10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended February 28, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File Number: 001-10635

NIKE, Inc.

(Exact name of registrant as specified in its charter)

OREGON	93-0584541
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Bowerman Drive, Beaverton, Oregon	97005-6453
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 671-6453

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to 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 and post such files).    Yes  ☑    No  ☐

Indicate by check mark 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	☑	Accelerated filer	☐	Smaller reporting company	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑

Shares of Common Stock outstanding as of April 2, 2018 were:

Class A	329,065,752
Class B	1,282,693,640
	1,611,759,392

NIKE, INC.

FORM 10-Q

Table of Contents

PART I - FINANCIAL INFORMATION		Page
ITEM 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Statements of Income	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income	5
	Unaudited Condensed Consolidated Statements of Cash Flows	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	38
ITEM 4.	Controls and Procedures	38
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	40
ITEM 1A.	Risk Factors	40
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
ITEM 6.	Exhibits	41
	Signatures	42

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

NIKE, Inc. Unaudited Condensed Consolidated Balance Sheets

	February 28,			May 31,
(In millions)	2018			2017
ASSETS
Current assets:
Cash and equivalents	$	3,662		$	3,808
Short-term investments	1,089			2,371
Accounts receivable, net	3,792			3,677
Inventories	5,366			5,055
Prepaid expenses and other current assets	1,446			1,150
Total current assets	15,355			16,061
Property, plant and equipment, net	4,298			3,989
Identifiable intangible assets, net	282			283
Goodwill	139			139
Deferred income taxes and other assets	2,478			2,787
TOTAL ASSETS	$	22,552		$	23,259
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	6		$	6
Notes payable	11			325
Accounts payable	1,961			2,048
Accrued liabilities	3,727			3,011
Income taxes payable	78			84
Total current liabilities	5,783			5,474
Long-term debt	3,469			3,471
Deferred income taxes and other liabilities	3,518			1,907
Commitments and contingencies (Note 12)
Redeemable preferred stock	—			—
Shareholders’ equity:
Common stock at stated value:
Class A convertible — 329 and 329 shares outstanding	—			—
Class B — 1,290 and 1,314 shares outstanding	3			3
Capital in excess of stated value	9,325			8,638
Accumulated other comprehensive loss	(624		)	(213		)
Retained earnings	1,078			3,979
Total shareholders’ equity	9,782			12,407
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	22,552		$	23,259

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

3

NIKE, Inc. Unaudited Condensed Consolidated Statements of Income

	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions, except per share data)	2018			2017			2018		2017
Revenues	$	8,984		$	8,432		$	26,608	$	25,673
Cost of sales	5,046			4,682			15,030		14,184
Gross profit	3,938			3,750			11,578		11,489
Demand creation expense	862			749			2,594		2,552
Operating overhead expense	1,905			1,747			5,797		5,346
Total selling and administrative expense	2,767			2,496			8,391		7,898
Interest expense (income), net	13			19			42		41
Other (income) expense, net	(1		)	(88		)	35		(168		)
Income before income taxes	1,159			1,323			3,110		3,718
Income tax expense	2,080			182			2,314		486
NET (LOSS) INCOME	$	(921	)	$	1,141		$	796	$	3,232
(Loss) earnings per common share:
Basic	$	(0.57	)	$	0.69		$	0.49	$	1.95
Diluted	$	(0.57	)	$	0.68		$	0.48	$	1.91
Dividends declared per common share	$	0.20		$	0.18		$	0.58	$	0.52

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

4

NIKE, Inc. Unaudited Condensed Consolidated Statements of Comprehensive Income

	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
Net (loss) income	$	(921	)	$	1,141		$	796		$	3,232
Other comprehensive (loss) income, net of tax:
Change in net foreign currency translation adjustment	51			12			65			1
Change in net gains (losses) on cash flow hedges	(107		)	(175		)	(494		)	(92		)
Change in net gains (losses) on other	2			(7		)	1			2
Total other comprehensive (loss) income, net of tax	(54		)	(170		)	(428		)	(89		)
TOTAL COMPREHENSIVE (LOSS) INCOME	$	(975	)	$	971		$	368		$	3,143

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

5

NIKE, Inc. Unaudited Condensed Consolidated Statements of Cash Flows

	Nine Months Ended February 28,
(In millions)	2018			2017
Cash provided by operations:
Net income	$	796		$	3,232
Income charges (credits) not affecting cash:
Depreciation	551			521
Deferred income taxes	564			(199		)
Stock-based compensation	158			162
Amortization and other	23			7
Net foreign currency adjustments	(130		)	(90		)
Changes in certain working capital components and other assets and liabilities:
Decrease (increase) in accounts receivable	3			(546		)
(Increase) in inventories	(245		)	(157		)
(Increase) in prepaid expenses and other current and non-current assets	(474		)	(152		)
Increase in accounts payable, accrued liabilities and other current and non-current liabilities	1,439			106
Cash provided by operations	2,685			2,884
Cash provided (used) by investing activities:
Purchases of short-term investments	(3,644		)	(4,029		)
Maturities of short-term investments	3,101			2,433
Sales of short-term investments	1,797			1,905
Additions to property, plant and equipment	(728		)	(776		)
Disposals of property, plant and equipment	—			13
Other investing activities	—			(34		)
Cash provided (used) by investing activities	526			(488		)
Cash used by financing activities:
Net proceeds from long-term debt issuance	—			1,482
Long-term debt payments, including current portion	(4		)	(43		)
(Decrease) increase in notes payable	(314		)	24
Payments on capital lease and other financing obligations	(16		)	(14		)
Proceeds from exercise of stock options and other stock issuances	554			339
Repurchase of common stock	(2,694		)	(2,429		)
Dividends — common and preferred	(920		)	(834		)
Tax payments for net share settlement of equity awards	(54		)	(8		)
Cash used by financing activities	(3,448		)	(1,483		)
Effect of exchange rate changes on cash and equivalents	91			(30		)
Net (decrease) increase in cash and equivalents	(146		)	883
Cash and equivalents, beginning of period	3,808			3,138
CASH AND EQUIVALENTS, END OF PERIOD	$	3,662		$	4,021
Supplemental disclosure of cash flow information:
Non-cash additions to property, plant and equipment	$	190		$	248
Dividends declared and not paid	324			303

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

6

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1	Summary of Significant Accounting Policies	8
Note 2	Inventories	9
Note 3	Accrued Liabilities	9
Note 4	Fair Value Measurements	9
Note 5	Short-Term Borrowings and Credit Lines	12
Note 6	Income Taxes	12
Note 7	Common Stock and Stock-Based Compensation	13
Note 8	Earnings Per Share	14
Note 9	Risk Management and Derivatives	14
Note 10	Accumulated Other Comprehensive Income	18
Note 11	Operating Segments	20
Note 12	Commitments and Contingencies	21

7

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the “Company”) and reflect all normal adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. The year-end Condensed Consolidated Balance Sheet data as of May 31, 2017 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial information and notes thereto should be read in conjunction with the Company’s latest Annual Report on Form 10-K. The results of operations for the three and nine months ended February 28, 2018 are not necessarily indicative of results to be expected for the entire year.

Reclassifications

Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation, including reclassified geographic operating segment data to reflect the changes in the Company’s operating structure, which became effective on June 1, 2017. Refer to Note 11 — Operating Segments for additional information.

Recently Adopted Accounting Standards

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows for reclassification of stranded tax effects on items resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from Accumulated other comprehensive income to Retained earnings. Tax effects unrelated to the Tax Act are released from Accumulated other comprehensive income using either the specific identification approach or the portfolio approach based on the nature of the underlying item.

The Company early adopted the ASU in the third quarter of fiscal 2018. As a result of the adoption, during the third quarter and first nine months of fiscal 2018, Retained earnings decreased by $17 million, with a corresponding increase to Accumulated other comprehensive income due to the reduction in the corporate tax rate from 35% to 21%. Refer to Note 6 — Income Taxes for additional information about the Tax Act.

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which changes how companies account for certain aspects of share-based payment awards to employees. The Company adopted the ASU in the first quarter of fiscal 2018. The updated guidance requires excess tax benefits and deficiencies from share-based payment awards to be recorded in income tax expense in the income statement. Previously, excess tax benefits and deficiencies were recognized in shareholders’ equity on the balance sheet. This change is required to be applied prospectively. During the third quarter and first nine months of fiscal 2018, the Company recognized $72 million and $194 million, respectively, of excess tax benefits related to share-based payment awards in Income tax expense in the Unaudited Condensed Consolidated Statements of Income.

Additionally, ASU 2016-09 modified the classification of certain share-based payment activities within the statement of cash flows, which the Company applied retrospectively. As a result, for the nine months ended February 28, 2017, the Company reclassified a cash inflow of $125 million related to excess tax benefits from share-based payment awards from Cash used by financing activities to Cash provided by operations, and reclassified a cash outflow of $8 million related to tax payments for the net settlement of share-based payment awards from Cash provided by operations to Cash used by financing activities within the Unaudited Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The update to the standard is effective for the Company on June 1, 2019, with early adoption permitted in any interim period. The Company is currently evaluating the effect the guidance will have on the Consolidated Financial Statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The updated guidance requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Income tax effects of intra-entity transfers of inventory will continue to be deferred until the inventory has been sold to a third party. The Company will adopt the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of applying the new standard recognized in retained earnings at the date of adoption. Although the final impact is subject to change, if adopted at February 28, 2018, the ASU would have resulted in a reduction to Retained earnings through a cumulative effect adjustment of approximately $520 million.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which replaces existing lease accounting guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. The new guidance will require the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company will adopt the standard on June 1, 2019. The ASU is required to be applied using a modified retrospective approach at the beginning of the earliest period presented, with optional practical expedients. The Company continues to assess the effect the guidance will have on its existing accounting policies and the Consolidated Financial Statements and expects there will be an increase in assets and liabilities on the Consolidated Balance Sheets at adoption due to the recording of right-of-use assets and corresponding lease liabilities, which may be material. Refer to Note 15 — Commitments and Contingencies of the Annual Report on Form 10-K for the fiscal year ended May 31, 2017 for information about the Company’s lease obligations.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company beginning June 1, 2018. The Company does not expect the adoption to have a material impact on the Consolidated Financial Statements.

8

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606),which replaces existing revenue recognition guidance. The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company will adopt the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of initially applying the standard recognized in retained earnings at the date of adoption.

While the Company does not expect the adoption of this standard to have a material impact on the Company’s net Revenues in the Consolidated Statements of Income, the Company anticipates revenues for certain wholesale transactions and substantially all digital commerce sales will be recognized upon shipment rather than upon delivery to the customer.

Additionally, provisions for post-invoice sales discounts, returns and miscellaneous claims will be recognized as accrued liabilities rather than as reductions to Accounts receivable, net; and the estimated cost of inventory associated with the provision for sales returns will be recorded within Prepaid expenses and other current assets on the Consolidated Balance Sheets. The Company continues to evaluate the impact of this new standard, including on accounting policies, disclosures, internal control over financial reporting and its contracts with customers.

Note 2 — Inventories

Inventory balances of $5,366 million and $5,055 million at February 28, 2018 and May 31, 2017, respectively, were substantially all finished goods.

Note 3 — Accrued Liabilities

Accrued liabilities included the following:

	As of February 28,		As of May 31,
(In millions)	2018		2017
Compensation and benefits, excluding taxes	$	886	$	871
Fair value of derivatives	539		168
Endorsement compensation	354		396
Dividends payable	324		300
Import and logistics costs	293		257
Taxes other than income taxes payable	244		196
Advertising and marketing	182		125
Other(1)	905		698
TOTAL ACCRUED LIABILITIES	$	3,727	$	3,011

(1) Other consists of various accrued expenses with no individual item accounting for more than 5% of the total Accrued liabilities balance at February 28, 2018 and May 31, 2017.

Note 4 — Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale 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 established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

The levels of the fair value hierarchy are described below:

• 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 for which there is 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 non-performance risk of the Company and that of 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.

9

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of February 28, 2018 and May 31, 2017, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.

	As of February 28, 2018
(In millions)	Assets at Fair Value		Cash and Equivalents		Short-term Investments		Other Long-term Assets
Cash	$	620	$	620	$	—	$	—
Level 1:
U.S. Treasury securities	865		150		715		—
Level 2:
Time deposits	773		769		4		—
U.S. Agency securities	45		—		45		—
Commercial paper and bonds	477		152		325		—
Money market funds	1,971		1,971		—		—
Total Level 2:	3,266		2,892		374		—
Level 3:
Non-marketable preferred stock	11		—		—		11
TOTAL	$	4,762	$	3,662	$	1,089	$	11

	As of May 31, 2017
(In millions)	Assets at Fair Value		Cash and Equivalents		Short-term Investments		Other Long-term Assets
Cash	$	505	$	505	$	—	$	—
Level 1:
U.S. Treasury securities	1,545		159		1,386		—
Level 2:
Time deposits	813		769		44		—
U.S. Agency securities	522		150		372		—
Commercial paper and bonds	820		251		569		—
Money market funds	1,974		1,974		—		—
Total Level 2:	4,129		3,144		985		—
Level 3:
Non-marketable preferred stock	10		—		—		10
TOTAL	$	6,189	$	3,808	$	2,371	$	10

The Company elects to record the gross assets and liabilities of its derivative financial instruments on the Unaudited Condensed 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 Unaudited Condensed Consolidated Statements of Cash Flows. Any amounts of non-cash collateral received, such as securities, are not recorded on the Unaudited Condensed Consolidated Balance Sheets pursuant to U.S. GAAP. For further information related to credit risk, refer to Note 9 — Risk Management and Derivatives.

10

The following tables present information about the Company’s derivative assets and liabilities measured at fair value on a recurring basis as of February 28, 2018 and May 31, 2017, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.

	As of February 28, 2018
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	83	$	65	$	18	$	648	$	536	$	112
Embedded derivatives	13		2		11		8		3		5
TOTAL	$	96	$	67	$	29	$	656	$	539	$	117

(1) If the foreign exchange derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $83 millionas ofFebruary 28, 2018. As of that date, the Company had posted$354 millionof cash collateral to various counterparties related to foreign exchange derivative instruments.Noamount of collateral was received on the Company’s derivative asset balance as ofFebruary 28, 2018.

	As of May 31, 2017
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	231	$	216	$	15	$	246	$	166	$	80
Embedded derivatives	10		1		9		8		2		6
TOTAL	$	241	$	217	$	24	$	254	$	168	$	86

(1) If the foreign exchange derivative instruments had been netted on the Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $187 million as of May 31, 2017. As of that date, no amount of cash collateral had been received or posted on the derivative asset and liability balances related to foreign exchange derivative instruments.

Available-for-sale securities comprise investments in U.S. Treasury and Agency securities, time deposits, money market funds, corporate commercial paper and bonds. These securities are valued using market prices in both active markets (Level 1) and less active markets (Level 2). As of February 28, 2018, the Company held $1,057 million of available-for-sale securities with maturity dates within one year and $32 million with maturity dates over one year and less than five years within Short-term investments on the Unaudited Condensed Consolidated Balance Sheets. The gross realized gains and losses on sales of available-for-sale securities were immaterial for the three and nine months ended February 28, 2018 and 2017. Unrealized gains and losses on available-for-sale securities included in Accumulated other comprehensive income were immaterial as of February 28, 2018 and May 31, 2017. The Company regularly reviews its available-for-sale securities for other-than-temporary impairment. For the nine months ended February 28, 2018 and 2017, the Company did not consider any of its securities to be other-than-temporarily impaired and, accordingly, did not recognize any impairment losses.

Included in Interest expense (income), net for the three months ended February 28, 2018 and 2017 was interest income related to the Company’s available-for-sale securities of $12 million and $8 million, respectively, and $36 million and $17 million for the nine months ended February 28, 2018 and 2017, respectively.

The Company’s Level 3 assets comprise investments in certain non-marketable preferred stock. These Level 3 investments are an immaterial portion of the Company’s portfolio. Changes in Level 3 investment assets were immaterial during the nine months ended February 28, 2018 and the fiscal year ended May 31, 2017.

No transfers among levels within the fair value hierarchy occurred during the nine months ended February 28, 2018 and the fiscal year ended May 31, 2017.

For additional information related to the Company’s derivative financial instruments, refer to Note 9 — Risk Management and Derivatives. The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.

As of February 28, 2018 and May 31, 2017, assets or liabilities that were required to be measured at fair value on a non-recurring basis were immaterial.

Financial Assets and Liabilities Not Recorded at Fair 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 $3,327 million at February 28, 2018 and $3,401 million at May 31, 2017.

For fair value information regarding Notes payable, refer to Note 5 — Short-Term Borrowings and Credit Lines.

11

Note 5 — Short-Term Borrowings and Credit Lines

As of February 28, 2018, the Company had no outstanding borrowings under its $2 billion commercial paper program. As of May 31, 2017, $325 million of commercial paper was outstanding at a weighted average interest rate of 0.86%. These borrowings are included within Notes payable.

Due to the short-term nature of the borrowings, the carrying amounts reflected on the Unaudited Condensed Consolidated Balance Sheets for Notes payable approximate fair value.

Note 6 — Income Taxes

The effective tax rate was 74.4% for the nine months ended February 28, 2018 compared to 13.1% for the nine months ended February 28, 2017. The increase in the Company’s effective tax rate was due to the impact of the Tax Cuts and Jobs Act (the “Tax Act”), which included additional income tax expense of $2,030 million in the third quarter of fiscal 2018. The effective tax rate also reflected the tax benefit from stock-based compensation in the current period as a result of the adoption of ASU 2016-09 in the first quarter of fiscal 2018.

Tax Act

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act, which significantly changes previous U.S. tax laws, including provisions for a one-time transition tax on deemed repatriation of undistributed foreign earnings, a reduction in the corporate tax rate from 35% to 21%, as well as other changes. Under U.S. GAAP, accounting for the effect of tax legislation is required in the period of enactment. For fiscal 2018, the change in the corporate tax rate, effective January 1, 2018, results in a blended U.S. federal statutory rate for the Company of approximately 29%. The Tax Act also includes provisions that are not yet effective for the Company, including a provision to tax global intangible low-taxed income (GILTI) of foreign subsidiaries, which will be effective for the Company beginning June 1, 2018. In accordance with U.S. GAAP, the Company has made an accounting policy election to treat taxes due under the GILTI provision as a current period expense.

Income tax expense for the nine months ended February 28, 2018 includes provisional expense of $2,030 million, which consists primarily of $2,010 million for the one-time transition tax on the deemed repatriation of undistributed foreign earnings, and $107 million resulting from the impact of changes in the tax rate, primarily on the remeasurement of deferred tax assets and liabilities. The remaining provisions of the Tax Act did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements upon enactment.

In accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”), the provisional amounts recorded represent reasonable estimates of the effects of the Tax Act for which the analysis is not yet complete. As the Company completes its analysis of the Tax Act, including collecting, preparing and analyzing necessary information, performing and refining calculations and obtaining additional guidance from the U.S. Internal Revenue Services (IRS), U.S. Treasury Department, FASB or other standard setting and regulatory bodies on the Tax Act, it may record adjustments to the provisional amounts, which may be material. In accordance with SAB 118, the Company’s accounting for the tax effects of the Tax Act will be completed during the measurement period, which should not extend beyond one year from the enactment date. At February 28, 2018, there were no provisions for which the Company was unable to record a reasonable estimate of the impact.

Transition Tax

The Company recorded a provisional expense of $2,010 million related to the one-time transition tax on the deemed repatriation of undistributed foreign earnings. The transition tax is based on the Company’s estimated total post-1986 undistributed foreign earnings at a tax rate of 15.5% for foreign cash and certain other specified assets, and 8% on the remaining earnings. The actual transition tax due will be based on actual undistributed foreign earnings and cash and certain other specified assets as of the required measurement date, which could materially affect the amount of the transition tax. The Company expects to pay the transition tax in installments over an eight-year period. Accordingly, the non-current portion of the provisional expense for the transition tax of $1,242 million, net of applicable foreign tax credits the Company expects to utilize, has been recorded in Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.

Prior to the enactment of the Tax Act, the Company regularly determined certain foreign earnings to be indefinitely reinvested outside the United States. Following enactment of the Tax Act, the Company no longer considers any historical or future earnings to be indefinitely reinvested with its foreign subsidiaries.

Impact of Changes in the Tax Rate

As a result of the reduction in the corporate tax rate from 35% to 21%, the Company recorded a net provisional expense of $107 million for the impact of changes in the tax rate, primarily on deferred tax assets and liabilities. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to be realized. The total provisional expense recorded during the period for the remeasurement of deferred tax assets and liabilities was $149 million. This was partially offset by a $42 million tax benefit for the reduction in the tax rate applied to current year earnings. These amounts may be adjusted to the extent that actual operating results differ from the Company’s current estimates.

Other Tax Matters

As of February 28, 2018, total gross unrecognized tax benefits, excluding related interest and penalties, were $718 million, $504 million of which would affect the Company’s effective tax rate if recognized in future periods. The Company’s total gross unrecognized tax benefits, excluding related interest and penalties, as of February 28, 2018, and the portion that would affect the effective tax rate if recognized in future periods, were impacted by the enactment of the Tax Act. As of May 31, 2017, total gross unrecognized tax benefits, excluding related interest and penalties, were $461 million. The liability for payment of interest and penalties decreased $25 million during the nine months ended February 28, 2018. As of February 28, 2018 and May 31, 2017, accrued interest and penalties related to uncertain tax positions were $146 million and $171 million, respectively (excluding federal benefit).

The Company is subject to taxation in the United States, as well as various state and foreign jurisdictions. The Company has closed all U.S. federal income tax matters through fiscal 2014, with the exception of certain transfer pricing adjustments. The Company is currently under audit by the IRS for fiscal 2015 and 2016.

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The Company’s major foreign jurisdictions, China and the Netherlands, have concluded substantially all income tax matters through calendar 2007 and fiscal 2011, respectively. 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 $126 million within the next 12 months.

Note 7 — Common Stock and Stock-Based Compensation

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.

The NIKE, Inc. Stock Incentive Plan (the “Stock Incentive Plan”) provides for the issuance of up to 718 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, restricted stock, restricted stock units and performance-based awards. 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. A committee of the Board of Directors administers the Stock Incentive Plan. The committee 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. Substantially all stock option grants outstanding under the Stock Incentive Plan are granted in the first quarter of each fiscal year, vest ratably over four years and expire ten years from the date of grant.

In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount to 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.

The Company accounts for stock-based compensation by estimating the fair value of options granted under the Stock Incentive Plan and employees’ purchase rights under the ESPPs using the Black-Scholes option pricing model. The Company recognizes this fair value as Cost of sales or Operating overhead expense, as applicable, over the vesting period using the straight-line method.

The following table summarizes the Company’s total stock-based compensation expense recognized in Cost of sales or Operating overhead expense, as applicable:

	Three Months Ended February 28,				Nine Months Ended February 28,
(In millions)	2018		2017		2018		2017
Stock options(1)	$	38	$	35	$	110	$	110
ESPPs	7		7		24		27
Restricted stock	10		9		24		25
TOTAL STOCK-BASED COMPENSATION EXPENSE	$	55	$	51	$	158	$	162

(1) Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. Accelerated stock option expense was $6 million and $3 million for the three months ended February 28, 2018 and 2017, respectively, and $14 million and $11 million for the nine months ended February 28, 2018 and 2017, respectively.

As of February 28, 2018, the Company had $234 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 2.2 years.

The weighted average fair value per share of the options granted during the nine months ended February 28, 2018 and 2017, computed as of the grant date using the Black-Scholes pricing model, was $9.82 and $9.38, respectively. The weighted average assumptions used to estimate these fair values were as follows:

	Nine Months Ended February 28,
	2018		2017
Dividend yield	1.2	%	1.1	%
Expected volatility	16.4	%	17.4	%
Weighted average expected life (in years)	6.0		6.0
Risk-free interest rate	2.0	%	1.3	%

The Company estimates the expected volatility based on the implied volatility in market traded options on the Company’s common stock with a term greater than one year, along with 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.

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Note 8 — Earnings Per Share

The following is a reconciliation from basic earnings per common share to diluted earnings per common share. As a result of the net loss incurred for the three months ended February 28, 2018, all outstanding options, including shares under ESPPs, to purchase common stock, and other awards of common stock have been excluded from the computation of diluted earnings per common share because the inclusion of the shares would have been anti-dilutive. Additionally, 42.9 million options for the nine months ended February 28, 2018, and 31.1 million and 31.0 million options for the three and nine months ended February 28, 2017, respectively, have been excluded from the computations of diluted earnings per common share because the options were anti-dilutive.

	Three Months Ended February 28,					Nine Months Ended February 28,
(In millions, except per share data)	2018			2017		2018		2017
Determination of shares:
Weighted average common shares outstanding	1,623.5			1,653.1		1,629.9		1,661.5
Assumed conversion of dilutive stock options and awards	—			33.2		35.8		34.9
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	1,623.5			1,686.3		1,665.7		1,696.4
(Loss) earnings per common share:
Basic	$	(0.57	)	$	0.69	$	0.49	$	1.95
Diluted	$	(0.57	)	$	0.68	$	0.48	$	1.91

Note 9 — 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, 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 February 28, 2018 are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, Japanese Yen/U.S. Dollar and British Pound/Euro currency pairs. All derivatives are recognized on the Unaudited Condensed Consolidated Balance Sheets at fair value and classified based on the instrument’s maturity date.

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The following table presents the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2018 and May 31, 2017. Refer to Note 4 — Fair Value Measurements for a description of how the financial instruments in the table below are valued.

	Derivative Assets					Derivative Liabilities
(In millions)	Balance Sheet Location	February 28, 2018		May 31, 2017		Balance Sheet  Location	February 28, 2018		May 31, 2017
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	$	42	$	113	Accrued liabilities	$	403	$	59
Foreign exchange forwards and options	Deferred income taxes and other assets	18		13		Deferred income taxes and other liabilities	112		73
Total derivatives formally designated as hedging instruments		60		126			515		132
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	23		103		Accrued liabilities	133		107
Embedded derivatives	Prepaid expenses and other current assets	2		1		Accrued liabilities	3		2
Foreign exchange forwards and options	Deferred income taxes and other assets	—		2		Deferred income taxes and other liabilities	—		7
Embedded derivatives	Deferred income taxes and other assets	11		9		Deferred income taxes and other liabilities	5		6
Total derivatives not designated as hedging instruments		36		115			141		122
TOTAL DERIVATIVES		$	96	$	241		$	656	$	254

The following tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income for the three and nine months ended February 28, 2018 and 2017:

(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives(1)						Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income(1)
	Three Months Ended February 28,						Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Three Months Ended February 28,
	2018			2017				2018			2017
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options	$	7		$	5		Revenues	$	9		$	24
Foreign exchange forwards and options	(118		)	(5		)	Cost of sales	(41		)	87
Foreign exchange forwards and options	—			(3		)	Total selling and administrative expense	—			—
Foreign exchange forwards and options	(47		)	4			Other (income) expense, net	(15		)	67
Interest rate swaps(2)	—			—			Interest expense (income), net	(1		)	(2		)
Total designated cash flow hedges	$	(158	)	$	1			$	(48	)	$	176

(1) For the three months ended February 28, 2018 and 2017, the amounts recorded in Other (income) expense, net as a result of hedge ineffectiveness and 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, will be released through Interest expense (income), net over the term of the issued debt.

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(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives(1)						Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income(1)
	Nine Months Ended February 28,						Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Nine Months Ended February 28,
	2018			2017				2018			2017
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options	$	26		$	45		Revenues	$	24		$	96
Foreign exchange forwards and options	(382		)	244			Cost of sales	(17		)	260
Foreign exchange forwards and options	1			(1		)	Total selling and administrative expense	—			—
Foreign exchange forwards and options	(169		)	149			Other (income) expense, net	(33		)	141
Interest rate swaps(2)	—			(54		)	Interest expense (income), net	(5		)	(2		)
Total designated cash flow hedges	$	(524	)	$	383			$	(31	)	$	495

(1) For the nine months ended February 28, 2018 and 2017, the amounts recorded in Other (income) expense, net as a result of hedge ineffectiveness and 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, will be released through Interest expense (income), net over the term of the issued debt.

	Amount of Gain (Loss) Recognized in Income on Derivatives												Location of Gain (Loss)  Recognized in Income on Derivatives
	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options	$	(101	)	$	(66	)	$	(270	)	$	101		Other (income) expense, net
Embedded derivatives	1			(1		)	(3		)	(2		)	Other (income) expense, net

Cash Flow Hedges

All changes in fair value of derivatives designated as cash flow hedges, excluding any ineffective portion, are recorded in Accumulated other comprehensive income until Net income is affected by the variability of cash flows of the hedged transaction. Effective hedge results are classified within the Unaudited Condensed Consolidated Statements of Income in the same manner as the underlying exposure. The ineffective portion of the unrealized gains and losses on these contracts, if any, is recorded immediately in earnings. Derivative instruments designated as cash flow hedges must be discontinued when it is no longer probable the forecasted hedged transaction will occur in the initially identified time period. The gains and losses associated with discontinued derivative instruments that were in Accumulated other comprehensive income will be 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 all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will account for the derivative as an undesignated instrument as discussed below.

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 that the Company may elect to hedge in this manner include product cost exposures, non-functional currency denominated external and intercompany revenues, selling and administrative expenses, investments in U.S. Dollar-denominated available-for-sale debt securities and certain other intercompany transactions.

Product cost 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 product 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. When the NTC sells to a NIKE entity with a different functional currency, the result is 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 $13.4 billion as of February 28, 2018.

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As of February 28, 2018, $356 million of deferred net losses (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income 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 that are currently outstanding mature. As of February 28, 2018, the maximum term over which the Company was hedging exposures to the variability of cash flows for its forecasted transactions was 27 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. All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S. GAAP. Accordingly, changes in the fair values of the interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt. The Company recorded no ineffectiveness from its interest rate swaps designated as fair value hedges for the three and nine months ended February 28, 2018 or 2017. The Company had no interest rate swaps designated as fair value hedges as of February 28, 2018.

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, except ineffective portions, are reported in Accumulated other comprehensive income along with the foreign currency translation adjustments on those investments. The ineffective portion of the unrealized gains and losses on these contracts, if any, are recorded immediately in earnings. The Company recorded no ineffectiveness from net investment hedges for the three and nine months ended February 28, 2018 or 2017. The Company had no outstanding net investment hedges as of February 28, 2018.

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 Unaudited Condensed Consolidated Balance Sheets and/or embedded derivative contracts. These undesignated instruments are recorded at fair value as a derivative asset or liability on the Unaudited Condensed Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense, net, together with the re-measurement gain or loss from the hedged balance sheet position and/or embedded derivative contract. The total notional amount of outstanding undesignated derivative instruments was $7.1 billion as of February 28, 2018.

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 Unaudited Condensed 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 February 28, 2018, the total notional amount of embedded derivatives outstanding was approximately $240 million.

Credit Risk

The Company is exposed to credit-related losses in the event of non-performance 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 also trigger collateral requirements. As of February 28, 2018, the Company was in compliance with all credit risk-related contingent features and had derivative instruments with credit risk-related contingent features in a net liability position of $565 million. Accordingly, the Company was required to post $354 million of cash collateral to various counterparties to its derivative contracts as a result of these contingent features. As of February 28, 2018, the Company had received no cash collateral from its counterparties to its derivative contracts (refer to Note 4 — Fair Value Measurements). The Company considers the impact of the risk of counterparty default to be immaterial.

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Note 10 — Accumulated Other Comprehensive Income

The changes in Accumulated other comprehensive income, net of tax, for the three and nine months ended February 28, 2018 were as follows:

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at November 30, 2017	$	(177	)	$	(439	)	$	115	$	(86	)	$	(587	)
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	51			(156		)	—		(15		)	(120		)
Reclassifications to net income of previously deferred (gains) losses(3)	—			49			—		17			66
Total other comprehensive (loss) income	51			(107		)	—		2			(54		)
Reclassifications to retained earnings in accordance with ASU 2018-02(4)	24			(7		)	—		—			17
Balance at February 28, 2018	$	(102	)	$	(553	)	$	115	$	(84	)	$	(624	)

(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, $2 million, $0 million, $0 million and $2 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $1 million, $0 million, $1 million and $2 million, respectively.

(4) Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018.

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at May 31, 2017	$	(191	)	$	(52	)	$	115	$	(85	)	$	(213	)
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	65			(523		)	—		(35		)	(493		)
Reclassifications to net income of previously deferred (gains) losses(3)	—			29			—		36			65
Total other comprehensive (loss) income	65			(494		)	—		1			(428		)
Reclassifications to retained earnings in accordance with ASU 2018-02(4)	24			(7		)	—		—			17
Balance at February 28, 2018	$	(102	)	$	(553	)	$	115	$	(84	)	$	(624	)

(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 $(23) million, $1 million, $0 million, $0 million and $(22) million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(2) million, $0 million, $1 million and $(1) million, respectively.

(4) Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018.

The changes in Accumulated other comprehensive income, net of tax, for the three and nine months ended February 28, 2017 were as follows:

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at November 30, 2016	$	(218	)	$	546		$	115	$	(44	)	$	399
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	13			2			—		—			15
Reclassifications to net income of previously deferred (gains) losses(3)	(1		)	(177		)	—		(7		)	(185		)
Total other comprehensive (loss) income	12			(175		)	—		(7		)	(170		)
Balance at February 28, 2017	$	(206	)	$	371		$	115	$	(51	)	$	229

(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, $1 million, $0 million, $(1) million and $0 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(1) million, $0 million, $2 million and $1 million, respectively.

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(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at May 31, 2016	$	(207	)	$	463		$	115	$	(53	)	$	318
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	2			406			—		18			426
Reclassifications to net income of previously deferred (gains) losses(3)	(1		)	(498		)	—		(16		)	(515		)
Total other comprehensive (loss) income	1			(92		)	—		2			(89		)
Balance at February 28, 2017	$	(206	)	$	371		$	115	$	(51	)	$	229

(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, $23 million, $0 million, $0 million and $23 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(3) million, $0 million, $1 million and $(2) million, respectively.

The following table summarizes the reclassifications from Accumulated other comprehensive income to the Unaudited Condensed Consolidated Statements of Income:

	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income												Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
Gains (losses) on foreign currency translation adjustment	$	—		$	1		$	—		$	1		Other (income) expense, net
Total before tax	—			1			—			1
Tax (expense) benefit	—			—			—			—
Gain (loss) net of tax	—			1			—			1
Gains (losses) on cash flow hedges:
Foreign exchange forwards and options	$	9		$	24		$	24		$	96		Revenues
Foreign exchange forwards and options	(41		)	87			(17		)	260			Cost of sales
Foreign exchange forwards and options	(15		)	67			(33		)	141			Other (income) expense, net
Interest rate swaps	(1		)	(2		)	(5		)	(2		)	Interest expense (income), net
Total before tax	(48		)	176			(31		)	495
Tax (expense) benefit	(1		)	1			2			3
Gain (loss) net of tax	(49		)	177			(29		)	498
Gains (losses) on other	(16		)	9			(35		)	17			Other (income) expense, net
Total before tax	(16		)	9			(35		)	17
Tax (expense) benefit	(1		)	(2		)	(1		)	(1		)
Gain (loss) net of tax	(17		)	7			(36		)	16
Total net gain (loss) reclassified for the period	$	(66	)	$	185		$	(65	)	$	515

19

Note 11 — Operating Segments

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. In June 2017, NIKE, Inc. announced a new company alignment designed to allow NIKE to better serve the consumer personally, at scale. As a result of this organizational realignment, the Company’s reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa; Greater China; and Asia Pacific & Latin America, and include results for the NIKE, Jordan and Hurley brands. Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation. This includes reclassified operating segment data to reflect the changes in the Company’s operating structure, which became effective June 1, 2017. These changes had no impact on previously reported consolidated statements of income, balance sheets, statements of cash flows or statements of shareholders’ equity.

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 casual 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 primarily represents NIKE Brand licensing businesses that are not part of a geographic operating segment, and demand creation, operating overhead and product creation and design expenses that are centrally managed for the NIKE Brand.

Corporate consists largely 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.

The primary financial measure used by the Company to evaluate performance of individual operating segments is earnings before interest and taxes (commonly referred to as “EBIT”), which represents Net income before Interest expense (income), net and Income tax expense in the Unaudited Condensed 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.

