NIKE, INC.
10-Qs and 10-Ks
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)
FOR THE QUARTERLY PERIOD ENDED
FEBRUARY 28, 2025
OR
FOR THE TRANSITION PERIOD FROM TO .
Commission File No.
1-10635
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices and zip code)
(
503
)
671-6453
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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(Title of each class)
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(Trading symbol)
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(Name of each exchange on which registered)
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Indicate by check mark:
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No
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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.
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þ
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☐
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whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
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þ
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☐
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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.
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þ
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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if an emerging growth company, if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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☐
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whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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þ
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As of March 28, 2025, the number of shares of the Registrant's Common Stock outstanding were:
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Class A
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Class B
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| 1,475,990,487 | |||||
NIKE, INC.
FORM 10-Q
TABLE OF CONTENTS
| PAGE | ||||||||
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PART I
- FINANCIAL INFORMATION
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ITEM 1.
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ITEM
2.
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| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
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PART II
- OTHER INFORMATION
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| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
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ITEM 5.
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| ITEM 6. | ||||||||
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
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(In millions, except per share data)
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FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
| Revenues | $ |
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$ |
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$ |
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$ |
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| Cost of sales |
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| Gross profit |
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| Demand creation expense |
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| Operating overhead expense |
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| Total selling and administrative expense |
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| Interest expense (income), net |
(
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(
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(
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(
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| Other (income) expense, net |
(
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(
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(
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(
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Income before income taxes
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Income tax expense
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NET INCOME
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$ |
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$ |
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$ |
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$ |
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Earnings per common share:
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| Basic | $ |
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$ |
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$ |
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$ |
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| Diluted | $ |
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$ |
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$ |
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$ |
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| Weighted average common shares outstanding: | |||||||||||||||||
| Basic |
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| Diluted |
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The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
1
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
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(Dollars in millions)
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FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
| Net income | $ |
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$ |
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$ |
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$ |
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| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Change in net foreign currency translation adjustment |
(
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(
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(
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| Change in net gains (losses) on cash flow hedges |
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(
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| Change in net gains (losses) on other |
(
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| Total other comprehensive income (loss), net of tax |
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(
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| TOTAL COMPREHENSIVE INCOME | $ |
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$ |
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$ |
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$ |
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The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
2
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| FEBRUARY 28, | MAY 31, | ||||||||||
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(In millions)
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2025 | 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ |
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$ |
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| Short-term investments |
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| Accounts receivable, net |
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| Inventories |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property, plant and equipment, net |
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| Operating lease right-of-use assets, net |
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| Identifiable intangible assets, net |
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| Goodwill |
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| Deferred income taxes and other assets |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ |
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$ |
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| Notes payable |
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| Accounts payable |
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| Current portion of operating lease liabilities |
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| Accrued liabilities |
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| Income taxes payable |
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| Total current liabilities |
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| Long-term debt |
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| Operating lease liabilities |
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| Deferred income taxes and other liabilities |
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Commitments and contingencies (Note 12)
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| Redeemable preferred stock |
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| Shareholders' equity: | |||||||||||
| Common stock at stated value: | |||||||||||
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Class A convertible —
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Class B —
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| Capital in excess of stated value |
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| Accumulated other comprehensive income (loss) |
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Retained earnings (deficit)
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(
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| Total shareholders' equity |
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| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ |
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$ |
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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 CASH FLOWS
| NINE MONTHS ENDED | ||||||||
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(Dollars in millions)
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FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | ||||||
| Cash provided (used) by operations: | ||||||||
| Net income | $ |
|
$ |
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| Adjustments to reconcile net income to net cash provided (used) by operations: | ||||||||
| Depreciation |
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| Deferred income taxes |
(
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(
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| Stock-based compensation |
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| Amortization, impairment and other |
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| Net foreign currency adjustments |
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(
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| Changes in certain working capital components and other assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable |
(
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(
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| (Increase) decrease in inventories |
(
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(Increase) decrease in prepaid expenses, operating lease right-of-use assets and other current and non-current assets
|
(
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(
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| Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities and other current and non-current liabilities |
(
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(
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| Cash provided (used) by operations |
