Discussion and Analysis," "Executive Compensation — Executive Compensation Tables," and "Additional Information — Compensation Committee Interlocks and Insider Participation," in the definitive Proxy Statement for our 2023 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 “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 201(d) of Regulation S-K is included under "Executive Compensation — Executive Compensation Tables — Equity Compensation Plan Information" in the definitive Proxy Statement for our 2023 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 2023 Annual Meeting of Shareholders and is incorporated herein by reference.

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.

The information required by Items 404 and 407(a) of Regulation S-K is included under "Additional Information — Transactions with Related Persons" and "Corporate Governance — NIKE, Inc.

Board of Directors — Director Independence" in the definitive Proxy Statement for our 2023 Annual Meeting of Shareholders and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

(a) The following documents are filed as part of this Annual Report:

FORM 10-K PAGE NO.

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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) *

Performance-Based Restricted Stock Unit Agreem en t under the NIKE , Inc.

Stock Incentive Plan (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 10.2 to the Company's Current Report on Form 8-K filed March 14, 2022).

10.28 NIKE, Inc.

Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 14, 2022).

10.29 Credit Agreement, dated as of March 10, 2023, among NIKE, Inc., Bank of America, N.A., as Administrative Agent, and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 13, 2023).

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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.

2023 FORM 10-K 94

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.

101.SCH Inline XBRL Taxonomy Extension Schema

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* Management contract or compensatory plan or arrangement.

† Furnished herewith

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.

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

$ 843 $ 2,263 $ ( 31 ) $ ( 2,393 ) $ 682

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

682 2,617 41 ( 2,745 ) 595

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

(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.

2023 FORM 10-K 96

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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.

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No.

333-266267) and Form S-8 (Nos.

033-63995, 333-63581, 333-63583, 333-68864, 333-68886, 333-71660, 333-104822, 333-117059, 333-133360, 333-164248, 333-171647, 333-173727, 333-208900, 333-215439 and 333-266269) of NIKE, Inc.

of our report dated July 20, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

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PRINCIPAL ACCOUNTING OFFICER:

/s/ JOHANNA NIELSEN

Johanna Nielsen

Vice President and Corporate Controller July 20, 2023

2 unchanged sentences

Director July 20, 2023

/s/ ELIZABETH J.

Director July 21, 2022

/s/ TIMOTHY D.

2 unchanged sentences

Director July 20, 2023

/s/ MÓNICA GIL

Director July 20, 2023

/s/ MARIA HENRY

Director July 20, 2023

/s/ TRAVIS A.

3 unchanged sentences

Director July 20, 2023

/s/ ROBERT SWAN

Director July 20, 2023

2023 FORM 10-K 99

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