	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
REVENUES
North America	$	3,571		$	3,782		$	10,980		$	11,463
Europe, Middle East & Africa	2,299			1,925			6,776			5,979
Greater China	1,336			1,075			3,666			3,150
Asia Pacific & Latin America	1,268			1,122			3,730			3,459
Global Brand Divisions	21			19			64			55
Total NIKE Brand	8,495			7,923			25,216			24,106
Converse	483			498			1,374			1,488
Corporate	6			11			18			79
TOTAL NIKE, INC. REVENUES	$	8,984		$	8,432		$	26,608		$	25,673
EARNINGS BEFORE INTEREST AND TAXES
North America	$	840		$	980		$	2,625		$	2,896
Europe, Middle East & Africa	417			361			1,205			1,159
Greater China	496			381			1,268			1,127
Asia Pacific & Latin America	298			228			849			703
Global Brand Divisions	(649		)	(598		)	(1,926		)	(1,988		)
Total NIKE Brand	1,402			1,352			4,021			3,897
Converse	69			109			206			340
Corporate	(299		)	(119		)	(1,075		)	(478		)
Total NIKE, Inc. Earnings Before Interest and Taxes	1,172			1,342			3,152			3,759
Interest expense (income), net	13			19			42			41
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES	$	1,159		$	1,323		$	3,110		$	3,718

20

	As of February 28,			As of May 31,
(In millions)	2018			2017
ACCOUNTS RECEIVABLE, NET
North America	$	1,594		$	1,798
Europe, Middle East & Africa	929			690
Greater China	136			102
Asia Pacific & Latin America	734			693
Global Brand Divisions	101			86
Total NIKE Brand	3,494			3,369
Converse	274			297
Corporate	24			11
TOTAL ACCOUNTS RECEIVABLE, NET	$	3,792		$	3,677
INVENTORIES
North America	$	2,242		$	2,218
Europe, Middle East & Africa	1,457			1,327
Greater China	613			463
Asia Pacific & Latin America	787			694
Global Brand Divisions	97			68
Total NIKE Brand	5,196			4,770
Converse	277			286
Corporate	(107		)	(1		)
TOTAL INVENTORIES	$	5,366		$	5,055
PROPERTY, PLANT AND EQUIPMENT, NET
North America	$	833		$	819
Europe, Middle East & Africa	794			709
Greater China	253			225
Asia Pacific & Latin America	350			340
Global Brand Divisions	556			533
Total NIKE Brand	2,786			2,626
Converse	118			125
Corporate	1,394			1,238
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET	$	4,298		$	3,989

Note 12 — Commitments and Contingencies

As of February 28, 2018, the Company had letters of credit outstanding totaling $155 million. These letters of credit were issued primarily for the purchase of inventory and guarantees of the Company’s performance under certain self-insurance and other programs.

There have been no other significant subsequent developments relating to the commitments and contingencies reported on the Company’s latest Annual Report on Form 10-K.

21

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

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 to retail accounts, through NIKE-owned in-line and factory retail stores and NIKE-owned internet websites and mobile applications (which we refer to collectively as our “NIKE Direct” operations), and through 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 delivering sustainable, profitable growth across a 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 at retail, online and in store.

In the current marketplace environment, we believe there has been a meaningful shift in the way consumers shop for product and make purchasing decisions. Consumers are demanding a constant flow of fresh and innovative product, have an expectation for superior service and a demand for real-time delivery, all fueled by the shift towards digital. Specifically, in North America we anticipate continued evolution within the retail landscape, driven by shifting consumer traffic patterns across digital and physical channels. The evolution of the North America marketplace has resulted in third-party retail store closures; however, we are currently seeing stabilization and momentum building in our business, fueled by innovative product and NIKE Brand consumer experiences, leveraging digital.

In June 2017, we announced the Consumer Direct Offense, a new company alignment designed to allow NIKE to better serve the consumer personally, at scale. Leveraging the power of digital, NIKE believes it will drive growth—by accelerating innovation and product creation, moving even closer to the consumer through key cities, and deepening one-to-one connections. As a result of this organizational realignment, beginning in fiscal 2018, 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).

NIKE, Inc. Revenues for the third quarter of fiscal 2018 increased 7% to $9.0 billion compared to the third quarter of fiscal 2017. On a currency-neutral basis, Revenues increased 3%. Net loss for the third quarter of fiscal 2018 was $921 million, and diluted loss per common share was $0.57 compared to Net income of $1,141 million and diluted earnings per common share of $0.68 for the third quarter of fiscal 2017.

Income before income taxes declined 12% compared to the third quarter of fiscal 2017, primarily driven by higher selling and administrative expense, lower other (income), net and gross margin contraction. The NIKE Brand, which represents over 90% of NIKE, Inc. Revenues, delivered 7% revenue growth. On a currency-neutral basis, NIKE Brand revenues grew 4%, driven by higher revenues across all international geographies, footwear and apparel and our Sportswear and NIKE Basketball categories. Revenues for Converse decreased 3% and 8% on a reported and currency-neutral basis, respectively, as higher revenues in international markets, primarily from market transitions, were more than offset by lower revenues in North America.

Our effective tax rate was 179.5% for the third quarter of fiscal 2018, compared to 13.8% for the third quarter of fiscal 2017, primarily reflecting the estimated impact of the Tax Cuts and Jobs Act (the “Tax Act”).

Diluted loss per common share reflects a decline in the diluted weighted average common shares outstanding, compared to the third quarter of fiscal 2017, driven by our share repurchase program.

Use of Non-GAAP Financial Measures

Throughout this Quarterly Report on Form 10-Q, we discuss non-GAAP financial measures, including references to wholesale equivalent revenues and currency-neutral revenues, 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 that are comparable to prices charged to external wholesale customers. Additionally, currency-neutral revenues are calculated 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.

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 and currency-neutral revenues 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.

22

Results of Operations

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions, except per share data)	2018			2017			% Change		2018			2017			% Change
Revenues	$	8,984		$	8,432		7	%	$	26,608		$	25,673		4	%
Cost of sales	5,046			4,682			8	%	15,030			14,184			6	%
Gross profit	3,938			3,750			5	%	11,578			11,489			1	%
Gross margin	43.8		%	44.5		%			43.5		%	44.8		%
Demand creation expense	862			749			15	%	2,594			2,552			2	%
Operating overhead expense	1,905			1,747			9	%	5,797			5,346			8	%
Total selling and administrative expense	2,767			2,496			11	%	8,391			7,898			6	%
% of revenues	30.8		%	29.6		%			31.5		%	30.8		%
Interest expense (income), net	13			19			—		42			41			—
Other (income) expense, net	(1		)	(88		)	—		35			(168		)	—
Income before income taxes	1,159			1,323			-12	%	3,110			3,718			-16	%
Income tax expense	2,080			182			1,043	%	2,314			486			376	%
Effective tax rate	179.5		%	13.8		%			74.4		%	13.1		%
NET (LOSS) INCOME	$	(921	)	$	1,141		-181	%	$	796		$	3,232		-75	%
Diluted (loss) earnings per common share	$	(0.57	)	$	0.68		-184	%	$	0.48		$	1.91		-75	%

23

Consolidated Operating Results

Revenues

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018		2017		% Change		% Change Excluding Currency Changes(1)		2018		2017		% Change		% Change Excluding Currency Changes(1)
NIKE, Inc. Revenues:
NIKE Brand Revenues by:
Footwear	$	5,605	$	5,314	5	%	2	%	$	16,124	$	15,608	3	%	2	%
Apparel	2,555		2,269		13	%	9	%	7,968		7,353		8	%	7	%
Equipment	314		321		-2	%	-6	%	1,060		1,090		-3	%	-4	%
Global Brand Divisions(2)	21		19		11	%	11	%	64		55		16	%	15	%
TOTAL NIKE BRAND	8,495		7,923		7	%	4	%	25,216		24,106		5	%	3	%
Converse	483		498		-3	%	-8	%	1,374		1,488		-8	%	-10	%
Corporate(3)	6		11		—		—		18		79		—		—
TOTAL NIKE, INC. REVENUES	$	8,984	$	8,432	7	%	3	%	$	26,608	$	25,673	4	%	2	%
Supplemental NIKE Brand Revenues Details:
NIKE Brand Revenues by:
Sales to Wholesale Customers	$	5,863	$	5,618	4	%	1	%	$	17,522	$	17,316	1	%	0	%
Sales through NIKE Direct	2,611		2,286		14	%	10	%	7,630		6,735		13	%	12	%
Global Brand Divisions(2)	21		19		11	%	11	%	64		55		16	%	15	%
TOTAL NIKE BRAND REVENUES	$	8,495	$	7,923	7	%	4	%	$	25,216	$	24,106	5	%	3	%

(1) The percentage change has been calculated using actual exchange rates in use during the comparative prior year period to enhance the visibility of the underlying business trends by excluding the impact of translation arising from foreign currency exchange rate fluctuations, which is considered a non-GAAP financial measure.

(2) Global Brand Divisions revenues are primarily attributable to NIKE Brand licensing businesses 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.

On a currency-neutral basis, NIKE, Inc. Revenues grew 3% and 2% for the third quarter and first nine months of fiscal 2018, respectively, driven by growth in the NIKE Brand. For both periods, revenue growth was broad-based across all international NIKE Brand geographies. Growth in Greater China increased NIKE, Inc. Revenues approximately 3 and 2 percentage points for the third quarter and first nine months of fiscal 2018, respectively. Higher revenues in EMEA and APLA contributed approximately 2 percentage points and 1 percentage point, respectively, of growth to NIKE, Inc. Revenues,for both periods. For the third quarter, lower revenues for North America reduced NIKE, Inc. Revenues by approximately 3 percentage points. For the first nine months, lower revenues from North America and Converse reduced NIKE, Inc. Revenues by approximately 2 percentage points and 1 percentage point, respectively.

Currency-neutral NIKE Brand footwear revenues increased 2% for both the third quarter and first nine months of fiscal 2018. Growth for the third quarter was driven by higher revenues in most key categories, led by Sportswear and NIKE Basketball, partially offset by declines primarily concentrated in the Jordan Brand. For the first nine months, growth in Sportswear and NIKE Basketball was partially offset by lower revenues in several other categories, most notably the Jordan Brand. Unit sales of footwear increased by 1% for the third quarter, while higher average selling price (ASP) per pair contributed approximately 1 percentage point of footwear revenue growth, primarily driven by higher ASP in our NIKE Direct business, which more than offset lower full-price ASP. For the first nine months of fiscal 2018, unit sales of footwear increased 2%, while ASP per pair was unchanged as the favorable impact of growth in our NIKE Direct business was offset by lower full-price ASP.

Currency-neutral NIKE Brand apparel revenues grew 9% and 7% for the third quarter and first nine months of fiscal 2018, respectively, driven by growth in most key categories, including strong growth in Sportswear and NIKE Basketball. Unit sales of apparel increased 2% for both periods, while higher ASP per unit contributed approximately 7 and 5 percentage points of apparel revenue growth for the third quarter and first nine months of fiscal 2018, respectively. The higher ASP per unit for both periods was driven by higher full-price and off-price ASPs, as well as higher ASP in our NIKE Direct business.

24

For the third quarter and first nine months of fiscal 2018, NIKE Direct revenues represented approximately 31% and 30%, respectively, of our total NIKE Brand revenues, compared to 29% and 28% for the third quarter and first nine months of fiscal 2017, respectively. On a currency-neutral basis, NIKE Direct revenues increased 10% for the third quarter of fiscal 2018, driven by digital commerce sales growth of 18%, the addition of new stores and comparable store sales growth of 3%. For the first nine months of fiscal 2018, currency-neutral NIKE Direct revenues grew 12%, driven by a 22% increase in digital commerce sales, the addition of new stores and 4% growth in comparable store sales. Comparable store sales include 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. On a reported basis, digital commerce sales through NIKE-owned websites and mobile applications, which are not included in comparable store sales, were $774 million and $2,051 million for the third quarter and first nine months of fiscal 2018, respectively, compared to $632 million and $1,659 million for the third quarter and first nine months of fiscal 2017, respectively. Digital commerce sales represented approximately 30% and 27% of our total NIKE Direct revenues for the third quarter and first nine months of fiscal 2018, respectively, and approximately 28% and 25% for the third quarter and first nine months of fiscal 2017, respectively.

Gross Margin

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018			2017			% Change		2018			2017			% Change
Gross profit	$	3,938		$	3,750		5	%	$	11,578		$	11,489		1	%
Gross margin	43.8		%	44.5		%	(70) bps		43.5		%	44.8		%	(130) bps

For the third quarter and first nine months of fiscal 2018, our consolidated gross margin was 70 and 130 basis points lower than the respective prior year periods, primarily driven by the following factors:

• Lower NIKE Brand full-price ASP, on a wholesale equivalent basis, (decreasing gross margin approximately 50 basis points for the third quarter and 30 basis points for the first nine months) primarily due to product mix;

• Lower NIKE Brand product costs, on a wholesale equivalent basis, (increasing gross margin approximately 80 basis points for the third quarter and 20 basis points for the first nine months) driven by product mix;

• Unfavorable changes in net foreign currency exchange rates, including hedges, (decreasing gross margin approximately 90 basis points for the third quarter and 110 basis points in the first nine months);

• Growth in our higher margin NIKE Direct business for the third quarter (increasing gross margin approximately 30 basis points) in part reflecting favorable off-price mix; for the first nine months, NIKE Direct margin was lower (decreasing gross margin approximately 20 basis points), reflecting a slightly higher mix of off-price sales; and

• Higher other costs for the third quarter (decreasing gross margin approximately 40 basis points) primarily reflecting higher obsolescence and third-party royalty costs; for the first nine months, other costs were lower (increasing gross margin approximately 20 basis points).

Total Selling and Administrative Expense

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018			2017			% Change		2018			2017			% Change
Demand creation expense(1)	$	862		$	749		15	%	$	2,594		$	2,552		2	%
Operating overhead expense	1,905			1,747			9	%	5,797			5,346			8	%
Total selling and administrative expense	$	2,767		$	2,496		11	%	$	8,391		$	7,898		6	%
% of revenues	30.8		%	29.6		%	120	bps	31.5		%	30.8		%	70	bps

(1) Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, television, digital and print advertising, brand events and retail brand presentation.

Demand creation expense increased 15% for the third quarter of fiscal 2018 primarily driven by higher sports marketing costs, as well as higher advertising, in part to support product launches. For the first nine months of fiscal 2018, Demand creation expense increased 2%, reflecting higher investments in sports marketing, which were mostly offset by lower marketing costs due to prior year investments to support key sporting events, including the Rio Olympics and European Football Championship. Changes in foreign currency exchange rates increased Demand creation expense by approximately 4 and 2 percentage points for the third quarter and first nine months of fiscal 2018, respectively.

Operating overhead expenseincreased 9% for the third quarter of fiscal 2018 primarily driven by higher administrative costs, as well as continued investments in our growing NIKE Direct business. For the first nine months of fiscal 2018, Operating overhead expense increased 8% due to higher administrative costs, one-time wage-related costs associated with the Consumer Direct Offense organizational realignment and investments in our NIKE Direct business. Changes in foreign currency exchange rates increased Operating overhead expense by approximately 3 percentage points and 1 percentage point for the third quarter and first nine months of fiscal 2018, respectively.

25

Other (Income) Expense, Net

	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018		2017
Other (income) expense, net	$	(1	)	$	(88	)	$	35	$	(168	)

Other (income) expense, net comprises foreign currency conversion gains and losses from the re-measurement 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.

For the third quarter of fiscal 2018, Other (income) expense, net decreased from $88 million of other income, net in the prior year to $1 million of other income, net in the current year, primarily due to a $90 million net detrimental change in foreign currency conversion gains and losses, including hedges.

For the first nine months of fiscal 2018, Other (income) expense, net changed from $168 million of other income, net in the prior year to $35 million of other expense, net in the current year, primarily due to a $208 million net detrimental change in foreign currency conversion gains and losses, including hedges.

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, nethad unfavorable impacts of approximately $18 million and $130 million on our Income before income taxes for the third quarter and first nine months of fiscal 2018, respectively.

Income Taxes

	Three Months Ended February 28,					Nine Months Ended February 28,
	2018		2017		% Change	2018		2017		% Change
Effective tax rate	179.5	%	13.8	%	—	74.4	%	13.1	%	—

Our effective tax rate was 179.5% for the third quarter of fiscal 2018, reflecting the impact of the Tax Act. During the quarter, we recorded additional income tax expense of $2,030 million as a result of the enactment of the Tax Act, primarily related to the transition tax on our accumulated foreign earnings. This amount was recorded as a provisional estimate and is subject to change over the measurement period, which should not extend beyond one year from the date of enactment. The increase in the effective tax rate resulting from the Tax Act was partially offset by the tax benefit from stock-based compensation in the current period as a result of the adoption of ASU 2016-09 in the first quarter of fiscal 2018.

Our effective tax rate was 74.4% for the first nine months of fiscal 2018, also reflecting the impact of the Tax Act and the tax benefit as a result of the adoption of ASU 2016-09 in the first quarter of fiscal 2018.

Refer to Note 6 — Income Taxes in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for additional information on the impact of the Tax Act.

We expect our fourth quarter fiscal 2018 effective tax rate will be approximately 10% to 12% before taking into account the impacts of potential adjustments to our provisional estimate and continued legislative and regulatory guidance as to the application of the Tax Act.

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; Greater China; and Asia Pacific & Latin America, and include results for the NIKE, Jordan and Hurley brands.

The Company’s NIKE Direct operations are managed within each geographic operating segment. Converse is also a reportable segment for the Company, and operates in one industry: the design, marketing, licensing and selling of casual sneakers, apparel and accessories.

Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation. This includes reclassified geographic operating segment data to reflect the changes in the Company’s operating structure, which became effective June 1, 2017. These changes had no impact on previously reported consolidated results of operations or shareholders’ equity.

As part of our centrally managed foreign exchange risk management program, standard foreign currency 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 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.

26

The breakdown of revenues is as follows:

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018		2017(1)		% Change		% Change Excluding Currency Changes(2)		2018		2017(1)		% Change		% Change Excluding Currency Changes(2)
North America	$	3,571	$	3,782	-6	%	-6	%	$	10,980	$	11,463	-4	%	-4	%
Europe, Middle East & Africa	2,299		1,925		19	%	9	%	6,776		5,979		13	%	9	%
Greater China	1,336		1,075		24	%	19	%	3,666		3,150		16	%	15	%
Asia Pacific & Latin America	1,268		1,122		13	%	11	%	3,730		3,459		8	%	8	%
Global Brand Divisions(3)	21		19		11	%	11	%	64		55		16	%	15	%
TOTAL NIKE BRAND	8,495		7,923		7	%	4	%	25,216		24,106		5	%	3	%
Converse	483		498		-3	%	-8	%	1,374		1,488		-8	%	-10	%
Corporate(4)	6		11		—		—		18		79		—		—
TOTAL NIKE, INC. REVENUES	$	8,984	$	8,432	7	%	3	%	$	26,608	$	25,673	4	%	2	%

(1) Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation. This includes reclassified operating segment data to reflect the changes in the Company’s operating structure, which became effective June 1, 2017. These changes had no impact on previously reported consolidated results of operations or shareholders’ equity.

(2) The percentage change has been calculated using actual exchange rates in use during the comparative prior year period to enhance the visibility of the underlying business trends by excluding the impact of translation arising from foreign currency exchange rate fluctuations, which is considered a non-GAAP financial measure.

(3) Global Brand Divisions revenues are primarily attributable to NIKE Brand licensing businesses 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 earnings before interest and taxes (commonly referred to as “EBIT”), which represents Net income before Interest expense (income), net and Income tax expense in the Unaudited Condensed Consolidated Statements of Income. As discussed in Note 11 — Operating Segments in the accompanying Notes to the Unaudited Condensed 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:

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018			2017(1)			% Change		2018			2017(1)			% Change
North America	$	840		$	980		-14	%	$	2,625		$	2,896		-9	%
Europe, Middle East & Africa	417			361			16	%	1,205			1,159			4	%
Greater China	496			381			30	%	1,268			1,127			13	%
Asia Pacific & Latin America	298			228			31	%	849			703			21	%
Global Brand Divisions	(649		)	(598		)	-9	%	(1,926		)	(1,988		)	3	%
TOTAL NIKE BRAND	1,402			1,352			4	%	4,021			3,897			3	%
Converse	69			109			-37	%	206			340			-39	%
Corporate	(299		)	(119		)	-151	%	(1,075		)	(478		)	-125	%
TOTAL NIKE, INC. EARNINGS BEFORE INTEREST AND TAXES	1,172			1,342			-13	%	3,152			3,759			-16	%
Interest expense (income), net	13			19			—		42			41			—
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES	$	1,159		$	1,323		-12	%	$	3,110		$	3,718		-16	%

(1) Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation. This includes reclassified operating segment data to reflect the changes in the Company’s operating structure, which became effective June 1, 2017. These changes had no impact on previously reported consolidated results of operations or shareholders’ equity.

27

North America

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018		2017		% Change		% Change Excluding Currency Changes		2018		2017		% Change		% Change Excluding Currency Changes
Revenues by:
Footwear	$	2,293	$	2,490	-8	%	-8	%	$	6,797	$	7,227	-6	%	-6	%
Apparel	1,153		1,154		0	%	0	%	3,731		3,744		0	%	0	%
Equipment	125		138		-9	%	-9	%	452		492		-8	%	-8	%
TOTAL REVENUES	$	3,571	$	3,782	-6	%	-6	%	$	10,980	$	11,463	-4	%	-4	%
Revenues by:
Sales to Wholesale Customers	$	2,382	$	2,650	-10	%	-10	%	$	7,507	$	8,111	-7	%	-8	%
Sales through NIKE Direct	1,189		1,132		5	%	5	%	3,473		3,352		4	%	4	%
TOTAL REVENUES	$	3,571	$	3,782	-6	%	-6	%	$	10,980	$	11,463	-4	%	-4	%
EARNINGS BEFORE INTEREST AND TAXES	$	840	$	980	-14	%			$	2,625	$	2,896	-9	%

On a currency-neutral basis, North America revenues for the third quarter and first nine months of fiscal 2018 decreased 6% and 4%, respectively. For both periods, growth in our Sportswear and NIKE Basketball categories was more than offset by declines in all other key categories, most notably the Jordan Brand and Running. For the third quarter of fiscal 2018, NIKE Direct revenues increased 5% as growth in digital commerce sales and the addition of new stores more than offset a 1% decline in comparable store sales. For the first nine months of fiscal 2018, NIKE Direct revenues increased 4% driven by the addition of new stores and digital commerce sales growth, while comparable store sales were flat.

Footwear revenues declined for the third quarter and first nine months of fiscal 2018 as lower revenues primarily in our Jordan Brand and Running categories more than offset higher revenues in Sportswear. For the third quarter and first nine months of fiscal 2018, unit sales of footwear decreased 9% and 7%, respectively, while higher ASP per pair reduced the impact of lower footwear revenues by approximately 1 percentage point for both periods. Higher ASP per pair for both periods was driven by the favorable impact of growth in our NIKE Direct business, which more than offset lower full-price ASP primarily due to product mix.

Apparel revenues were flat for both the third quarter and first nine months of fiscal 2018 as growth in our NIKE Basketball and Sportswear categories was offset by declines in other categories. Unit sales of apparel decreased 7% and 5% for the third quarter and first nine months of fiscal 2018, respectively, while higher ASP per unit contributed approximately 7 and 5 percentage points of apparel revenue growth for the respective periods. The increase in ASP per unit for both periods was primarily attributable to higher NIKE Direct ASP and, to a lesser extent, higher full-price ASP and favorable changes in off-price sales.

EBIT decreased 14% for the third quarter of fiscal 2018 resulting from lower revenues, higher selling and administrative expense and, to a lesser extent, gross margin contraction. Gross margin declined 20 basis points as lower product input costs and growth in our higher margin NIKE Direct business were more than offset by lower full-price ASP, primarily due to product mix. Selling and administrative expense grew due to higher demand creation and operating overhead expenses. The increase in demand creation expense was primarily due to higher sports marketing costs, while the increase in operating overhead expense was driven by continued investments in NIKE Direct.

EBIT declined 9% for the first nine months of fiscal 2018, reflecting lower revenues, higher selling and administrative expense and slight gross margin contraction. Gross margin declined 10 basis points as lower full-price ASP more than offset the favorable impact of growth in our NIKE Direct business and lower other costs. Selling and administrative expense increased as lower demand creation expense was more than offset by higher operating overhead expense. The decrease in demand creation expense was primarily due to the comparison to prior year investments to support key sporting events, including the Rio Olympics, as well as lower retail brand presentation costs. These decreases were partially offset by higher sports marketing costs and advertising for the first nine months of fiscal 2018, in part to support the launch of the National Basketball Association sponsorship. The increase in operating overhead expense was due to continued investments in our NIKE Direct business.

28

Europe, Middle East & Africa

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018		2017		% Change		% Change Excluding Currency Changes		2018		2017		% Change		% Change Excluding Currency Changes
Revenues by:
Footwear	$	1,489	$	1,271	17	%	7	%	$	4,250	$	3,844	11	%	6	%
Apparel	713		566		26	%	15	%	2,199		1,838		20	%	15	%
Equipment	97		88		10	%	0	%	327		297		10	%	6	%
TOTAL REVENUES	$	2,299	$	1,925	19	%	9	%	$	6,776	$	5,979	13	%	9	%
Revenues by:
Sales to Wholesale Customers	$	1,705	$	1,428	19	%	9	%	$	4,952	$	4,474	11	%	6	%
Sales through NIKE Direct	594		497		20	%	9	%	1,824		1,505		21	%	16	%
TOTAL REVENUES	$	2,299	$	1,925	19	%	9	%	$	6,776	$	5,979	13	%	9	%
EARNINGS BEFORE INTEREST AND TAXES	$	417	$	361	16	%			$	1,205	$	1,159	4	%

On a currency-neutral basis, Europe, Middle East & Africa revenues grew 9% for both the third quarter and first nine months of fiscal 2018, driven by higher revenues in every territory, most notably the UK & Ireland, which grew 21% and 24% for the respective periods. Revenues increased in most key categories for both periods, led by Sportswear. NIKE Direct revenues increased 9% for the third quarter of fiscal 2018 driven by strong digital commerce sales growth, the addition of new stores and comparable store sales growth of 1%. For the first nine months of fiscal 2018, NIKE Direct revenues increased 16% fueled by digital commerce sales growth, comparable store sales growth of 8% and the addition of new stores.

Currency-neutral footwear revenue growth for the third quarter and first nine months of fiscal 2018 was driven by higher revenues in most key categories, led by Sportswear. Unit sales of footwear increased 6% for both the third quarter and first nine months of fiscal 2018. Higher ASP per pair for the third quarter contributed approximately 1 percentage point of footwear revenue growth as higher NIKE Direct ASP more than offset lower full-price ASP. For the first nine months, ASP per pair was flat as higher off-price ASP was offset by lower full-price ASP.

The increase in currency-neutral apparel revenues for the third quarter and first nine months of fiscal 2018 was due to growth in nearly all key categories, most notably Sportswear, with NIKE Basketball and Football (Soccer) also driving growth for the third quarter. Unit sales of apparel increased 10% and 12% for the third quarter and first nine months of fiscal 2018, respectively, and higher ASP per unit contributed approximately 5 and 3 percentage points of apparel revenue growth for the respective periods. Higher ASP per unit for the third quarter was driven by higher full-price and NIKE Direct ASPs, while ASP growth for the year-to-date period was attributable to higher full-price and off-price ASPs.

On a reported basis, EBIT increased 16% for the third quarter of fiscal 2018 as strong revenue growth and selling and administrative expense leverage more than offset lower gross margin. Gross margin declined 110 basis points due to unfavorable standard foreign currency exchange rates, which were only partially offset by lower product costs. Selling and administrative expense increased due to higher demand creation and operating overhead expense. The increase in demand creation expense was due to higher sports marketing costs and, to a lesser extent, higher advertising costs. Operating overhead expense was higher due to increased investments in our NIKE Direct business.

Reported EBIT increased 4% for the first nine months of fiscal 2018, driven by revenue growth and selling and administrative expense leverage, partially offset by gross margin contraction. Gross margin declined 210 basis points as lower product costs were more than offset by unfavorable standard foreign currency exchange rates, lower full-price ASP due to product mix, and lower NIKE Direct margin. Selling and administrative expense increased due to higher operating overhead expense, primarily resulting from investments in our NIKE Direct business. Demand creation expense also increased as higher sports marketing and advertising costs more than offset lower marketing expenses as a result of prior year investments to support the Rio Olympics and European Football Championship.

29

Greater China

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018		2017		% Change		% Change Excluding Currency Changes		2018		2017		% Change		% Change Excluding Currency Changes
Revenues by:
Footwear	$	939	$	776	21	%	16	%	$	2,493	$	2,155	16	%	14	%
Apparel	368		271		36	%	30	%	1,074		895		20	%	19	%
Equipment	29		28		4	%	-4	%	99		100		-1	%	-2	%
TOTAL REVENUES	$	1,336	$	1,075	24	%	19	%	$	3,666	$	3,150	16	%	15	%
Revenues by:
Sales to Wholesale Customers	$	848	$	703	21	%	16	%	$	2,286	$	2,071	10	%	9	%
Sales through NIKE Direct	488		372		31	%	25	%	1,380		1,079		28	%	26	%
TOTAL REVENUES	$	1,336	$	1,075	24	%	19	%	$	3,666	$	3,150	16	%	15	%
EARNINGS BEFORE INTEREST AND TAXES	$	496	$	381	30	%			$	1,268	$	1,127	13	%

On a currency-neutral basis, Greater China revenues increased 19% and 15% for the third quarter and first nine months of fiscal 2018, respectively. Most key categories grew for both periods, led by Sportswear, Running, the Jordan Brand and NIKE Basketball. NIKE Direct revenues increased 25% for the third quarter, fueled by strong digital commerce sales growth, comparable store sales growth of 13% and the addition of new stores. NIKE Direct revenues grew 26% for the first nine months of fiscal 2018, driven by significant digital commerce sales growth, the addition of new stores and comparable store sales growth of 8%.

The currency-neutral increase in footwear revenues for the third quarter and first nine months of fiscal 2018 was attributable to growth in most key categories, led by Sportswear, Running, the Jordan Brand and NIKE Basketball. Unit sales of footwear for the third quarter and first nine months of fiscal 2018 increased 23% and 18%, respectively, while lower ASP per pair reduced footwear revenues by approximately 7 and 4 percentage points for the respective periods. Lower ASP per pair for both periods was driven by lower full-price ASP resulting from product mix, with unfavorable off-price mix also impacting the year-to-date period.

Currency-neutral apparel revenue growth for the third quarter was driven by higher revenues in most key categories, while all key categories grew for the first nine months of fiscal 2018. For both periods, category revenue growth was led by Sportswear, the Jordan Brand and NIKE Basketball. Unit sales of apparel for the third quarter and first nine months of fiscal 2018 increased 18% and 13%, respectively, while higher ASP per unit contributed approximately 12 and 6 percentage points of apparel revenue growth for the respective periods. The increase in ASP per unit for both periods was attributable to higher full-price, off-price and NIKE Direct ASPs.

On a reported basis, EBIT grew 30% for the third quarter of fiscal 2018 as strong revenue growth and selling and administrative expense leverage more than offset gross margin contraction. Gross margin declined 170 basis points as lower product costs were more than offset by unfavorable standard foreign currency exchange rates, lower full-price ASP due to product mix and lower off-price margin. Selling and administrative expense increased due to higher operating overhead and demand creation expenses. Operating overhead expense grew primarily due to higher wage-related expense, investments in our NIKE Direct business and higher administrative costs. The increase in demand creation expense was driven by higher marketing and sports marketing costs.

Reported EBIT increased 13% for the first nine months of fiscal 2018, driven by strong revenue growth and selling and administrative expense leverage, partially offset by lower gross margin. Gross margin contracted 270 basis points as higher full-price ASP and lower product input costs were more than offset by unfavorable standard foreign currency exchange rates and lower off-price margin. Selling and administrative expense increased due to growth in operating overhead expense largely reflecting continued investments in our NIKE Direct business. Demand creation also grew, primarily driven by higher retail brand presentation costs.

30

Asia Pacific & Latin America

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018		2017		% Change		% Change Excluding Currency Changes		2018		2017		% Change		% Change Excluding Currency Changes
Revenues by:
Footwear	$	884	$	777	14	%	12	%	$	2,584	$	2,382	8	%	9	%
Apparel	321		278		15	%	13	%	964		876		10	%	11	%
Equipment	63		67		-6	%	-7	%	182		201		-9	%	-9	%
TOTAL REVENUES	$	1,268	$	1,122	13	%	11	%	$	3,730	$	3,459	8	%	8	%
Revenues by:
Sales to Wholesale Customers	$	928	$	837	11	%	9	%	$	2,777	$	2,660	4	%	5	%
Sales through NIKE Direct	340		285		19	%	16	%	953		799		19	%	20	%
TOTAL REVENUES	$	1,268	$	1,122	13	%	11	%	$	3,730	$	3,459	8	%	8	%
EARNINGS BEFORE INTEREST AND TAXES	$	298	$	228	31	%			$	849	$	703	21	%

On a currency-neutral basis, Asia Pacific & Latin America revenues for the third quarter and first nine months of fiscal 2018 increased 11% and 8%, respectively, driven by higher revenues in every territory. Territory revenue growth was broad-based and led by SOCO (which comprises Argentina, Uruguay and Chile), which grew 19% and 16% for the respective periods. Nearly every key category grew for both periods, most notably Sportswear. For the third quarter, NIKE Direct revenues grew 16%, fueled by comparable store sales growth of 8%, higher digital commerce sales and the addition of new stores. Revenues for NIKE Direct increased 20% for the first nine months, driven by comparable sales growth of 10%, the addition of new stores and digital commerce sales growth.

The increase in currency-neutral footwear revenues for the third quarter and first nine months of fiscal 2018 was attributable to growth in nearly all key categories, led by Sportswear. Unit sales of footwear increased 6% for both the third quarter and first nine months of fiscal 2018, while higher ASP per pair contributed approximately 6 and 3 percentage points of footwear revenue growth for the respective periods. Higher ASP per pair for both periods was primarily driven by higher full-price ASP, with higher NIKE Direct ASP also favorably impacting the third quarter and improved off-price ASP favorably impacting the year-to-date period.

Currency-neutral growth in apparel revenues for the third quarter and first nine months of fiscal 2018 was driven by higher revenues in every key category, most notably Sportswear and, to a lesser extent, Men’s Training, NIKE Basketball and the Jordan Brand. Unit sales of apparel increased 9% for both the third quarter and first nine months of fiscal 2018, while higher ASP per unit contributed approximately 4 and 2 percentage points of apparel revenue growth for the respective periods. Higher ASP per unit for the third quarter was primarily due to higher full-price ASP and favorable off-price mix. Higher ASP per unit for the first nine months of fiscal 2018 was driven by higher off-price ASP, favorable off-price mix and higher full-price ASP.

On a reported basis, EBIT increased 31% for the third quarter of fiscal 2018 due to revenue growth, gross margin expansion and selling and administrative expense leverage. Gross margin expanded 200 basis points as higher full-price ASP and favorable standard foreign currency exchange rates more than offset higher product costs. Selling and administrative expense increased due to higher operating overhead as a result of investments in our growing NIKE Direct business. Demand creation expense also increased primarily due to higher advertising costs.

For the first nine months of fiscal 2018, reported EBIT increased 21% due to revenue growth, gross margin expansion and lower selling and administrative expense. Gross margin increased 40 basis points as higher products costs were more than offset by favorable standard foreign currency exchange rates and higher full-price ASP. Selling and administrative expense decreased as significantly lower demand creation expense more than offset higher operating overhead expense. The decrease in demand creation expense was primarily attributable to lower marketing costs as a result of prior year investments to support the Rio Olympics. Operating overhead expense increased primarily as a result of continued investments in our growing NIKE Direct business.

31

Global Brand Divisions

	Three Months Ended February 28,										Nine Months Ended February 28,
(Dollars in millions)	2018			2017			% Change		% Change Excluding Currency Changes		2018			2017			% Change		% Change Excluding Currency Changes
Revenues	$	21		$	19		11	%	11	%	$	64		$	55		16	%	15	%
(Loss) Before Interest and Taxes	$	(649	)	$	(598	)	9	%			$	(1,926	)	$	(1,988	)	-3	%

Global Brand Divisions primarily represent demand creation, operating overhead and product creation and design expenses that are centrally managed for the NIKE Brand. Revenues for Global Brand Divisions are primarily attributable to NIKE Brand licensing businesses that are not part of a geographic operating segment.

Global Brand Divisions’ loss before interest and taxes increased 9% for the third quarter of fiscal 2018 primarily due to higher operating overhead and demand creation expense. Operating overhead grew as higher administrative costs more than offset lower wage-related costs, while demand creation expense increased primarily due to higher advertising costs to support brand events, including product launches.

Global Brand Divisions’ loss before interest and taxes decreased 3% for the first nine months of fiscal 2018 due to lower demand creation expense as higher sports marketing costs were more than offset by lower advertising expenses, largely resulting from investments in the prior year to support the Rio Olympics and the European Football Championship. Operating overhead was flat as higher administrative costs were offset by lower wage-related costs.

Converse

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018		2017		% Change		% Change Excluding Currency Changes		2018		2017		% Change		% Change Excluding Currency Changes
Revenues	$	483	$	498	-3	%	-8	%	$	1,374	$	1,488	-8	%	-10	%
Earnings Before Interest and Taxes	$	69	$	109	-37	%			$	206	$	340	-39	%

In territories we define as “direct distribution markets,” Converse designs, markets and sells products directly to distributors and wholesale customers, and to consumers through direct to consumer operations. The largest direct distribution markets are the United States, the United Kingdom and China. We do not own the Converse trademarks in Japan and accordingly do not earn revenues in Japan. Territories other than direct distribution markets and Japan are serviced by third-party licensees who pay royalty revenues to Converse for the use of its registered trademarks and other intellectual property rights.

On a currency-neutral basis, revenues for Converse declined 8% and 10% for the third quarter and first nine months of fiscal 2018, respectively. Comparable direct distribution markets (i.e., markets served under a direct distribution model for comparable periods in the current and prior fiscal years) declined 11% and 12% for the third quarter and first nine months of fiscal 2018, respectively, reducing total Converse revenues by approximately 10 and 12 percentage points for the respective periods. Comparable direct distribution market unit sales decreased 15% for both the third quarter and first nine months of fiscal 2018, while higher ASP per unit contributed approximately 4 and 3 percentage points, respectively, of direct distribution markets revenue growth. On a territory basis, the decrease in comparable direct distribution markets revenues for the third quarter and first nine months of fiscal 2018 was primarily attributable to lower revenues in the United States, in part reflecting efforts to manage inventory levels in the marketplace, partially offset by growth in China for both periods. Conversion of markets from licensed to direct distribution increased total Converse revenues by approximately 3 percentage points for both the third quarter and first nine months of fiscal 2018. Revenues from comparable licensed markets decreased 15% and 14% for the third quarter and first nine months of fiscal 2018, respectively, reducing total Converse revenues by approximately 1 percentage point for both periods, driven by lower revenues in Latin America.