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| Cash provided (used) by investing activities: | ||||||||
| Purchases of short-term investments |
(
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(
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| Maturities of short-term investments |
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| Sales of short-term investments |
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| Additions to property, plant and equipment |
(
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(
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| Other investing activities |
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(
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| Cash provided (used) by investing activities |
(
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| Cash provided (used) by financing activities: | ||||||||
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Increase (decrease) in notes payable, net
|
(
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| Proceeds from exercise of stock options and other stock issuances |
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| Repurchase of common stock |
(
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(
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| Dividends — common and preferred |
(
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(
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| Other financing activities |
(
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(
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| Cash provided (used) by financing activities |
(
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(
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| Effect of exchange rate changes on cash and equivalents |
(
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(
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| Net increase (decrease) in cash and equivalents |
(
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| Cash and equivalents, beginning of period |
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| CASH AND EQUIVALENTS, END OF PERIOD | $ |
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$ |
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| Supplemental disclosure of cash flow information: | ||||||||
| Non-cash additions to property, plant and equipment | $ |
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$ |
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| Dividends declared and not paid |
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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 SHAREHOLDERS' EQUITY
| COMMON STOCK | CAPITAL IN EXCESS OF STATED VALUE | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
RETAINED EARNINGS (DEFICIT)
|
TOTAL | |||||||||||||||||||||||||
| CLASS A | CLASS B | ||||||||||||||||||||||||||||
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(In millions, except per share data)
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SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||||||||||||||
| Balance at November 30, 2024 |
|
$ | — |
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$ |
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$ |
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$ |
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$ |
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$ |
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| Stock options exercised |
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| Repurchase of Class B Common Stock |
(
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(
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(
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(
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Dividends on common stock ($
|
(
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(
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| Issuance of shares to employees, net of shares withheld for employee taxes |
(
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(
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| Stock-based compensation |
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| Net income |
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| Other comprehensive income (loss) |
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| Balance at February 28, 2025 |
|
$ | — |
|
$ |
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$ |
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$ |
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$ |
(
|
$ |
|
|||||||||||||||
| COMMON STOCK | CAPITAL IN EXCESS OF STATED VALUE | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
RETAINED EARNINGS (DEFICIT)
|
TOTAL | |||||||||||||||||||||||||
| CLASS A | CLASS B | ||||||||||||||||||||||||||||
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(In millions, except per share data)
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SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||||||||||||||
| Balance at November 30, 2023 |
|
$ | — |
|
$ |
|
$ |
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$ |
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$ |
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$ |
|
|||||||||||||||
| Stock options exercised |
|
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||||||||||||||||||||||||||
| Repurchase of Class B Common Stock |
(
|
(
|
(
|
(
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|||||||||||||||||||||||||
|
Dividends on common stock ($
|
(
|
(
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|||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes |
(
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|
(
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||||||||||||||||||||||||||
| Stock-based compensation |
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|||||||||||||||||||||||||||
| Net income |
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|||||||||||||||||||||||||||
| Other comprehensive income (loss) |
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| Balance at February 29, 2024 |
|
$ | — |
|
$ |
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$ |
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$ |
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$ |
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$ |
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|||||||||||||||
| COMMON STOCK | CAPITAL IN EXCESS OF STATED VALUE | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
RETAINED EARNINGS (DEFICIT)
|
TOTAL | |||||||||||||||||||||||||
| CLASS A | CLASS B | ||||||||||||||||||||||||||||
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(In millions, except per share data)
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SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||||||||||||||
| Balance at May 31, 2024 |
|
$ | — |
|
$ |
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$ |
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$ |
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$ |
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$ |
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|||||||||||||||
| Stock options exercised |
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| Repurchase of Class B Common Stock |
(
|
(
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(
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(
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|||||||||||||||||||||||||
|
Dividends on common stock ($
|
(
|
(
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|||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes |
|
— |
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|||||||||||||||||||||||||
| Stock-based compensation |
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| Net income |
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| Other comprehensive income (loss) |
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| Balance at February 28, 2025 |
|
$ | — |
|
$ |
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$ |
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$ |
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$ |
(
|
$ |
|
|||||||||||||||
5
| COMMON STOCK | CAPITAL IN EXCESS OF STATED VALUE | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
RETAINED EARNINGS (DEFICIT)
|
TOTAL | |||||||||||||||||||||||||
| CLASS A | CLASS B | ||||||||||||||||||||||||||||
|
(In millions, except per share data)
|
SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||||||||||||||
| Balance at May 31, 2023 |
|
$ | — |
|
$ |
|
$ |
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$ |
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$ |
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$ |
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| Stock options exercised |
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| Conversion to Class B Common Stock |
(
|
|
— | ||||||||||||||||||||||||||
| Repurchase of Class B Common Stock |
(
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(
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(
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(
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|||||||||||||||||||||||||
|
Dividends on common stock ($
|
(
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(
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|||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes |
|
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|||||||||||||||||||||||||
| Stock-based compensation |
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| Net income |
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|||||||||||||||||||||||||||
| Other comprehensive income (loss) |
(
|
(
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|||||||||||||||||||||||||||
| Balance at February 29, 2024 |
|
$ | — |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
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 | ||||||||
| NOTE 2 | ||||||||
| NOTE 3 | ||||||||
| NOTE 4 | ||||||||
| NOTE 5 | ||||||||
| NOTE 6 | ||||||||
| NOTE 7 | ||||||||
| NOTE 8 | ||||||||
| NOTE 9 | ||||||||
| NOTE 10 | ||||||||
| NOTE 11 | ||||||||
| NOTE 12 |
Commitments and
Contingencies
|
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| NOTE 13 | ||||||||
| NOTE 14 | ||||||||
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" or "NIKE") and reflect all normal recurring 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, 2024, 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 for the fiscal year ended May 31, 2024 (the "Annual Report"). The results of operations for the three and nine months ended February 28, 2025, are not necessarily indicative of results to be expected for the entire fiscal year.
RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULES
In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments require public entities to disclose significant segment expenses regularly provided to the chief operating decision maker and included within segment profit and loss. The amendments are effective for the Company's annual periods beginning June 1, 2024, and interim periods beginning June 1, 2025. The Company will adopt the ASU on a retrospective basis in the Annual Report on Form 10-K for the fiscal year ending May 31, 2025.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company's annual periods beginning June 1, 2025, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning June 1, 2027, and interim periods beginning June 1, 2028, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.
