FORM 10-K

1 form 10-KFORM 10-KUNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 form 10 -K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .Commission File No. 1-10635 NIKE, Inc.(Exact name of Registrant as specified in its charter)OREGON93-0584541(State or other jurisdiction of incorporation)(IRS Employer Identification No.)

2 One Bowerman Drive, Beaverton, Oregon97005-6453(Address of principal executive offices)(Zip Code)(503) 671-6453(Registrant's telephone number, including area code)SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:Class B Common StockNKENew York Stock Exchange(Title of each class)(Trading symbol)(Name of each exchange on which registered)SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:NONEI ndicate by check mark:YESNO if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

3 Whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days. whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).

4 Whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growthcompany. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 ofthe Exchange accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company if an emerging growth company, if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.

5 Whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). As of November 30, 2018, the aggregate market values of the Registrant's Common Stock held by non-affiliates were:Class A$5,260,259,370 Class B94,690,612,760$99,950,872,130As of July 19, 2019, the number of shares of the Registrant's Common Stock outstanding were:Class A315,024,752 Class B1,251,863,6211,566,888,373 DOCUMENTS INCORPORATED BY REFERENCE:Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September 19, 2019 are incorporated byreference into Part III of this , INC.

6 ANNUAL REPORT ON form 10-K TABLE OF CONTENTSPAGEPART I 69 ITEM 1. Business 69 General 69 Products 69 Sales and Marketing 70 United States Market 70 International Markets 71 Significant Customer 71 Product Research, Design and Development 72 Manufacturing 72 International Operations and Trade 73 Competition 73 Trademarks and Patents 74 Employees 74 Information about our Executive Officers 75 ITEM 1A. Risk Factors 76 ITEM 1B. Unresolved Staff Comments 87 ITEM 2. Properties 87 ITEM 3. Legal Proceedings 87 ITEM 4. Mine Safety Disclosures 87 PART II 88 ITEM 5.

7 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 88 ITEM 6. Selected Financial Data 90 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 92 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 112 ITEM 8. Financial Statements and Supplementary Data 114 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 153 ITEM 9A. Controls and Procedures 153 ITEM 9B. Other Information 153 PART III 154(Except for the information set forth under Information about our Executive Officers in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc.)

8 2019 Annual Meeting of Shareholders.) ITEM 10. Directors, Executive Officers and Corporate Governance 154 ITEM 11. Executive Compensation 154 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 154 ITEM 13. Certain Relationships and Related Transactions and Director Independence 154 ITEM 14. Principal Accountant Fees and Services 154 PART IV 155 ITEM 15. Exhibits and Financial Statement Schedules 155 ITEM 16. form 10-K Summary 158 Signatures 160 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 form 10 -K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO.

9 Commission File No. 1-10635 NIKE, Inc.(Exact name of Registrant as specified in its charter)OREGON93-0584541(State or other jurisdiction of incorporation)(IRS Employer Identification No.)One Bowerman Drive, Beaverton, Oregon97005-6453(Address of principal executive offices)(Zip Code)(503) 671-6453(Registrant's telephone number, including area code)SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:Class B Common StockNKENew York Stock Exchange(Title of each class)(Trading symbol)(Name of each exchange on which registered)SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:NONEI ndicate by check mark:YESNO if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

10 If the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days. whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).