Reported EBIT for Converse declined 37% and 39% for the third quarter and first nine months of fiscal 2018, respectively, driven for both periods by lower reported revenues, higher selling and administrative expense and, to a lesser extent, gross margin contraction. For the third quarter and first nine months of fiscal 2018, gross margin declined 150 and 110 basis points, respectively, as higher full-price ASP was more than offset by higher product costs, the unfavorable impact of lower licensing revenues and lower margin in our direct to consumer business, with higher warehousing costs also impacting the year-to-date period. For both the third quarter and the first nine months of fiscal 2018, selling and administrative expense increased due to higher demand creation and operating overhead expense. Higher demand creation expense for both periods was due to increased marketing and advertising support for initiatives to drive growth, while higher operating overhead expense was primarily a result of continued investment in our direct to consumer business, with higher wage-related costs also contributing to the year-to-date increase.

32

Corporate

	Three Months Ended February 28,								Nine Months Ended February 28,
(Dollars in millions)	2018			2017			% Change		2018			2017			% Change
Revenues	$	6		$	11		—		$	18		$	79		—
(Loss) Before Interest and Taxes	$	(299	)	$	(119	)	151	%	$	(1,075	)	$	(478	)	125	%

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 consists largely 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 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 re-measurement of monetary assets and liabilities in non-functional currencies; and certain other foreign currency derivative instruments.

Corporate’s loss before interest and taxes increased $180 million and $597 million for the third quarter and first nine months of fiscal 2018, respectively, primarily due to the following:

• a detrimental change of $59 million and $210 million for the third quarter and first nine months of fiscal 2018, respectively, 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;

• a detrimental change in net foreign currency gains and losses of $90 million and $208 million for the third quarter and first nine months of fiscal 2018, respectively, related to the re-measurement 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; and

• an unfavorable change of $31 million for the third quarter of fiscal 2018, largely due to higher operating overhead expense; for the first nine months of fiscal 2018, an unfavorable change of $179 million, primarily due to higher operating overhead expense driven by one-time wage-related costs associated with our organizational realignment in the first half of fiscal 2018.

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 that are material to NIKE, Inc. We manage these exposures by taking advantage of natural offsets and currency correlations that exist 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 that exist 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 Unaudited Condensed 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 4 — Fair Value Measurements and Note 9 — Risk Management and Derivatives in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for additional description of how the above financial instruments are valued and recorded, as well as the fair value of outstanding derivatives at each reported period end.

33

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. When the NTC sells to a NIKE entity with a different functional currency, the result is 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 the inventory cost 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 9 — Risk Management and Derivatives in the accompanying Notes to the Unaudited Condensed 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 decreases 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 also entered into other contractual agreements which have payments that are indexed to foreign currencies and create embedded derivative contracts that are recorded at fair value through Other (income) expense, net. Refer to Note 9 — Risk Management and Derivatives in the accompanying Notes to the Unaudited Condensed 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 re-measurement 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 in accordance with U.S. GAAP, except for hedges of the embedded derivative components of the product cost exposures and other contractual agreements.

Certain currency forward contracts used to manage the foreign exchange exposure of non-functional currency denominated monetary assets and liabilities subject to re-measurement and embedded derivative contracts are not formally designated as hedging instruments under U.S. GAAP. 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 re-measurement of the related non-functional currency denominated asset or liability or the embedded derivative contract being hedged.

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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 within Shareholders’ equity. In the translation of our Unaudited Condensed 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 benefit of approximately $333 million and a detriment of approximately $132 million for the three months ended February 28, 2018 and 2017, respectively. The impact of foreign exchange rate fluctuations on the translation of our Income before income taxes was a benefit of approximately $72 million and a detriment of approximately $31 million for the three months ended February 28, 2018 and 2017, respectively. The impact of foreign exchange rate fluctuations on the translation of our consolidated Revenues was a benefit of approximately $394 million and a detriment of approximately $412 million for the nine months ended February 28, 2018 and 2017, respectively. The impact of foreign exchange rate fluctuations on the translation of our Income before income taxes was a benefit of approximately $78 million and a detriment of approximately $79 million for the nine months ended February 28, 2018 and 2017, respectively.

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 an unfavorable impact of approximately $18 million and $130 million on our Income before income taxes for the three and nine months ended February 28, 2018, 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 February 28, 2018 and 2017. There were no cash flows from net investment hedge settlements for the three and nine months ended February 28, 2018 and 2017.

Liquidity and Capital Resources

Cash Flow Activity

Cash provided by operations was $2,685 million for the first nine months of fiscal 2018 compared to $2,884 million for the first nine months of fiscal 2017. Net income, adjusted for non-cash items, generated $1,962 million of operating cash flows for the first nine months of fiscal 2018, a decrease compared to $3,633 million for the first nine months of fiscal 2017. The net change in working capital and other assets and liabilities resulted in an increase of $1,472 million during the period. Impacting the change in other liabilities was the accrual of $1,242 million during the first nine months of fiscal 2018 for the transition tax under the Tax Act, which will be paid in cash over an eight-year period. Refer to Note 6 — Income Taxes for additional detail on the Tax Act. Cash provided by operations was also impacted by the net change in cash collateral with derivative counterparties as a result of hedging transactions. During the first nine months of fiscal 2018, we were required to post cash collateral of $354 million, as compared to receiving net cash collateral of $188 million during the first nine months of fiscal 2017. Refer to the Credit Risk section of Note 9 — Risk Management and Derivatives for additional detail.

Cash provided (used) by investing activities was a $526 million source of cash for the first nine months of fiscal 2018 compared to a $488 million use of cash for the first nine months of fiscal 2017. The primary driver of the change was an increase in net sales/maturities of short-term investments (including sales, maturities and purchases) to $1,254 million for the first nine months of fiscal 2018 from $309 million for the first nine months of fiscal 2017.

Cash used by financing activities was $3,448 million for the first nine months of fiscal 2018 compared to $1,483 million for the first nine months of fiscal 2017. The increase in Cash used by financing activities was primarily driven by the issuance of long-term debt in the first nine months of fiscal 2017, which did not recur in fiscal 2018, and, to a lesser extent, the repayment of Notes payable and higher share repurchases during the first nine months of fiscal 2018 compared to the first nine months of fiscal 2017.

During the first nine months of fiscal 2018, we repurchased 46.6 million shares of NIKE’s Class B Common Stock for $2,713 million (an average price of $58.22 per share) under the four-year, $12 billion share repurchase program approved by the Board of Directors in November 2015. As of February 28, 2018, we had repurchased 126.4 million shares at a cost of approximately $7,151 million (an average price of $56.58 per share) under this program. We continue to expect funding of share repurchases will come from operating cash flows, excess cash and/or proceeds from debt. The timing and the amount of shares purchased will be dictated by our capital needs and stock market conditions.

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Capital Resources

On July 21, 2016, we filed a shelf registration statement (the “Shelf”) with the SEC which permits us to issue an unlimited amount of debt securities from time to time. The Shelf expires on July 21, 2019. For additional detail refer to Note 8 — Long Term Debt in our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.

On August 28, 2015, we entered into a committed credit facility agreement with a syndicate of banks, which provides for up to $2 billion of borrowings. The facility matures August 28, 2020, with a one-year extension option prior to any anniversary of the closing date, provided that in no event shall it extend beyond August 28, 2022. As of and for the nine months ended February 28, 2018, we had no amounts outstanding under the committed credit facility.

We currently have long-term debt ratings of AA- and A1 from Standard and Poor’s Corporation and Moody’s Investor Services, respectively. If our long-term debt ratings were to decline, the facility fee and interest rate under our committed credit facility would increase. Conversely, if our long-term debt ratings were to improve, the facility fee and interest rate 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 facility. Under this facility, we have agreed to various covenants. These covenants include limits on our disposal of fixed assets and the amount of debt secured by liens we may incur, as well as limits on the indebtedness we can incur relative to our net worth. In the event we were to have any borrowings outstanding under this facility and 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 payable. As of February 28, 2018, 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 $2 billion commercial paper program. During the three months ended February 28, 2018, the maximum amount of commercial paper borrowings outstanding at any point was $1.3 billion. As of February 28, 2018, there were no outstanding borrowings under this program. We may continue to issue commercial paper or other debt securities during fiscal 2018 depending on general corporate needs. We currently have short-term debt ratings of A1+ and P1 from Standard and Poor’s Corporation and Moody’s Investor Services, respectively.

To date, in fiscal 2018, we have not experienced difficulty accessing the credit markets or incurred higher interest costs. Future volatility in the capital markets, however, may increase costs associated with issuing commercial paper or other debt instruments or affect our ability to access those markets.

As of February 28, 2018, we had cash, cash equivalents and short-term investments totaling $4.8 billion, consisting primarily of deposits held at major banks, money market funds, commercial paper, corporate notes, U.S. Treasury obligations, U.S. government sponsored enterprise 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 February 28, 2018, the average duration of our cash equivalents and short-term investments portfolio was 32 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.

Contractual Obligations

There have been no significant changes to the contractual obligations reported in our Annual Report on Form 10-K for the fiscal year ended May 31, 2017, except for the transition tax related to the Tax Act. Expected future cash payments for the transition tax are as follows:

Description of Commitment	Cash Payments Due During the Year Ending May 31,
(In millions)	Remainder of 2018		2019		2020		2021		2022		Thereafter		Total
Transition Tax Related to the Tax Act(1)	$	—	$	108	$	108	$	108	$	108	$	918	$	1,350

(1) Represents a provisional estimate of the future cash payments due as part of the transition tax on deemed repatriation of undistributed earnings of foreign subsidiaries, which is reflected net of foreign tax credits we expect to utilize. Actual amounts could vary as we complete our analysis of the Tax Act. Refer to Note 6 — Income Taxes in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Off-Balance Sheet Arrangements

As of February 28, 2018, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

New Accounting Pronouncements

Refer to Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for recently adopted and recently issued accounting standards.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. 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.

We believe that the estimates, assumptions and judgments involved in the accounting policies described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our most recent Annual Report on Form 10-K have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Actual results could differ from the estimates we use in applying our critical accounting policies. We are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

With the exception of Income Taxes, there have been no material changes to our critical accounting policies reported in our most recent Annual Report on Form 10-K. Prior to the enactment of the Tax Act on December 22, 2017, we regularly determined certain foreign earnings to be indefinitely reinvested outside the United States. Following the enactment of the Tax Act, we no longer consider historical or future earnings to be indefinitely reinvested outside the United States. Refer to Note 6 — Income Taxes in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for additional information on the Tax Act.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes from the information previously reported under Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.

ITEM 4. 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 February 28, 2018.

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 the transformation.

There have not been any other 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.

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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 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 Securities and Exchange Commission, 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 Exchange Act. 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. Certain factors, including various risks and uncertainties, 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 Securities and Exchange Commission, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: international, national and local general economic and market conditions; the size and growth of the overall athletic footwear, apparel and equipment markets; intense competition among designers, marketers, distributors and sellers of athletic 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; difficulties in implementing, operating and maintaining NIKE’s increasingly complex information 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, due to, among other factors, the timing of at-once orders and discounts, order cancellations and returns, and increasing online and mobile commercial activity; 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 of NIKE to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity; 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 the United States, including, without limitation, exchange rate fluctuations, import duties, tariffs, quotas, political and economic instability and terrorism; changes in government regulations; the impact of, including business and legal developments relating to, climate change; natural disasters; liability and other claims asserted against NIKE; the ability to attract and retain qualified personnel; the effects of NIKE’s decision to invest in or divest of businesses; the impact of the implementation of the Tax Cuts and Jobs Act on our business and results of operations; and other factors referenced or incorporated by reference in this report and other reports.

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 issuing or 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 and may not reflect NIKE’s current views.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

There have been no material developments with respect to the information previously reported under Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.

ITEM 1A. Risk Factors

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2017.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

In November 2015, the Board of Directors approved a four-year, $12 billion share repurchase program. As of February 28, 2018, the Company had repurchased 126.4 million shares at an average price of $56.58 per share for a total approximate cost of $7.2 billion under this program. The Company intends to use excess cash, future cash from operations and/or proceeds from debt to fund repurchases.

The following table presents a summary of share repurchases made by NIKE under this program during the quarter ended February 28, 2018:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (In millions)
December 1 — December 31, 2017	530,869	$	59.97	530,869	$	5,779
January 1 — January 31, 2018	6,451,969	$	65.49	6,451,969	$	5,357
February 1 — February 28, 2018	7,620,000	$	66.60	7,620,000	$	4,849
	14,602,838	$	65.87	14,602,838

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ITEM 6. Exhibits

(a) 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 3.2 to the Company’s Current Report on Form 8-K filed November 17, 2017).
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	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).
10.1	Form of Non-Statutory Stock Option Agreement for options granted to executives after May 31, 2010 under the Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017).*
10.2	Form of Restricted Stock Unit Agreement under the Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017).*
31.1†	Rule 13(a)-14(a) Certification of Chief Executive Officer.
31.2†	Rule 13(a)-14(a) Certification of Chief Financial Officer.
32.1†	Section 1350 Certificate of Chief Executive Officer.
32.2†	Section 1350 Certificate of Chief Financial Officer.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

†	Furnished herewith
*	Management contract or compensatory plan or arrangement.

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Signatures

Pursuant to the requirements 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.

an Oregon Corporation

/S/    ANDREW CAMPION

Andrew Campion

Chief Financial Officer and Authorized Officer

DATED: April 5, 2018

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EX-10.1

NIKE, INC.

OPTION AGREEMENT

Pursuant to the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), the Company grants to the individual listed below (the “Participant”) the right and the option (the “Option”) to purchase all or any part of the total shares of the Company’s Class B Common Stock (“Shares”) granted per the terms and conditions of this agreement between the Company and the Participant (this “Agreement”). By accepting this Option grant, the Participant agrees to all of the terms and conditions of the Plan, the Agreement and any Appendices included with the Agreement. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

1.Grant Terms.

Grant Terms	Grant Details
Participant
Type of Option
Shares
Grant Date
Exercise Price
Expiration Date

The Option will vest on the date(s) shown below with respect to the [number] [percentage] of Shares opposite such date(s):

Shares Vesting Dates

2.Termination of Employment or Service. Except as provided in this Section 2, the Option may not be exercised unless at the time of exercise the Participant is employed by or in the service of the Company and shall have been so employed or provided such service continuously since the Grant Date. For purposes of this Agreement, the Participant is considered to be employed by or in the service of the Company if the Participant is employed by or in the service of the Company or any parent or subsidiary corporation of the Company (an “Employer”). If the Participant’s employment or service with the Company terminates without Cause for any reason other than the reasons specified in the subsections below, the Option may be exercised at any time before the Expiration Date or the expiration of three (3) months after the date of termination (the “Cancellation Date”), whichever is the shorter period, but only if and to the extent the Participant was entitled to exercise the Option on the date of termination. To the extent that following termination of employment or service, the Option is not exercised within the applicable periods set forth in this Section 2, all further rights to purchase Shares pursuant to the Option shall terminate and be forfeited.

a) Death or Disability. If the Participant’s employment or service with the Company terminates because of death or total disability (within the meaning of Section 22(e)(3) of the Code), the Option shall, following the receipt and processing by the Company of any necessary and appropriate documentation in connection with the Participant’s termination (the “Processing Period”), become exercisable in full and may be exercised at any time before the first to occur of (i) the Expiration Date and (ii) the date that is four (4) years after the date of termination.

b) Normal Retirement. If the Participant’s employment or service with the Company terminates because of the Participant’s “normal retirement”, as defined in the Plan, before the first anniversary of the Grant Date, the Option shall immediately terminate and be forfeited. If the Participant’s employment or service with the Company terminates because of the Participant’s normal retirement on or after the first anniversary of the Grant Date, the Option shall, following the Processing Period, vest in full and may be exercised at any time before the first to occur of (i) the Expiration Date and (ii) the date that is four (4) years after the date of termination. As set forth in the Plan, “normal retirement” applies when the Participant is at least sixty (60) years of age with five years of service with the Company.

c) Early Retirement. If the Participant’s employment or service with the Company terminates because of the Participant’s “early retirement”, as defined in the Plan, before the first anniversary of the Grant Date, the Option shall immediately terminate and be forfeited. If the Participant’s employment or service with the Company terminates because of the Participant’s early retirement on or after the first anniversary of the Grant Date, the Option shall continue to vest according to the schedule specified in this Agreement with no forfeiture of any portion of the Option resulting from such termination, and the Option may be exercised at any time before the first to occur of (i) the Expiration Date and (ii) the date that is

four (4) years after the date of termination. As set forth in the Plan, “early retirement” applies when the Participant is at least fifty-five (55) years of age with five years of service with the Company.

d) Absence on Leave. Absence on leave or on account of illness or disability under rules established by the committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”) shall not be deemed an interruption of employment or service.

e) Change in Control. In the event of a Change in Control, treatment shall be pursuant to the terms provided in the Plan.

3.Rights as a Shareholder. The Participant shall have no rights as a shareholder with respect to any Shares underlying the Option until the date the Participant becomes the holder of record of those Shares. No adjustment shall be made for dividends or other rights for which the record date occurs before the date the Participant becomes the holder of record.

4. Clawback. The Company may require the Participant to deliver or otherwise repay to the Company the Option and any Shares or other amount or property that may be issued, delivered or paid in respect of the Option, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, as follows:

a) If, during the period of the Participant’s employment or service with the Company or an Employer (the “Employment Period”) or at any time thereafter, the Participant has committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its subsidiaries or otherwise has breached any employee invention and secrecy agreement or similar agreement with the Company or any of its subsidiaries;

b) If, during the Employment Period or at any time thereafter, the Participant has committed or engaged in an act of theft, embezzlement or fraud, breached any covenant not to compete or non-solicitation or non-disclosure agreement or similar agreement with the Company or any of its subsidiaries, or materially breached any other agreement to which the Participant is a party with the Company or any of its subsidiaries;

c) Pursuant to any applicable securities, tax or stock exchange laws, rules or regulations relating to the recoupment or clawback of incentive compensation, as in effect from time to time; or

d) Pursuant to the NIKE, Inc. Policy for Recoupment of Incentive Compensation as approved by the Committee and in effect on the Grant Date, or such other policy for clawback or recoupment of incentive compensation as may subsequently be approved from time to time by the Committee.

e) If, during the Employment Period or the one (1) year period thereafter (the “Restriction Period”), the Participant, directly or indirectly, owns, manages, controls or participates in the ownership, management or control of, or becomes employed by, consults for or becomes connected in any manner with, any business engaged anywhere in the world in the athletic footwear, athletic apparel or sports equipment, sports electronics/technology and sports accessories business or any other business that directly competes with the then-current existing or reasonably anticipated business of the Company or any of its parent, subsidiaries or affiliated corporations (a “Competitor”). The Company has the option, in its sole discretion, to elect to waive all or a portion of the Restriction Period or to limit the definition of Competitor.

5.Exercise of Option.

a) Method of Exercise. Subject to Section 5(b), the Option may be exercised from time to time, to the extent then vested, only by notice in writing from the Participant to the Company, or a broker designated by the Company, of the Participant’s binding commitment to purchase Shares, specifying the number of Shares the Participant desires to purchase under the Option and the date on which the Participant agrees to complete the transaction and, if required to comply with the U.S. Securities Act of 1933, as amended, containing a representation that it is the Participant’s intention to acquire the Shares for investment and not with a view to distribution (the “Exercise Notice”). On or before the date specified for completion of the purchase, the Participant must pay the Company the full exercise price of those Shares by any of the following methods at the election of the Participant: (a) cash payment by wire transfer; (b) delivery of an Exercise Notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds required to pay the full exercise price; (c) if allowed by the Committee, withholding by the Company of Shares otherwise issuable upon exercise; or (d) a combination of (a), (b) and/or (c). Unless the Committee determines otherwise, no Shares shall be issued upon exercise of the Option until full payment for the Shares has been made, including all taxes (as set forth in Section 7 below) that the Company and/or Employer have to withhold.

b) Deemed Exercise. Notwithstanding Section 5(a), the Participant acknowledges that, except as otherwise provided in Appendix B or determined by the Committee, any portion of the Option that has vested and is exercisable immediately prior to the Expiration Date or Cancellation Date shall be deemed to have been exercised by the Participant at such time, provided (i) the Participant has accepted the Option and this Agreement, (ii) the fair market value of one Share exceeds the exercise price per Share, and (iii) the Option remains outstanding on the last day of its full term. For the avoidance of doubt, the Option that terminates upon the Cancellation Date, shall be deemed to have remained outstanding on the

last day of its full term for purposes of clause (iii) in the preceding sentence. In the event the Option is exercised pursuant to this Section 5(b), the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total exercise price and any withholding (as set forth in Section 7).

6.Nontransferability. The Option is nonassignable and nontransferable by the Participant, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the Participant’s domicile at the time of death, and during the Participant’s lifetime, the Option is exercisable only by the Participant.

7.Responsibility for Taxes. The Participant shall, immediately upon notification of the amount due, if any, pay to the Company by wire transfer, or irrevocably instruct a broker to pay from stock sales proceeds, amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required (as a result of exercise of the Option or as a result of the disposition of Shares acquired pursuant to exercise of the Option) beyond any amount deposited before delivery of the Shares, the Participant shall pay such amount to the Company, by wire transfer, on demand. If the Participant fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the Participant, including salary, subject to applicable law.

8.Changes in Capital Structure. If the outstanding Shares are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares or dividend payable in shares, appropriate adjustment shall be made by the Committee in the number and kind of shares subject to the Option, and the exercise price for shares subject to the Option, so that the Participant’s proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Committee. Any such adjustments made by the Committee shall be conclusive.

9.Electronic Delivery. TheCompany may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by theCompany.

10.Additional Company Provisions.

a) Conditions on Obligations. The Company shall not be obligated to issue Shares upon exercise of the Option if the Company is advised by its legal counsel that such issuance would violate applicable U.S. or non-U.S. state or federal laws or regulations, including securities laws or exchange control regulations.

b) Imposition of Other Requirements. The Company reserves the right to impose other requirements upon the Participant’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

c) Amendments. The Company may at any time amend this Agreement, provided that no amendment that adversely impacts the rights of the Participant under this Agreement may be made without the Participant’s written consent.

d) Committee Determinations. The Participant agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee or other administrator of the Plan as to the provisions of the Plan or this Agreement or any questions arising thereunder or hereunder.

e) Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

f) Governing Law; Attorneys’ Fees. The Option grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of Oregon. For purposes of litigating any dispute that arises under this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of, and agree that such litigation shall exclusively be conducted in, the courts of Washington County, Oregon or the United States District Court for the District of Oregon, where this grant is made and/or to be performed. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the trial court and, upon any appeal, the appellate court.

11.Additional Participant Provisions

a) No Right to Employment or Service. Nothing in the Plan or this Agreement shall (i) confer upon the Participant any right to be continued in the employment of an Employer or interfere in any way with the Employer’s right to terminate the Participant’s employment at will at any time, for any reason, with or without Cause, or to decrease the Participant’s

compensation or benefits, or (ii) confer upon the Participant any right to be retained or employed by the Employer or to the continuation, extension, renewal or modification of any compensation, contract or arrangement with or by the Employer. The determination of whether to grant any option under the Plan is made by the Company in its sole discretion. The grant of the Option shall not confer upon the Participant any right to receive any additional option or other award under the Plan or otherwise.

b) No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

c) Transfer of Rights and Benefits; Successors. This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Company’s successors and assigns. Subject to the restrictions on transfer of this Agreement, this Agreement shall be binding upon the Participant’s heirs, executors, administrators, successors and assigns.

12.Appendices A and B. Notwithstanding any provisions in this Agreement, if the Participant is a resident of any country other than the United States, the Option grant shall be subject to the special terms and conditions set forth in the Appendix A to this Agreement and any country-specific terms and conditions for the Participant’s country set forth in Appendix B to this Agreement. Moreover, if the Participant relocates outside of the United States to one of the countries included in Appendix B, or from one such country to another such country, the special terms and conditions for all non-U.S. participants and for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendices A and B constitute part of this Agreement.

13.Complete Agreement. This Agreement, including the Appendices A and B, and the Plan constitute the entire agreement between the Participant and the Company, both oral and written, concerning the matters addressed herein, except with regard to the imposition of other requirements as described under Section 10(b) above, and all prior agreements or representations concerning the matters addressed herein, whether written or oral, express or implied, are terminated and of no further effect.

APPENDIX A

TO THE

OPTION AGREEMENT

SPECIAL TERMS AND CONDITIONS FOR NON-U.S. participants

This Appendix A includes additional terms and conditions that govern Options for Participants residing outside of the United States. Capitalized terms not explicitly defined in this Appendix A but defined in the Agreement shall have the same definitions as in the Agreement.

1.Nature of Grant. In accepting the Option, the Participant understands, acknowledges and agrees that:

1.1the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

1.2the grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past;

1.3all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company;

1.4the Option and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company;

1.5the Participant is voluntarily participating in the Plan;

1.6the Option and the Shares underlying the Option, and the income from and value of same, are not intended to replace any pension rights or compensation;

1.7the Option and the Shares underlying the Option, and the income from and value of same, are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

1.8unless otherwise agreed with the Company, the Option and Shares underlying the Option, and the income from and value of same, are not granted for, or in connection with, any service the Participant may provide as a director of any parent or subsidiary corporation of the Company;

1.9the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

1.10if the underlying Shares do not increase in value, the Option will have no value;

1.11if the Participant exercises the Option, the value of Shares acquired upon exercise may increase or decrease in value, even below the exercise price;

1.12no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the termination of the Participant’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the Option grant, the Participant agrees not to institute any claim against the Company, any parent or subsidiary corporation, including the Employer;

1.13unless otherwise provided in the Plan or by the Company in its discretion, the Shares and benefits evidenced by this Agreement do not create any entitlement to have the Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporation transaction affecting the Shares; and

1.14neither the Company, the Employer nor any parent or other subsidiary corporation of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

2.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Employer, the Company and any parent or subsidiary corporation for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to E*TRADE Corporate Financial Services, Inc. and any of its affiliated companies (“E*TRADE”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, E*TRADE and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

Upon request of the Company or the Employer, the Participant agrees to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering his or her participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that he or she will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

3.Language. The Participant acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement. Furthermore, if the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

4.Exception to Retirement Provisions. If the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in the Participant's country that would likely result in the favorable retirement treatment under Sections 2(b) and 2(c) of the Agreement being deemed unlawful and/or discriminatory, then the Company will not apply Sections 2(b) and 2(c) of the Agreement at the time of the Participant’s termination of employment or service.

5.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, or broker’s country, or the country in which the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell, or attempt to sell, or otherwise dispose of Shares or rights to Shares (e.g., Options), or rights linked to the value of Shares, during such times as the he or she is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions, including the United States and the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the applicable Company Insider Trading Policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on this matter.

6.Foreign Asset/Account Reporting Requirements. The Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

APPENDIX B

TO THE

OPTION AGREEMENT

COUNTRY-SPECIFIC TERMS FOR NON-U.S. PARTICIPANTS

This Appendix B includes additional terms and conditions that govern Options for Participants residing and/or working outside of the United States in the countries below. Capitalized terms not explicitly defined in this Appendix B but defined in the Agreement shall have the same definitions as in the Agreement.

This Appendix B also includes information regarding certain issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time that the Participant exercises the Option or sells Shares acquired upon exercise of the Option.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to a particular situation.

Further, if the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, transfers employment and/or residency after the Option is granted or is considered resident of another country for local law purposes, the information contained herein may not be applicable to the Participant in the same manner, and the Company shall determine, in its sole discretion, to what extent the additional terms and conditions included herein shall apply to the Participant.

Finally, the Company may, at any time and at its own discretion, restrict the available methods of exercising the Option/paying the exercise price or direct the repatriation of the proceeds of the sale of Shares acquired upon exercise of the Option if it deems it advisable for legal or administrative reasons.

ARGENTINA

Notifications

Securities Law Information. Shares of the Company are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.

Exchange Control Information. Exchange control regulations in Argentina are subject to frequent change. The Participant is solely responsible for complying with any applicable exchange control rules and should consult with his or her personal legal advisor regarding any exchange control obligations that the Participant may have prior to exercising the Option or receiving proceeds from the sale of Shares acquired upon exercise of the Option or from the payment of any dividends.

Foreign Asset/Account Reporting Information. If the Participant holds Shares (acquired upon exercise of the Option or otherwise) as of December 31, the Participant is required to report certain information regarding the Shares on his or her annual tax return.

AUSTRALIA

Terms and Conditions

Data Privacy. This provision supplements Section 2 of Appendix A:

The Company can be contacted at One Bowerman Drive, Beaverton OR, 97005, U.S.A. The Australian Employer can be contacted at NIKE Australia Pty. Ltd., 28 Victoria Crescent, PO Box 443, Abbotsford VIC 3067, Australia or Hurley Australia Pty. Ltd., 24 Cross Street, Brookvale NSW 2100, Australia, as applicable.

The Participant’s Data will be held in accordance with the Company’s privacy policy, a copy of which can be obtained by contacting the Company or the Australian Employer at the address listed above. The Company’s privacy policy contains, among other things, details of how the Participant can access and seek correction of Data held in connection with this Agreement.

The Participant understands and agrees that Data may be transferred to recipients located outside of Australia, including the United States and any other country where the Company has operations.

Breach of Law. Notwithstanding anything else in the Plan or the Agreement, the Participant will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Employer is under no obligation to seek or obtain the approval of its shareholders in a general meeting for the purpose of overcoming any such limitation or restriction.

Notifications

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on behalf of the Participant.

Securities Law Information. If the Participant acquires Shares upon exercise of the Option and subsequently offers the Shares for sale to a person or entity resident in Australia, such an offer may be subject to disclosure requirements under Australian law, and the Participant should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to the conditions in that Act).

AUSTRIA

Notifications

Exchange Control Information. If the Participant holds Shares obtained through the Plan outside of Austria, the Participant must submit a report to the Austrian National Bank. An exemption applies if the value of the shares as of any given quarter does not meet or exceed €30,000,000 or as of December 31 does not meet or exceed €5,000,000. If the former threshold is exceeded,

quarterly obligations are imposed, whereas if the latter threshold is exceeded, annual reports must be given. If quarterly reporting is required, the reports must be filed by the fifteenth day of the month following the last day of the respective quarter. The annual reporting date is as of December 31 and the deadline for filing the annual report is January 31 of the following year.

When shares are sold or cash dividends received, there may be exchange control obligations if the cash received is held outside Austria. If the transaction volume of all the Participant’s accounts abroad meets or exceeds €10,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

BELGIUM

Notifications

Taxation of Option. The Option must be accepted in writing either (i) within 60 days of the offer (for tax at offer), or (ii) after 60 days of the offer (for tax at exercise). The Participant should consult his or her personal tax advisor regarding the tax consequences of accepting the offer.

Foreign Asset/Account Reporting Information. Belgium residents are required to report any securities held (including Shares) or bank or brokerage accounts opened and maintained outside Belgium on their annual tax returns. In a separate report, Belgium residents are also required to provide the National Bank of Belgium with the account details of any such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption. The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

Stock Exchange Tax. From January 1, 2017, a stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as E*TRADE. The stock exchange tax likely will apply when Shares are sold. The Participant should consult with his or her personal tax advisor for additional details on his or her obligations with respect to the stock exchange tax.

BRAZIL

Terms and Conditions

Compliance with Law. By accepting the Option, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the exercise of the Option, the receipt of any dividends, and the sale of shares issued upon exercise of the Option.

Labor Law Acknowledgment. By accepting and/or exercising the Option, the Participant agrees that (i) the Participant is making an investment decision, (ii) the Participant may exercise the Option only if the vesting conditions are met and (iii) the value of the underlying shares is not fixed and may increase or decrease in value without compensation.

Notifications

Exchange Control Information. Brazilian residents are required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Quarterly reporting is required if such amount exceeds US$100,000,000. Assets and rights that must be reported include shares issued upon exercise of the Option.

Tax on Financial Transaction (IOF). Payments to foreign countries (including the payment of the exercise price price) and repatriation of funds into Brazil and the conversion between BRL and USD associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Participant’s responsibility to comply with any applicable Tax on Financial Transactions arising from his or her participation in the Plan. The Participant should consult with his or her personal tax advisor for additional details.

CANADA

Terms and Conditions

Termination of Employment. This provision replaces the third sentence of the first paragraph of Section 2 of the Agreement:

For purposes of the Option, except as provided in this Section 2, in the event of termination of the Participant’s employment or service, the Participant’s right to vest in the Option, if any, will terminate as of the date of termination and the Option and the Participant’s right to exercise the Option after termination of employment or service, if any, will be measured by the date of termination; provided however that the committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”) may determine, in its sole discretion, that if the Participant’s termination is due to any reason other than the total disability, death or normal or early retirement (whether or not late found to be invalid or in breach of employment laws where the Participant is providing services or the terms of the Participant’s employment or service agreement, if any) vesting will cease on and the Participant’s right to exercise the Option will be measured by the date that is the earlier of: (1) the date the Participant’s employment or service relationship is terminated, (2) the date the Participant receives notice of termination of employment or service, or (3) the date the Participant is no longer actively employed by or in service regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law and/or common law).

Method of Exercise. Notwithstanding anything to the contrary in the Plan or this Agreement, the Participant will not be permitted to pay the exercise price or any Tax-Related Items by delivery to the Company, or attestation to the Company of ownership, of other Shares, or by using a “net exercise” arrangement.

No Deemed Exercise. Section 5(b) of the Agreement shall not apply to the Participant, unless otherwise determined by the Committee. Instead, any portion of the Option that remains outstanding as of the expiration date shall expire and be forfeited as of such date.

The following provisions will apply if the Participant is a resident of Quebec:

French Language Provision. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy. This provision supplements Section 2 of Appendix A:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, any subsidiary or affiliate and the Committee to disclose and discuss the Option with their advisors. The Participant further authorizes the Company and any subsidiary or affiliate to record such information and to keep such information in the Participant’s employee file.

Notifications

Securities Law Information. The Participant will not be permitted to sell or otherwise dispose of the Shares acquired upon exercise of the Option within Canada. The Participant will be permitted to sell or dispose of such shares only if such sale or disposal takes place outside of Canada through the facilities of the stock exchange on which the Shares are traded (i.e., the New York Stock Exchange).

Foreign Asset/Account Reporting Information. If the total value of the Participant’s foreign property exceeds C$100,000 at any time during the year, the Participant must report all of his or her foreign property on Form T1135 (Foreign Income Verification Statement) by April 30 of the following year. Foreign property includes Shares acquired under the Plan and may include the Option. The Option must be reported--generally at a nil cost--if the $100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the shares. The ACB would normally equal the fair market value of the Shares at exercise, but if the Participant owns other shares, this ACB may have to be averaged with the ACB of the other shares. The Participant should speak with a personal tax advisor to determine the scope of foreign property that must be considered for purposes of this requirement.

CHILE

Notifications

Securities Law Information. The offer of the Option constitutes a private offering in Chile effective as of the Grant Date. The offer of the Option is made subject to general ruling n° 336 of the Chilean Superintendence of Securities and Insurance (“SVS”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the SVS, and, therefore, such securities are not subject to oversight of the SVS. Given that the Option is not registered in Chile, the Company is not required to provide information about the Option or Shares in Chile. Unless the Option and/or the Shares are registered with the SVS, a public offering of such securities cannot be made in Chile.

Esta oferta de las Opciónes se considera una oferta privada in Chile efectiva a partir de la Fecha de la Concesión. Esta oferta de las Opciónes se hace sujeta a la regla general no. 336 de la Superintendencia de Valores y Seguros chilena (“SVS”). La oferta se refiere a valores no inscritos en el registro de valores o en el registro de valores extranjeros de la SVS y, por lo tanto, tales valores no están sujetos a la fiscalización de ésta. Dado que las Opciónes no están registradas en Chile, no se requiere que la Compañía provea información sobre las Options o acciones en Chile. A menos que las Opciónes y/o acciones estén registradas con la SVS, una oferta pública de tales valores no puede hacerse en Chile.

Exchange Control Information. It is the Participant’s responsibility to make sure that the Participant complies with exchange control requirements in Chile when the value of his or her Option transaction is in excess of US$10,000, regardless of whether the Participant exercises his or her Option through a cash exercise or cashless method of exercise.

If the Participant uses the cash exercise method to exercise his or her Option and the Participant remits funds in excess of US$10,000 out of Chile, the remittance must be made through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office). In such case, the Participant must provide to the bank or registered foreign exchange office certain information regarding the remittance of funds (e.g., destination, currency, amount, parties involved, etc.).

If the Participant exercises his or her Option using a cashless exercise method and the aggregate value of the purchase price exceeds US$10,000, the Participant must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the exercise date.