| NOTE 2 — ACCRUED LIABILITIES | ||
Accrued liabilities included the following:
| FEBRUARY 28, | MAY 31, | ||||||||||
| (Dollars in millions) | 2025 | 2024 | |||||||||
| Sales-related reserves | $ |
|
$ |
|
|||||||
| Compensation and benefits, excluding taxes |
|
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|||||||||
| Dividends payable |
|
|
|||||||||
|
Endorsement compensation
|
|
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|||||||||
| Other |
|
|
|||||||||
| TOTAL ACCRUED LIABILITIES | $ |
|
$ |
|
|||||||
8
| NOTE 3 — FAIR VALUE MEASUREMENTS | ||
The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of February 28, 2025 and May 31, 2024, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:
| FEBRUARY 28, 2025 | |||||||||||
|
(Dollars in millions)
|
ASSETS AT FAIR VALUE | CASH AND EQUIVALENTS | SHORT-TERM INVESTMENTS | ||||||||
| Cash | $ |
|
$ |
|
$ | — | |||||
| Level 1: | |||||||||||
| U.S. Treasury securities |
|
|
|
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| Level 2: | |||||||||||
| Commercial paper and bonds |
|
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| Money market funds |
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| Time deposits |
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| U.S. Agency securities |
|
|
|
||||||||
| Total Level 2 |
|
|
|
||||||||
| TOTAL | $ |
|
$ |
|
$ |
|
|||||
| MAY 31, 2024 | |||||||||||
|
(Dollars in millions)
|
ASSETS AT FAIR VALUE | CASH AND EQUIVALENTS | SHORT-TERM INVESTMENTS | ||||||||
| Cash | $ |
|
$ |
|
$ | — | |||||
| Level 1: | |||||||||||
| U.S. Treasury securities |
|
|
|
||||||||
| Level 2: | |||||||||||
| Commercial paper and bonds |
|
|
|
||||||||
| Money market funds |
|
|
|
||||||||
| Time deposits |
|
|
|
||||||||
| U.S. Agency securities |
|
|
|
||||||||
| Total Level 2 |
|
|
|
||||||||
| TOTAL | $ |
|
$ |
|
$ |
|
|||||
As of February 28, 2025, the Company held $
845
million of available-for-sale debt securities with maturity dates within one year and $
947
million with maturity dates greater than one year and less than five years in Short-term investments on the Unaudited Condensed Consolidated Balance Sheets. The fair value of the Company's available-for-sale debt securities approximates their amortized cost.
Included in
Interest expense (income), net was interest income related to the Company's investment portfolio of $
97
million and $
113
million for the three months ended February 28, 2025 and February 29, 2024, respectively, and $
314
million and $
304
million for the nine months ended February 28, 2025 and February 29, 2024, respectively.
9
The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:
| FEBRUARY 28, 2025 | |||||||||||||||||||||||
| DERIVATIVE ASSETS | DERIVATIVE LIABILITIES | ||||||||||||||||||||||
|
(Dollars 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)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||
|
Interest rate swaps
(1)
|
|
|
|
|
|
|
|||||||||||||||||
| TOTAL | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||
(1)
If the derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $
99
million as of February 28, 2025. As of that date, the Company received $
262
million of cash collateral and $
37
million of securities from various counterparties on the derivative asset balance.
No
collateral was posted on the derivative liability balance as of February 28, 2025.
| MAY 31, 2024 | |||||||||||||||||||||||
| DERIVATIVE ASSETS | DERIVATIVE LIABILITIES | ||||||||||||||||||||||
|
(Dollars 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)
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||
|
Interest rate swaps
(1)
|
|
|
|
|
|
|
|||||||||||||||||
| TOTAL | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||
(1)
If the derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $
142
million as of May 31, 2024. As of that date, the Company received $
112
million of cash collateral from various counterparties on the derivative asset balance and posted $
10
million cash collateral on the derivative liability balance.
For additional information related to the Company's derivative financial instruments and credit risk, refer to Note 8 — Risk Management and Derivatives.
The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.
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, debt issuance costs and interest rate swap fair value adjustments. 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 was approximately $
7,825
million at February 28, 2025 and $
7,631
million at May 31, 2024.
In March 2025, subsequent to the end of the third quarter of fiscal 2025, the Company repaid the $
1.0
billion aggregate principal amount outstanding of its
2.40
% notes due 2025 at maturity.
10
|
NOTE 4 — SHORT-TERM BORROWINGS AND CREDIT LINES
|
||
The carrying amounts reflected on the Unaudited Condensed Consolidated Balance Sheets for Notes payable approximate fair value.
As of February 28, 2025 and May 31, 2024, the Company had
no
borrowings outstanding under its $
3
billion commercial paper program.
On March 7, 2025, subsequent to the end of the third quarter of fiscal 2025, the Company entered into a
364
-day committed credit facility agreement with a syndicate of banks, which provides for up to $
1
billion of borrowings, with an option to increase borrowings up to $
1.5
billion in total with lender approval. The facility matures on March 6, 2026, with an option to extend the maturity date an additional
364
days. This facility replaces the prior $
1
billion
364
-day credit facility agreement entered into on March 8, 2024, which matured on March 7, 2025. Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing Term Secured Overnight Financing Rate (Term SOFR) for the applicable interest period plus
0.60
%. The facility fee is
0.02
% of the total undrawn commitment. As of April 3, 2025,
no
amounts were outstanding under this committed credit facility.
On March 7, 2025, the Company also entered into a
five-year
committed credit facility agreement with a syndicate of banks which provides for up to $
2
billion of borrowings, with the option to increase borrowings up to $
3
billion in total with lender approval. The facility matures on March 7, 2030, with options to extend the maturity date up to an additional
two years
. This facility replaces the prior $
2
billion
five-year
credit facility agreement entered into on March 11, 2022, which would have matured on March 11, 2027. Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing Term SOFR for the applicable interest period plus
0.60
%. The facility fee is
0.04
% of the total undrawn commitment. As of April 3, 2025,
no
amounts were outstanding under this committed credit facility.
| NOTE 5 — INCOME TAXES | ||
The effective tax rate was
15.7
% and
15.6
% for the nine months ended February 28, 2025 and February 29, 2024, respectively. The increase in the Company's effective tax rate was primarily due to decreased benefits from stock-based compensation and one-time benefits recognized in the first nine months of fiscal 2024 including the impact of temporary relief provided by the Internal Revenue Service ("IRS") relating to U.S. foreign tax credit regulations. On July 21, 2023, the IRS issued Notice 2023-55 which specifically delayed the application of certain U.S. foreign tax credit regulations that had previously limited the Company's ability to claim credits on certain foreign taxes for the fiscal year ended May 31, 2023. As a result of this guidance, the Company recognized a one-time tax benefit related to fiscal 2023 tax positions in the first three months of fiscal 2024.