The Participant is not required to repatriate funds obtained from the sale of shares or the receipt of any dividends. However, if the Participant decides to repatriate such funds, the Participant must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, the Participant must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

If the Participant’s aggregate investments held outside of Chile meets or exceeds US$5,000,000 (including the investments made under the Plan), the Participant must report the status of such investments quarterly to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

Please note that exchange control regulations in Chile are subject to change. The Participant should consult with his or her personal legal advisor regarding any exchange control obligations that the Participant may have prior to exercising the Option or receiving proceeds from the sale of shares acquired upon exercise of the Option.

Annual Tax Reporting Obligation. The Chilean Internal Revenue Service (“CIRS”) requires Chilean residents to report the details of their foreign investments on an annual basis. Foreign investments include Shares acquired under the Plan. Further, if the Participant wishes to receive a credit against his or her Chilean income taxes for any taxes paid abroad, the Participant must also report the payment of taxes abroad to the CIRS. These reports must be submitted electronically through the CIRS website at www.sii.cl in accordance with applicable deadlines. In addition, shares acquired upon exercise of the Option must be registered with the CIRS’s Foreign Investment Registry.

CHINA

Terms and Conditions

The following provisions apply to People's Republic of China ("PRC") nationals and any other individuals who are subject to exchange control requirements in China, as determined by the Company in its sole discretion:

Restriction on Exercisability. Notwithstanding any provision of the Agreement or the Plan, the Participant will not be permitted to exercise his or her Option until and unless the necessary approvals for the Plan have been obtained from the State Administration of Foreign Exchange (“SAFE”) and remain in place, as determined by the Company in its sole discretion.

Method of Exercise. Notwithstanding anything to the contrary in the Agreement or the Plan, due to exchange control laws in China, the Participant will be required to exercise his or her Option using the cashless sell-all exercise method pursuant to which all shares subject to the exercised Option will be sold immediately upon exercise and the proceeds of sale, less the exercise price, any Tax-Related Items and broker’s fees or commissions, will be remitted to the Participant in accordance with any applicable exchange control laws and regulations. The Company reserves the right to provide additional methods of exercise depending on the development of local law.

No Deemed Exercise. Section 5(b) of the Agreement shall not apply to the Participant, unless otherwise determined by the Committee. Instead, any portion of the Option that remains outstanding as of the Expiration Date shall expire and be forfeited as of such date.

Exchange Control Requirements. The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required to immediately repatriate the cash proceeds from the cashless exercise of the Option to China. The Participant further understands that, under local law, such repatriation of his or her cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other subsidiary corporation or affiliate of the Company, and the Participant hereby consents and agrees that any proceeds from the sale of shares may be transferred to such special account prior to being delivered to the Participant.

The proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. In the event the proceeds are paid to the Participant in U.S. dollars, the Participant understands that the Participant will be required to set up a U.S. dollar bank account in China (if he or she has not already done so) and provide the bank account details to the Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and/or conversion date and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant agrees to bear any currency fluctuation risk between the time the shares are sold or dividends are received and the time the proceeds are distributed through any such special exchange account. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Post-Termination Exercise Period. This provision modifies Section 2 of the Agreement:

Notwithstanding the post-termination exercise periods set forth in the Agreement, to comply with local exchange control requirements, Participant will be required to exercise the Option within the lesser of (1) the period set forth in the Agreement, and (2) three (3) months after termination of employment or service, regardless of the reason for termination. The Company reserves the right to allow for a longer exercise period depending on the development of local law.

Additional Restrictions. The Option will not vest nor become exercisable, and the Shares will not be issued at exercise, unless the Company determines that such vesting, exercise and the issuance of Shares comply with all relevant provisions of law. Further, the Company is under no obligation to allow the exercise of the Option and/or issue Shares if the Company’s SAFE approval becomes invalid or ceases to be in effect by the time the Participant exercises the Option.

Notifications

Exchange Control Information. Chinese residents may be required to report to SAFE all details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-Chinese residents.

CZECH REPUBLIC

Notifications

Exchange Control Information. The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the Option and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult with his or her personal legal advisor prior to the exercise of the Option and the sale of Shares to ensure compliance with current regulations. It is the Participant’s responsibility to comply with any applicable Czech exchange control laws.

FRANCE

Terms and Conditions

Language Consent. By accepting the Option, the Participant confirms having read and understood the documents relating to this grant (the Plan, the French Plan (defined below), this Agreement and the Appendices) which were provided in English language. The Participant accepts the terms of those documents accordingly.

En acceptant l’attribution, le Participant confirme ainsi avoir reçu lu et compris les documents relatifs à cette attribution (le Plan, le Plan Français (défini ci-dessous), le Contrat et les Annexes) qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

The following terms and conditions apply to French-qualified options granted on or after September 28, 2012. The terms and conditions applicable to French-qualified options granted before this date differ and the Participant is advised to consult with his or her personal tax advisor in this regard.

French-Qualified Option Under the French Plan. The Option is granted under the Sub-Plan for Option Grants to French Optionees (the “French Plan”) and is intended to qualify for favorable tax and social security treatment under Section L. 225‑177 to L. 225‑186‑1 of the French Commercial Code, as amended and in accordance with the relevant provisions set forth by the French tax and social security laws and the French tax and social security administrations. Thus, the terms of the French Plan and the following additional terms shall apply.

The Company does not undertake to maintain the qualified status of the Option. Further, the Participant understands and agrees that the Participant will be responsible for paying personal income tax and his or her portion of social security contributions resulting from the exercise of the Option in the event the Option loses its qualified status and that the Participant will not be entitled to any damages if the Option no longer qualifies as French-qualified Option.

Plan Terms. The Option is subject to the terms and conditions of the Plan and the French Plan. To the extent that any term is defined in both the Plan and the French Plan, for purposes of this grant of the Option, the definitions in the French Plan shall prevail.

Death. This provision modifies Section 2(a) of the Agreement:

If the Participant dies while actively employed by the Company or a subsidiary or affiliate of the Company, pursuant to Section 7 of the French Plan, the Option shall become immediately vested and exercisable in full and may be exercised within six (6) months of the Participant’s death by the executor or administrator of Participant’s estate or any person to whom the Option is transferred by will or the laws of descent and distribution. Any portion of the Option that is not exercised within six (6) months following the date of the Participant’s death shall terminate and be forfeited.

Shares Acquired at Exercise of the Option. The Company may require that the shares acquired upon exercise remain with an appointed broker until their sale.

No Deemed Exercise. Section 5(b) of the Agreement shall not apply to the Participant, unless otherwise determined by the Committee. Instead, any portion of the Option that remains outstanding as of the Expiration Date shall expire and be forfeited as of such date.

Notifications

Foreign Asset/Account Reporting Information. French residents are required to report all foreign accounts (whether open, current or closed) to the French tax authorities when filing their annual tax returns. The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

GERMANY

Notifications

Exchange Control Information. If the Participant remits funds in excess of €12,500 out of or into Germany, such cross-border payment must be reported monthly to the German Federal Bank (Bundesbank). The Participant is responsible for the reporting obligation and should file the report ("Allgemeine Meldeportal Statistik") electronically by the fifth day of the month following the month in which the payment is made. A copy of the report can be accessed via the Bundesbank’s website at www.bundesbank.de and is available in both German and English.

GREECE

Notifications

Exchange Control Information. If the Participant exercises his or her Option through a cash exercise, withdraws funds from a bank in Greece and remits those funds out of Greece, certain exchange control restrictions may apply. However, because exchange control regulations may change without notice, the Participant should consult with his or her legal advisor to ensure compliance with current regulations. It is the Participant’s responsibility to comply with Greek exchange control laws.

HONG KONG

Terms and Conditions

Sale Restriction. Shares receivedat exercise are accepted as a personal investment. Notwithstanding anything contrary in the Agreement or the Plan, in the event the Option vests and the Participant or his or her heirs and representatives exercise the Option such that shares are issued to the Participant or his or her heirs and representatives within six months of the Grant Date, the Participant agrees that the Participant or his or her heirs and representatives will not offer to the public or otherwise dispose of any shares acquired prior to the six-month anniversary of the Grant Date.

Notifications

Securities Law Information: Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participant is advised to exercise caution in relation to the offer. If the Participant is in any doubt about any of the contents of this document, he or she should obtain independent professional advice.The Option and shares acquired upon exercise of the Option do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company, its subsidiaries or affiliates. The Plan, the Agreement, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The Option is intended only for the personal use of each eligible employee of the Employer, the Company or any subsidiary corporation or affiliate of the Company and may not be distributed to any other person.

Nature of Scheme.The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

INDIA

Terms and Conditions

Method of Exercise. Notwithstanding anything to the contrary in the Plan or the Agreement, due to legal restrictions in India, the Participant will not be permitted to pay the exercise price by a “sell-to-cover” exercise (i.e., where Shares subject to the Option will be sold immediately upon exercise and the proceeds of the sale will be remitted to the Company to cover the exercise price for the purchased shares and any Tax-Related Items or Fringe Benefit Tax withholding). The Company reserves the right to permit this method of payment depending on the development of local law.

Notifications

Exchange Control Information. Indian residents are required to repatriate to India all proceeds received from the sale of Shares within 90 days of receipt and any dividends paid on such shares within 180 days of receipt, or within such other period of time as may be required under applicable regulations. The Participant must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Company requests proof of repatriation.It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) in the Participant’s annual tax return. The Participant is responsible for complying with this reporting obligation and is advised to confer with his or her personal tax advisor in this regard.

INDONESIA

Terms and Conditions

Method of Exercise. The following provision supplements Section 5 of the Agreement:

Due to regulatory requirements, the Participant understands that the Participant will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the Participant understands that the Participant needs to instruct his or her broker to: (i) sell all of the shares issued upon exercise; (ii) use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to the Participant. The Participant will not be permitted to hold shares after exercise. Depending on the development of local laws or the Participant’s country of residence, the Company reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Tax‑Related Items permitted under the Agreement.

Notifications

Exchange Control Information. Indonesian residents must provide the Indonesian central bank, Bank Indonesia, with information on foreign exchange activities in an online monthly report no later than the fifteenth day of the following month.

If the Participant remits funds into or out of Indonesia, the Indonesian bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. Although the bank through which the transaction is made is required to make the report, the Participant must complete a “Transfer Report Form.”

IRELAND

Notifications

Director Notification Obligation. If the Participant is a director, shadow director or secretary of the Company’s Irish subsidiary or affiliate, and his or her interest in the Company represents more than 1% of the Company’s voting share capital, the Participant must notify the Irish subsidiary or affiliate in writing of his or her interest in the Company (e.g., shares acquired under the Plan, etc.), if the Participant becomes aware of the event giving rise to the notification requirement, or if the Participant becomes a director or secretary, if such an interest exists at the time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

ISRAEL

Terms and Conditions

Method of Exercise. The following provision supplements Section 5 of the Agreement:

The Participant understands that the Participant will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the Participant understands that the Participant needs to instruct his or her broker to: (i) sell all of the shares issued upon exercise; (ii) use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to the Participant. The Participant will not be permitted to hold shares after exercise. Depending on the development of local laws or the Participant’s country of residence, the Company reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Tax‑Related Items permitted under the Agreement.

Notifications

Securities Law Information. This offer of the Option does not constitute a public offering under the Securities Law, 1968.

ITALY

Terms and Conditions

Method of Exercise. The following provision supplements Section 5 of the Agreement:

Due to regulatory requirements, the Participant understands that the Participant will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the Participant understands that the Participant needs to instruct his or her broker to: (i) sell all of the shares issued upon exercise; (ii) use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to the Participant. The Participant will not be permitted to hold shares after exercise. Depending on the development of local laws or the Participant’s country of residence, the Company reserves

the right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Tax‑Related Items permitted under the Agreement.

No Deemed Exercise. Section 5(b) of the Agreement shall not apply to the Participant, unless otherwise determined by the Committee. Instead, any portion of the Option that remains outstanding as of the Expiration Date shall expire and be forfeited as of such date.

Data Privacy Notice. This provision replaces Section 2 of Appendix A:

The Participant understands that the Company and the Employer, as a data processor of the Company, may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any subsidiary or affiliate, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, and that the Company and the Employer will process said data and other data lawfully received from third parties (collectively, “Personal Data”) for the exclusive purpose of managing and administering the Plan and complying with applicable laws, regulations and legislation.

The Participant also understands that providing the Company with Personal Data is mandatory for compliance with laws and is necessary for the performance of the Plan and that the Participant’s denial to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan.

The Participant understands that Personal Data will not be publicized, but it may be accessible by the Employer as a data processor of the Company and within the Employer’s organization by its internal and external personnel in charge of processing. Furthermore, Personal Data will be transferred to E*TRADE Corporate Financial Services, Inc. and any other affiliated companies (“E*TRADE”) assisting the Company with the management and administration of the Plan. The Participant understands that Personal Data may also be transferred to the independent registered public accounting firm engaged by the Company, and also to the legitimate addressees under applicable laws. The Participant further understands that the Company and its subsidiaries or affiliates will transfer Personal Data amongst themselves and to E*TRADE as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan. Such recipients may receive, possess, use, retain and transfer Personal Data in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that these recipients may be acting as controllers, processors or persons in charge of processing, as the case may be, according to applicable privacy laws, and that they may be located in or outside the European Economic Area, such as in the United States or elsewhere, including countries that do not provide an adequate level of data protection as intended under Italian privacy law.

Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Personal Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

The Participant understands that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Personal Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Personal Data abroad, including outside of the European Economic Area, as specified herein and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto as the processing is necessary to performance of law and contractual obligations related to implementation, administration and management of the Plan. The Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right at any moment to, including, but not limited to, obtain confirmation that Personal Data exists or not, access, verify its content, origin and accuracy, delete, update, integrate, correct, block or stop, for legitimate reason, the Personal Data processing. To exercise privacy rights the Participant should address the Data Controller as defined in the employee privacy policy. Furthermore, the Participant is aware that Personal Data will not be used for direct marketing purposes. In addition, Personal Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant’s human resources department.

Plan Document Acknowledgment. By accepting the Option, the Participant acknowledges that he or she has received a copy of the Plan and this Agreement and has reviewed the Plan and this Agreement in their entirety and fully accepts all provisions thereof. The Participant further acknowledges that he or she has read and specifically and expressly approves (a) the following provisions

of the Agreement: Section 2: Termination of Employment or Service; Section 3: Rights as a Shareholder; Section 4: Clawback; Section 5(a): Method of Exercise of Option; Section 7: Responsibility for Taxes; Section 10: Additional Company Provisions; and (b) the following provisions of Appendix: (i) Section 1: Nature of Grant; (ii) Section 3: Language; and (iii) all provisions for Italy in this Appendix.

Notifications

Foreign Asset/Account Reporting Information. If the Participant holds investments abroad or foreign financial assets (e.g., cash and shares acquired under the Plan) that may generate income taxable in Italy, the Participant is required to report them on his or her annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value. The same reporting duties apply to the Participant if the Participant is the beneficial owner of the investments, even if the Participant does not directly hold investments abroad or foreign assets.

Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax. Such tax is currently levied at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., shares acquired under the Plan) assessed at the end of the calendar year. No tax payment duties arise if the value of the foreign assets held abroad does not exceed €6,000.

JAPAN

Notifications

Exchange Control Information. If the Participant acquires Shares valued at more than ¥100 million in a single transaction, the Participant must file a Securities Acquisition Report with the Ministry of Finance (the “MOF”) through the Bank of Japan within 20 days of the acquisition.

In addition, if the Participant pays more than ¥30 million in a single transaction for the purchase of shares when the Participant exercises the Option, the Participant must file a Payment Report with the MOF through the Bank of Japan within 20 days of the date that the payment is made. The precise reporting requirements vary depending on whether or not the relevant payment is made through a bank in Japan. Please note that a Payment Report is required independently from a Securities Acquisition Report. Therefore, the Participant must file both a Payment Report and a Securities Acquisition Report if the total amount that the Participant pays in a single transaction for exercising the Option and purchasing the shares exceeds ¥100 million.

Foreign Asset/Account Reporting Information. The Participant will be required to report details of any assets held outside of Japan as of December 31 (including the shares acquired under the Plan), to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 each year. The Participant should consult with his or her personal tax advisor as to whether the reporting obligation applies to the Participant and whether the Participant will be required to report details of his or her outstanding Option, as well as the shares, in the report.

KOREA

Notifications

Exchange Control Information. If the Participant remits funds out of Korea to pay the exercise price, the remittance of funds must be confirmed by a foreign exchange bank in Korea. The Participant should submit the following supporting documents evidencing the nature of the remittance to the bank together with the confirmation application: (i) the Agreement; (ii) the Plan; and (iii) his or her certificate of employment. This confirmation is an automatic procedure (i.e., the bank does not need to approval the remittance and the process should not take more than a single day). This confirmation is not necessary if the Participant pays the exercise price through any form of payment whereby some or all of the Shares purchased upon exercise of the Option are sold to pay the exercise price, because in this case there is no remittance of funds out of Korea.

Korean residents who realize US$500,000 or more from the sale of Shares or the receipt of any dividends in a single transaction before July 18, 2017 are required to repatriate the proceeds to Korea within three years of receipt.

Foreign Asset/Account Reporting Information. The Participant must declare all foreign financial accounts (i.e., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authorities and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency) on any month-end during a calendar year. The Participant should consult with his or her personal tax advisor to determine any personal reporting obligations.

MALAYSIA

Terms and Conditions

Data Privacy. This provision replaces Section 2 of Appendix A:

The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in the Agreement and any other Plan participation materials by and among, as applicable, the Employer, the Company and any affiliates or any third parties authorized by same in assisting in the implementation, administration and management of the Participant’s participation in the Plan. The Participant may have previously provided the Company and the Employer with, and the Company and the Employer may hold, certain personal information about the Participant, including, but not limited to, his or her name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, the fact and conditions of the Participant’s participation in the Plan, details of all options or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. Peserta dengan ini secara eksplicit, secara sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang dinyatakan dalam Perjanjian ini dan apa-apa bahan penyertaan Pelan oleh dan di antara, sebagaimana yang berkenaan, Majikan, Syarikat dan mana-mana Syarikat Sekutu atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama untuk membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan tersebut. Sebelum ini, Peserta mungkin telah membekalkan Syarikat dan Majikan dengan, dan Syarikat dan Majikan mungkin memegang, maklumat peribadi tertentu tentang Peserta, termasuk, tetapi tidak terhad kepada, namanya , alamat rumah dan nombor telefon, alamat emel, tarikh lahir, insurans sosial, nombor pasport atau pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat penyertaan Peserta dalam Pelan, butir-butir semua opsyenatau apa-apa hak lain untuk syer dalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun bagi faedah Peserta yang belum diselesaikan (“Data”), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut.

The Participant also authorizes any transfer of Data, as may be required, to E*TRADE Corporate Financial Services, Inc. or such other stock plan service provider as may be selected by the Company from time to time, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any shares acquired upon exercise of the Option are deposited. The Participant acknowledges that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to the Participant’s country, which may not give the same level of protection to Data. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, the stock plan service provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Participant’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing his or her local human resources representative, whose contact details are Mari McBurney, 30 Pasir Panjang Rd #10-31/32, 117440, Singapore; +65 6216 7812; mari.mcburney@nike.com. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the consent, his or her employment status or service and career with the Employer will not be affected; the only consequence of refusing or withdrawing the consent is that the Company would not be able to grant future stock options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative. Peserta juga memberi kuasa untuk membuat apa-apa pemindahan Data, sebagaimana yang diperlukan, kepada E*TRADE Corporate Financial Services, Inc. atau pembekal perkhidmatan pelan saham yang lain sebagaimana yang dipilih oleh Syarikat dari semasa ke semasa, yang membantu Syarikat dalam pelaksanaan, yang membantu Syarikat dalam pelaksanaan, pentadbiran dan pengurusan Pelan dan/atau dengan sesiapa yang mendepositkan syer-syer yang diperolehi melalui pelaksanaan Opsyen. Peserta mengakui bahawa penerima-penerima ini mungkin berada di negara Peserta atau di tempat lain, dan bahawa negara penerima (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara Peserta, yang mungkin tidak boleh memberi tahap perlindungan yang sama kepada Data. Peserta faham bahawa dia boleh meminta senarai nama dan alamat mana-mana individu atau parti yang mungkin akan menjadi penerima Data dengan menghubungi wakil sumber manusia tempatannya. Peserta memberi kuasa kepada Syarikat, pembekal perkhidmatan pelan saham dan mana-mana penerima lain yang mungkin membantu Syarikat (masa sekarang atau pada masa depan) untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaan Peserta dalam Pelan tersebut. Peserta faham bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaannya dalam Pelan tersebut. Peserta faham bahawa dia boleh, pada bila-bila masa, melihat Data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatannya, di mana butir-butir hubungannya adalah Mari McBurney, 30 Pasir Panjang Rd #10-31/32, 117440, Singapore; +65 6216 7812; mari.mcburney@nike.com. Selanjutnya, Peserta memahami bahawa dia memberikan persetujuan di sini secara sukarela. Jika Peserta tidak bersetuju, atau jika Peserta kemudian membatalkan persetujuannya, status pekerjaan atau perkhidmatan dan kerjayanya dengan Majikan tidak akan terjejas; satu-satunya akibat jika dia tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat memberikan opsyen saham pada masa depan atau anugerah ekuiti lain kepada Peserta atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Peserta faham bahawa keengganan atau penarikan balik persetujuannya boleh menjejaskan keupayaannya untuk mengambil bahagian dalam Pelan tersebut. Untuk maklumat lanjut mengenai akibat keengganannya untuk memberikan keizinan atau penarikan balik keizinan, Peserta fahami bahawa dia boleh menghubungi wakil sumber manusia tempatannya .

Director Notification Obligation. If the Participant is a director of the Company’s Malaysian subsidiary, he or she is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary in writing when the Participant receives or disposes of an interest (e.g., an Option, shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

Terms and Conditions

No Entitlement or Claims for Compensation. This provision supplements Section 1 of Appendix A:

By accepting the Option, the Participant understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.

The Company, with registered offices at One Bowerman Drive, Beaverton OR, 97005, U.S.A., is solely responsible for the administration of the Plan and participation in the Plan and, in the Participant’s case, the acquisition of Shares does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis, nor does it establish any rights between the Participant and the Employer.

Plan Document Acknowledgment. By accepting the Option, the Participant acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by accepting the Option, the Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 1 of Appendix A, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and its parent, subsidiaries and affiliates are not responsible for any decrease in the value of the shares underlying the Option.

Finally, the Participant hereby declares that he or she does do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and its parent, subsidiaries and affiliates with respect to any claim that may arise under the Plan.

Spanish Translation

Renuncia de Derecho o Demandas para Compensación. Estas disposiciones complementan el Apartado 1 del Apéndice A:

Al aceptar la Opción, el Participante manifiesta que entiende y está de acuerdo de que cualquier modificación del Plan or del Acuerdo o su terminación no constituye un cambio o desmejora de los términos y las condiciones del empleo.

Declaración de Política. La invitación por parte de la Compañía bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.

La Compañía, con oficinas registradas ubicadas en One Bowerman Drive, Beaverton OR, 97005, EE.UU., es la única responsable por la administración del Plan y la participación en el mismo y, en el caso del Participante, la adquisición de Acciones no establece, de forma alguna, una relación de empleo entre el Participante y la Compañía, ya que la participación en el Plan por parte del Participante es completamente comercial así como tampoco establece ningún derecho entre el Participante y el Empleador.

Reconocimiento del Documento del Plan. Al aceptar la Opción, el Participante reconoce que ha recibido copias del Plan, que harevisado el Plan y el Acuerdo en su totalidad y que entiende y acepta las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al aceptar la opción el Participante reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en el Apartado 1 en el Apéndice A, en lo cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía, así como su sociedad controlante, subsidiarias o filiales no son responsables por cualquier disminución en el valor de las acciones en relación con la Opción.

Finalmente, por medio de la presente, el Participante declara que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y, por lo tanto, otorga el más amplio finiquito al Empleador, así como a la Compañía y su sociedad controlante, subsidiarias o filiales con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

NETHERLANDS

Terms and Conditions

Labor Law Acknowledgment. By accepting the Option, the Participant acknowledges that the Option is intended as an incentive for the Participant to remain employed with the Employer and is not intended as remuneration for labor performed.

PHILIPPINES

Notifications

Securities Law Information. The sale or disposal of Shares acquired under the Plan may be subject to certain restrictions under Philippine securities laws. Those restrictions should not apply if the offer and resale of Shares takes place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the New York Stock Exchange.

POLAND

Notifications

Exchange Control Information. If the Participant transfers funds in excess of €15,000 (or PLN15,000, if such transfer of funds is connected with business activity of an entrepreneur) into or out of Poland in connection with the purchase or sale of shares acquired upon exercise of the Option, the funds must be transferred via a bank in Poland. The Participant is required to retain the documents connected with a foreign exchange transaction for a period of five (5) years, as measured from the end of the year in which such transaction occurred.

Further, if the Participant holds shares acquired upon exercise of the Option and/or maintains a bank or brokerage account abroad, the Participant will have reporting duties to the National Bank of Poland if the total value of securities and cash held in such foreign accounts exceeds PLN7 million. The Participant must file such reports on the transactions and balances of the accounts on a quarterly basis.The Participant should consult with his or her personal legal advisor to determine what he or she must do to fulfill any applicable reporting duties.

PORTUGAL

Terms and Conditions

Language Consent. The Participant hereby expressly declares that he or she has full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and the Agreement.

O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Agreement em inglês).

Notifications

Exchange Control Information. If the Participant holds shares purchased upon exercise of the Option, the acquisition of shares should be reported to the Banco de Portugal for statistical purposes. If the shares are deposited with a commercial bank or financial intermediary in Portugal, such bank or financial intermediary will submit the report on the Participant’s behalf. If the shares are not deposited with a commercial bank or financial intermediary in Portugal, the Participant is responsible for submitting the report to the Banco de Portugal.

RUSSIA

Terms and Conditions

U.S. Transaction and Sale Restrictions. Any Shares issued upon exercise of the Option shall be delivered to the Participant through a brokerage account in the U.S. The Participant may hold the shares in his or her brokerage account in the U.S.; however, in no event will the shares issued to the Participant and/or share certificates or other instruments be delivered to the Participant in Russia. The Participant is not permitted to make any public advertising or announcements regarding the Option or shares in Russia,

or promote these shares to other Russian legal entities or individuals, and the Participant is not permitted to sell or otherwise dispose of the shares directly to other Russian legal entities or individuals. The Participant is permitted to sell shares only on the New York Stock Exchange and only through a U.S. broker.

Notifications

Securities Law Information. This Agreement, the Plan and all other materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Please note that, under the Russian law, the Participant is not permitted to sell the Company’s shares directly to other Russian individuals and the Participant is not permitted to bring share certificates into Russia.

Exchange Control Information. In order to perform a cash exercise of the Option, the Participant must remit the funds from a foreign currency account at an authorized bank in Russia. This requirement does not apply if the Participant uses a cashless method of exercise, such that there is no remittance of funds out of Russia.

Under exchange control regulations, within a reasonably short time after sale of the shares acquired upon exercise of the Option, the Participant must repatriate the sale proceeds to Russia. Such sale proceeds must be initially credited to the Participant through a foreign currency account at an authorized bank in Russia. After the sale proceeds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws.

However, starting January 1, 2018, cash proceeds from the sale of Shares listed on a foreign exchange on the legally approved list (e.g., the New York Stock Exchange) also can be paid directly to the Participant’s foreign bank account opened with a bank located in Organisation for Economic Cooperation Development (“OECD”) or Financial Action Task Force (“FATF”) countries. Further, the repatriation requirement does not apply to dividends paid on Shares, which can be deposited directly into a foreign bank or brokerage account opened with a foreign brokerage firm or bank located in OECD or FATF countries.

Labor Law Information. If the Participant continues to hold Shares acquired at exercise of the Option after an involuntary termination of employment, the Participant may not be eligible to receive unemployment benefits in Russia.

Anti-Corruption Legislation Information. Under anti-corruption laws, individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including shares acquired under the Plan). The Participant is strongly advised to consult with his or her personal legal advisor to determine whether the regulation applies to the Participant.

SINGAPORE

Notifications

Securities Law Information.The Options were granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that his or her Options are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Options unless such sale or offer in Singapore is made (i) after six months from the Grant Date, (ii) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA, or (iii) pursuant to, and in accordance with the condition of, any other applicable provisions of the SFA.

Chief Executive Officer and Director Notification Obligation. If the Participant is the chief executive officer, a director, associate director or shadow director of a Singapore subsidiary of the Company, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean subsidiary in writing when the Participant receives an interest (e.g., Options, Shares) in the Company or any related companies. Please contact the Company to obtain a copy of the notification form. In addition, the Participant must notify the Singapore subsidiary when the Participant sells shares of the Company or any related company (including when the Participant sells shares acquired under the Plan). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of the Participant’s interests in the Company or any related company within two business days of becoming the chief executive officer or a director.

SOUTH AFRICA

Terms and Conditions

Securities Law Acknowledgement. In compliance with South African Securities Law, the Participant acknowledges that he or she has been notified that the documents listed below are available for review online as follows:

1.    a copy of the Company’s most recent Annual Report (Form 10-K), and

2.    a copy of the Company’s most recent Plan Prospectus.

The Participant acknowledges that he or she may have copies of the above documents provided to him or her, at no charge, on request on the Company’s website at http://investors.nike.com.

Responsibility for Taxes. The following provision supplements Section 7 of the Agreement:

By accepting the Option, the Participant agrees that, immediately upon exercise of the Option, he or she will notify the Employer of the amount of any gain realized. If the Participant fails to advise the Employer of the gain realized upon exercise, he or she may be liable for a fine. The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld.

Tax Clearance Certificate for Cash Exercises. If the Participant exercises the Option using a cash exercise method, the Participant must obtain and provide to the Employer, or any third party designated by the Employer or the Company, a Tax Clearance Certificate (with respect to Foreign Investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service (“SARS”). The Participant must renew this Tax Clearance Certificate every twelve months, or such other period as may be required by the SARS. If the Participant exercises by a cashless exercise method whereby no funds are remitted out of South Africa, no Tax Clearance Certificate is required.

Notifications

Exchange Control Information. To participate in the Plan, the Participant must comply with exchange control regulations in South Africa and neither the Company nor the Employer will be liable for any fines or penalties resulting from the Participant’s failure to comply with applicable laws.

Under current South African exchange control regulations, the Participant may invest a maximum of ZAR11,000,000 in offshore investments, including Shares. The first ZAR1,000,000 annual discretionary allowance requires no prior authorization. The next ZAR10,000,000 requires tax clearance. This limit does not apply to non‑resident employees. It is the Participant’s responsibility to ensure that he or she does not exceed this limit. The Participant should note that this is a cumulative allowance and that his or her ability to remit funds for the purchase of the shares will be reduced if the Participant’s foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the Plan. If the Participant wishes to exercise his or her Option through a cash purchase exercise and the ZAR11,000,000 limit would be exceeded upon the exercise of the Option, the Participant may still transfer funds for payment of the shares provided that he or she immediately sells the shares and repatriates the full proceeds to South Africa. There is no repatriation requirement on the sale proceeds if the ZAR11,000,000 limit is not exceeded. If the Participant exercises the Option using a cashless exercise, the value of the shares thus purchased will not be counted against the Participant’s offshore investment allowance.

The Participant should consult his or her personal advisor to ensure compliance with applicable exchange control regulations in South Africa; as such regulations are subject to frequent change. The Participant is responsible for ensuring compliance with all exchange control laws in South Africa.

SPAIN

Terms and Conditions

Nature of Grant. This provision supplements Section 1 of Appendix A:

In accepting the Option, the Participant consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant stock options under the Plan to individuals who may be employees of the Company or a subsidiary or affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any subsidiary or affiliate. Consequently, the Participant understands that the Option is granted on the assumption and condition that the Option and any shares acquired upon exercise of the Option are not part of any employment contract (either with the Company or any subsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the Option would not be granted to the Participant but for the assumptions and conditions referred to herein; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of this Option shall be null and void.

This Option is a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant’s termination of employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause; (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment due to unilateral breach of contract of the Company or any of its subsidiaries; or (5) the Participant’s employment terminates for any other reason whatsoever, except for reasons specified in the Agreement. Consequently, upon termination of the Participant’s employment for any of the reasons set forth above, the Participant may automatically lose any rights to the unvested Options granted to him or her as of the date of the Participant’s termination of employment, as described in the Plan and the Agreement.

Notifications

Securities Law Information. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory in connection with the grant of the Options. The Agreement has not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and does not constitute a public offering prospectus.

Exchange Control Information. The Participant must declare the acquisition and sale of shares to the Dirección General de Comercio y Inversiones (the “DGCI”) for statistical purposes. Because the Participant will not purchase or sell the shares through the use of a Spanish financial institution, the Participant must make the declaration himself or herself by filing a D-6 form with the DGCI. Generally, the D-6 form must be filed each January while the shares are owned.

Further, the Participant is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.

Foreign Asset/Account Reporting Information. To the extent that the Participant holds shares and/or has bank accounts outside Spain with a value in excess of €50,000 (for each type of asset) as of December 31, the Participant will be required to report information on such assets on his or her tax return (tax form 720) for such year. After such shares and/or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported shares or accounts increases by more than €20,000.

SRI LANKA

Terms and Conditions

Settlement of Option. Due to local regulatory requirements, notwithstanding anything to the contrary in the Agreement or the Plan, the Participant will not receive any Shares upon exercise of the Option. Instead, the Participant will receive a cash payment equal to the fair market value of the Shares on the date of exercise less the aggregate exercise price. The Company reserves the right to provide the Participant with other methods of settlement depending on the development of local law.

SWEDEN

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Information. The grant of the Option is considered a private offering in Switzerland and is, therefore, not subject to registration in Switzerland. Neither this document nor any other material related to the Option constitutes a prospectus as such term is understood pursuant to Article 652a of the Swiss Code of Obligations, and neither this document nor any other materials related to the Option may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the Option has been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Supervisory Authority (FINMA)).

TAIWAN

Terms and Conditions

Data Privacy. This provision supplements Section 2 of Appendix A:

TheParticipant hereby acknowledges that he or she has read and understood the terms regarding collection, processing and transfer of Data contained in this Agreement and by participating in the Plan, the Participant agrees to such terms. In this regard, upon request of the Company or the Employer, the Participant agrees to provide an executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in the Participant’s country, either now or in the future. The Participant understands he or she will not be able to participate in the Plan if the Participant fails to execute any such consent or agreement.

Notifications

Securities Law Information. The Option and the Shares underlying the Option are available only for employees of the Company and its subsidiaries and affiliates. It is not a public offer of securities by a Taiwanese company.

Exchange Control Information. The Participant may acquire and remit foreign currency (including proceeds from the sale of shares of Common Stock and the receipt of any dividends) into and out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD500,000 or more in a single transaction, the Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank.

If the transaction amount is US$500,000 or more, the Participant may be required to provide additional supporting documentation to the satisfaction of the remitting bank. The Participant should consult his or her personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

THAILAND

Notifications

Exchange Control Information. If the Participant remits funds out of Thailand to exercise his or her Option, it is the Participant’s responsibility to comply with applicable exchange control laws. Under current exchange control regulations, Participant may remit funds out of Thailand up to US$1,000,000 per year to purchase shares (and otherwise invest in securities abroad) by submitting an application to an authorized agent, (i.e., a commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency). The application includes the Foreign Exchange Transaction Form, a letter describing the Option, a copy of the Plan and related documents, and evidence showing the nexus between the Company and the Employer. If the Participant uses a cashless method of exercise that does not involve remitting funds out of Thailand, this requirement does not apply.

When the Participant sells shares issued upon exercise of the Option or receives dividends, the Participant must immediately repatriate the cash proceeds to Thailand, and then convert such proceeds to Thai Baht within 360 days of repatriation. If the amount of the Participant’s proceeds in a single transaction exceeds US$50,000, the Participant must specifically report the inward remittance to the Bank of Thailand on a foreign exchange transaction form. If the Participant fails to comply with these obligations, the Participant may be subject to penalties assessed by the Bank of Thailand.

The Participant should consult his or her personal advisor prior to taking any action with respect to remittance of cash proceeds into Thailand. The Participant is responsible for ensuring compliance with all exchange control laws in Thailand.

TURKEY

Notifications

Securities Law Information. By accepting the Option, the Participant understands and agrees that he or she is not permitted to sell any Shares acquired under the Plan in Turkey. The Shares are currently traded on the New York Stock Exchange, which is located outside of Turkey, under the ticker symbol “NKE” and the shares may be sold through this exchange.

Exchange Control Information. The Participant likely will be required to engage a Turkish financial intermediary to assist with the purchase of shares upon exercise of the Option, if the Participant uses a cash exercise method, and the subsequent sale of shares acquired under the Plan. As the Participant is solely responsible for complying with the financial intermediary requirements and because the application of the requirements to participation in the Plan is uncertain, the Participant should consult his or her personal legal advisor prior to exercising the Option or selling any shares to ensure compliance.

UNITED ARAB EMIRATES

Notifications

Securities Law Information. The offer of Options under the Plan is made only to certain employees who meet the eligibility requirements in the Plan, and constitutes an “exempt personal offer” of equity incentives to employees in the United Arab Emirates. The Agreement, the Plan, and other incidental communication materials are intended for distribution only to employees and must not be delivered to, or relied on, by any other person.

The Emirates Securities and Commodities Authority and/or the Central Bank have no responsibility for reviewing or verifying any documents in connection with this statement. The Ministry of Economy, the Dubai Department of Economic Development, the Emirates Securities and Commodities Authority, Central Bank and the Dubai Financial Securities Authority, depending on the employee’s location in the United Arab Emirates, have not approved this statement, the Plan, the Agreement or any other documents the Participant may receive in connection with the Option or taken steps to verify the information set out therein, and have no responsibility for such documents.

If the Participant does not understand the contents of the Agreement or the Plan, the Participant should consult his or her personal financial advisor.

UNITED KINGDOM

Terms and Conditions

UK Sub-Plan. The Option is granted under the Rules of the UK Sub-Plan to the NIKE, Inc. Stock Incentive Plan (the “UK Sub-Plan”). By accepting this Option grant, the Participant agrees to all of the terms and conditions of the Option grant, including the UK Sub-Plan. However, if the value at grant of the shares underlying the Option, when combined with the value of the shares underlying other outstanding Options granted under the UK Sub-Plan and held by the Participant, exceeds £30,000, then the number of shares in excess of the threshold will not be subject to the terms applicable to Options granted under the UK Sub-Plan and will not be considered qualified for UK tax purposes.

The following specific modifications to the Agreement apply in relation to the Option granted under the UK Sub-Plan:

Section 5. No adjustment to the Option granted under the UK Sub-Plan shall take effect until it has been approved by HM Revenue and Customs (“HMRC”).

Section 6.1.1. The Option granted under the UK Sub-Plan may be exchanged for shares of a surviving or acquiring corporation only in circumstances where the requirements of paragraphs 26 and 27 of Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003 are satisfied.

Section 7. The NIKE, Inc. Policy for Recoupment of Incentive Compensation shall not apply to any shares acquired pursuant to the Option granted under the UK Sub-Plan.

No Deemed Exercise. Section 5(b) of the Agreement shall not apply to the Participant, unless otherwise determined by the Committee. Instead, any portion of the Option that remains outstanding as of the Expiration Date shall expire and be forfeited as of such date.

Responsibility for Taxes. The following provision supplements Section 7 of the Agreement:

Without limitation to Section 7 of the Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by HMRC (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee national insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Employer for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in Section 7 of the Agreement.

VIETNAM

Terms and Conditions

Method of Exercise. Due to regulatory requirements, the Participant understands that the Participant will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the Participant understands that the Participant needs to instruct his or her broker to: (i) sell all of the Shares issued upon exercise; (ii) use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the balance in cash to the Participant. The Participant will not be permitted to hold shares after exercise. Depending on the development of local laws or the Participant’s country of residence, the Company reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit any other method of exercise and payment of Tax‑Related Items permitted under the Agreement.

No Deemed Exercise. Section 5(b) of the Agreement shall not apply to the Participant, unless otherwise determined by the Committee. Instead, any portion of the Option that remains outstanding as of the Expiration Date shall expire and be forfeited as of such date.

Exchange Control Restrictions. All cash proceeds from the sale of shares as described above must be immediately repatriated to Vietnam. Such repatriation of proceeds may need to be effectuated through a special exchange control account established by the Company or its subsidiary or affiliate, including the Employer. By accepting the Option, the Participant consents and agrees that the cash proceeds may be transferred to such special account prior to being delivered to the Participant.

EX-10.2

NIKE, INC.

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Stock Incentive Plan (the “Plan”) of NIKE, Inc., an Oregon corporation (the “Company”), the Company grants to the individual listed below (the “Participant”) the number of restricted stock units (“RSUs”) set forth below. The grant of RSUs obligates the Company to deliver one share of the Company’s Class B Common Stock (a “Share”) for each RSU upon vesting, subject to the terms and conditions of this agreement between the Company and the Participant (this “Agreement”). The Company also agrees that upon the vesting of each RSU, the Company will make a dividend equivalent cash payment with respect to such vested RSU in an amount equal to the total amount of dividends paid per Share for which the dividend record dates occurred after the Grant Date set forth below and before the date of delivery of the underlying Share (the “Dividend Equivalent Payment”). By accepting this RSU grant, the Participant agrees to all of the terms and conditions of the Plan, the Agreement and any Appendices included with the Agreement. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

1.    Grant Terms.

Grant Terms	Grant Details
Participant
RSUs
Grant Date

The RSUs will vest on the date(s) shown below with respect to the number of RSUs opposite such date(s):

Units Vesting Dates

2.    Termination of Employment or Service. Except as provided in this Section 2, no RSUs will vest unless the Participant is employed by or in the service of the Company on the applicable vesting date and shall have been so employed or provided such service continuously since the Grant Date. For purposes of this Agreement, the Participant is considered to be employed by or in the service of the Company if the Participant is employed by or in the service of the Company or any parent or subsidiary corporation of the Company (an “Employer”). If the Participant’s employment or service with the Company terminates for any reason other than the reasons specified in the subsections below, all unvested RSUs shall terminate and be forfeited on the date of such termination.

a) Death or Disability. If the Participant’s employment or service with the Company terminates because of death or total disability (within the meaning of Section 22(e)(3) of the Code), the RSUs shall immediately vest in full.

b) Absence on Leave. Absence on leave or on account of illness or disability under rules established by the committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”) shall not be deemed an interruption of employment or service.

c) Change in Control. In the event of a Change in Control, treatment shall be pursuant to the terms provided in the Plan, provided that “Good Reason” shall have the meaning provided in the Plan, except that:

i) clause (A) of the “Good Reason” definition shall be replaced in its entirety with the following language: “the assignment of a different title, job or responsibilities that results in a material decrease in the level of responsibility of the award holder after Shareholder Approval, if applicable, or the Change in Control when compared to the award holder’s level of responsibility for the Company’s operations prior to Shareholder Approval, if applicable, or the Change in Control; provided that Good Reason shall not exist if the award holder continues to have the same or a greater general level of responsibility for Company operations after the Change in Control as the award holder had prior to the Change in Control even if the Company operations are a subsidiary or division of the surviving company,” and

ii) the following language shall be added to the end of the “Good Reason” definition: “Notwithstanding any provision in this Agreement or the Plan to the contrary, a termination of an employment or other service relationship by the

award holder will not be for Good Reason unless (1) the award holder notifies the Company in writing of the existence of the condition that the award holder believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (ii) the Company fails to remedy such condition within thirty (30) days after the date that it receives such notice (the “Remedial Period”), and (iii) the award holder actually terminates the award holder’s employment or other service relationship within thirty (30) days after the expiration of the Remedial Period. If the award holder terminates his or her employment or other service relationship before the expiration of the Remedial Period or after the Company remedies the condition, then the award holder’s termination will not be considered to be for Good Reason.”

3.    Rights as a Shareholder. The Participant shall have no rights as a shareholder with respect to any RSU, whether vested or unvested, or any Share underlying such RSU, until the RSU vests and the Participant becomes the holder of record of the underlying Share. Except as explicitly provided in this Agreement or the Plan, no adjustment shall be made for dividends or other rights for which the record date occurs before the date the Participant becomes the holder of record.

4.    Clawback. The Company may require the Participant to deliver or otherwise repay to the Company the RSUs and any Shares or other amount or property that may be issued, delivered or paid in respect of the RSUs, as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property, as follows:

a) If, during the period of the Participant’s employment or service with the Company or an Employer (the “Employment Period”) or at any time thereafter, the Participant has committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information of the Company or any of its subsidiaries or otherwise has breached any employee invention and secrecy agreement or similar agreement with the Company or any of its subsidiaries;

b) If, during the Employment Period or at any time thereafter, the Participant has committed or engaged in an act of theft, embezzlement or fraud, breached any covenant not to compete or non-solicitation or non-disclosure agreement or similar agreement with the Company or any of its subsidiaries, or materially breached any other agreement to which the Participant is a party with the Company or any of its subsidiaries;

c) Pursuant to any applicable securities, tax or stock exchange laws, rules or regulations relating to the recoupment or clawback of incentive compensation, as in effect from time to time;

d) Pursuant to the NIKE, Inc. Policy for Recoupment of Incentive Compensation as approved by the Committee and in effect on the Grant Date, or such other policy for clawback or recoupment of incentive compensation as may subsequently be approved from time to time by the Committee; or

e) If, during the Employment Period or the one (1) year period thereafter (the “Restriction Period”), the Participant, directly or indirectly, owns, manages, controls or participates in the ownership, management or control of, or becomes employed by, consults for or becomes connected in any manner with, any business engaged anywhere in the world in the athletic footwear, athletic apparel or sports equipment, sports electronics/technology and sports accessories business or any other business that directly competes with the then-current existing or reasonably anticipated business of the Company or any of its parent, subsidiaries or affiliated corporations (a “Competitor”); the Company has the option, in its sole discretion, to elect to waive all or a portion of the Restriction Period or to limit the definition of Competitor.

5.    Delivery. Except as otherwise provided in the Plan or this Agreement, within 30 days after any of the RSUs become vested, the Company shall deliver to the Participant for each RSU that vested (a) one Share in either certificated form, uncertificated form or via book entry credit, and (b) the Dividend Equivalent Payment. Notwithstanding the foregoing, if (i) the Participant’s employment or service is terminated by the Company or Employer without Cause or the Participant’s employment or service is terminated by the Participant for Good Reason after Shareholder Approval but before a Change in Control and (ii) the Change in Control occurs within one year following such termination, such Shares and the Dividend Equivalent Payment shall be delivered simultaneously with the closing of the Change in Control such that the Participant will participate as a shareholder in receiving proceeds from such transaction with respect to those Shares.

6.    Nontransferability. The RSUs are nonassignable and nontransferable by the Participant, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the Participant’s domicile at the time of death.

7.    Responsibility for Taxes.

a) The Participant acknowledges that, regardless of any action taken by the Companyor, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant even if technically due by the Company or the Employer (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually

withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or any Dividend Equivalent Payment, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

b) The Participant shall, immediately upon notification of the amount due, if any, pay to the Company by wire transfer, or irrevocably instruct a broker to pay from stock sales proceeds, amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required (as a result of vesting or settlement of any RSUs or as a result of the disposition of Shares acquired pursuant to the vesting of any RSUs) beyond any amount deposited before delivery of the Shares, the Participant shall pay such amount to the Company, by wire transfer, on demand. If the Participant fails to pay the amount demanded, the Company or the Employer may withhold that amount from other amounts payable to the Participant, including salary, subject to applicable law.

8.    Changes in Capital Structure. If the outstanding Shares are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares or dividend payable in shares, appropriate adjustment shall be made by the Committee in the number and kind of shares subject to the unvested RSUs so that the Participant’s proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Committee. Any such adjustments made by the Committee shall be conclusive.

9.    Electronic Delivery/Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by theCompany. If the Participant does not complete the on-line or electronic acceptance process, the Participant will be deemed to have accepted the RSUs and have agreed to the terms provided in the Plan and this Agreement prior to the first vest date.

10.    Additional Company Provisions.

a) Conditions on Obligations. The Company shall not be obligated to issue Shares upon vesting of the RSUs if the Company is advised by its legal counsel that such issuance would violate applicable U.S. or non-U.S. state or federal laws or regulations, including securities laws or exchange control regulations.

b) Imposition of Other Requirements. The Company reserves the right to impose other requirements upon the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

c) Amendments. The Company may at any time amend this Agreement, provided that no amendment that adversely impacts the rights of the Participant under this Agreement may be made without the Participant’s written consent.

d) Committee Determinations. The Participant agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee or other administrator of the Plan as to the provisions of the Plan or this Agreement or any questions arising thereunder or hereunder.

e) Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

f) Governing Law; Attorneys’ Fees. The RSUs and the provisions of this Agreement are governed by, and subject to, the laws of the State of Oregon. For purposes of litigating any dispute that arises under this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of, and agree that such litigation shall exclusively be conducted in, the courts of Washington County, Oregon or the United States District Court for the District of Oregon, where this grant is made and/or to be performed. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the trial court and, upon any appeal, the appellate court.

g) Section 409A. The parties intend that this Agreement and the benefits provided hereunder be exempt from the requirements of Section 409A of the Code to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise. To the extent Section 409A of the Code is applicable to this Agreement and such benefits, the parties intend that this Agreement and such benefits comply with the deferral, payout, and other limitations and restrictions imposed under Section 409A of the Code. Notwithstanding any other provision of this Agreement or any other agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, any delivery or distribution contemplated under this Agreement will be made to a Participant who is a “specified employee” (as defined in the NIKE, Inc. Deferred Compensation Plan or any subsequent deferred compensation plan of the Company, as in effect from time to time) at the time of a “separation from service” (within the meaning of Section 409A of the Code) within thirty (30) days following the earlier of (i) the expiration of the six-month period following the Participant’s separation from service, and (ii) the Participant’s death, to the extent such delayed payment is otherwise required to avoid a prohibited distribution under Section 409A of the Code. For purposes of Section 409A of the Code, each payment or benefit payable pursuant to this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, this Agreement and the Plan may be amended by the Company at any time, without the consent of any party, to the extent necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid or RSUs granted under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to the Participant or his or her estate or any other party for any taxes, penalties or interest due on amounts paid or payable under this Agreement, including taxes, penalties or interest imposed under Section 409A of the Code.

11.    Additional Participant Provisions

a) No Right to Employment or Service. Nothing in the Plan or this Agreement shall (i) confer upon the Participant any right to be continued in the employment of an Employer or interfere in any way with the Employer’s right to terminate the Participant’s employment at will at any time, for any reason, with or without Cause, or to decrease the Participant’s compensation or benefits, or (ii) confer upon the Participant any right to be retained or employed by the Employer or to the continuation, extension, renewal or modification of any compensation, contract or arrangement with or by the Employer. The determination of whether to grant any RSUs under the Plan is made by the Company in its sole discretion. The grant of the RSUs shall not confer upon the Participant any right to receive any additional RSUs or other award under the Plan or otherwise.

b) No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

c) Transfer of Rights and Benefits; Successors. This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Company’s successors and assigns. Subject to the restrictions on transfer of this Agreement, this Agreement shall be binding upon the Participant’s heirs, executors, administrators, successors and assigns.

12.    Appendices A and B. Notwithstanding any provisions in this Agreement, if the Participant is a resident of any country other than the United States, the grant of RSUs shall be subject to the special terms and conditions set forth in the Appendix A to this Agreement and any country-specific terms and conditions for the Participant’s country set forth in Appendix B to this Agreement. Moreover, if the Participant relocates outside of the United States to one of the countries included in Appendix B, or from one such country to another such country, the special terms and conditions for all non-U.S. participants and for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendices A and B constitutes part of this Agreement.

13.    Complete Agreement. This Agreement, including the Appendices A and B, and the Plan constitute the entire agreement between the Participant and the Company, both oral and written, concerning the matters addressed herein, except with regard to the imposition of other requirements as described under Section 10(b) above, and all prior agreements or representations concerning the matters addressed herein, whether written or oral, express or implied, are terminated and of no further effect.

APPENDIX A

TO THE

RESTRICTED STOCK UNIT AGREEMENT

SPECIAL TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS

This Appendix A includes additional terms and conditions that govern RSUs for Participants residing outside of the United States. Capitalized terms not explicitly defined in this Appendix A but defined in the Agreement shall have the same definitions as in the Agreement.

1.    Nature of Grant. In accepting the RSUs, the Participant understands, acknowledges and agrees that:

1.1 the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

1.2 the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

1.3 all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

1.4 the RSUs grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company;

1.5 the Participant is voluntarily participating in the Plan;

1.6 the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;

1.7 the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

1.8 unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income from and value of same, are not granted for, or in connection with, any service the Participant may provide as a director of any parent or subsidiary corporation of the Company;

1.9 the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

1.10 no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of the Participant’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs, the Participant agrees not to institute any claim against the Company, any parent or subsidiary corporation of the Company, including the Employer;

1.11 unless otherwise provided in the Plan or by the Company in its discretion, the Shares and benefits evidenced by this Agreement do not create any entitlement to have the Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporation transaction affecting the Shares; and

1.12 neither the Company, the Employer nor any parent or other subsidiary corporation of the Company shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the Dividend Equivalent Payment or the subsequent sale of any Shares acquired upon vesting of the RSUs.

2.    Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and any parent or subsidiary corporation for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any Shares or directorships

held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to E*TRADE Corporate Financial Services, Inc. and any of its affiliated companies (“E*TRADE”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant authorizes the Company, E*TRADE and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, his or her employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

Upon request of the Company or the Employer, the Participant agrees to provide a separate executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering his or her participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that he or she will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

3.    Language. The Participant acknowledges that he or she is sufficiently proficient in English to understand the terms and conditions of this Agreement. Furthermore, if the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

4.    Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, the broker’s country, or the country in which the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to accept, acquire, sell, or attempt to sell, or otherwise dispose of Shares or rights to Shares (e.g., RSUs), or rights linked to the value of Shares, during such times as the he or she is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the applicable jurisdictions, including the United States and the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before possessing inside information. Furthermore, the Participant may be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the applicable Company Insider Trading Policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on this matter.

5.    Foreign Asset/Account Reporting Requirements. The Participant acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

APPENDIX B

TO THE

RESTRICTED STOCK UNIT AGREEMENT

COUNTRY-SPECIFIC TERMS FOR NON-U.S. PARTICIPANTS

This Appendix B includes additional terms and conditions that govern RSUs for Participants residing and/or working in the countries below. Capitalized terms not explicitly defined in this Appendix B but defined in the Agreement shall have the same definitions as in the Agreement.

This Appendix B also includes information regarding certain issues of which the Participant should be aware with respect to participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2018. Such laws are often complex and change frequently. In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of a particular result.

By accepting the RSUs, the Participant agrees to comply with applicable laws associated with participation in the Plan. The Participant further acknowledges that if he or she has any questions regarding his or her responsibilities in this regard, the Participant will seek advice from his or her personal legal advisor, at his or her own cost, and further agrees that neither the Company, nor any parent or subsidiary corporation of the Company, including the Employer, will be liable for any fines or penalties resulting from Participant’s failure to comply with applicable laws concerning the Participant's participation in the Plan.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, transfers employment and/or residency after the RSUs are granted or is considered resident of another country for local law purposes, the information contained herein may not be applicable to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to the Participant.

ARGENTINA

Notifications

Securities Law Information. Shares of the Company are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.

Exchange Control Information. Exchange control regulations in Argentina are subject to frequent change. The Participant is solely responsible for complying with any applicable exchange control rules and should consult with his or her personal legal advisor prior to receiving proceeds from the sale of Shares acquired upon vesting of the RSUs, cash dividends or Dividend Equivalent Payments.

Foreign Asset/Account Reporting Information. If the Participant holds Shares (acquired upon vesting of the RSUs or otherwise) as of December 31, the Participant is required to report certain information regarding the Shares on his or her annual tax return.

AUSTRALIA

Terms and Conditions

Data Privacy. This provision supplements Section 2 of Appendix A:

The Company can be contacted at One Bowerman Drive, Beaverton OR, 97005, U.S.A. The Australian Employer can be contacted at NIKE Australia Pty. Ltd., 28 Victoria Crescent, PO Box 443, Abbotsford VIC 3067, Australia or Hurley Australia Pty. Ltd., 24 Cross Street, Brookvale NSW 2100, Australia, as applicable.

The Participant’s Data will be held in accordance with the Company’s privacy policy, a copy of which can be obtained by contacting the Company or the Australian Employer at the address listed above. The Company’s privacy policy contains, among other things, details of how the Participant can access and seek correction of Data held in connection with this Agreement.

The Participant understands and agrees that Data may be transferred to recipients located outside of Australia, including the United States and any other country where the Company has operations.

Breach of Law. Notwithstanding anything else in the Plan or the Agreement, the Participant will not be entitled to, and shall not claim any benefit (including without limitation a legal right) under the Plan if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Employer is under no obligation to seek or obtain the approval of its shareholders in a general meeting for the purpose of overcoming any such limitation or restriction.

Australian Offer Document. The offer of RSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of RSUs to Australian resident employees, which will be provided to the Participant with the Agreement.

Notifications

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding AUD10,000 and for international fund transfers. If an Australian bank is assisting with the transaction, the bank will file the report on behalf of the Participant.

Tax Information. The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in the Act).

AUSTRIA

Notifications

Exchange Control Information. If the Participant holds Shares obtained through the Plan outside of Austria, the Employee must submit a report to the Austrian National Bank. An exemption applies if the value of the Shares as of any given quarter does not meet or exceed €30,000,000 or as of December 31 does not meet or exceed €5,000,000. If the former threshold is exceeded, quarterly obligations are imposed, whereas if the latter threshold is exceeded, annual reports must be given. If quarterly reporting is required, the reports must be filed by the fifteenth day of the month following the last day of the respective quarter. The annual reporting date is as of December 31 and the deadline for filing the annual report is January 31 of the following year.

When Shares are sold, or cash dividends or Dividend Equivalent Payments are received, there may be exchange control obligations if the cash received is held outside Austria. If the transaction volume of all the Participant’s accounts abroad meets or exceeds €10,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month.

BELGIUM

Notifications

Foreign Asset/Account Reporting Information. Belgium residents are required to report any securities held (including Shares) or bank or brokerage accounts opened and maintained outside Belgium on their annual tax returns. In a separate report, Belgium residents are also required to provide the National Bank of Belgium with the account details of any such foreign accounts (including the account number, bank name and country in which any such account was opened). This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption. The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

Stock Exchange Tax. From January 1, 2017, a stock exchange tax applies to transactions executed by a Belgian resident through a non-Belgian financial intermediary, such as E*TRADE. The stock exchange tax likely will apply when the Shares are sold. The Participant should consult with his or her personal tax advisor for additional details on his or her obligations with respect to the stock exchange tax.

BRAZIL

Terms and Conditions

Compliance with Law. By accepting the RSUs, the Participant acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs, the receipt of any dividends or any Dividend Equivalent Payments, and the sale of Shares issued upon vesting of the RSUs.

Labor Law Acknowledgement. By accepting the RSUs, the Participant agrees that he or she is (i) making an investment decision, (ii) the Shares will be issued to the Participant only if the vesting conditions are met, and (iii) the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to the Participant.

Notifications

Exchange Control Information. Brazilian residents are required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000. Quarterly reporting is required if such amount exceeds US$100,000,000. Assets and rights that must be reported include Shares issued upon vesting of the RSUs.

Tax on Financial Transaction (IOF). Repatriation of funds (e.g., sale proceeds) into Brazil and the conversion of USD into BRL associated with such fund transfers may be subject to the Tax on Financial Transactions. It is the Participant’s responsibility to comply with any applicable Tax on Financial Transactions arising from his or her participation in the Plan. The Participant should consult with his or her personal tax advisor for additional details.

CANADA

Terms and Conditions

Settlement of RSUs. Notwithstanding any discretion contained in the Plan, the grant of RSUs does not provide any right for the Participant to receive a cash payment. The RSUs are payable in Shares only.

Termination of Employment or Service. This provision replaces the third sentence of the first paragraph of Section 2 of the Agreement:

For purposes of the RSUs, except as provided in this Section 2, in the event of termination of the Participant's employment or service, the Participant's right to vest in the RSUs under the Plan, if any, will terminate and all unvested RSUs shall be forfeited on the date of termination; provided, however, that the committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”) may determine, in its sole discretion, that, if the Participant’s termination is due to any reason other than total disability or death (whether or not later found to be in invalid or in breach of employment laws where the Participant is providing services or the terms of the Participant’s employment or service agreement, if any), vesting will cease and all unvested RSUs shall be forfeited as of the date that is the earlier of: (1) the date the Participant’s employment or service relationship is terminated, (2) the date the Participant receives notice of termination of employment or service, or (3) the date the Participant is no longer actively employed by or in the service regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law and/or common law).

The following provisions will apply if the Participant is a resident of Quebec:

French Language Provision. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents exécutés, avis donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention.

Data Privacy. This provision supplements Section 2 of Appendix A:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, any parent or subsidiary corporation of the Company and the Committee to disclose and discuss the RSUs with their advisors. The Participant further authorizes the Company and any parent or subsidiary corporation of the Company to record such information and to keep such information in the Participant’s employee file.

Notifications

Securities Law Information. The Participant will not be permitted to sell or otherwise dispose of the Shares acquired under the Plan within Canada. The Participant will be permitted to sell or dispose of any Shares only if such sale or disposal takes place outside of Canada through the facilities of the stock exchange on which the Shares are traded (i.e., the New York Stock Exchange).

Foreign Asset/Account Reporting Information. If the total value of the Participant’s foreign property exceeds C$100,000 at any time during the year, the Participant must report all of his or her foreign property on Form T1135 (Foreign Income Verification Statement) by April 30 of the following year. Foreign property includes Shares acquired under the Plan and may include the RSUs. The RSUs must be reported--generally at a nil cost--if the $100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would normally equal the fair market value of the Shares at vesting, but if the Participant owns other shares, this ACB may have to be averaged with the ACB of the other shares. The Participant should speak with a personal tax advisor to determine the scope of foreign property that must be considered for purposes of this requirement.

CHILE

Notifications

Securities Law Information. The offer of the RSUs constitutes a private offering in Chile effective as of the Grant Date. The offer of the RSUs is made subject to general ruling n° 336 of the Chilean Superintendence of Securities and Insurance (“SVS”).  The offer refers to securities not registered at the securities registry or at the foreign securities registry of the SVS, and, therefore, such securities are not subject to oversight of the SVS.  Given that the RSUs are not registered in Chile, the Company is not required to provide information about the RSUs or the Shares in Chile. Unless the RSUs and/or the Shares are registered with the SVS, a public offering of such securities cannot be made in Chile.

Ley de valoes. La oferta de las Unidades de Acciones Restringidas se considera una oferta privada in Chile efectiva a partir de la Fecha de la Concesión.  La oferta de las Unidades de Acciones Restringidas se hace sujeta a la regla general no. 336 de la Superintendencia de Valores y Seguros Chilena (“SVS”).  La oferta se refiere a valores no inscritos en el registro de valores o en el registro de valores extranjeros de la SVS y, por lo tanto, tales valores no están sujetos a la fiscalización de ésta.  Dado que las Unidades de Acciones Restringidas no están registradas en Chile, no se requiere que la Compañía provea información sobre las Unidades de Acciones Restringidas o Acciones Bursátiles en Chile.  Salvo que las Unidades de Acciones Restringidas y/o acciones estén registradas con la SVS, no puede hacerse una oferta pública de tales valores en Chile.

Exchange Control Information. The Participant is not required to repatriate funds obtained from the sale of Shares or the receipt of any dividends or Dividend Equivalent Payments. However, if the Participant decides to repatriate such funds, the Participant must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, the Participant must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

If the Participant’s aggregate investments held outside of Chile meets or exceeds US$5,000,000 (including the Shares or cash proceeds obtained under the Plan), the Participant must report the investments quarterly to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

Please note that exchange control regulations in Chile are subject to change. The Participant should consult with his or her personal legal advisor regarding any exchange control obligations that the Participant may have prior to vesting in the RSUs or receiving proceeds from the sale of acquired upon vesting of the RSUs, cash dividends or Dividend Equivalent Payments.

Annual Tax Reporting Obligation. The Chilean Internal Revenue Service (“CIRS”) requires Chilean residents to report the details of their foreign investments on an annual basis. Foreign investments include Shares acquired under the Plan. Further, if the Participant wishes to receive a credit against his or her Chilean income taxes for any taxes paid abroad, the Participant must also report the payment of taxes abroad to the CIRS. These reports must be submitted electronically through the CIRS website at www.sii.cl in accordance with applicable deadlines. In addition, Shares acquired upon settlement of the RSUs must be registered with the CIRS’s Foreign Investment Registry.

CHINA

Terms and Conditions

The following provisions apply to People’s Republic of China (“PRC”) nationals and any other individuals who are subject to exchange control requirements in China, as determined by the Company in its sole discretion.

Settlement of Restricted Stock Units and Sale of Shares. The Participant agrees to maintain any Shares the Participant obtains upon vesting in an account with the designated Plan broker prior to sale. Further, if deemed necessary or advisable by the Company, the Participant agrees to immediately sell all Shares issued upon vesting of the RSUs or within such period upon termination of the Participant’s status as a service provider as determined by the Company. The Participant agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Participant’s behalf pursuant to this authorization without further consent) and the Participant expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Participant agrees to sign any forms and/or consents required by the Company’s broker to effectuate the sale of Shares. The Participant acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price.

Upon the sale of the Shares, the Company agrees to pay the Participant the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant acknowledges that the Participant is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of the Agreement.

Exchange Control Requirements. The Participant understands and agrees that, pursuant to local exchange control requirements, the Participant will be required to immediately repatriate the sale proceeds, and cash dividends paid on such Shares and any Dividend Equivalent Payments to China. The Participant further understands that, under local law, such repatriation of his or her proceeds may need to be effectuated through a special exchange control account established by the Company, any parent or subsidiary corporation of the Company, including the Employer, and the Participant hereby consents and agrees that any proceeds may be transferred to such special account prior to being delivered to the Participant.

Proceeds may be paid to the Participant in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to the Participant in U.S. dollars, the Participant will be required to set up a U.S. dollar bank account in China (if he or she has not already done so) and provide the bank account details to the Employer and/or the Company so that the proceeds may be deposited into this account. If the proceeds are paid to the Participant in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Additional Restrictions. The RSUs will not vest and the Shares will not be issued at vesting unless the Company determines that such vesting and the issuance and delivery of Shares complies with all relevant provisions of law. Further, the Company is under no obligation to vest the RSUs and/or issue Shares if the Company’s SAFE approval becomes invalid or ceases to be in effect by the time the Participant vests in the RSUs.

Notifications

Exchange Control Information. Chinese residents may be required to report to the State Administration of Foreign Exchange all details of their foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-Chinese residents.

CZECH REPUBLIC

Notifications

Exchange Control Information. The Czech National Bank may require the Participant to fulfill certain notification duties in relation to the RSUs and the opening and maintenance of a foreign account. However, because exchange control regulations change frequently and without notice, the Participant should consult with his or her personal legal advisor prior to the vesting of the RSUs and the sale of Shares to ensure compliance with current regulations. It is the Participant’s responsibility to comply with any applicable Czech exchange control laws.

FRANCE

Terms and Conditions

French RSU Sub-Plan. The RSUs are intended to qualify for the special tax and social security treatment in France applicable to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code, as amended, and are subject to the provisions below and the Rules of the NIKE, Inc. Stock Incentive Plan for Restricted Stock Units Granted to Participants in France (the “French RSU Sub-Plan”), which has been provided to the Participant and is incorporated herein. The Company does not undertake to maintain the qualified status of the RSUs and the Participant will not be entitled to damages of any nature whatsoever if the RSUs become disqualified. Capitalized terms not defined herein will have the same meanings as set forth in the French RSU Sub-Plan and the Agreement.

Vesting Schedule. This provision supplements Section 1 of the Agreement:

Notwithstanding the vesting schedule set forth in Section 1 of the Agreement, the RSUs will not vest and the underlying Shares will not be delivered to the Participant prior to the expiration of any specific period calculated from the Grant Date as may be required to comply with the minimum mandatory vesting period applicable to French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or under the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security treatment in France. The applicable minimum mandatory vesting period currently is one year from the Grant Date.

Termination Due to Death. This provision supplements Section 2 of the Agreement:

Notwithstanding anything to the contrary in Section 2 of the Agreement or in the Plan, in the case of the Participant’s death, the Shares subject to unvested RSUs will vest only if the Participant’s heir or heirs request the delivery of the Shares subject to the RSUs within a period of six months following the Participant’s death. If a timely request is made, the RSUs will be settled in Shares as soon as practicable following the request. If no such request is made within six months following the Participant’s death, the RSUs will be forfeited.

Mandatory Holding Period. Notwithstanding anything to the contrary in the Agreement or in the Plan, any Shares issued to the Participant upon settlement of the RSUs must be held (and cannot be sold or transferred) until the expiration of a period which currently shall not be less than two years from the Grant Date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-Qualified RSUs under Section L. 225-197-1 of the French Commercial Code, as amended, or under the relevant sections of the French Tax Code or the French Social Security Code, as amended, to benefit from the special tax and social security treatment in France; provided, however, that this mandatory holding period will not apply in the event the Participant dies or terminates due to Disability (as defined in the French RSU Sub-Plan). In order to enforce this provision, the Company may, in its discretion, issue appropriate “stop transfer” instructions to its transfer agent or hold the Shares until the expiration of the mandatory holding period set forth above. Such Shares may be held by the Company, a transfer agent designated by the Company or with a broker designated by the Company.

Closed Periods. Notwithstanding the mandatory holding period and even after such holding period has expired, any Shares acquired upon vesting of the RSUs may not be sold during certain Closed Periods as provided for and defined by Section L. 225-197-1 of the French Commercial Code, as amended, and by the French RSU Sub-Plan, for so long as and to the extent that the Closed Periods are applicable to the Shares underlying French-Qualified RSUs granted by the Company.

Language Consent. By accepting the RSUs, the Participant confirms having read and understood the documents relating to this grant (the Plan,the Agreement and the Appendices) which were provided in English language. The Participant accepts the terms of those documents accordingly.

En acceptant l’attribution (RSUs), le Participant confirme ainsi avoir reçu lu et compris les documents relatifs à cette attribution (le Plan, le Contrat et les Annexes) qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

Notifications

Foreign Asset/Account Reporting Information. French residents are required to report all foreign accounts (whether open, current or closed) to the French tax authorities when filing their annual tax returns. The Participant should consult his or her personal advisor to ensure compliance with applicable reporting obligations.

GERMANY

Notifications

Exchange Control Information. If the Participant receives cross-border payments in excess of €12,500 in connection with the sale of securities (including Shares acquired under the Plan) or the receipt of any dividends or Dividend Equivalent Payments, such payment must be reported monthly to the Deutsche Bundesbank (the German Federal Bank). The Participant is responsible for the reporting obligation and should file the report electronically by the fifth day of the month following the month in which the payment is made. A copy of the report (Allgemeine Meldeportal Statistik) can be accessed via the Deutsche Bundesbank’s website at www.bundesbank.de and is available in both German and English.

GREECE

There are no country-specific provisions.

HONG KONG

Terms and Conditions

Settlement of RSUs. Notwithstanding any discretion contained in the Plan, the grant of RSUs does not provide any right for the Participant to receive a cash payment. The RSUs are payable in Shares only.

Sale Restriction. Sharesreceived at vesting are accepted as a personal investment. Notwithstanding anything contrary in the Agreement or the Plan, in the event the RSUs vest and Shares are issued to the Participant within six months of the Grant Date, the Participant agrees that the Participant will not offer to the public or otherwise dispose of any Shares acquired prior to the six-month anniversary of the Grant Date.

Notifications

Securities Law Information: Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. The Participantis advised to exercise caution in relation to the offer. If the Participantis in any doubt about any of the contents of this document, he or she should obtain independent professional advice.The RSUs and Shares acquired upon vesting of the RSUs do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company, or any parent or subsidiary corporation. The Plan, the Agreement, and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. The RSUs is intended only for the personal use of each eligible employee of the Employer, the Company or any parent or subsidiary corporation of the Company and may not be distributed to any other person.

Nature of Scheme.The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

INDIA

Notifications

Exchange Control Information. Indian residents are required to repatriate to India all proceeds received from the sale of Shares within 90 days of receipt and any dividends or Dividend Equivalent Payments within 180 days of receipt, or within such other period of time as may be required under applicable regulations. The Participant must maintain the foreign inward remittance certificate received from the bank where the foreign currency is deposited in the event that the Reserve Bank of India or the Company requests proof of repatriation.It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts and any foreign financial assets (including Shares held outside India) in the Participant’s annual tax return. The Participant is responsible for complying with this reporting obligation and should confer with his or her personal tax advisor in this regard.

INDONESIA

Notifications

Exchange Control Information. Indonesian residents must provide the Indonesian central bank, Bank Indonesia, with information on foreign exchange activities on an online monthly report no later than the fifteenth day of the following month.

In addition, if the Participant remits proceeds from the sale of Shares or dividends or Dividend Equivalent Payments into Indonesia, the Indonesian Bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. Although the bank through which the transaction is made is required to make the report, the Participant must complete a “Transfer Report Form.” For transactions of US$10,000 or more, a description of the transaction must be included in the report.

IRELAND

Notifications

Director Notification Obligation. Directors, shadow directors and secretaries of the Company’s Irish parent or subsidiary corporation whose interest in the Company represents more than 1% of the Company’s voting share capital are subject to certain notification requirements under the Irish Companies Act. Directors, shadow directors and secretaries must notify the Irish parent or subsidiary corporation in writing of their interest in the Company (e.g., RSUs, Shares, etc.), if the Participant becomes aware of the event giving rise to the notification requirement, or if the Participant becomes a director or secretary if such an interest exists at that time. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).

ISRAEL

Terms and Conditions

Settlement of RSUs. Due to local requirements, notwithstanding anything to the contrary in the Agreement or the Plan, the Participant will not receive any Shares upon settlement of the RSUs. Instead, the Participant will receive a cash payment equal to the fair market value of the number of Shares that vested pursuant to the RSUs on the applicable vesting date. The Company reserves the right to provide the Participant with other methods of settlement depending on the development of local law.

ITALY

Terms and Conditions

Data Privacy Notice. This provision replaces Section 2 of Appendix A:

The Participant understands that the Company and the Employer as a data processor of the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any Shares of stock or directorships held in the Company or any parent or subsidiary corporation, details of all RSUs or any other entitlement to Shares of stock awarded, cancelled, vesting, vested, unvested or outstanding in the Participant’s favor, and that the Company and the Employer will process said data and other data lawfully received from third parties (collectively, “Personal Data”) for the exclusive purpose of managing and administering the Plan and complying with applicable laws, regulations and legislation.