These impacts were largely offset by a one-time, non-cash deferred tax benefit recognized in the third quarter of fiscal 2025 provided by recently finalized U.S. tax regulations. On December 10, 2024, the U.S. Department of Treasury published final regulations related to Internal Revenue Code ("IRC") Section 987 foreign currency gains and losses derived from translation of the operations, assets and liabilities of non-U.S. qualified business units. While these regulations are effective for the Company beginning June 1, 2025, they require computation of a pre-transition foreign currency gain or loss to be included in the determination of future taxable income or loss. Based on the Company’s current analysis of the regulations and recognition of temporary differences impacting U.S. taxation of foreign earnings under Subpart F of the Internal Revenue Code, the Company recognized a non-cash deferred income tax benefit of $
133
million related to pre-transition foreign currency losses expected to reduce taxable income in future periods.
The Organization for Economic Co-operation and Development (OECD) and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") have put forth Pillar Two proposals that ensure a minimal level of taxation. Several countries in which the Company operates, including several European Union member states, have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of fifteen percent. This legislation became effective for the Company beginning June 1, 2024. Based on the Company's current analysis of Pillar Two provisions, these tax law changes did not have a material impact on the Company's financial statements for the first nine months of fiscal 2025 and are not expected to for fiscal 2025.
As of February 28, 2025, total gross unrecognized tax benefits, excluding related interest and penalties, were $
1,004
million, $
737
million of which would affect the Company's effective tax rate if recognized in future periods. The majority of the total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets. As of May 31, 2024, total gross unrecognized tax benefits, excluding related interest and penalties, were $
990
million. As of February 28, 2025 and May 31, 2024, accrued interest and penalties
11
related to uncertain tax positions were $
363
million and $
332
million, respectively, (excluding federal benefit) and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.
The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company is currently under audit by the U.S. Internal Revenue Service ("IRS") for fiscal years 2017 through 2023. The Company has closed all U.S. federal income tax matters through fiscal 2016, with the exception of certain transfer pricing adjustments.
Tax years after 2011 remain open in certain major foreign jurisdictions. Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $
226
million within the next 12 months primarily as a result of the expected resolution with the IRS of certain U.S. federal income tax matters for fiscal years 2017 through 2019 related to transfer pricing adjustments, research and development credits and other items.
In January 2019, the European Commission opened a formal investigation to examine whether the Netherlands has breached State Aid rules when granting certain tax rulings to the Company. The Company believes the investigation is without merit. If this matter is adversely resolved, the Netherlands may be required to assess additional amounts with respect to prior periods, and the Company's income taxes related to prior periods in the Netherlands could increase.
| NOTE 6 — STOCK-BASED COMPENSATION | ||
STOCK-BASED COMPENSATION
The NIKE, Inc. Stock Incentive Plan (the "Stock Incentive Plan") provides for the issuance of up to
798
million previously unissued shares of Class B Common Stock in connection with equity awards granted under the Stock Incentive Plan. The Stock Incentive Plan authorizes the grant of non-statutory stock options, incentive stock options, stock appreciation rights and stock awards, including restricted stock and restricted stock units. Restricted stock units include both time-vesting restricted stock units as well as performance-based restricted stock units ("PSUs"). In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount from the market price under employee stock purchase plans ("ESPPs").
The following table summarizes the Company's total stock-based compensation expense recognized within Cost of sales or Operating overhead expense, as applicable:
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
|
Stock options
(1)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| ESPPs |
|
|
|
|
|||||||||||||
|
Restricted stock and restricted stock units
(2)
|
|
|
|
|
|||||||||||||
| TOTAL STOCK-BASED COMPENSATION EXPENSE | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
(1)
Expense for stock options includes the expense associated with stock appreciation rights.
(2)
Expense for restricted stock units includes an immaterial amount of expense for PSUs.
STOCK OPTIONS
As of February 28, 2025, the Company had $
468
million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of
2.5
years.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
As of February 28, 2025, the Company had $
696
million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of
2.6
years.
12
| NOTE 7 — EARNINGS PER SHARE | ||
The following is a reconciliation from basic earnings per common share to diluted earnings per common share. The computations of diluted earnings per common share exclude restricted stock, restricted stock units and options, including shares under ESPPs, to purchase an estimated additional
77.1
million and
40.9
million
shares of common stock outstanding for the three months ended February 28, 2025 and February 29, 2024, respectively, and
75.3
million and
42.6
million shares of common stock outstanding for the nine months ended February 28, 2025 and February 29, 2024, respectively, because the awards were assumed to be anti-dilutive.
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
|
(In millions, except per share data)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
| Net income available to common stockholders | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Determination of shares: | |||||||||||||||||
| Weighted average common shares outstanding |
|
|
|
|
|||||||||||||
| Assumed conversion of dilutive stock options and awards |
|
|
|
|
|||||||||||||
| DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
|
|
|
|
|||||||||||||
| Earnings per common share: | |||||||||||||||||
| Basic | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Diluted | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
13
| NOTE 8 — 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. As of and for the three and nine months ended February 28, 2025, there have been no material changes to the Company's hedging program or strategy from what was disclosed within the Annual Report.
The majority of derivatives outstanding as of February 28, 2025, are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, Chinese Yuan/U.S. Dollar, British Pound/Euro and Japanese Yen/U.S. Dollar 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.
| DERIVATIVE ASSETS | ||||||||||||||
| BALANCE SHEET LOCATION | FEBRUARY 28, | MAY 31, | ||||||||||||
|
(Dollars in millions)
|
2025 | 2024 | ||||||||||||
| Derivatives formally designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Prepaid expenses and other current assets | $ |
|
$ |
|
|||||||||
| Foreign exchange forwards and options | Deferred income taxes and other assets |
|
|
|||||||||||
|
Interest rate swaps
|
Deferred income taxes and other assets
|
|
|
|||||||||||
| Total derivatives formally designated as hedging instruments |
|
|
||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Prepaid expenses and other current assets |
|
|
|||||||||||
| Total derivatives not designated as hedging instruments |
|
|
||||||||||||
| TOTAL DERIVATIVE ASSETS | $ |
|
$ |
|
||||||||||
| DERIVATIVE LIABILITIES | ||||||||||||||
| BALANCE SHEET LOCATION | FEBRUARY 28, | MAY 31, | ||||||||||||
|
(Dollars in millions)
|
2025 | 2024 | ||||||||||||
| Derivatives formally designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Accrued liabilities | $ |
|
$ |
|
|||||||||
| Foreign exchange forwards and options | Deferred income taxes and other liabilities |
|
|
|||||||||||
|
Interest rate swaps
|
Deferred income taxes and other liabilities
|
|
|
|||||||||||
| Total derivatives formally designated as hedging instruments |
|
|
||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Accrued liabilities |
|
|
|||||||||||
| Total derivatives not designated as hedging instruments |
|
|
||||||||||||
| TOTAL DERIVATIVE LIABILITIES | $ |
|
$ |
|
||||||||||
14
The following tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income:
|
(Dollars in millions)
|
AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER
COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES (1) |
AMOUNT OF GAIN (LOSS)
RECLASSIFIED FROM ACCUMULATED
OTHER COMPREHENSIVE
INCOME (LOSS) INTO INCOME
(1)
|
|||||||||||||||||||||
| THREE MONTHS ENDED |
LOCATION OF GAIN (LOSS)
RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME |
THREE MONTHS ENDED | |||||||||||||||||||||
| FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | ||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||
| Foreign exchange forwards and options | $ |
(
|
$ |
(
|
Revenues | $ |
(
|
$ |
(
|
||||||||||||||
| Foreign exchange forwards and options |
|
|
Cost of sales |
|
|
||||||||||||||||||
| Foreign exchange forwards and options |
|
|
Demand creation expense |
|
|
||||||||||||||||||
| Foreign exchange forwards and options |
|
|
Other (income) expense, net |
|
|
||||||||||||||||||
|
Interest rate swaps
(2)
|
|
|
Interest expense (income), net |
(
|
(
|
||||||||||||||||||
| TOTAL DESIGNATED CASH FLOW HEDGES | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(1)
For the three months ended February 28, 2025 and February 29, 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.
(2)
Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt.
|
(Dollars in millions)
|
AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER
COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES (1) |
AMOUNT OF GAIN (LOSS)
RECLASSIFIED FROM ACCUMULATED
OTHER COMPREHENSIVE
INCOME (LOSS) INTO INCOME
(1)
|
|||||||||||||||||||||
| NINE MONTHS ENDED |
LOCATION OF GAIN (LOSS)
RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME |
NINE MONTHS ENDED | |||||||||||||||||||||
| FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | ||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||
| Foreign exchange forwards and options | $ |
(
|
$ |
(
|
Revenues | $ |
(
|
$ |
(
|
||||||||||||||
| Foreign exchange forwards and options |
|
|
Cost of sales |
|
|
||||||||||||||||||
| Foreign exchange forwards and options |
|
|
Demand creation expense |
|
|
||||||||||||||||||
| Foreign exchange forwards and options |
|
|
Other (income) expense, net |
|
|
||||||||||||||||||
|
Interest rate swaps
(2)
|
|
|
Interest expense (income), net |
(
|
(
|
||||||||||||||||||
| TOTAL DESIGNATED CASH FLOW HEDGES | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(1)
For the nine months ended February 28, 2025 and February 29, 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.
(2)
Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt.
|
AMOUNT OF GAIN (LOSS) RECOGNIZED
IN INCOME ON DERIVATIVES |
LOCATION OF GAIN (LOSS)
RECOGNIZED IN INCOME ON DERIVATIVES |
|||||||||||||||||||
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | ||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||||
| Foreign exchange forwards and options | $ |
|
$ |
|
$ |
|
$ |
(
|
||||||||||||
15
CASH FLOW HEDGES
The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately $
14.7
billion and $
16.2
billion as of February 28, 2025 and May 31, 2024, respectively. Approximately $
471
million of deferred net gains (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) as of February 28, 2025, are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income. Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivative contracts currently outstanding mature. As of February 28, 2025, the maximum term over which the Company hedges exposures to the variability of cash flows for its forecasted transactions was
27
months.
FAIR VALUE HEDGES
The total notional amount of outstanding interest rate swap contracts designated as fair value hedges was $
2.4
billion and $
1.8
billion as of February 28, 2025 and May 31, 2024, respectively.
UNDESIGNATED DERIVATIVE INSTRUMENTS
The total notional amount of outstanding undesignated derivative instruments was $
3.3
billion and $
4.4
billion as of February 28, 2025 and May 31, 2024, respectively.
CREDIT RISK
As of February 28, 2025, the Company was in compliance with all credit risk-related contingent features and considers the impact of the risk of counterparty default to be immaterial. For additional information related to the Company's derivative financial instruments and collateral, refer to Note 3 — Fair Value Measurements.
| NOTE 9 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||
The changes in Accumulated other comprehensive income (loss), net of tax, were as follows:
|
(Dollars in millions)
|
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
(1)
|
CASH FLOW HEDGES |
NET INVESTMENT HEDGES
(1)
|
OTHER | TOTAL | ||||||||||||
| Balance at November 30, 2024 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
| Other comprehensive income (loss): | |||||||||||||||||
|
Other comprehensive gains (losses) before reclassifications
(2)
|
(
|
|
|
|
|
||||||||||||
|
Reclassifications to net income of previously deferred (gains) losses
(2)(3)
|
|
(
|
|
(
|
(
|
||||||||||||
| Total other comprehensive income (loss) |
(
|
|
|
(
|
|
||||||||||||
| Balance at February 28, 2025 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
(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 immaterial tax impact.