The Participant also understands that providing the Company with Personal Data is mandatory for compliance with laws and is necessary for the performance of the Plan and that the Participant’s denial to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Participant’s ability to participate in the Plan. The Participant understands that Personal Data will not be publicized, but it may be accessible by the Employer as a data processor of the Company and within the Employer’s organization by its internal and external personnel in charge of processing. Furthermore, Personal Data will be transferred to E*TRADE Corporate Financial Services, Inc. and any of its affiliated companies (“E*TRADE”) in which is assisting the Company with the management and administration of the Plan. The Participant understands that Personal Data may also be transferred to the independent registered public accounting firm engaged by the Company, and also to the legitimate addressees under applicable laws. The Participant further understands that the Company and any parent or subsidiary corporation will transfer Personal Data amongst themselves and to E*TRADE

as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan. Such recipients may receive, possess, use, retain and transfer Personal Data in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that these recipients may be acting as controllers, processors or persons in charge of processing, as the case may be, according to applicable privacy laws, and that they may be located in or outside the European Economic Area, such as in the United States or elsewhere, including countries that do not provide an adequate level of data protection as intended under Italian privacy law.

Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete Personal Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

The Participant understands that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Personal Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of Personal Data abroad, including outside of the European Economic Area, as specified herein and pursuant to applicable laws and regulations, does not require the Participant’s consent thereto as the processing is necessary to performance of law and contractual obligations related to implementation, administration and management of the Plan. The Participant understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right at any moment to, including, but not limited to, obtain confirmation that Personal Data exists or not, access, verify its content, origin and accuracy, delete, update, integrate, correct, block or stop, for legitimate reason, the Personal Data processing. To exercise privacy rights the Participant should address the Data Controller as defined in the employee privacy policy. Furthermore, the Participant is aware that Personal Data will not be used for direct marketing purposes. In addition, Personal Data provided can be reviewed and questions or complaints can be addressed by contacting the Participant’s human resources department.

Plan Document Acknowledgment. By accepting the RSUs, the Participant acknowledges that he or she has received a copy of the Plan, the Agreement (including the Appendices) and has reviewed the Plan and the Agreement in their entirety and fully accepts all provisions thereof. The Participant further acknowledges that he or she has read and specifically and expressly approves (a) the following provisions of the Agreement: Section 2: Termination of Employment or Service; Section 3: Rights as a Shareholder; Section 4: Clawback; Section 5: Delivery; Section 7: Responsibility for Taxes; Section 10: Additional Company Provisions; and (b) the following provisions of Appendix A: (i) Section 1: Nature of Grant; (ii) Section 3: Language; and (iii) all provisions for Italy in this Appendix.

Notifications

Foreign Asset/Account Reporting Information. If the Participant holds investments abroad or foreign financial assets (e.g., cash, Shares, RSUs) that may generate income taxable in Italy, the Participant is required to report them on his or her annual tax returns (UNICO Form, RW Schedule) or on a special form if no tax return is due, irrespective of their value. The same reporting duties apply to the Participant if the Participant is the beneficial owner of the investments, even if the Participant does not directly hold investments abroad or foreign assets.

Foreign Asset Tax Information. The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset tax. Such tax is currently levied at an annual rate of 2 per thousand (0.2%). The taxable amount will be the fair market value of the financial assets (e.g., Shares) assessed at the end of the calendar year. No tax payment duties arise if the value of the foreign assets held abroad does not exceed €6,000.

JAPAN

Notifications

Foreign Asset/Account Reporting Information. The Participant is required to report details of any assets (including any Shares acquired under the Plan) held outside of Japan as of December 31each year, to the extent such assets have a total net fair market value exceeding ¥50 million. Such report will be due by March 15 of the following year. The Participant is advised to consult with his or her personal tax advisor as to whether the reporting obligation applies and whether the Participant will be required to report details of any RSUs or Shares he or she holds.

KOREA

Notifications

Exchange Control Information. Korean residents who realize US$500,000 or more from the sale of Shares or the receipt of any dividends or Dividend Equivalent Payments in a single transaction before July 18, 2017 are required to repatriate the proceeds to Korea within three years of receipt.

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (i.e., non-Korean bank accounts, brokerage accounts, etc.) to the Korean tax authorities and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency) on any month-end during the calendar year.

MALAYSIA

Terms and Conditions

Data Privacy. This provision replaces Section 2 of Appendix A:

The Participant hereby explicitly, voluntarily and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement and any other Plan participation materials by and among, as applicable, the Employer, the Company and any parent or affiliate corporation or any third parties authorized by same in assisting in the implementation, administration and management of the Participant’s participation in the Plan. The Participant may have previously provided the Company and the Employer with, and the Company and the Employer may hold, certain personal information about the Participant, including, but not limited to, his or her name, home address and telephone number, email address, date of birth, social insurance, passport or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, the fact and conditions of the Participant’s participation in the Plan, details of all RSUs or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan. Peserta dengan ini secara eksplicit, secara sukarela dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang dinyatakan dalam Perjanjian ini dan apa-apa bahan penyertaan Pelan oleh dan di antara, sebagaimana yang berkenaan, Majikan, Syarikat dan syarikat induk dan perbadanan sekutu atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama untuk membantu dalam pelaksanaan, pentadbiran dan pengurusan penyertaan Peserta dalam Pelan tersebut. Sebelum ini, Peserta mungkin telah membekalkan Syarikat dan Majikan dengan, dan Syarikat dan Majikan mungkin memegang, maklumat peribadi tertentu tentangPeserta, termasuk, tetapi tidak terhad kepada, namanya, alamat rumah dan nombor telefon, alamat emel, tarikh lahir, insurans sosial, nombor pasport atau pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa syer dalam saham atau jawatan pengarah yang dipegang dalam Syarikat, fakta dan syarat-syarat penyertaan Peserta dalam Pelan tersebut, butir-butir semua Unit Saham Terbatas atau apa-apa hak lain untuk syer dalam saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun yang belum diselesaikan bagi faedah Peserta (“Data”), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut.

The Participant also authorizes any transfer of Data, as may be required, to E*TRADE Corporate Financial Services, Inc., or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon vesting and settlement of the RSUs are deposited. The Participant acknowledges that these recipients may be located in his or her country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to the Participant’s country, which may not give the same level of protection to Data. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, the stock plan service provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Participant’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing his or her local human resources representative, whose contact details are Mari McBurney, 30 Pasir Panjang Rd #10-31/32, 117440, Singapore; +65 6216 7812; mari.mcburney@nike.com. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the consent, his or her employment status or service and career with the Employer will not be affected; the only consequence of refusing or withdrawing the consent is that the Company would not be able to grant future RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative. The Participant also authorizes any transfer of Data, as may be required, to E*TRADE Corporate Financial Services, Inc., or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and/or with whom any Shares acquired upon vesting and settlement of the RSUs are deposited. The Participant acknowledges that these recipients may be located in his or her country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections to the Participant’s country, which may not give the same level of protection to Data. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of Data by contacting his or her local human resources representative. The Participant authorizes the Company, the stock plan service provider and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Participant’s participation in the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case, without cost, by contacting in writing his or her local human resources representative, whose contact details are Mari McBurney, 30 Pasir Panjang Rd #10-31/32, 117440, Singapore; +65 6216 7812; mari.mcburney@nike.com. Further, the Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the consent, his or her employment status or service and career with the Employer will not be affected; the only consequence of refusing or withdrawing the consent is that the Company would not be able to grant future RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of the refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.

Director Notification Obligation. If the Participant is a director of the Company’s Malaysian subsidiary, he or she is subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian subsidiary in writing when the Participant receives or disposes of an interest (e.g., RSUs, Shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

MEXICO

Terms and Conditions

No Entitlement or Claims for Compensation. The following provision supplements Section 1 of Appendix A:

By accepting the RSUs, the Participant understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.

Policy Statement. The invitation the Company is making under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.

The Company, with registered offices at One Bowerman Drive, Beaverton OR, 97005, U.S.A., is solely responsible for the administration of the Plan and participation in the Plan and, in the Participant’s case, the acquisition of Shares does not, in any way, establish an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis, nor does it establish any rights between the Participant and the Employer.

Plan Document Acknowledgment. By accepting the RSUs, the Participant acknowledges that he or she has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.

In addition, by accepting the RSUs, the Participant further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 1 of Appendix A, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company and any parent or subsidiary corporation are not responsible for any decrease in the value of the Shares underlying the RSUs.

Finally, the Participant hereby declares that he or she does do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Employer and the Company and any parent or subsidiary corporation with respect to any claim that may arise under the Plan.

Spanish Translation

Renuncia de Derecho o Demandas para Compensación. Estas disposiciones complementan el Apartado 1 en el Apéndice A :

Al aceptar las Unidades de Acciones Restringidas (las “RSUs,” por sus siglas en Inglés), el Participante manifiesta que entiende y está de acuerdo de que cualquier modificación del Plan o del Acuerdo o la terminación de los mismos no constituye un cambio o desmejora de los términos y condiciones de empleo.

Declaración de Política. La invitación por parte de la Compañía bajo el Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier momento, sin ninguna responsabilidad.

La Compañía, con oficinas registradas ubicadas en One Bowerman Drive, Beaverton OR, 97005, EE.UU., es la única responsable por la administración del Plan y la participación en el mismo y, en el caso del Participante, la adquisición de Acciones no establece, de forma alguna, una relación de trabajo entre el Participante y la Compañía, ya que la participación en el Plan por parte del Participante es completamente comercial, así como tampoco establece ningún derecho entre el Participante y el Empleador.

Reconocimiento del Documento del Plan. Al aceptar las RSUs, el Participante reconoce que ha recibido copias del Plan, que ha revisado el Plan y el Acuerdo en su totalidad y que entiende y acepta todas las disposiciones contenidas en el Plan y en el Acuerdo.

Adicionalmente, al aceptar las RSUs, el Participante reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en el Apartado 1 en el Apéndice A, en la cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) la Compañía así como cualquier sociedad controlante o corporación subsidiaria no son responsables por cualquier disminución en el valor de las Acciones en relación con las RSUs.

Finalmente, el Participante declara por la presente que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación en el Plan y, por lo tanto, otorga el más amplio finiquito al Empleador, así como a la Compañía y cualqiuer sociedad controlante o corporación subsidiaria con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

NETHERLANDS

Terms and Conditions

Labor Law Acknowledgment. By accepting the RSUs, the Participant acknowledges that the RSUs are intended as an incentive for the Participant to remain employed with the Employer and are not intended as remuneration for labor performed.

PHILIPPINES

Notifications

Securities Law Information. TheParticipant acknowledges that he or she is permitted to sell Shares acquired under the Plan through the designated Plan broker appointed by the Company (or such other broker to whom the Participant may transfer the Shares), provided that such sale takes place outside of the Philippines through the facilities of New York Stock Exchange on which the Shares are listed.

POLAND

Notifications

Exchange Control Information. If the Participant holds foreign securities (including Shares) and maintains accounts abroad (including any brokerage account), the Participant may be required to file certain reports with the National Bank of Poland. Specifically, if the value of securities and cash (calculated individually or together with all other assets/liabilities) held in such foreign accounts exceeds PLN 7 million, the Participant must file reports on the transactions and balances of the accounts on a quarterly basis. Further, any fund transfers in excess of €15,000 (or PLN 15,000 if such transfer of funds is connected with business activity of an entrepreneur) into or out of Poland must be effected through a bank in Poland. Polish residents are required to store all documents related to foreign exchange transactions for a period of five years.

PORTUGAL

Terms and Conditions

Language Consent. The Participant hereby expressly declares that he or she has full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and the Agreement.

O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição (Agreement em inglês).

Notifications

Exchange Control Information. If the Participant holds Shares upon vesting of the RSUs, the acquisition of Shares should be reported to the Banco de Portugal for statistical purposes. If the Shares are deposited with a commercial bank or financial intermediary in Portugal, such bank or financial intermediary will submit the report on the Participant’s behalf. If the Shares are not deposited with a commercial bank or financial intermediary in Portugal, the Participant is responsible for submitting the report to the Banco de Portugal.

RUSSIA

Terms and Conditions

U.S. Transaction and Sale Restrictions. Any Shares issued upon vesting of the RSUs shall be delivered to the Participant through a brokerage account in the U.S. The Participant may hold the Shares in his or her brokerage account in the U.S.; however, in no event will the Shares issued to the Participant and/or share certificates or other instruments be delivered to the Participant in Russia. The Participant is not permitted to make any public advertising or announcements regarding the RSUs or Shares in Russia, or promote these Shares to other Russian legal entities or individuals, and the Participant is not permitted to sell or otherwise dispose of the Shares directly to other Russian legal entities or individuals. The Participant is permitted to sell Shares only on the New York Stock Exchange and only through a U.S. broker.

Notifications

Securities Law Information. The Appendices, the Agreement, the Plan and all other materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of securities

pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Exchange Control Information. Under exchange control regulations, within a reasonably short time after sale of the Shares acquired upon vesting of the RSUs or the receipt of Dividend Equivalent Payments, the Participant is required to repatriate such funds received in connection with the Plan to the Participant’s bank account in Russia prior to using those proceeds for any purpose including reinvestment. Such proceeds must be initially credited to the Participant through a foreign currency account at an authorized bank in Russia. After the proceeds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws.

However, starting January 1, 2018, cash proceeds from the sale of Shares listed on a foreign exchange on the legally approved list (e.g., the New York Stock Exchange) also can be paid directly to the Participant’s foreign bank account opened with a bank located in Organisation for Economic Cooperation Development (“OECD”) or Financial Action Task Force (“FATF”) countries. Further, the repatriation requirement does not apply to dividends paid on Shares, which can be deposited directly into a foreign bank or brokerage account opened with a foreign brokerage firm or bank located in OECD or FATF countries.

Labor Law Information. If the Participant continues to hold Shares acquired at settlement of the RSUs after an involuntary termination as a service provider, the Participant will not be eligible to receive unemployment benefits in Russia.

Anti-Corruption Legislation Information. Individuals holding public office in Russia, as well as their spouses and dependent children, may be prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly, in a foreign company (including Shares acquired under the Plan). The Participant is strongly advised to consult with his or her personal legal advisor to determine whether the restriction applies to the Participant.

SINGAPORE

Notifications

Securities Law Information.The RSUs were granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that his or her RSUs are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the RSUs unless such sale or offer in Singapore is made (i) after six months from the Grant Date, (ii) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA, or (iii) pursuant to, and in accordance with the condition of, any other applicable provisions of the SFA.

Chief Executive Officer and Director Notification Obligation. If the Participant is the chief executive officer, a director, associate director or shadow director of a Singapore parent or subsidiary corporation of the Company, the Participant is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean parent or subsidiary corporation in writing when the Participant receives an interest (e.g., RSUs, Shares) in the Company or any related companies. In addition, the Participant must notify the Singapore parent or subsidiary corporation when the Participant sells Shares of the Company or any related company (including when the Participant sells Shares acquired under the Plan). These notifications must be made within two business days of acquiring or disposing of any interest in the Company or any related company. In addition, a notification must be made of the Participant’s interests in the Company or any related company within two business days of becoming the chief executive officer or a director.

SOUTH AFRICA

Terms and Conditions

Securities Law Acknowledgement. In compliance with South African Securities Law, the Participant acknowledges that he or she has been notified that the documents listed below are available for review online as follows:

1.    a copy of the Company’s most recent Annual Report (Form 10-K), and

2.    a copy of the Company’s most recent Plan Prospectus.

The Participant acknowledges that he or she may have copies of the above documents provided to him or her, at no charge, on request on the Company’s website at http://investors.nike.com.

Responsibility for Taxes. The following provision supplements Section 7 of the Agreement:

By accepting the RSUs, the Participant agrees that, immediately upon vesting of the RSUs, he or she will notify the Employer of the amount of any gain realized. If the Participant fails to advise the Employer of the gain realized upon vesting, he or she may be liable for a fine. The Participant will be solely responsible for paying any difference between the actual tax liability and the amount withheld.

Notifications

Exchange Control Information. The Participant should consult his or her personal advisor to ensure compliance with applicable exchange control regulations in South Africa, as such regulations are subject to frequent change. The Participant is responsible for ensuring compliance with all exchange control laws in South Africa.

SPAIN

Terms and Conditions

Nature of Grant. This provision supplements Section 1 of Appendix A:

In accepting the RSUs, the Participant consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant stock RSUs under the Plan to individuals who may be employees of the Company or a parent or subsidiary corporation throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company, the Employer, or any parent or subsidiary corporation. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that the RSUs and any Shares acquired upon vesting of the RSUs are not part of any employment contract (either with the Company, the Employer, or any parent or subsidiary corporation) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of the RSUs and the underlying Shares is unknown and unpredictable. In addition, the Participant understands that the RSUs would not be granted to the Participant but for the assumptions and conditions referred to herein; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs shall be null and void.

The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Participant’s termination of service or employment. This will be the case, for example, even if (1) the Participant is considered to be unfairly dismissed without good cause; (2) the Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Participant terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Participant terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any parent or subsidiary corporation; or (5) the Participant’s employment or service terminates for any other reason whatsoever, except for reasons specified in the Agreement. Consequently, upon termination of the Participant’s employment or service for any of the reasons set forth above, the Participant may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Participant’s termination of employment, as described in the Plan and the Agreement.

Notifications

Exchange Control Information. The Participant must declare the acquisition of Shares to the Dirección General de Comercial e Inversiones (the “DGCI”) of the Ministerio de Economia for statistical purposes. The Participant must also declare ownership of any Shares by filing a D-6 form with the DGCI each January while the Shares are owned. In addition, if the Participant wishes to import the ownership title of any Shares (i.e., share certificates) into Spain, he or she must declare the importation of such securities to the DGCI.

Further, the Participant is required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.

Securities Law Information. The grant of RSUs and the Shares issued pursuant to the vesting of the RSUs are considered a private placement outside of the scope of Spanish laws on public offerings and issuances of securities.

Foreign Asset/Account Reporting Information. To the extent that the Participant holds Shares and/or has bank accounts outside Spain with a value in excess of €50,000 (for each type of asset) as of December 31, the Participant will be required to report information on such assets on his or her tax return (tax form 720) for such year. After such Shares and/or accounts are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported Shares or accounts increases by more than €20,000.

SRI LANKA

Terms and Conditions

Settlement of RSUs. Due to local regulatory requirements, notwithstanding anything to the contrary in the Agreement or the Plan, the Participant will not receive any Shares upon settlement of the RSUs. Instead, the Participant will receive a cash payment equal to the fair market value of the number of Shares that vested pursuant to the RSUs on the applicable vesting date. The Company reserves the right to provide the Participant with other methods of settlement depending on the development of local law.

SWEDEN

There are no country-specific provisions.

SWITZERLAND

Notifications

Securities Law Information. The grant of the RSUs is considered a private offering in Switzerland and is, therefore, not subject to registration in Switzerland. Neither this document nor any other material related to the RSUs constitutes a prospectus as such term is understood pursuant to Article 652a of the Swiss Code of Obligations, and neither this document nor any other materials related to the RSUs may be publicly distributed or otherwise made publicly available in Switzerland. Neither this document nor any other offering or marketing material relating to the RSUs has been or will be filed with, approved, or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Supervisory Authority (FINMA)).

TAIWAN

Terms and Conditions

Data Privacy. The following provisions supplement Section 2 of Appendix A:

TheParticipant hereby acknowledges that he or she has read and understood the terms regarding collection, processing and transfer of Data contained in this Appendix and by participating in the Plan, the Participant agree to such terms. In this regard, upon request of the Company or the Employer, the Participant agrees to provide an executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Employer or the Company) that the Company and/or the Employer may deem necessary to obtain under the data privacy laws in the Participant’s country, either now or in the future. The Participant understands he or she will not be able to participate in the Plan if the Participant fails to execute any such consent or agreement.

Notifications

Securities Law Information. The RSUs and the underlying Shares are available only for certain employees of the Company, the Employer and other parent or subsidiary corporations. It is not a public offer of securities by a Taiwanese company. Therefore, it is exempt from registration in Taiwan.

Exchange Control Information. The Participant may acquire and remit foreign currency (including proceeds from the sale of Shares and the receipt of any dividends or Dividend Equivalent Payments) into Taiwan up to US$5,000,000 per year. If the transaction amount is TWD500,000 or more in a single transaction, the Participant must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the handling bank.

If the transaction amount is US$500,000 or more, the Participant may be required to provide additional supporting documentation to the satisfaction of the bank. The Participant should consult his or her personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

THAILAND

Notifications

Exchange Control Information. When the Participant sells Shares issued upon vesting of the RSUs or receives dividends or Dividend Equivalent Payments, the Participant must repatriate all cash proceeds to Thailand and then convert such proceeds to Thai Baht within 360 days of repatriation. If the amount of the Participant’s proceeds is US$50,000 or more, the Participant must specifically report the inward remittance to the Bank of Thailand on a foreign exchange transaction form. If the Participant fails to comply with these obligations, the Participant may be subject to penalties assessed by the Bank of Thailand.

The Participant should consult his or her personal advisor prior to taking any action with respect to remittance of cash proceeds into Thailand. The Participant is responsible for ensuring compliance with all exchange control laws in Thailand.

TURKEY

Notifications

Securities Law Information. By accepting the RSUs, the Participant understands and agrees that he or she is not permitted to sell any Shares acquired under the Plan in Turkey. The Shares are currently traded on the New York Stock Exchange, which is located outside of Turkey, under the ticker symbol “NKE” and the Shares may be sold through this exchange.

Exchange Control Information. The Participant likely will be required to engage a Turkish financial intermediary to assist with the sale of Shares acquired under the Plan. While the Participant should not need to engage a Turkish financial intermediary with respect to the acquisition of such Shares (as no consideration is paid), this is less certain. As the Participant is solely responsible for complying with the financial intermediary requirements and because the application of the requirements to participation in the Plan is uncertain, the Participant should consult his or her personal legal advisor prior to the vesting of the RSUs or any sale of Shares to ensure compliance.

UNITED ARAB EMIRATES

Notifications

Securities Law Information. The offer of RSUs under the Plan is made only to certain employees who meet the eligibility requirements in the Plan, and constitutes an “exempt personal offer” of equity incentives to employees in the United Arab Emirates. The Agreement, the Plan, and other incidental communication materials are intended for distribution only to employees and must not be delivered to, or relied on, by any other person.

The Emirates Securities and Commodities Authority and/or the Central Bank have no responsibility for reviewing or verifying any documents in connection with this statement. The Ministry of Economy, the Dubai Department of Economic Development, the Emirates Securities and Commodities Authority, Central Bank and the Dubai Financial Securities Authority, depending on the employee’s location in the United Arab Emirates, have not approved this statement, the Plan, the Agreement or any other documents the Participant may receive in connection with the RSUs or taken steps to verify the information set out therein, and have no responsibility for such documents.

If the Participant does not understand the contents of the Agreement or the Plan, the Participant should consult his or her personal financial advisor.

UNITED KINGDOM

Terms and Conditions

Settlement of RSUs. Notwithstanding any discretion contained in the Plan, the grant of RSUs does not provide any right for the Participant to receive a cash payment. The RSUs are payable in Shares only.

Responsibility for Taxes. The following provision supplements Section 7 of the Agreement:

Without limitation to Section 7 of the Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to

indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant may not be able to indemnify the Company or the Employer for the amount of any income tax not collected from or paid by the Participant, as it may be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and employee national insurance contributions (“NICs”) may be payable. The Participant agrees to report and pay any income tax due on this additional benefit directly to HMRC under the self-assessment regime and to pay the Employer for the value of the employee NICs due on this additional benefit, which the Company or the Employer may recover from the Participant by any of the means referred to in Section 7 of the Agreement.

VIETNAM

Terms and Conditions

Settlement of RSUs. Due to local regulatory requirements, notwithstanding anything to the contrary in the Agreement or the Plan, the Participant will not receive any Shares upon settlement of the RSUs. Instead, the Participant will receive through local payroll a cash payment equal to the fair market value of the number of Shares that vested pursuant to the RSUs on the applicable vesting date. The Company reserves the right to provide the Participant with other methods of settlement depending on the development of local law.

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark G. Parker, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2018 of NIKE, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	April 5, 2018
		/s/ Mark G. Parker
		Mark G. Parker
		Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Andrew Campion, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2018 of NIKE, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:	April 5, 2018
		/s/ Andrew Campion
		Andrew Campion
		Chief Financial Officer

EX-32

Exhibit 32

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications are being made to accompany the Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended February 28, 2018.

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of NIKE, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 28, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	April 5, 2018
		/s/ Mark G. Parker
		Mark G. Parker
		Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the following certifications are being made to accompany the Registrant’s quarterly report on Form 10-Q for the fiscal quarter ended February 28, 2018.

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of NIKE, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 28, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	April 5, 2018
		/s/ Andrew Campion
		Andrew Campion
		Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Feb. 28, 2018	Apr. 02, 2018
Entity Listings [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Feb. 28, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Trading Symbol	NKE
Entity Registrant Name	NIKE INC
Entity Central Index Key	0000320187
Current Fiscal Year End Date	--05-31
Entity Filer Category	Large Accelerated Filer
Class A Convertible Common Stock
Entity Listings [Line Items]
Entity Common Stock Shares Outstanding (In Shares)		329,065,752
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock Shares Outstanding (In Shares)		1,282,693,640

XML

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Feb. 28, 2018	May 31, 2017
Current assets:
Cash and equivalents	$ 3,662	$ 3,808
Short-term investments	1,089	2,371
Accounts receivable, net	3,792	3,677
Inventories	5,366	5,055
Prepaid expenses and other current assets	1,446	1,150
Total current assets	15,355	16,061
Property, plant and equipment, net	4,298	3,989
Identifiable intangible assets, net	282	283
Goodwill	139	139
Deferred income taxes and other assets	2,478	2,787
TOTAL ASSETS	22,552	23,259
Current liabilities:
Current portion of long-term debt	6	6
Notes payable	11	325
Accounts payable	1,961	2,048
Accrued liabilities	3,727	3,011
Income taxes payable	78	84
Total current liabilities	5,783	5,474
Long-term debt	3,469	3,471
Deferred income taxes and other liabilities	3,518	1,907
Commitments and contingencies (Note 12)
Redeemable preferred stock	0	0
Shareholders’ equity:
Capital in excess of stated value	9,325	8,638
Accumulated other comprehensive loss	(624)	(213)
Retained earnings	1,078	3,979
Total shareholders’ equity	9,782	12,407
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	22,552	23,259
Class A Convertible Common Stock
Shareholders’ equity:
Common stock at stated value: Class A convertible - 329 and 329 shares outstanding, Class B - 1,308 and 1,314 shares outstanding	0	0
Class B Common Stock
Shareholders’ equity:
Common stock at stated value: Class A convertible - 329 and 329 shares outstanding, Class B - 1,308 and 1,314 shares outstanding	$ 3	$ 3

XML

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - shares shares in Millions	Feb. 28, 2018	May 31, 2017
Class A Convertible Common Stock
Common Stock, shares outstanding	329	329
Class B Common Stock
Common Stock, shares outstanding	1,290	1,314

XML

Unaudited Condensed Consolidated Statements of Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Income Statement [Abstract]
Revenues	$ 8,984	$ 8,432	$ 26,608	$ 25,673
Cost of sales	5,046	4,682	15,030	14,184
Gross profit	3,938	3,750	11,578	11,489
Demand creation expense	862	749	2,594	2,552
Operating overhead expense	1,905	1,747	5,797	5,346
Total selling and administrative expense	2,767	2,496	8,391	7,898
Interest expense (income), net	13	19	42	41
Other (income) expense, net	(1)	(88)	35	(168)
Income before income taxes	1,159	1,323	3,110	3,718
Income tax expense	2,080	182	2,314	486
NET (LOSS) INCOME	$ (921)	$ 1,141	$ 796	$ 3,232
(Loss) earnings per common share:
Basic (in dollars per share)	$ (0.57)	$ 0.69	$ 0.49	$ 1.95
Diluted (in dollars per share)	(0.57)	0.68	0.48	1.91
Dividends declared per common share (in dollars per share)	$ 0.20	$ 0.18	$ 0.58	$ 0.52

XML

Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (921)	$ 1,141	$ 796	$ 3,232
Other comprehensive (loss) income, net of tax:
Change in net foreign currency translation adjustment	51	12	65	1
Change in net gains (losses) on cash flow hedges	(107)	(175)	(494)	(92)
Change in net gains (losses) on other	2	(7)	1	2
Total other comprehensive (loss) income, net of tax	(54)	(170)	(428)	(89)
TOTAL COMPREHENSIVE (LOSS) INCOME	$ (975)	$ 971	$ 368	$ 3,143

XML

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017
Cash provided by operations:
Net (loss) income	$ 796	$ 3,232
Income charges (credits) not affecting cash:
Depreciation	551	521
Deferred income taxes	564	(199)
Stock-based compensation	158	162
Amortization and other	23	7
Net foreign currency adjustments	(130)	(90)
Changes in certain working capital components and other assets and liabilities:
Decrease (increase) in accounts receivable	3	(546)
(Increase) in inventories	(245)	(157)
(Increase) in prepaid expenses and other current and non-current assets	(474)	(152)
Increase in accounts payable, accrued liabilities and other current and non-current liabilities	1,439	106
Cash provided by operations	2,685	2,884
Cash provided (used) by investing activities:
Purchases of short-term investments	(3,644)	(4,029)
Maturities of short-term investments	3,101	2,433
Sales of short-term investments	1,797	1,905
Additions to property, plant and equipment	(728)	(776)
Disposals of property, plant and equipment	0	13
Other investing activities	0	(34)
Cash provided (used) by investing activities	526	(488)
Cash used by financing activities:
Net proceeds from long-term debt issuance	0	1,482
Long-term debt payments, including current portion	(4)	(43)
(Decrease) increase in notes payable	(314)	24
Payments on capital lease and other financing obligations	(16)	(14)
Proceeds from exercise of stock options and other stock issuances	554	339
Repurchase of common stock	(2,694)	(2,429)
Dividends — common and preferred	(920)	(834)
Tax payments for net share settlement of equity awards	(54)	(8)
Cash used by financing activities	(3,448)	(1,483)
Effect of exchange rate changes on cash and equivalents	91	(30)
Net (decrease) increase in cash and equivalents	(146)	883
Cash and equivalents, beginning of period	3,808	3,138
CASH AND EQUIVALENTS, END OF PERIOD	3,662	4,021
Supplemental disclosure of cash flow information:
Non-cash additions to property, plant and equipment	190	248
Dividends declared and not paid	$ 324	$ 303

XML

Summary of Significant Accounting Policies

9 Months Ended

Feb. 28, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the “Company”) and reflect all normal adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. The year-end Condensed Consolidated Balance Sheet data as of May 31, 2017 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial information and notes thereto should be read in conjunction with the Company’s latest Annual Report on Form 10-K. The results of operations for the three and nine months ended February 28, 2018 are not necessarily indicative of results to be expected for the entire year.

Reclassifications

Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation, including reclassified geographic operating segment data to reflect the changes in the Company’s operating structure, which became effective on June 1, 2017. Refer to Note 11 — Operating Segments for additional information.

Recently Adopted Accounting Standards

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows for reclassification of stranded tax effects on items resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from Accumulated other comprehensive income to Retained earnings. Tax effects unrelated to the Tax Act are released from Accumulated other comprehensive income using either the specific identification approach or the portfolio approach based on the nature of the underlying item.

The Company early adopted the ASU in the third quarter of fiscal 2018. As a result of the adoption, during the third quarter and first nine months of fiscal 2018, Retained earnings decreased by $17 million, with a corresponding increase to Accumulated other comprehensive income due to the reduction in the corporate tax rate from 35% to 21%. Refer to Note 6 — Income Taxes for additional information about the Tax Act.

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which changes how companies account for certain aspects of share-based payment awards to employees. The Company adopted the ASU in the first quarter of fiscal 2018. The updated guidance requires excess tax benefits and deficiencies from share-based payment awards to be recorded in income tax expense in the income statement. Previously, excess tax benefits and deficiencies were recognized in shareholders’ equity on the balance sheet. This change is required to be applied prospectively. During the third quarter and first nine months of fiscal 2018, the Company recognized $72 million and $194 million, respectively, of excess tax benefits related to share-based payment awards in Income tax expense in the Unaudited Condensed Consolidated Statements of Income.

Additionally, ASU 2016-09 modified the classification of certain share-based payment activities within the statement of cash flows, which the Company applied retrospectively. As a result, for the nine months ended February 28, 2017, the Company reclassified a cash inflow of $125 million related to excess tax benefits from share-based payment awards from Cash used by financing activities to Cash provided by operations, and reclassified a cash outflow of $8 million related to tax payments for the net settlement of share-based payment awards from Cash provided by operations to Cash used by financing activities within the Unaudited Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The update to the standard is effective for the Company on June 1, 2019, with early adoption permitted in any interim period. The Company is currently evaluating the effect the guidance will have on the Consolidated Financial Statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The updated guidance requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Income tax effects of intra-entity transfers of inventory will continue to be deferred until the inventory has been sold to a third party. The Company will adopt the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of applying the new standard recognized in retained earnings at the date of adoption. Although the final impact is subject to change, if adopted at February 28, 2018, the ASU would have resulted in a reduction to Retained earnings through a cumulative effect adjustment of approximately $520 million.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which replaces existing lease accounting guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. The new guidance will require the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company will adopt the standard on June 1, 2019. The ASU is required to be applied using a modified retrospective approach at the beginning of the earliest period presented, with optional practical expedients. The Company continues to assess the effect the guidance will have on its existing accounting policies and the Consolidated Financial Statements and expects there will be an increase in assets and liabilities on the Consolidated Balance Sheets at adoption due to the recording of right-of-use assets and corresponding lease liabilities, which may be material. Refer to Note 15 — Commitments and Contingencies of the Annual Report on Form 10-K for the fiscal year ended May 31, 2017 for information about the Company’s lease obligations.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company beginning June 1, 2018. The Company does not expect the adoption to have a material impact on the Consolidated Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606),which replaces existing revenue recognition guidance. The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company will adopt the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of initially applying the standard recognized in retained earnings at the date of adoption.

While the Company does not expect the adoption of this standard to have a material impact on the Company’s net Revenues in the Consolidated Statements of Income, the Company anticipates revenues for certain wholesale transactions and substantially all digital commerce sales will be recognized upon shipment rather than upon delivery to the customer.

Additionally, provisions for post-invoice sales discounts, returns and miscellaneous claims will be recognized as accrued liabilities rather than as reductions to Accounts receivable, net; and the estimated cost of inventory associated with the provision for sales returns will be recorded within Prepaid expenses and other current assets on the Consolidated Balance Sheets. The Company continues to evaluate the impact of this new standard, including on accounting policies, disclosures, internal control over financial reporting and its contracts with customers.

XML

Inventories

9 Months Ended

Feb. 28, 2018

Inventory Disclosure [Abstract]

Inventories

Note 2 — Inventories

Inventory balances of $5,366 million and $5,055 million at February 28, 2018 and May 31, 2017, respectively, were substantially all finished goods.

XML

Accrued Liabilities

9 Months Ended

Feb. 28, 2018

Accrued Liabilities, Current [Abstract]

Accrued Liabilities

Note 3 — Accrued Liabilities

Accrued liabilities included the following:

	As of February 28,		As of May 31,
(In millions)	2018		2017
Compensation and benefits, excluding taxes	$	886	$	871
Fair value of derivatives	539		168
Endorsement compensation	354		396
Dividends payable	324		300
Import and logistics costs	293		257
Taxes other than income taxes payable	244		196
Advertising and marketing	182		125
Other(1)	905		698
TOTAL ACCRUED LIABILITIES	$	3,727	$	3,011

(1) Other consists of various accrued expenses with no individual item accounting for more than 5% of the total Accrued liabilities balance at February 28, 2018 and May 31, 2017.

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Fair Value Measurements

9 Months Ended

Feb. 28, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 4 — Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale 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 established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

The levels of the fair value hierarchy are described below:

• 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 for which there is 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 non-performance risk of the Company and that of 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.

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of February 28, 2018 and May 31, 2017, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.

	As of February 28, 2018
(In millions)	Assets at Fair Value		Cash and Equivalents		Short-term Investments		Other Long-term Assets
Cash	$	620	$	620	$	—	$	—
Level 1:
U.S. Treasury securities	865		150		715		—
Level 2:
Time deposits	773		769		4		—
U.S. Agency securities	45		—		45		—
Commercial paper and bonds	477		152		325		—
Money market funds	1,971		1,971		—		—
Total Level 2:	3,266		2,892		374		—
Level 3:
Non-marketable preferred stock	11		—		—		11
TOTAL	$	4,762	$	3,662	$	1,089	$	11

	As of May 31, 2017
(In millions)	Assets at Fair Value		Cash and Equivalents		Short-term Investments		Other Long-term Assets
Cash	$	505	$	505	$	—	$	—
Level 1:
U.S. Treasury securities	1,545		159		1,386		—
Level 2:
Time deposits	813		769		44		—
U.S. Agency securities	522		150		372		—
Commercial paper and bonds	820		251		569		—
Money market funds	1,974		1,974		—		—
Total Level 2:	4,129		3,144		985		—
Level 3:
Non-marketable preferred stock	10		—		—		10
TOTAL	$	6,189	$	3,808	$	2,371	$	10

The Company elects to record the gross assets and liabilities of its derivative financial instruments on the Unaudited Condensed 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 Unaudited Condensed Consolidated Statements of Cash Flows. Any amounts of non-cash collateral received, such as securities, are not recorded on the Unaudited Condensed Consolidated Balance Sheets pursuant to U.S. GAAP. For further information related to credit risk, refer to Note 9 — 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 as of February 28, 2018 and May 31, 2017, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.