(3)
Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.
16
|
(Dollars in millions)
|
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
(1)
|
CASH FLOW HEDGES |
NET INVESTMENT HEDGES
(1)
|
OTHER | TOTAL | ||||||||||||
| Balance at November 30, 2023 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
| Other comprehensive income (loss): | |||||||||||||||||
|
Other comprehensive gains (losses) before reclassifications
(2)
|
(
|
|
|
|
|
||||||||||||
|
Reclassifications to net income of previously deferred (gains) losses
(2)(3)
|
|
(
|
|
|
(
|
||||||||||||
| Total other comprehensive income (loss) |
(
|
|
|
|
|
||||||||||||
| Balance at February 29, 2024 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
(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 immaterial tax impact.
(3)
Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.
| (Dollars in millions) |
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
(1)
|
CASH FLOW HEDGES |
NET INVESTMENT HEDGES
(1)
|
OTHER | TOTAL | ||||||||||||
| Balance at May 31, 2024 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
| Other comprehensive income (loss): | |||||||||||||||||
|
Other comprehensive gains (losses) before reclassifications
(2)
|
(
|
|
|
|
|
||||||||||||
|
Reclassifications to net income of previously deferred (gains) losses
(2)(3)
|
|
(
|
|
(
|
(
|
||||||||||||
| Total other comprehensive income (loss) |
(
|
|
|
|
|
||||||||||||
| Balance at February 28, 2025 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
(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 immaterial tax impact.
(3)
Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.
|
(Dollars in millions)
|
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
(1)
|
CASH FLOW HEDGES |
NET INVESTMENT HEDGES
(1)
|
OTHER | TOTAL | ||||||||||||
| Balance at May 31, 2023 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
| Other comprehensive income (loss): | |||||||||||||||||
|
Other comprehensive gains (losses) before reclassifications
(2)
|
|
|
|
|
|
||||||||||||
|
Reclassifications to net income of previously deferred (gains) losses
(2)(3)
|
|
(
|
|
|
(
|
||||||||||||
| Total other comprehensive income (loss) |
|
(
|
|
|
(
|
||||||||||||
| Balance at February 29, 2024 | $ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||
(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 immaterial tax impact.
For additional information related to the Company's cash flow hedges refer to Note 8 — Risk Management and Derivatives.
17
| NOTE 10 — REVENUES | ||
DISAGGREGATION OF REVENUES
The following tables present the Company's Revenues disaggregated by reportable operating segment, major product line and distribution channel:
| THREE MONTHS ENDED FEBRUARY 28, 2025 | |||||||||||||||||||||||||||||
|
(Dollars in millions)
|
NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Apparel |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Equipment |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Sales through Direct to Consumer |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
| THREE MONTHS ENDED FEBRUARY 29, 2024 | |||||||||||||||||||||||||||||
|
(Dollars in millions)
|
NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Apparel |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Equipment |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Sales through Direct to Consumer |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
18
| NINE MONTHS ENDED FEBRUARY 28, 2025 | |||||||||||||||||||||||||||||
|
(Dollars in millions)
|
NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Apparel |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Equipment |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Sales through Direct to Consumer |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
| NINE MONTHS ENDED FEBRUARY 29, 2024 | |||||||||||||||||||||||||||||
|
(Dollars in millions)
|
NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Apparel |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Equipment |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ |
|
$ |
|
$ |
|
$ |
|
$ | — | $ |
|
$ |
|
$ | — | $ |
|
|||||||||||
| Sales through Direct to Consumer |
|
|
|
|
— |
|
|
— |
|
||||||||||||||||||||
| Other |
|
|
|
|
|
|
|
(
|
|
||||||||||||||||||||
| TOTAL REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||
Global Brand Divisions revenues included NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Converse Other revenues were primarily attributable to licensing businesses. Corporate revenues primarily consisted of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through the Company's central foreign exchange risk management program.
As of February 28, 2025 and May 31, 2024, the Company did
no
t have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets.
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. The Company's reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa ("EMEA"); Greater China; and Asia Pacific & Latin America ("APLA"), and include results for the NIKE and Jordan brands.
The Company's NIKE Direct operations are managed within each NIKE Brand geographic operating segment. Converse is also a reportable segment for the Company and operates in one industry: the design, marketing, licensing and selling of athletic lifestyle sneakers, apparel and accessories.
Global Brand Divisions is included within the NIKE Brand for presentation purposes to align with the way management views the Company. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Global Brand Divisions costs represent demand creation and operating overhead expense that include product creation and design expenses centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology.
Corporate consists primarily of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to the Company's headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses, including certain hedge gains and losses.
The primary financial measure used by the Company to evaluate performance of individual operating segments is earnings before interest and taxes ("EBIT"), which represents Net income before Interest expense (income), net, and Income taxes 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.