	As of February 28, 2018
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	83	$	65	$	18	$	648	$	536	$	112
Embedded derivatives	13		2		11		8		3		5
TOTAL	$	96	$	67	$	29	$	656	$	539	$	117

(1) If the foreign exchange derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $83 millionas ofFebruary 28, 2018. As of that date, the Company had posted$354 millionof cash collateral to various counterparties related to foreign exchange derivative instruments.Noamount of collateral was received on the Company’s derivative asset balance as ofFebruary 28, 2018.

	As of May 31, 2017
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	231	$	216	$	15	$	246	$	166	$	80
Embedded derivatives	10		1		9		8		2		6
TOTAL	$	241	$	217	$	24	$	254	$	168	$	86

(1) If the foreign exchange derivative instruments had been netted on the Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $187 million as of May 31, 2017. As of that date, no amount of cash collateral had been received or posted on the derivative asset and liability balances related to foreign exchange derivative instruments.

Available-for-sale securities comprise investments in U.S. Treasury and Agency securities, time deposits, money market funds, corporate commercial paper and bonds. These securities are valued using market prices in both active markets (Level 1) and less active markets (Level 2). As of February 28, 2018, the Company held $1,057 million of available-for-sale securities with maturity dates within one year and $32 million with maturity dates over one year and less than five years within Short-term investments on the Unaudited Condensed Consolidated Balance Sheets. The gross realized gains and losses on sales of available-for-sale securities were immaterial for the three and nine months ended February 28, 2018 and 2017. Unrealized gains and losses on available-for-sale securities included in Accumulated other comprehensive income were immaterial as of February 28, 2018 and May 31, 2017. The Company regularly reviews its available-for-sale securities for other-than-temporary impairment. For the nine months ended February 28, 2018 and 2017, the Company did not consider any of its securities to be other-than-temporarily impaired and, accordingly, did not recognize any impairment losses.

Included in Interest expense (income), net for the three months ended February 28, 2018 and 2017 was interest income related to the Company’s available-for-sale securities of $12 million and $8 million, respectively, and $36 million and $17 million for the nine months ended February 28, 2018 and 2017, respectively.

The Company’s Level 3 assets comprise investments in certain non-marketable preferred stock. These Level 3 investments are an immaterial portion of the Company’s portfolio. Changes in Level 3 investment assets were immaterial during the nine months ended February 28, 2018 and the fiscal year ended May 31, 2017.

No transfers among levels within the fair value hierarchy occurred during the nine months ended February 28, 2018 and the fiscal year ended May 31, 2017.

For additional information related to the Company’s derivative financial instruments, refer to Note 9 — Risk Management and Derivatives. The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.

As of February 28, 2018 and May 31, 2017, assets or liabilities that were required to be measured at fair value on a non-recurring basis were immaterial.

Financial Assets and Liabilities Not Recorded at Fair 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 $3,327 million at February 28, 2018 and $3,401 million at May 31, 2017.

For fair value information regarding Notes payable, refer to Note 5 — Short-Term Borrowings and Credit Lines.

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Short-Term Borrowings and Credit Lines

9 Months Ended

Feb. 28, 2018

Debt Disclosure [Abstract]

Short-Term Borrowings and Credit Lines

Note 5 — Short-Term Borrowings and Credit Lines

As of February 28, 2018, the Company had no outstanding borrowings under its $2 billion commercial paper program. As of May 31, 2017, $325 million of commercial paper was outstanding at a weighted average interest rate of 0.86%. These borrowings are included within Notes payable.

Due to the short-term nature of the borrowings, the carrying amounts reflected on the Unaudited Condensed Consolidated Balance Sheets for Notes payable approximate fair value.

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Income Taxes

9 Months Ended

Feb. 28, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Note 6 — Income Taxes

The effective tax rate was 74.4% for the nine months ended February 28, 2018 compared to 13.1% for the nine months ended February 28, 2017. The increase in the Company’s effective tax rate was due to the impact of the Tax Cuts and Jobs Act (the “Tax Act”), which included additional income tax expense of $2,030 million in the third quarter of fiscal 2018. The effective tax rate also reflected the tax benefit from stock-based compensation in the current period as a result of the adoption of ASU 2016-09 in the first quarter of fiscal 2018.

Tax Act

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act, which significantly changes previous U.S. tax laws, including provisions for a one-time transition tax on deemed repatriation of undistributed foreign earnings, a reduction in the corporate tax rate from 35% to 21%, as well as other changes. Under U.S. GAAP, accounting for the effect of tax legislation is required in the period of enactment. For fiscal 2018, the change in the corporate tax rate, effective January 1, 2018, results in a blended U.S. federal statutory rate for the Company of approximately 29%. The Tax Act also includes provisions that are not yet effective for the Company, including a provision to tax global intangible low-taxed income (GILTI) of foreign subsidiaries, which will be effective for the Company beginning June 1, 2018. In accordance with U.S. GAAP, the Company has made an accounting policy election to treat taxes due under the GILTI provision as a current period expense.

Income tax expense for the nine months ended February 28, 2018 includes provisional expense of $2,030 million, which consists primarily of $2,010 million for the one-time transition tax on the deemed repatriation of undistributed foreign earnings, and $107 million resulting from the impact of changes in the tax rate, primarily on the remeasurement of deferred tax assets and liabilities. The remaining provisions of the Tax Act did not have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements upon enactment.

In accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”), the provisional amounts recorded represent reasonable estimates of the effects of the Tax Act for which the analysis is not yet complete. As the Company completes its analysis of the Tax Act, including collecting, preparing and analyzing necessary information, performing and refining calculations and obtaining additional guidance from the U.S. Internal Revenue Services (IRS), U.S. Treasury Department, FASB or other standard setting and regulatory bodies on the Tax Act, it may record adjustments to the provisional amounts, which may be material. In accordance with SAB 118, the Company’s accounting for the tax effects of the Tax Act will be completed during the measurement period, which should not extend beyond one year from the enactment date. At February 28, 2018, there were no provisions for which the Company was unable to record a reasonable estimate of the impact.

Transition Tax

The Company recorded a provisional expense of $2,010 million related to the one-time transition tax on the deemed repatriation of undistributed foreign earnings. The transition tax is based on the Company’s estimated total post-1986 undistributed foreign earnings at a tax rate of 15.5% for foreign cash and certain other specified assets, and 8% on the remaining earnings. The actual transition tax due will be based on actual undistributed foreign earnings and cash and certain other specified assets as of the required measurement date, which could materially affect the amount of the transition tax. The Company expects to pay the transition tax in installments over an eight-year period. Accordingly, the non-current portion of the provisional expense for the transition tax of $1,242 million, net of applicable foreign tax credits the Company expects to utilize, has been recorded in Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.

Prior to the enactment of the Tax Act, the Company regularly determined certain foreign earnings to be indefinitely reinvested outside the United States. Following enactment of the Tax Act, the Company no longer considers any historical or future earnings to be indefinitely reinvested with its foreign subsidiaries.

Impact of Changes in the Tax Rate

As a result of the reduction in the corporate tax rate from 35% to 21%, the Company recorded a net provisional expense of $107 million for the impact of changes in the tax rate, primarily on deferred tax assets and liabilities. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to be realized. The total provisional expense recorded during the period for the remeasurement of deferred tax assets and liabilities was $149 million. This was partially offset by a $42 million tax benefit for the reduction in the tax rate applied to current year earnings. These amounts may be adjusted to the extent that actual operating results differ from the Company’s current estimates.

Other Tax Matters

As of February 28, 2018, total gross unrecognized tax benefits, excluding related interest and penalties, were $718 million, $504 million of which would affect the Company’s effective tax rate if recognized in future periods. The Company’s total gross unrecognized tax benefits, excluding related interest and penalties, as of February 28, 2018, and the portion that would affect the effective tax rate if recognized in future periods, were impacted by the enactment of the Tax Act. As of May 31, 2017, total gross unrecognized tax benefits, excluding related interest and penalties, were $461 million. The liability for payment of interest and penalties decreased $25 million during the nine months ended February 28, 2018. As of February 28, 2018 and May 31, 2017, accrued interest and penalties related to uncertain tax positions were $146 million and $171 million, respectively (excluding federal benefit).

The Company is subject to taxation in the United States, as well as various state and foreign jurisdictions. The Company has closed all U.S. federal income tax matters through fiscal 2014, with the exception of certain transfer pricing adjustments. The Company is currently under audit by the IRS for fiscal 2015 and 2016.

The Company’s major foreign jurisdictions, China and the Netherlands, have concluded substantially all income tax matters through calendar 2007 and fiscal 2011, respectively. 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 $126 million within the next 12 months.

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Common Stock and Stock-Based Compensation

9 Months Ended

Feb. 28, 2018

Share-based Compensation [Abstract]

Common Stock and Stock-Based Compensation

Note 7 — Common Stock and Stock-Based Compensation

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.

The NIKE, Inc. Stock Incentive Plan (the “Stock Incentive Plan”) provides for the issuance of up to 718 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, restricted stock, restricted stock units and performance-based awards. 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. A committee of the Board of Directors administers the Stock Incentive Plan. The committee 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. Substantially all stock option grants outstanding under the Stock Incentive Plan are granted in the first quarter of each fiscal year, vest ratably over four years and expire ten years from the date of grant.

In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount to 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.

The Company accounts for stock-based compensation by estimating the fair value of options granted under the Stock Incentive Plan and employees’ purchase rights under the ESPPs using the Black-Scholes option pricing model. The Company recognizes this fair value as Cost of sales or Operating overhead expense, as applicable, over the vesting period using the straight-line method.

The following table summarizes the Company’s total stock-based compensation expense recognized in Cost of sales or Operating overhead expense, as applicable:

	Three Months Ended February 28,				Nine Months Ended February 28,
(In millions)	2018		2017		2018		2017
Stock options(1)	$	38	$	35	$	110	$	110
ESPPs	7		7		24		27
Restricted stock	10		9		24		25
TOTAL STOCK-BASED COMPENSATION EXPENSE	$	55	$	51	$	158	$	162

(1) Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. Accelerated stock option expense was $6 million and $3 million for the three months ended February 28, 2018 and 2017, respectively, and $14 million and $11 million for the nine months ended February 28, 2018 and 2017, respectively.

As of February 28, 2018, the Company had $234 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 2.2 years.

The weighted average fair value per share of the options granted during the nine months ended February 28, 2018 and 2017, computed as of the grant date using the Black-Scholes pricing model, was $9.82 and $9.38, respectively. The weighted average assumptions used to estimate these fair values were as follows:

	Nine Months Ended February 28,
	2018		2017
Dividend yield	1.2	%	1.1	%
Expected volatility	16.4	%	17.4	%
Weighted average expected life (in years)	6.0		6.0
Risk-free interest rate	2.0	%	1.3	%

The Company estimates the expected volatility based on the implied volatility in market traded options on the Company’s common stock with a term greater than one year, along with 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.

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Earnings Per Share

9 Months Ended

Feb. 28, 2018

Earnings Per Share [Abstract]

Earnings Per Share

Note 8 — Earnings Per Share

The following is a reconciliation from basic earnings per common share to diluted earnings per common share. As a result of the net loss incurred for the three months ended February 28, 2018, all outstanding options, including shares under ESPPs, to purchase common stock, and other awards of common stock have been excluded from the computation of diluted earnings per common share because the inclusion of the shares would have been anti-dilutive. Additionally, 42.9 million options for the nine months ended February 28, 2018, and 31.1 million and 31.0 million options for the three and nine months ended February 28, 2017, respectively, have been excluded from the computations of diluted earnings per common share because the options were anti-dilutive.

	Three Months Ended February 28,					Nine Months Ended February 28,
(In millions, except per share data)	2018			2017		2018		2017
Determination of shares:
Weighted average common shares outstanding	1,623.5			1,653.1		1,629.9		1,661.5
Assumed conversion of dilutive stock options and awards	—			33.2		35.8		34.9
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	1,623.5			1,686.3		1,665.7		1,696.4
(Loss) earnings per common share:
Basic	$	(0.57	)	$	0.69	$	0.49	$	1.95
Diluted	$	(0.57	)	$	0.68	$	0.48	$	1.91

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Risk Management and Derivatives

9 Months Ended

Feb. 28, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Risk Management and Derivatives

Note 9 — 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, 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 February 28, 2018 are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, Japanese Yen/U.S. Dollar and British Pound/Euro currency pairs. All derivatives are recognized on the Unaudited Condensed Consolidated Balance Sheets at fair value and classified based on the instrument’s maturity date.

The following table presents the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2018 and May 31, 2017. Refer to Note 4 — Fair Value Measurements for a description of how the financial instruments in the table below are valued.

	Derivative Assets					Derivative Liabilities
(In millions)	Balance Sheet Location	February 28, 2018		May 31, 2017		Balance Sheet  Location	February 28, 2018		May 31, 2017
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	$	42	$	113	Accrued liabilities	$	403	$	59
Foreign exchange forwards and options	Deferred income taxes and other assets	18		13		Deferred income taxes and other liabilities	112		73
Total derivatives formally designated as hedging instruments		60		126			515		132
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	23		103		Accrued liabilities	133		107
Embedded derivatives	Prepaid expenses and other current assets	2		1		Accrued liabilities	3		2
Foreign exchange forwards and options	Deferred income taxes and other assets	—		2		Deferred income taxes and other liabilities	—		7
Embedded derivatives	Deferred income taxes and other assets	11		9		Deferred income taxes and other liabilities	5		6
Total derivatives not designated as hedging instruments		36		115			141		122
TOTAL DERIVATIVES		$	96	$	241		$	656	$	254

The following tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income for the three and nine months ended February 28, 2018 and 2017:

(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives(1)						Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income(1)
	Three Months Ended February 28,						Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Three Months Ended February 28,
	2018			2017				2018			2017
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options	$	7		$	5		Revenues	$	9		$	24
Foreign exchange forwards and options	(118		)	(5		)	Cost of sales	(41		)	87
Foreign exchange forwards and options	—			(3		)	Total selling and administrative expense	—			—
Foreign exchange forwards and options	(47		)	4			Other (income) expense, net	(15		)	67
Interest rate swaps(2)	—			—			Interest expense (income), net	(1		)	(2		)
Total designated cash flow hedges	$	(158	)	$	1			$	(48	)	$	176

(1) For the three months ended February 28, 2018 and 2017, the amounts recorded in Other (income) expense, net as a result of hedge ineffectiveness and 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, will be released through Interest expense (income), net over the term of the issued debt.

(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives(1)						Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income(1)
	Nine Months Ended February 28,						Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Nine Months Ended February 28,
	2018			2017				2018			2017
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options	$	26		$	45		Revenues	$	24		$	96
Foreign exchange forwards and options	(382		)	244			Cost of sales	(17		)	260
Foreign exchange forwards and options	1			(1		)	Total selling and administrative expense	—			—
Foreign exchange forwards and options	(169		)	149			Other (income) expense, net	(33		)	141
Interest rate swaps(2)	—			(54		)	Interest expense (income), net	(5		)	(2		)
Total designated cash flow hedges	$	(524	)	$	383			$	(31	)	$	495

(1) For the nine months ended February 28, 2018 and 2017, the amounts recorded in Other (income) expense, net as a result of hedge ineffectiveness and 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, will be released through Interest expense (income), net over the term of the issued debt.

	Amount of Gain (Loss) Recognized in Income on Derivatives												Location of Gain (Loss)  Recognized in Income on Derivatives
	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options	$	(101	)	$	(66	)	$	(270	)	$	101		Other (income) expense, net
Embedded derivatives	1			(1		)	(3		)	(2		)	Other (income) expense, net

Cash Flow Hedges

All changes in fair value of derivatives designated as cash flow hedges, excluding any ineffective portion, are recorded in Accumulated other comprehensive income until Net income is affected by the variability of cash flows of the hedged transaction. Effective hedge results are classified within the Unaudited Condensed Consolidated Statements of Income in the same manner as the underlying exposure. The ineffective portion of the unrealized gains and losses on these contracts, if any, is recorded immediately in earnings. Derivative instruments designated as cash flow hedges must be discontinued when it is no longer probable the forecasted hedged transaction will occur in the initially identified time period. The gains and losses associated with discontinued derivative instruments that were in Accumulated other comprehensive income will be 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 all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will account for the derivative as an undesignated instrument as discussed below.

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 that the Company may elect to hedge in this manner include product cost exposures, non-functional currency denominated external and intercompany revenues, selling and administrative expenses, investments in U.S. Dollar-denominated available-for-sale debt securities and certain other intercompany transactions.

Product cost 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 product 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. When the NTC sells to a NIKE entity with a different functional currency, the result is 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 $13.4 billion as of February 28, 2018.

As of February 28, 2018, $356 million of deferred net losses (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income 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 that are currently outstanding mature. As of February 28, 2018, the maximum term over which the Company was hedging exposures to the variability of cash flows for its forecasted transactions was 27 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. All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S. GAAP. Accordingly, changes in the fair values of the interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt. The Company recorded no ineffectiveness from its interest rate swaps designated as fair value hedges for the three and nine months ended February 28, 2018 or 2017. The Company had no interest rate swaps designated as fair value hedges as of February 28, 2018.

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, except ineffective portions, are reported in Accumulated other comprehensive income along with the foreign currency translation adjustments on those investments. The ineffective portion of the unrealized gains and losses on these contracts, if any, are recorded immediately in earnings. The Company recorded no ineffectiveness from net investment hedges for the three and nine months ended February 28, 2018 or 2017. The Company had no outstanding net investment hedges as of February 28, 2018.

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 Unaudited Condensed Consolidated Balance Sheets and/or embedded derivative contracts. These undesignated instruments are recorded at fair value as a derivative asset or liability on the Unaudited Condensed Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense, net, together with the re-measurement gain or loss from the hedged balance sheet position and/or embedded derivative contract. The total notional amount of outstanding undesignated derivative instruments was $7.1 billion as of February 28, 2018.

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 Unaudited Condensed 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 February 28, 2018, the total notional amount of embedded derivatives outstanding was approximately $240 million.

Credit Risk

The Company is exposed to credit-related losses in the event of non-performance 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 also trigger collateral requirements. As of February 28, 2018, the Company was in compliance with all credit risk-related contingent features and had derivative instruments with credit risk-related contingent features in a net liability position of $565 million. Accordingly, the Company was required to post $354 million of cash collateral to various counterparties to its derivative contracts as a result of these contingent features. As of February 28, 2018, the Company had received no cash collateral from its counterparties to its derivative contracts (refer to Note 4 — Fair Value Measurements). The Company considers the impact of the risk of counterparty default to be immaterial.

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Accumulated Other Comprehensive Income

9 Months Ended

Feb. 28, 2018

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income

Note 10 — Accumulated Other Comprehensive Income

The changes in Accumulated other comprehensive income, net of tax, for the three and nine months ended February 28, 2018 were as follows:

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at November 30, 2017	$	(177	)	$	(439	)	$	115	$	(86	)	$	(587	)
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	51			(156		)	—		(15		)	(120		)
Reclassifications to net income of previously deferred (gains) losses(3)	—			49			—		17			66
Total other comprehensive (loss) income	51			(107		)	—		2			(54		)
Reclassifications to retained earnings in accordance with ASU 2018-02(4)	24			(7		)	—		—			17
Balance at February 28, 2018	$	(102	)	$	(553	)	$	115	$	(84	)	$	(624	)

(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, $2 million, $0 million, $0 million and $2 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $1 million, $0 million, $1 million and $2 million, respectively.

(4) Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018.

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at May 31, 2017	$	(191	)	$	(52	)	$	115	$	(85	)	$	(213	)
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	65			(523		)	—		(35		)	(493		)
Reclassifications to net income of previously deferred (gains) losses(3)	—			29			—		36			65
Total other comprehensive (loss) income	65			(494		)	—		1			(428		)
Reclassifications to retained earnings in accordance with ASU 2018-02(4)	24			(7		)	—		—			17
Balance at February 28, 2018	$	(102	)	$	(553	)	$	115	$	(84	)	$	(624	)

(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 $(23) million, $1 million, $0 million, $0 million and $(22) million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(2) million, $0 million, $1 million and $(1) million, respectively.

(4) Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018.

The changes in Accumulated other comprehensive income, net of tax, for the three and nine months ended February 28, 2017 were as follows:

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at November 30, 2016	$	(218	)	$	546		$	115	$	(44	)	$	399
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	13			2			—		—			15
Reclassifications to net income of previously deferred (gains) losses(3)	(1		)	(177		)	—		(7		)	(185		)
Total other comprehensive (loss) income	12			(175		)	—		(7		)	(170		)
Balance at February 28, 2017	$	(206	)	$	371		$	115	$	(51	)	$	229

(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, $1 million, $0 million, $(1) million and $0 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(1) million, $0 million, $2 million and $1 million, respectively.

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at May 31, 2016	$	(207	)	$	463		$	115	$	(53	)	$	318
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	2			406			—		18			426
Reclassifications to net income of previously deferred (gains) losses(3)	(1		)	(498		)	—		(16		)	(515		)
Total other comprehensive (loss) income	1			(92		)	—		2			(89		)
Balance at February 28, 2017	$	(206	)	$	371		$	115	$	(51	)	$	229

(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, $23 million, $0 million, $0 million and $23 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(3) million, $0 million, $1 million and $(2) million, respectively.

The following table summarizes the reclassifications from Accumulated other comprehensive income to the Unaudited Condensed Consolidated Statements of Income:

	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income												Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
Gains (losses) on foreign currency translation adjustment	$	—		$	1		$	—		$	1		Other (income) expense, net
Total before tax	—			1			—			1
Tax (expense) benefit	—			—			—			—
Gain (loss) net of tax	—			1			—			1
Gains (losses) on cash flow hedges:
Foreign exchange forwards and options	$	9		$	24		$	24		$	96		Revenues
Foreign exchange forwards and options	(41		)	87			(17		)	260			Cost of sales
Foreign exchange forwards and options	(15		)	67			(33		)	141			Other (income) expense, net
Interest rate swaps	(1		)	(2		)	(5		)	(2		)	Interest expense (income), net
Total before tax	(48		)	176			(31		)	495
Tax (expense) benefit	(1		)	1			2			3
Gain (loss) net of tax	(49		)	177			(29		)	498
Gains (losses) on other	(16		)	9			(35		)	17			Other (income) expense, net
Total before tax	(16		)	9			(35		)	17
Tax (expense) benefit	(1		)	(2		)	(1		)	(1		)
Gain (loss) net of tax	(17		)	7			(36		)	16
Total net gain (loss) reclassified for the period	$	(66	)	$	185		$	(65	)	$	515

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Operating Segments

9 Months Ended

Feb. 28, 2018

Segment Reporting [Abstract]

Operating Segments

Note 11 — Operating Segments

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. In June 2017, NIKE, Inc. announced a new company alignment designed to allow NIKE to better serve the consumer personally, at scale. As a result of this organizational realignment, the Company’s reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa; Greater China; and Asia Pacific & Latin America, and include results for the NIKE, Jordan and Hurley brands. Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation. This includes reclassified operating segment data to reflect the changes in the Company’s operating structure, which became effective June 1, 2017. These changes had no impact on previously reported consolidated statements of income, balance sheets, statements of cash flows or statements of shareholders’ equity.

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 casual 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 primarily represents NIKE Brand licensing businesses that are not part of a geographic operating segment, and demand creation, operating overhead and product creation and design expenses that are centrally managed for the NIKE Brand.

Corporate consists largely 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.

The primary financial measure used by the Company to evaluate performance of individual operating segments is earnings before interest and taxes (commonly referred to as “EBIT”), which represents Net income before Interest expense (income), net and Income tax expense in the Unaudited Condensed 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.

	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
REVENUES
North America	$	3,571		$	3,782		$	10,980		$	11,463
Europe, Middle East & Africa	2,299			1,925			6,776			5,979
Greater China	1,336			1,075			3,666			3,150
Asia Pacific & Latin America	1,268			1,122			3,730			3,459
Global Brand Divisions	21			19			64			55
Total NIKE Brand	8,495			7,923			25,216			24,106
Converse	483			498			1,374			1,488
Corporate	6			11			18			79
TOTAL NIKE, INC. REVENUES	$	8,984		$	8,432		$	26,608		$	25,673
EARNINGS BEFORE INTEREST AND TAXES
North America	$	840		$	980		$	2,625		$	2,896
Europe, Middle East & Africa	417			361			1,205			1,159
Greater China	496			381			1,268			1,127
Asia Pacific & Latin America	298			228			849			703
Global Brand Divisions	(649		)	(598		)	(1,926		)	(1,988		)
Total NIKE Brand	1,402			1,352			4,021			3,897
Converse	69			109			206			340
Corporate	(299		)	(119		)	(1,075		)	(478		)
Total NIKE, Inc. Earnings Before Interest and Taxes	1,172			1,342			3,152			3,759
Interest expense (income), net	13			19			42			41
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES	$	1,159		$	1,323		$	3,110		$	3,718

	As of February 28,			As of May 31,
(In millions)	2018			2017
ACCOUNTS RECEIVABLE, NET
North America	$	1,594		$	1,798
Europe, Middle East & Africa	929			690
Greater China	136			102
Asia Pacific & Latin America	734			693
Global Brand Divisions	101			86
Total NIKE Brand	3,494			3,369
Converse	274			297
Corporate	24			11
TOTAL ACCOUNTS RECEIVABLE, NET	$	3,792		$	3,677
INVENTORIES
North America	$	2,242		$	2,218
Europe, Middle East & Africa	1,457			1,327
Greater China	613			463
Asia Pacific & Latin America	787			694
Global Brand Divisions	97			68
Total NIKE Brand	5,196			4,770
Converse	277			286
Corporate	(107		)	(1		)
TOTAL INVENTORIES	$	5,366		$	5,055
PROPERTY, PLANT AND EQUIPMENT, NET
North America	$	833		$	819
Europe, Middle East & Africa	794			709
Greater China	253			225
Asia Pacific & Latin America	350			340
Global Brand Divisions	556			533
Total NIKE Brand	2,786			2,626
Converse	118			125
Corporate	1,394			1,238
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET	$	4,298		$	3,989

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Commitments and Contingencies

9 Months Ended

Feb. 28, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12 — Commitments and Contingencies

As of February 28, 2018, the Company had letters of credit outstanding totaling $155 million. These letters of credit were issued primarily for the purchase of inventory and guarantees of the Company’s performance under certain self-insurance and other programs.

There have been no other significant subsequent developments relating to the commitments and contingencies reported on the Company’s latest Annual Report on Form 10-K.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Feb. 28, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The Unaudited Condensed Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the “Company”) and reflect all normal adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. The year-end Condensed Consolidated Balance Sheet data as of May 31, 2017 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial information and notes thereto should be read in conjunction with the Company’s latest Annual Report on Form 10-K. The results of operations for the three and nine months ended February 28, 2018 are not necessarily indicative of results to be expected for the entire year.

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation, including reclassified geographic operating segment data to reflect the changes in the Company’s operating structure, which became effective on June 1, 2017. Refer to Note 11 — Operating Segments for additional information.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards

In February 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows for reclassification of stranded tax effects on items resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from Accumulated other comprehensive income to Retained earnings. Tax effects unrelated to the Tax Act are released from Accumulated other comprehensive income using either the specific identification approach or the portfolio approach based on the nature of the underlying item.

The Company early adopted the ASU in the third quarter of fiscal 2018. As a result of the adoption, during the third quarter and first nine months of fiscal 2018, Retained earnings decreased by $17 million, with a corresponding increase to Accumulated other comprehensive income due to the reduction in the corporate tax rate from 35% to 21%. Refer to Note 6 — Income Taxes for additional information about the Tax Act.

In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which changes how companies account for certain aspects of share-based payment awards to employees. The Company adopted the ASU in the first quarter of fiscal 2018. The updated guidance requires excess tax benefits and deficiencies from share-based payment awards to be recorded in income tax expense in the income statement. Previously, excess tax benefits and deficiencies were recognized in shareholders’ equity on the balance sheet. This change is required to be applied prospectively. During the third quarter and first nine months of fiscal 2018, the Company recognized $72 million and $194 million, respectively, of excess tax benefits related to share-based payment awards in Income tax expense in the Unaudited Condensed Consolidated Statements of Income.

Additionally, ASU 2016-09 modified the classification of certain share-based payment activities within the statement of cash flows, which the Company applied retrospectively. As a result, for the nine months ended February 28, 2017, the Company reclassified a cash inflow of $125 million related to excess tax benefits from share-based payment awards from Cash used by financing activities to Cash provided by operations, and reclassified a cash outflow of $8 million related to tax payments for the net settlement of share-based payment awards from Cash provided by operations to Cash used by financing activities within the Unaudited Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Standards

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The update to the standard is effective for the Company on June 1, 2019, with early adoption permitted in any interim period. The Company is currently evaluating the effect the guidance will have on the Consolidated Financial Statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The updated guidance requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Income tax effects of intra-entity transfers of inventory will continue to be deferred until the inventory has been sold to a third party. The Company will adopt the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of applying the new standard recognized in retained earnings at the date of adoption. Although the final impact is subject to change, if adopted at February 28, 2018, the ASU would have resulted in a reduction to Retained earnings through a cumulative effect adjustment of approximately $520 million.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which replaces existing lease accounting guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. The new guidance will require the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company will adopt the standard on June 1, 2019. The ASU is required to be applied using a modified retrospective approach at the beginning of the earliest period presented, with optional practical expedients. The Company continues to assess the effect the guidance will have on its existing accounting policies and the Consolidated Financial Statements and expects there will be an increase in assets and liabilities on the Consolidated Balance Sheets at adoption due to the recording of right-of-use assets and corresponding lease liabilities, which may be material. Refer to Note 15 — Commitments and Contingencies of the Annual Report on Form 10-K for the fiscal year ended May 31, 2017 for information about the Company’s lease obligations.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company beginning June 1, 2018. The Company does not expect the adoption to have a material impact on the Consolidated Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606),which replaces existing revenue recognition guidance. The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company will adopt the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of initially applying the standard recognized in retained earnings at the date of adoption.

While the Company does not expect the adoption of this standard to have a material impact on the Company’s net Revenues in the Consolidated Statements of Income, the Company anticipates revenues for certain wholesale transactions and substantially all digital commerce sales will be recognized upon shipment rather than upon delivery to the customer.

Additionally, provisions for post-invoice sales discounts, returns and miscellaneous claims will be recognized as accrued liabilities rather than as reductions to Accounts receivable, net; and the estimated cost of inventory associated with the provision for sales returns will be recorded within Prepaid expenses and other current assets on the Consolidated Balance Sheets. The Company continues to evaluate the impact of this new standard, including on accounting policies, disclosures, internal control over financial reporting and its contracts with customers.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale 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 established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

The levels of the fair value hierarchy are described below:

• 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 for which there is 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 non-performance risk of the Company and that of 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.

Hedging Derivatives

The Company elects to record the gross assets and liabilities of its derivative financial instruments on the Unaudited Condensed 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 Unaudited Condensed Consolidated Statements of Cash Flows. Any amounts of non-cash collateral received, such as securities, are not recorded on the Unaudited Condensed Consolidated Balance Sheets pursuant to U.S. GAAP. For further information related to credit risk, refer to Note 9 — Risk Management and Derivatives.

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, except ineffective portions, are reported in Accumulated other comprehensive income along with the foreign currency translation adjustments on those investments. The ineffective portion of the unrealized gains and losses on these contracts, if any, are recorded immediately in earnings.

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. All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S. GAAP. Accordingly, changes in the fair values of the interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt.

Cash Flow Hedges

All changes in fair value of derivatives designated as cash flow hedges, excluding any ineffective portion, are recorded in Accumulated other comprehensive income until Net income is affected by the variability of cash flows of the hedged transaction. Effective hedge results are classified within the Unaudited Condensed Consolidated Statements of Income in the same manner as the underlying exposure. The ineffective portion of the unrealized gains and losses on these contracts, if any, is recorded immediately in earnings. Derivative instruments designated as cash flow hedges must be discontinued when it is no longer probable the forecasted hedged transaction will occur in the initially identified time period. The gains and losses associated with discontinued derivative instruments that were in Accumulated other comprehensive income will be 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 all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will account for the derivative as an undesignated instrument as discussed below.

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 that the Company may elect to hedge in this manner include product cost exposures, non-functional currency denominated external and intercompany revenues, selling and administrative expenses, investments in U.S. Dollar-denominated available-for-sale debt securities and certain other intercompany transactions.

Product cost 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 product 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. When the NTC sells to a NIKE entity with a different functional currency, the result is 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.

Undesignated Derivative Instruments

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 Unaudited Condensed Consolidated Balance Sheets and/or embedded derivative contracts. These undesignated instruments are recorded at fair value as a derivative asset or liability on the Unaudited Condensed Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense, net, together with the re-measurement gain or loss from the hedged balance sheet position and/or embedded derivative contract.

Embedded Derivatives

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 Unaudited Condensed 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.

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Accrued Liabilities (Tables)

9 Months Ended

Feb. 28, 2018

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Liabilities

Accrued liabilities included the following:

	As of February 28,		As of May 31,
(In millions)	2018		2017
Compensation and benefits, excluding taxes	$	886	$	871
Fair value of derivatives	539		168
Endorsement compensation	354		396
Dividends payable	324		300
Import and logistics costs	293		257
Taxes other than income taxes payable	244		196
Advertising and marketing	182		125
Other(1)	905		698
TOTAL ACCRUED LIABILITIES	$	3,727	$	3,011

(1) Other consists of various accrued expenses with no individual item accounting for more than 5% of the total Accrued liabilities balance at February 28, 2018 and May 31, 2017.

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Fair Value Measurements (Tables)

9 Months Ended

Feb. 28, 2018

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis as of February 28, 2018 and May 31, 2017, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.

	As of February 28, 2018
(In millions)	Assets at Fair Value		Cash and Equivalents		Short-term Investments		Other Long-term Assets
Cash	$	620	$	620	$	—	$	—
Level 1:
U.S. Treasury securities	865		150		715		—
Level 2:
Time deposits	773		769		4		—
U.S. Agency securities	45		—		45		—
Commercial paper and bonds	477		152		325		—
Money market funds	1,971		1,971		—		—
Total Level 2:	3,266		2,892		374		—
Level 3:
Non-marketable preferred stock	11		—		—		11
TOTAL	$	4,762	$	3,662	$	1,089	$	11

	As of May 31, 2017
(In millions)	Assets at Fair Value		Cash and Equivalents		Short-term Investments		Other Long-term Assets
Cash	$	505	$	505	$	—	$	—
Level 1:
U.S. Treasury securities	1,545		159		1,386		—
Level 2:
Time deposits	813		769		44		—
U.S. Agency securities	522		150		372		—
Commercial paper and bonds	820		251		569		—
Money market funds	1,974		1,974		—		—
Total Level 2:	4,129		3,144		985		—
Level 3:
Non-marketable preferred stock	10		—		—		10
TOTAL	$	6,189	$	3,808	$	2,371	$	10

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following tables present information about the Company’s derivative assets and liabilities measured at fair value on a recurring basis as of February 28, 2018 and May 31, 2017, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.

	As of February 28, 2018
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	83	$	65	$	18	$	648	$	536	$	112
Embedded derivatives	13		2		11		8		3		5
TOTAL	$	96	$	67	$	29	$	656	$	539	$	117

(1) If the foreign exchange derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $83 millionas ofFebruary 28, 2018. As of that date, the Company had posted$354 millionof cash collateral to various counterparties related to foreign exchange derivative instruments.Noamount of collateral was received on the Company’s derivative asset balance as ofFebruary 28, 2018.

	As of May 31, 2017
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	231	$	216	$	15	$	246	$	166	$	80
Embedded derivatives	10		1		9		8		2		6
TOTAL	$	241	$	217	$	24	$	254	$	168	$	86

(1) If the foreign exchange derivative instruments had been netted on the Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $187 million as of May 31, 2017. As of that date, no amount of cash collateral had been received or posted on the derivative asset and liability balances related to foreign exchange derivative instruments.

The following table presents the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2018 and May 31, 2017. Refer to Note 4 — Fair Value Measurements for a description of how the financial instruments in the table below are valued.

	Derivative Assets					Derivative Liabilities
(In millions)	Balance Sheet Location	February 28, 2018		May 31, 2017		Balance Sheet  Location	February 28, 2018		May 31, 2017
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	$	42	$	113	Accrued liabilities	$	403	$	59
Foreign exchange forwards and options	Deferred income taxes and other assets	18		13		Deferred income taxes and other liabilities	112		73
Total derivatives formally designated as hedging instruments		60		126			515		132
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	23		103		Accrued liabilities	133		107
Embedded derivatives	Prepaid expenses and other current assets	2		1		Accrued liabilities	3		2
Foreign exchange forwards and options	Deferred income taxes and other assets	—		2		Deferred income taxes and other liabilities	—		7
Embedded derivatives	Deferred income taxes and other assets	11		9		Deferred income taxes and other liabilities	5		6
Total derivatives not designated as hedging instruments		36		115			141		122
TOTAL DERIVATIVES		$	96	$	241		$	656	$	254

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Common Stock and Stock-Based Compensation (Tables)

9 Months Ended

Feb. 28, 2018

Share-based Compensation [Abstract]

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan

The following table summarizes the Company’s total stock-based compensation expense recognized in Cost of sales or Operating overhead expense, as applicable:

	Three Months Ended February 28,				Nine Months Ended February 28,
(In millions)	2018		2017		2018		2017
Stock options(1)	$	38	$	35	$	110	$	110
ESPPs	7		7		24		27
Restricted stock	10		9		24		25
TOTAL STOCK-BASED COMPENSATION EXPENSE	$	55	$	51	$	158	$	162

(1) Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. Accelerated stock option expense was $6 million and $3 million for the three months ended February 28, 2018 and 2017, respectively, and $14 million and $11 million for the nine months ended February 28, 2018 and 2017, respectively.

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The weighted average assumptions used to estimate these fair values were as follows:

	Nine Months Ended February 28,
	2018		2017
Dividend yield	1.2	%	1.1	%
Expected volatility	16.4	%	17.4	%
Weighted average expected life (in years)	6.0		6.0
Risk-free interest rate	2.0	%	1.3	%

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Earnings Per Share (Tables)

9 Months Ended

Feb. 28, 2018

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following is a reconciliation from basic earnings per common share to diluted earnings per common share. As a result of the net loss incurred for the three months ended February 28, 2018, all outstanding options, including shares under ESPPs, to purchase common stock, and other awards of common stock have been excluded from the computation of diluted earnings per common share because the inclusion of the shares would have been anti-dilutive. Additionally, 42.9 million options for the nine months ended February 28, 2018, and 31.1 million and 31.0 million options for the three and nine months ended February 28, 2017, respectively, have been excluded from the computations of diluted earnings per common share because the options were anti-dilutive.

	Three Months Ended February 28,					Nine Months Ended February 28,
(In millions, except per share data)	2018			2017		2018		2017
Determination of shares:
Weighted average common shares outstanding	1,623.5			1,653.1		1,629.9		1,661.5
Assumed conversion of dilutive stock options and awards	—			33.2		35.8		34.9
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	1,623.5			1,686.3		1,665.7		1,696.4
(Loss) earnings per common share:
Basic	$	(0.57	)	$	0.69	$	0.49	$	1.95
Diluted	$	(0.57	)	$	0.68	$	0.48	$	1.91

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Risk Management and Derivatives (Tables)

9 Months Ended

Feb. 28, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following tables present information about the Company’s derivative assets and liabilities measured at fair value on a recurring basis as of February 28, 2018 and May 31, 2017, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.

	As of February 28, 2018
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	83	$	65	$	18	$	648	$	536	$	112
Embedded derivatives	13		2		11		8		3		5
TOTAL	$	96	$	67	$	29	$	656	$	539	$	117

(1) If the foreign exchange derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $83 millionas ofFebruary 28, 2018. As of that date, the Company had posted$354 millionof cash collateral to various counterparties related to foreign exchange derivative instruments.Noamount of collateral was received on the Company’s derivative asset balance as ofFebruary 28, 2018.

	As of May 31, 2017
	Derivative Assets						Derivative Liabilities
(In millions)	Assets at Fair Value		Other Current Assets		Other Long-term Assets		Liabilities at Fair Value		Accrued Liabilities		Other Long-term Liabilities
Level 2:
Foreign exchange forwards and options(1)	$	231	$	216	$	15	$	246	$	166	$	80
Embedded derivatives	10		1		9		8		2		6
TOTAL	$	241	$	217	$	24	$	254	$	168	$	86

(1) If the foreign exchange derivative instruments had been netted on the Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $187 million as of May 31, 2017. As of that date, no amount of cash collateral had been received or posted on the derivative asset and liability balances related to foreign exchange derivative instruments.

The following table presents the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2018 and May 31, 2017. Refer to Note 4 — Fair Value Measurements for a description of how the financial instruments in the table below are valued.

	Derivative Assets					Derivative Liabilities
(In millions)	Balance Sheet Location	February 28, 2018		May 31, 2017		Balance Sheet  Location	February 28, 2018		May 31, 2017
Derivatives formally designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	$	42	$	113	Accrued liabilities	$	403	$	59
Foreign exchange forwards and options	Deferred income taxes and other assets	18		13		Deferred income taxes and other liabilities	112		73
Total derivatives formally designated as hedging instruments		60		126			515		132
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options	Prepaid expenses and other current assets	23		103		Accrued liabilities	133		107
Embedded derivatives	Prepaid expenses and other current assets	2		1		Accrued liabilities	3		2
Foreign exchange forwards and options	Deferred income taxes and other assets	—		2		Deferred income taxes and other liabilities	—		7
Embedded derivatives	Deferred income taxes and other assets	11		9		Deferred income taxes and other liabilities	5		6
Total derivatives not designated as hedging instruments		36		115			141		122
TOTAL DERIVATIVES		$	96	$	241		$	656	$	254

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The following tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income for the three and nine months ended February 28, 2018 and 2017:

(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives(1)						Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income(1)
	Three Months Ended February 28,						Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Three Months Ended February 28,
	2018			2017				2018			2017
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options	$	7		$	5		Revenues	$	9		$	24
Foreign exchange forwards and options	(118		)	(5		)	Cost of sales	(41		)	87
Foreign exchange forwards and options	—			(3		)	Total selling and administrative expense	—			—
Foreign exchange forwards and options	(47		)	4			Other (income) expense, net	(15		)	67
Interest rate swaps(2)	—			—			Interest expense (income), net	(1		)	(2		)
Total designated cash flow hedges	$	(158	)	$	1			$	(48	)	$	176

(1) For the three months ended February 28, 2018 and 2017, the amounts recorded in Other (income) expense, net as a result of hedge ineffectiveness and 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, will be released through Interest expense (income), net over the term of the issued debt.

(In millions)	Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives(1)						Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income(1)
	Nine Months Ended February 28,						Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Nine Months Ended February 28,
	2018			2017				2018			2017
Derivatives designated as cash flow hedges:
Foreign exchange forwards and options	$	26		$	45		Revenues	$	24		$	96
Foreign exchange forwards and options	(382		)	244			Cost of sales	(17		)	260
Foreign exchange forwards and options	1			(1		)	Total selling and administrative expense	—			—
Foreign exchange forwards and options	(169		)	149			Other (income) expense, net	(33		)	141
Interest rate swaps(2)	—			(54		)	Interest expense (income), net	(5		)	(2		)
Total designated cash flow hedges	$	(524	)	$	383			$	(31	)	$	495

(1) For the nine months ended February 28, 2018 and 2017, the amounts recorded in Other (income) expense, net as a result of hedge ineffectiveness and 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, will be released through Interest expense (income), net over the term of the issued debt.

	Amount of Gain (Loss) Recognized in Income on Derivatives												Location of Gain (Loss)  Recognized in Income on Derivatives
	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
Derivatives not designated as hedging instruments:
Foreign exchange forwards and options	$	(101	)	$	(66	)	$	(270	)	$	101		Other (income) expense, net
Embedded derivatives	1			(1		)	(3		)	(2		)	Other (income) expense, net

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Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Feb. 28, 2018

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income

The changes in Accumulated other comprehensive income, net of tax, for the three and nine months ended February 28, 2018 were as follows:

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at November 30, 2017	$	(177	)	$	(439	)	$	115	$	(86	)	$	(587	)
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	51			(156		)	—		(15		)	(120		)
Reclassifications to net income of previously deferred (gains) losses(3)	—			49			—		17			66
Total other comprehensive (loss) income	51			(107		)	—		2			(54		)
Reclassifications to retained earnings in accordance with ASU 2018-02(4)	24			(7		)	—		—			17
Balance at February 28, 2018	$	(102	)	$	(553	)	$	115	$	(84	)	$	(624	)

(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, $2 million, $0 million, $0 million and $2 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $1 million, $0 million, $1 million and $2 million, respectively.

(4) Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018.

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at May 31, 2017	$	(191	)	$	(52	)	$	115	$	(85	)	$	(213	)
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	65			(523		)	—		(35		)	(493		)
Reclassifications to net income of previously deferred (gains) losses(3)	—			29			—		36			65
Total other comprehensive (loss) income	65			(494		)	—		1			(428		)
Reclassifications to retained earnings in accordance with ASU 2018-02(4)	24			(7		)	—		—			17
Balance at February 28, 2018	$	(102	)	$	(553	)	$	115	$	(84	)	$	(624	)

(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 $(23) million, $1 million, $0 million, $0 million and $(22) million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(2) million, $0 million, $1 million and $(1) million, respectively.

(4) Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018.

The changes in Accumulated other comprehensive income, net of tax, for the three and nine months ended February 28, 2017 were as follows:

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at November 30, 2016	$	(218	)	$	546		$	115	$	(44	)	$	399
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	13			2			—		—			15
Reclassifications to net income of previously deferred (gains) losses(3)	(1		)	(177		)	—		(7		)	(185		)
Total other comprehensive (loss) income	12			(175		)	—		(7		)	(170		)
Balance at February 28, 2017	$	(206	)	$	371		$	115	$	(51	)	$	229

(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, $1 million, $0 million, $(1) million and $0 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(1) million, $0 million, $2 million and $1 million, respectively.

(In millions)	Foreign Currency Translation Adjustment(1)			Cash Flow Hedges			Net Investment Hedges(1)		Other			Total
Balance at May 31, 2016	$	(207	)	$	463		$	115	$	(53	)	$	318
Other comprehensive (loss) income:
Other comprehensive gains (losses) before reclassifications(2)	2			406			—		18			426
Reclassifications to net income of previously deferred (gains) losses(3)	(1		)	(498		)	—		(16		)	(515		)
Total other comprehensive (loss) income	1			(92		)	—		2			(89		)
Balance at February 28, 2017	$	(206	)	$	371		$	115	$	(51	)	$	229

(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, $23 million, $0 million, $0 million and $23 million, respectively.

(3) Net of tax (benefit) expense of $0 million, $(3) million, $0 million, $1 million and $(2) million, respectively.

Reclassification out of Accumulated Other Comprehensive Income

The following table summarizes the reclassifications from Accumulated other comprehensive income to the Unaudited Condensed Consolidated Statements of Income:

	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income												Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
Gains (losses) on foreign currency translation adjustment	$	—		$	1		$	—		$	1		Other (income) expense, net
Total before tax	—			1			—			1
Tax (expense) benefit	—			—			—			—
Gain (loss) net of tax	—			1			—			1
Gains (losses) on cash flow hedges:
Foreign exchange forwards and options	$	9		$	24		$	24		$	96		Revenues
Foreign exchange forwards and options	(41		)	87			(17		)	260			Cost of sales
Foreign exchange forwards and options	(15		)	67			(33		)	141			Other (income) expense, net
Interest rate swaps	(1		)	(2		)	(5		)	(2		)	Interest expense (income), net
Total before tax	(48		)	176			(31		)	495
Tax (expense) benefit	(1		)	1			2			3
Gain (loss) net of tax	(49		)	177			(29		)	498
Gains (losses) on other	(16		)	9			(35		)	17			Other (income) expense, net
Total before tax	(16		)	9			(35		)	17
Tax (expense) benefit	(1		)	(2		)	(1		)	(1		)
Gain (loss) net of tax	(17		)	7			(36		)	16
Total net gain (loss) reclassified for the period	$	(66	)	$	185		$	(65	)	$	515

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Operating Segments (Tables)

9 Months Ended

Feb. 28, 2018

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

	Three Months Ended February 28,						Nine Months Ended February 28,
(In millions)	2018			2017			2018			2017
REVENUES
North America	$	3,571		$	3,782		$	10,980		$	11,463
Europe, Middle East & Africa	2,299			1,925			6,776			5,979
Greater China	1,336			1,075			3,666			3,150
Asia Pacific & Latin America	1,268			1,122			3,730			3,459
Global Brand Divisions	21			19			64			55
Total NIKE Brand	8,495			7,923			25,216			24,106
Converse	483			498			1,374			1,488
Corporate	6			11			18			79
TOTAL NIKE, INC. REVENUES	$	8,984		$	8,432		$	26,608		$	25,673
EARNINGS BEFORE INTEREST AND TAXES
North America	$	840		$	980		$	2,625		$	2,896
Europe, Middle East & Africa	417			361			1,205			1,159
Greater China	496			381			1,268			1,127
Asia Pacific & Latin America	298			228			849			703
Global Brand Divisions	(649		)	(598		)	(1,926		)	(1,988		)
Total NIKE Brand	1,402			1,352			4,021			3,897
Converse	69			109			206			340
Corporate	(299		)	(119		)	(1,075		)	(478		)
Total NIKE, Inc. Earnings Before Interest and Taxes	1,172			1,342			3,152			3,759
Interest expense (income), net	13			19			42			41
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES	$	1,159		$	1,323		$	3,110		$	3,718

Reconciliation of Assets from Segment to Consolidated

	As of February 28,			As of May 31,
(In millions)	2018			2017
ACCOUNTS RECEIVABLE, NET
North America	$	1,594		$	1,798
Europe, Middle East & Africa	929			690
Greater China	136			102
Asia Pacific & Latin America	734			693
Global Brand Divisions	101			86
Total NIKE Brand	3,494			3,369
Converse	274			297
Corporate	24			11
TOTAL ACCOUNTS RECEIVABLE, NET	$	3,792		$	3,677
INVENTORIES
North America	$	2,242		$	2,218
Europe, Middle East & Africa	1,457			1,327
Greater China	613			463
Asia Pacific & Latin America	787			694
Global Brand Divisions	97			68
Total NIKE Brand	5,196			4,770
Converse	277			286
Corporate	(107		)	(1		)
TOTAL INVENTORIES	$	5,366		$	5,055
PROPERTY, PLANT AND EQUIPMENT, NET
North America	$	833		$	819
Europe, Middle East & Africa	794			709
Greater China	253			225
Asia Pacific & Latin America	350			340
Global Brand Divisions	556			533
Total NIKE Brand	2,786			2,626
Converse	118			125
Corporate	1,394			1,238
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET	$	4,298		$	3,989

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Summary of Significant Accounting Policies (Detail) - USD ($) $ in Millions		3 Months Ended	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2018	Feb. 28, 2018	Feb. 28, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reclassifications to retained earnings in accordance with ASU 2018-02		$ 17	$ 17
Excess tax benefit, amount		72	194
Cash inflow (outflow) from operations			2,685	$ 2,884
Cash inflow (outflow) from financing activities			(3,448)	(1,483)
Accounting Standards Update 2018-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reclassifications to retained earnings in accordance with ASU 2018-02		$ 17	$ 17
Accounting Standards Update 2016-09, Excess Tax Benefit Component
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash inflow (outflow) from operations				125
Cash inflow (outflow) from financing activities				(125)
Accounting Standards Update 2016-09, Statutory Tax Withholding Component
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash inflow (outflow) from operations				8
Cash inflow (outflow) from financing activities				$ (8)
Scenario, Forecast | Accounting Standards Update 2016-16
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative effect adjustment on retained earnings	$ 520

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Inventories (Detail) - USD ($) $ in Millions	Feb. 28, 2018	May 31, 2017
Inventory Disclosure [Abstract]
Inventory balances (substantially all finished goods)	$ 5,366	$ 5,055

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Accrued Liabilities (Detail) - USD ($) $ in Millions	Feb. 28, 2018	May 31, 2017
Accrued Liabilities, Current [Abstract]
Compensation and benefits, excluding taxes	$ 886	$ 871
Fair value of derivatives	539	168
Endorsement compensation	354	396
Dividends payable	324	300
Import and logistics costs	293	257
Taxes other than income taxes payable	244	196
Advertising and marketing	182	125
Other	905	698
TOTAL ACCRUED LIABILITIES	$ 3,727	$ 3,011

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Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Feb. 28, 2018	May 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Cash	$ 620	$ 505
Assets at Fair Value	4,762	6,189
Cash and Equivalents	3,662	3,808
Short-term Investments	1,089	2,371
Other Long-term Assets	11	10
Fair Value Measurements Using Level 1 | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Assets at Fair Value	865	1,545
Cash and Equivalents	150	159
Short-term Investments	715	1,386
Other Long-term Assets	0	0
Fair Value Measurements Using Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Assets at Fair Value	3,266	4,129
Cash and Equivalents	2,892	3,144
Short-term Investments	374	985
Other Long-term Assets	0	0
Fair Value Measurements Using Level 2 | Time deposits
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Assets at Fair Value	773	813
Cash and Equivalents	769	769
Short-term Investments	4	44
Other Long-term Assets	0	0
Fair Value Measurements Using Level 2 | U.S. Agency securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Assets at Fair Value	45	522
Cash and Equivalents	0	150
Short-term Investments	45	372
Other Long-term Assets	0	0
Fair Value Measurements Using Level 2 | Commercial paper and bonds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Assets at Fair Value	477	820
Cash and Equivalents	152	251
Short-term Investments	325	569
Other Long-term Assets	0	0
Fair Value Measurements Using Level 2 | Money market funds
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Assets at Fair Value	1,971	1,974
Cash and Equivalents	1,971	1,974
Short-term Investments	0	0
Other Long-term Assets	0	0
Fair Value Measurements Using Level 3 | Non-marketable preferred stock
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Assets at Fair Value	11	10
Cash and Equivalents	0	0
Short-term Investments	0	0
Other Long-term Assets	$ 11	$ 10

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Fair Value Measurements - Derivative Assets and Liabilities at Fair Value (Detail) - USD ($)	Feb. 28, 2018	May 31, 2017
Derivatives, Fair Value [Line Items]
Accrued Liabilities	$ 539,000,000	$ 168,000,000
Fair Value, Measurements, Recurring | Foreign exchange forwards and options
Derivatives, Fair Value [Line Items]
Reduction in derivative assets if netted	83,000,000	187,000,000
Reduction in derivative liabilities if netted	83,000,000	187,000,000
Fair Value Measurements Using Level 2 | Fair Value, Measurements, Recurring
Derivatives, Fair Value [Line Items]
Assets at Fair Value	96,000,000	241,000,000
Other Current Assets	67,000,000	217,000,000
Other Long-term Assets	29,000,000	24,000,000
Liabilities at Fair Value	656,000,000	254,000,000
Accrued Liabilities	539,000,000	168,000,000
Other Long-term Liabilities	117,000,000	86,000,000
Fair Value Measurements Using Level 2 | Fair Value, Measurements, Recurring | Foreign exchange forwards and options
Derivatives, Fair Value [Line Items]
Assets at Fair Value	83,000,000	231,000,000
Other Current Assets	65,000,000	216,000,000
Other Long-term Assets	18,000,000	15,000,000
Liabilities at Fair Value	648,000,000	246,000,000
Accrued Liabilities	536,000,000	166,000,000
Other Long-term Liabilities	112,000,000	80,000,000
Fair Value Measurements Using Level 2 | Fair Value, Measurements, Recurring | Embedded derivatives
Derivatives, Fair Value [Line Items]
Assets at Fair Value	13,000,000	10,000,000
Other Current Assets	2,000,000	1,000,000
Other Long-term Assets	11,000,000	9,000,000
Liabilities at Fair Value	8,000,000	8,000,000
Accrued Liabilities	3,000,000	2,000,000
Other Long-term Liabilities	5,000,000	6,000,000
Cash and Cash Equivalents | Foreign exchange forwards and options
Derivatives, Fair Value [Line Items]
Collateral posted on derivative liabilities	354,000,000	0
Collateral received on derivative assets	$ 0	$ 0

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Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017	May 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Interest income	$ 12,000,000	$ 8,000,000	$ 36,000,000	$ 17,000,000
Fair value transfers between fair value hierarchy levels			0		$ 0
Available-for-sale Securities
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Available-for-sale securities with maturity dates within one year from purchase date	1,057,000,000		1,057,000,000
Available-for-sale securities with maturity dates over one year and less than five years from purchase date	32,000,000		32,000,000
Fair Value Measurements Using Level 2
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items]
Fair value of long term debt	$ 3,327,000,000		$ 3,327,000,000		$ 3,401,000,000

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Short-Term Borrowings and Credit Lines (Detail) - USD ($)	Feb. 28, 2018	May 31, 2017
Short-term Debt [Line Items]
Notes payable	$ 11,000,000	$ 325,000,000
Commercial paper
Short-term Debt [Line Items]
Notes payable	0	$ 325,000,000
Borrowing capacity	$ 2,000,000,000
Notes payable - interest rate		0.86%

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Income Taxes (Detail) - USD ($) $ in Millions	3 Months Ended	5 Months Ended	9 Months Ended
	Feb. 28, 2018	May 31, 2018	Feb. 28, 2018	Feb. 28, 2017	May 31, 2017
Income Tax [Line Items]
Effective tax rate on continuing operations (percent)			74.40%	13.10%
Tax Cuts and Jobs Act of 2017, incomplete accounting, provisional income tax expense benefit)	$ 2,030		$ 2,030
Tax Cuts and Jobs Act of 2017, incomplete accounting, transition tax for accumulated foreign earnings, provisional income tax expense			$ 2,010
Installment period			8 years
Tax Cuts And Jobs Act of 2017, incomplete accounting, change in tax rate, provisional income tax expense			$ 107
Tax Cuts and Jobs Act of 2017, incomplete accounting, change in tax rate, deferred tax asset, provisional income tax expense (benefit), gross			149
Effective income tax rate reconciliation, change in enacted tax rate, amount			42
Total gross unrecognized tax benefits, excluding related interest and penalties	718		718		$ 461
Total gross unrecognized tax benefits, excluding related interest and penalties, amount which would affect the Company's effective tax rate if recognized in future periods	504		504
Change in income tax penalties and interest accrued			(25)
Accrued interest and penalties related to uncertain tax positions (excluding federal benefit)	146		146		$ 171
Estimated decrease in total gross unrecognized tax benefits as a result of resolutions of global tax examinations and expiration of applicable statutes of limitations	$ 126		126
Scenario, Forecast
Income Tax [Line Items]
Blended federal statutory rate		29.00%
Deferred income taxes and other liabilities
Income Tax [Line Items]
Tax Cuts and Jobs Act of 2017, incomplete accounting, transition tax for accumulated foreign earnings, provisional income tax expense			$ 1,242

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Common Stock and Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions	9 Months Ended
	Feb. 28, 2018 USD ($) $ / shares shares	Feb. 28, 2017 $ / shares
Class A Convertible Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, shares authorized (in shares) | shares	400,000,000
Common stock, conversion basis	Each share of Class A Common Stock is convertible into one share of Class B Common Stock.
Common stock, Class A conversion ratio to Class B (in shares)	1
Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, no par value (in dollars per share) | $ / shares	$ 0
Common stock, shares authorized (in shares) | shares	2,400,000,000
Shares available for grant (in shares) | shares	718,000,000
Stock options | Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options vesting period	4 years
Stock options expiration from the date of grant	10 years
Unrecognized compensation costs from stock options, net of estimated forfeitures | $	$ 234
Unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized as operating overhead expense over a weighted average period	2 years 2 months 12 days
Weighted average fair value per share of the options granted (in dollars per share) | $ / shares	$ 9.82	$ 9.38
Minimum term of market traded options for estimates of expected volatility	1 year
ESPPs | Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee stock purchase plans, payroll deductions	10.00%
Employee stock purchase plan offering period	6 months
Purchase price of common stock, percent	85.00%

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Common Stock and Stock-Based Compensation - Total Stock-Based Compensation Expense (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense			$ 158	$ 162
Class B Common Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 55	$ 51	158	162
Class B Common Stock | Stock options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	38	35	110	110
Accelerated stock option expense	6	3	14	11
Class B Common Stock | ESPPs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	7	7	24	27
Class B Common Stock | Restricted stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 10	$ 9	$ 24	$ 25

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Common Stock and Stock-Based Compensation - Weighted Average Assumptions Used to Estimate Fair Values (Detail) - Stock options - Class B Common Stock	9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	1.20%	1.10%
Expected volatility	16.40%	17.40%
Weighted average expected life	6 years	6 years
Risk-free interest rate	2.00%	1.30%

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Earnings Per Share - Additional Information (Detail) - shares shares in Millions	3 Months Ended	9 Months Ended
	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Earnings Per Share [Abstract]
Anti-dilutive options not included in the computation of diluted earnings per share	31.1	42.9	31.0

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Earnings Per Share - Reconciliation from Basic to Diluted Earnings Per Share (Detail) - $ / shares	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Determination of shares:
Weighted average common shares outstanding	1,623,500,000	1,653,100,000	1,629,900,000	1,661,500,000
Assumed conversion of dilutive stock options and awards	0	33,200,000	35,800,000	34,900,000
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	1,623,500,000	1,686,300,000	1,665,700,000	1,696,400,000
(Loss) earnings per common share:
Basic (in dollars per share)	$ (0.57)	$ 0.69	$ 0.49	$ 1.95
Diluted (in dollars per share)	$ (0.57)	$ 0.68	$ 0.48	$ 1.91

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Risk Management and Derivatives - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017	May 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Deferred net gains (net of tax) on both outstanding and matured derivatives accumulated in other comprehensive income are expected to be reclassified to net income during the next twelve months as a result of underlying hedged transactions also being recorded in net income	$ 356,000,000		$ 356,000,000
Maximum term over which the Company is hedging exposures to the variability of cash flows for its forecasted and recorded transactions (in months)			27 months
Amount of ineffectiveness on net investment hedges	0	$ 0	$ 0	$ 0
Aggregate fair value of derivative instruments in net liability position	565,000,000		565,000,000
Collateral required	354,000,000		354,000,000
Minimum
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Minimum fair value of outstanding derivative above which the credit related contingent features require the derivative party to post collateral	$ 50,000,000		$ 50,000,000
Derivatives designated as cash flow hedges
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Additional period for forecasted transaction expected to occur			2 months
Percentage of anticipated exposures hedged (percent)	100.00%		100.00%
Total notional amount of outstanding derivatives	$ 13,400,000,000		$ 13,400,000,000
Derivatives designated as cash flow hedges | Minimum
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Typical time period that anticipated exposures are hedged against (in months)			12 months
Derivatives designated as cash flow hedges | Maximum
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Typical time period that anticipated exposures are hedged against (in months)			24 months
Embedded derivatives
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Total notional amount of outstanding derivatives	240,000,000		$ 240,000,000
Interest rate swaps | Derivatives designated as fair value hedges
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Total notional amount of outstanding derivatives	0		0
Gain (loss) on fair value hedge ineffectiveness, net	0	$ 0	0	$ 0
Foreign exchange forwards and options | Cash and Cash Equivalents
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Collateral received on derivative assets	0		0		$ 0
Foreign exchange forwards and options | Derivatives designated as net investment hedges
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Derivative assets (liabilities), at fair value, net	0		0
Undesignated derivative instruments
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Total notional amount of outstanding derivatives	$ 7,100,000,000		$ 7,100,000,000

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Risk Management and Derivatives - FV of Derivative Instruments Included within Consolidated Balance Sheet (Detail) - USD ($) $ in Millions	Feb. 28, 2018	May 31, 2017
Derivatives, Fair Value [Line Items]
Derivative Assets	$ 96	$ 241
Derivative Liabilities	656	254
Derivatives formally designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Assets	60	126
Derivative Liabilities	515	132
Derivatives formally designated as hedging instruments | Foreign exchange forwards and options | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	42	113
Derivatives formally designated as hedging instruments | Foreign exchange forwards and options | Deferred income taxes and other assets
Derivatives, Fair Value [Line Items]
Derivative Assets	18	13
Derivatives formally designated as hedging instruments | Foreign exchange forwards and options | Accrued liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	403	59
Derivatives formally designated as hedging instruments | Foreign exchange forwards and options | Deferred income taxes and other liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	112	73
Derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Derivative Assets	36	115
Derivative Liabilities	141	122
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	23	103
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Deferred income taxes and other assets
Derivatives, Fair Value [Line Items]
Derivative Assets	0	2
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Accrued liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	133	107
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Deferred income taxes and other liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	0	7
Derivatives not designated as hedging instruments | Embedded derivatives | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Derivative Assets	2	1
Derivatives not designated as hedging instruments | Embedded derivatives | Deferred income taxes and other assets
Derivatives, Fair Value [Line Items]
Derivative Assets	11	9
Derivatives not designated as hedging instruments | Embedded derivatives | Accrued liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	3	2
Derivatives not designated as hedging instruments | Embedded derivatives | Deferred income taxes and other liabilities
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 5	$ 6

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Risk Management and Derivatives - Amounts Affecting Consolidated Statements of Income (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivatives	$ (101)	$ (66)	$ (270)	$ 101
Derivatives not designated as hedging instruments | Embedded derivatives | Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Income on Derivatives	1	(1)	(3)	(2)
Derivatives designated as cash flow hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	(158)	1	(524)	383
Amount of Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income	(48)	176	(31)	495
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Revenues
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	7	5	26	45
Amount of Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income	9	24	24	96
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Cost of sales
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	(118)	(5)	(382)	244
Amount of Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income	(41)	87	(17)	260
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Total selling and administrative expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	0	(3)	1	(1)
Amount of Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income	0	0	0	0
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	(47)	4	(169)	149
Amount of Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income	(15)	67	(33)	141
Derivatives designated as cash flow hedges | Interest rate swaps | Interest expense (income), net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives	0	0	0	(54)
Amount of Gain (Loss) Reclassified From Accumulated Other Comprehensive Income into Income	$ (1)	$ (2)	$ (5)	$ (2)

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Accumulated Other Comprehensive Income - Changes in AOCI (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
AOCI Including Portion Attributable to Noncontrolling, Net of Tax [Roll Forward]
Beginning balance			$ 12,407
Other comprehensive (loss) income:
Other comprehensive (losses) gains before reclassifications, net of tax	$ (120)	$ 15	(493)	$ 426
Reclassifications to net income of previously deferred losses (gains), net of tax	66	(185)	65	(515)
Total other comprehensive (loss) income, net of tax	(54)	(170)	(428)	(89)
Reclassifications to retained earnings in accordance with ASU 2018-02	17		17
Ending balance	9,782		9,782
Other comprehensive income, before reclassification, tax benefit (expense)	2	0	(22)	23
Reclassification from AOCI, Current Period, Tax	2	1	(1)	(2)
Foreign Currency Translation Adjustment
AOCI Including Portion Attributable to Noncontrolling, Net of Tax [Roll Forward]
Beginning balance	(177)	(218)	(191)	(207)
Other comprehensive (loss) income:
Other comprehensive (losses) gains before reclassifications, net of tax	51	13	65	2
Reclassifications to net income of previously deferred losses (gains), net of tax	0	(1)	0	(1)
Total other comprehensive (loss) income, net of tax	51	12	65	1
Reclassifications to retained earnings in accordance with ASU 2018-02	24		24
Ending balance	(102)	(206)	(102)	(206)
Other comprehensive income, before reclassification, tax benefit (expense)	0	0	(23)	0
Reclassification from AOCI, Current Period, Tax	0	0	0	0
Cash Flow Hedges
AOCI Including Portion Attributable to Noncontrolling, Net of Tax [Roll Forward]
Beginning balance	(439)	546	(52)	463
Other comprehensive (loss) income:
Other comprehensive (losses) gains before reclassifications, net of tax	(156)	2	(523)	406
Reclassifications to net income of previously deferred losses (gains), net of tax	49	(177)	29	(498)
Total other comprehensive (loss) income, net of tax	(107)	(175)	(494)	(92)
Reclassifications to retained earnings in accordance with ASU 2018-02	(7)		(7)
Ending balance	(553)	371	(553)	371
Other comprehensive income, before reclassification, tax benefit (expense)	2	1	1	23
Reclassification from AOCI, Current Period, Tax	1	(1)	(2)	(3)
Net Investment Hedges
AOCI Including Portion Attributable to Noncontrolling, Net of Tax [Roll Forward]
Beginning balance	115	115	115	115
Other comprehensive (loss) income:
Other comprehensive (losses) gains before reclassifications, net of tax	0	0	0	0
Reclassifications to net income of previously deferred losses (gains), net of tax	0	0	0	0
Total other comprehensive (loss) income, net of tax	0	0	0	0
Reclassifications to retained earnings in accordance with ASU 2018-02	0		0
Ending balance	115	115	115	115
Other comprehensive income, before reclassification, tax benefit (expense)	0	0	0	0
Reclassification from AOCI, Current Period, Tax	0	0	0	0
Other
AOCI Including Portion Attributable to Noncontrolling, Net of Tax [Roll Forward]
Beginning balance	(86)	(44)	(85)	(53)
Other comprehensive (loss) income:
Other comprehensive (losses) gains before reclassifications, net of tax	(15)	0	(35)	18
Reclassifications to net income of previously deferred losses (gains), net of tax	17	(7)	36	(16)
Total other comprehensive (loss) income, net of tax	2	(7)	1	2
Reclassifications to retained earnings in accordance with ASU 2018-02	0		0
Ending balance	(84)	(51)	(84)	(51)
Other comprehensive income, before reclassification, tax benefit (expense)	0	(1)	0	0
Reclassification from AOCI, Current Period, Tax	1	2	1	1
Total
AOCI Including Portion Attributable to Noncontrolling, Net of Tax [Roll Forward]
Beginning balance	(587)	399	(213)	318
Other comprehensive (loss) income:
Ending balance	$ (624)	$ 229	$ (624)	$ 229

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Accumulated Other Comprehensive Income - Reclassification out of AOCI (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Revenues	$ 8,984	$ 8,432	$ 26,608	$ 25,673
Cost of sales	(5,046)	(4,682)	(15,030)	(14,184)
Other (income) expense, net	1	88	(35)	168
Interest expense (income), net	(13)	(19)	(42)	(41)
Income before income taxes	1,159	1,323	3,110	3,718
Tax (expense) benefit	(2,080)	(182)	(2,314)	(486)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
NET INCOME	(66)	185	(65)	515
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | Foreign Currency Translation Adjustment
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Other (income) expense, net	0	1	0	1
Income before income taxes	0	1	0	1
Tax (expense) benefit	0	0	0	0
NET INCOME	0	1	0	1
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | Gain (losses) on cash flow hedges
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Income before income taxes	(48)	176	(31)	495
Tax (expense) benefit	(1)	1	2	3
NET INCOME	(49)	177	(29)	498
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | Gain (losses) on cash flow hedges | Foreign exchange forwards and options
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Revenues	9	24	24	96
Cost of sales	(41)	87	(17)	260
Other (income) expense, net	(15)	67	(33)	141
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | Gain (losses) on cash flow hedges | Interest rate swaps
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Interest expense (income), net	(1)	(2)	(5)	(2)
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | Other
Reclassification out of Accumulated Other Comprehensive Income [Line Items]
Other (income) expense, net	(16)	9	(35)	17
Income before income taxes	(16)	9	(35)	17
Tax (expense) benefit	(1)	(2)	(1)	(1)
NET INCOME	$ (17)	$ 7	$ (36)	$ 16

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Operating Segments - Information by Operating Segments (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Feb. 28, 2018	Feb. 28, 2017	Feb. 28, 2018	Feb. 28, 2017
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 8,984	$ 8,432	$ 26,608	$ 25,673
EARNINGS BEFORE INTEREST AND TAXES	1,172	1,342	3,152	3,759
Interest expense (income), net	13	19	42	41
Income before income taxes	1,159	1,323	3,110	3,718
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	6	11	18	79
EARNINGS BEFORE INTEREST AND TAXES	(299)	(119)	(1,075)	(478)
NIKE Brand
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	8,495	7,923	25,216	24,106
EARNINGS BEFORE INTEREST AND TAXES	1,402	1,352	4,021	3,897
NIKE Brand | Global Brand Divisions
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	21	19	64	55
EARNINGS BEFORE INTEREST AND TAXES	(649)	(598)	(1,926)	(1,988)
NIKE Brand | North America
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	3,571	3,782	10,980	11,463
EARNINGS BEFORE INTEREST AND TAXES	840	980	2,625	2,896
NIKE Brand | Europe, Middle East & Africa
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	2,299	1,925	6,776	5,979
EARNINGS BEFORE INTEREST AND TAXES	417	361	1,205	1,159
NIKE Brand | Greater China
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	1,336	1,075	3,666	3,150
EARNINGS BEFORE INTEREST AND TAXES	496	381	1,268	1,127
NIKE Brand | Asia Pacific & Latin America
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	1,268	1,122	3,730	3,459
EARNINGS BEFORE INTEREST AND TAXES	298	228	849	703
Converse
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	483	498	1,374	1,488
EARNINGS BEFORE INTEREST AND TAXES	$ 69	$ 109	$ 206	$ 340

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Operating Segments - Accounts Receivable Net Inventories and Property, Plant and Equipment Net (Detail) - USD ($) $ in Millions	Feb. 28, 2018	May 31, 2017
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	$ 3,792	$ 3,677
Inventories	5,366	5,055
Property, plant and equipment, net	4,298	3,989
Corporate
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	24	11
Inventories	(107)	(1)
Property, plant and equipment, net	1,394	1,238
Converse
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	274	297
Inventories	277	286
Property, plant and equipment, net	118	125
NIKE Brand
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	3,494	3,369
Inventories	5,196	4,770
Property, plant and equipment, net	2,786	2,626
NIKE Brand | Global Brand Divisions
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	101	86
Inventories	97	68
Property, plant and equipment, net	556	533
NIKE Brand | North America
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	1,594	1,798
Inventories	2,242	2,218
Property, plant and equipment, net	833	819
NIKE Brand | Europe, Middle East & Africa
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	929	690
Inventories	1,457	1,327
Property, plant and equipment, net	794	709
NIKE Brand | Greater China
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	136	102
Inventories	613	463
Property, plant and equipment, net	253	225
NIKE Brand | Asia Pacific & Latin America
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts receivable, net	734	693
Inventories	787	694
Property, plant and equipment, net	$ 350	$ 340

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Commitments and Contingencies (Detail) $ in Millions	Feb. 28, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Letters of credit outstanding	$ 155