20
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
| REVENUES | |||||||||||||||||
| North America | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Europe, Middle East & Africa |
|
|
|
|
|||||||||||||
| Greater China |
|
|
|
|
|||||||||||||
| Asia Pacific & Latin America |
|
|
|
|
|||||||||||||
| Global Brand Divisions |
|
|
|
|
|||||||||||||
| Total NIKE Brand |
|
|
|
|
|||||||||||||
| Converse |
|
|
|
|
|||||||||||||
| Corporate |
(
|
(
|
(
|
(
|
|||||||||||||
| TOTAL NIKE, INC. REVENUES | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| EARNINGS BEFORE INTEREST AND TAXES | |||||||||||||||||
| North America | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Europe, Middle East & Africa |
|
|
|
|
|||||||||||||
| Greater China |
|
|
|
|
|||||||||||||
| Asia Pacific & Latin America |
|
|
|
|
|||||||||||||
| Global Brand Divisions |
(
|
(
|
(
|
(
|
|||||||||||||
| Converse |
|
|
|
|
|||||||||||||
| Corporate |
(
|
(
|
(
|
(
|
|||||||||||||
| Interest expense (income), net |
(
|
(
|
(
|
(
|
|||||||||||||
| TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| FEBRUARY 28, | MAY 31, | ||||||||||
|
(Dollars in millions)
|
2025 | 2024 | |||||||||
| ACCOUNTS RECEIVABLE, NET | |||||||||||
| North America | $ |
|
$ |
|
|||||||
| Europe, Middle East & Africa |
|
|
|||||||||
| Greater China |
|
|
|||||||||
| Asia Pacific & Latin America |
|
|
|||||||||
| Global Brand Divisions |
|
|
|||||||||
| Total NIKE Brand |
|
|
|||||||||
| Converse |
|
|
|||||||||
| Corporate |
|
|
|||||||||
| TOTAL ACCOUNTS RECEIVABLE, NET | $ |
|
$ |
|
|||||||
| INVENTORIES | |||||||||||
| North America | $ |
|
$ |
|
|||||||
| Europe, Middle East & Africa |
|
|
|||||||||
| Greater China |
|
|
|||||||||
| Asia Pacific & Latin America |
|
|
|||||||||
| Global Brand Divisions |
|
|
|||||||||
| Total NIKE Brand |
|
|
|||||||||
| Converse |
|
|
|||||||||
| Corporate |
|
|
|||||||||
|
TOTAL INVENTORIES
(1)
|
$ |
|
$ |
|
|||||||
(1)
Inventories as of February 28, 2025 and May 31, 2024, were substantially all finished goods.
21
| FEBRUARY 28, | MAY 31, | ||||||||||
|
(Dollars in millions)
|
2025 | 2024 | |||||||||
| PROPERTY, PLANT AND EQUIPMENT, NET | |||||||||||
| North America | $ |
|
$ |
|
|||||||
| Europe, Middle East & Africa |
|
|
|||||||||
| Greater China |
|
|
|||||||||
|
Asia Pacific & Latin America
|
|
|
|||||||||
| Global Brand Divisions |
|
|
|||||||||
| Total NIKE Brand |
|
|
|||||||||
| Converse |
|
|
|||||||||
| Corporate |
|
|
|||||||||
| TOTAL PROPERTY, PLANT AND EQUIPMENT, NET | $ |
|
$ |
|
|||||||
NOTE 12 — COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company is subject to various legal proceedings, claims and government investigations relating to its business, products and actions of its employees and representatives, including contractual and employment relationships, product liability, antitrust, customs, tax, intellectual property and other matters. The outcome of these legal matters is inherently uncertain, and the Company cannot predict the eventual outcome of currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or consequences relating to those matters. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter. If one or more legal matters were to be resolved against the Company in a reporting period for amounts above management's expectations, the Company's financial position, operating results and cash flows for that reporting period could be materially adversely affected. In the opinion of management, based on its current knowledge and after consultation with counsel, the Company does not believe any currently pending legal matters will have a material adverse impact on the Company's results of operations, financial position or cash flows, except as described below.
BELGIAN CUSTOMS CLAIM
The Company has received claims for certain years from Belgian Customs for alleged underpaid duties related to products imported beginning in fiscal 2018. The Company disputes these claims and has engaged in the appellate process. The Company has issued bank guarantees in order to appeal the claims. At this time, the Company is unable to estimate the range of loss and cannot predict the final outcome as it could take several years to reach a resolution on this matter. If this matter is ultimately resolved against the Company, the amounts owed, including fines, penalties and other consequences relating to the matter, could have a material adverse effect on the Company's results of operations, financial position and cash flows.
NOTE 13 — RESTRUCTURING
During the third quarter of fiscal 2024, the Company announced a multi-year enterprise initiative designed to accelerate its future growth. As part of this initiative, management streamlined the organization which resulted in a net reduction in the Company's global workforce. During the third quarter of fiscal 2024, the Company recognized pre-tax restructuring charges of $
403
million, with $
379
million primarily related to employee severance costs and $
24
million related to accelerated stock-based compensation. Of the $
403
million pre-tax restructuring charges, $
340
million was classified within Operating overhead expense and $
63
million was classified within Cost of sales.
22
NOTE 14 — SUPPLIER FINANCE PROGRAMS
23
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 through two distribution channels: NIKE Direct operations which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital") and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world. Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and accessories businesses.
Our strategy is to achieve sustainable, profitable long-term revenue growth by leading with sport, creating innovative, "must-have" products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.
QUARTERLY FINANCIAL HIGHLIGHTS
•
NIKE, Inc. Revenues for the third quarter of fiscal 2025 were $11.3 billion compared to $12.4 billion for the third quarter of fiscal 2024
•
NIKE Direct revenues were $4.7 billion for the third quarter of fiscal 2025 compared to $5.4 billion for the third quarter of fiscal 2024, and represented approximately 43% of total NIKE Brand revenues
•
NIKE Brand wholesale revenues were $6.2 billion for the third quarter of fiscal 2025 compared to $6.6 billion for the third quarter of fiscal 2024
•
Gross margin for the third quarter of fiscal 2025 decreased 330 basis points to 41.5%
•
Inventories as of February 28, 2025, were $7.5 billion, flat compared to May 31, 2024
•
We returned approximately $1.1 billion to our shareholders in the third quarter of fiscal 2025 through dividends and share repurchases
Our results for the third quarter of fiscal 2025 reflected a decrease in traffic across NIKE Direct and our actions to reduce supply of certain footwear products in the marketplace through increased markdowns, higher sales-related reserves and discounts which negatively impacted our Revenues and gross margin.
FACTORS IMPACTING OUR BUSINESS
We are navigating through several external factors that create uncertainty and volatility in the operating environment, including, but not limited to, geopolitical dynamics, new tariffs, tax regulation and fluctuating foreign exchange rates. These factors, and any changes to these factors, among others, could have a material adverse impact on consumer behavior and on our future Revenues and overall profitability. For a discussion of these factors and other risks, refer to Risk Factors in Item 1A of Part 1 within our Annual Report on Form 10-K for the fiscal year ended May 31, 2024 (the "Annual Report").
Despite these factors, we are focused on building a complete product portfolio, creating stories to inspire and emotionally connect with consumers, and elevating and growing the entire marketplace as we continue to take actions across the following areas:
•
Product Management:
Reducing the supply of certain footwear products in the marketplace as we shift to new and innovative products and rebalance the mix of our footwear portfolio.
•
Marketplace Management:
Repositioning NIKE Brand Digital as a full-price platform and reinvesting in wholesale distribution. This includes liquidating inventory through increased markdowns across NIKE Direct, and higher sales returns and discounts with our wholesale partners to reduce inventory and create capacity for new product.
•
Brand Management:
Increasing investment in demand creation including brand marketing and sports marketing to support key product launches and sports moments.
Over the next several quarters, we expect these actions will have a negative impact on our Revenues and gross margin as well as higher Demand creation expense. However, we believe these actions will reignite brand momentum and reposition our business to drive long-term shareholder value.
24
USE OF NON-GAAP FINANCIAL MEASURES
Throughout this Quarterly Report on Form 10-Q, we discuss non-GAAP financial measures, which should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with U.S. GAAP. References to these measures 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 measures used by other companies. Management uses these non-GAAP 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.
Earnings Before Interest and Taxes ("EBIT"):
Calculated as Net income before Interest expense (income), net and Income tax expense in the Unaudited Condensed Consolidated Statements of Income. Total NIKE, Inc. EBIT for the three and nine months ended February 28, 2025 and February 29, 2024 are as follows:
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
| (Dollars in millions) | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
| Net income | $ | 794 | $ | 1,172 | $ | 3,008 | $ | 4,200 | |||||||||
| Add: Interest expense (income), net | (18) | (52) | (85) | (108) | |||||||||||||
| Add: Income tax expense | 50 | 232 | 559 | 774 | |||||||||||||
| Earnings before interest and taxes | $ | 826 | $ | 1,352 | $ | 3,482 | $ | 4,866 | |||||||||
EBIT margin:
Calculated as total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues. Our EBIT margin calculation for the three and nine months ended February 28, 2025 and February 29, 2024 are as follows:
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
| (Dollars in millions) | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
| Numerator | |||||||||||||||||
| Earnings before interest and taxes | $ | 826 | $ | 1,352 | $ | 3,482 | $ | 4,866 | |||||||||
| Denominator | |||||||||||||||||
| Total NIKE, Inc. Revenues | $ | 11,269 | $ | 12,429 | $ | 35,212 | $ | 38,756 | |||||||||
| EBIT margin | 7.3 | % | 10.9 | % | 9.9 | % | 12.6 | % | |||||||||
Currency-neutral revenues:
Currency-neutral revenues enhance visibility to underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Currency-neutral revenues are calculated using actual exchange rates in use during the comparative prior year period in place of the exchange rates in use during the current period.
COMPARABLE STORE SALES
Comparable store sales:
This key metric, which excludes NIKE Brand Digital sales, comprises revenues from NIKE-owned in-line and factory stores for which all three of the following requirements have been met: (1) the store has been open at least one year, (2) square footage has not changed by more than 15% within the past year and (3) the store has not been permanently repositioned within the past year. Comparable store sales represents a performance metric that we believe is useful information for management and investors in understanding the performance of our established NIKE-owned in-line and factory stores. Management considers this metric when making financial and operating decisions. The method of calculating comparable store sales varies across the retail industry. As a result, our calculation of this metric may not be comparable to similarly titled metrics used by other companies.
25
RESULTS OF OPERATIONS
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||
| (Dollars in millions, except per share data) | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | |||||||||||||||||
| Revenues | $ | 11,269 | $ | 12,429 | -9 | % | $ | 35,212 | $ | 38,756 | -9 | % | |||||||||||
| Cost of sales | 6,594 | 6,867 | -4 | % | 19,891 | 21,503 | -7 | % | |||||||||||||||
| Gross profit | 4,675 | 5,562 | -16 | % | 15,321 | 17,253 | -11 | % | |||||||||||||||
| Gross margin | 41.5 | % | 44.8 | % | 43.5 | % | 44.5 | % | |||||||||||||||
| Demand creation expense | 1,088 | 1,011 | 8 | % | 3,436 | 3,194 | 8 | % | |||||||||||||||
| Operating overhead expense | 2,799 | 3,215 | -13 | % | 8,504 | 9,294 | -9 | % | |||||||||||||||
| Total selling and administrative expense | 3,887 | 4,226 | -8 | % | 11,940 | 12,488 | -4 | % | |||||||||||||||
| % of revenues | 34.5 | % | 34.0 | % | 33.9 | % | 32.2 | % | |||||||||||||||
| Interest expense (income), net | (18) | (52) | — | (85) | (108) | — | |||||||||||||||||
| Other (income) expense, net | (38) | (16) | — | (101) | (101) | — | |||||||||||||||||
| Income before income taxes | 844 | 1,404 | -40 | % | 3,567 | 4,974 | -28 | % | |||||||||||||||
| Income tax expense | 50 | 232 | -78 | % | 559 | 774 | -28 | % | |||||||||||||||
| Effective tax rate | 5.9 | % | 16.5 | % | 15.7 | % | 15.6 | % | |||||||||||||||
| NET INCOME | $ | 794 | $ | 1,172 | -32 | % | $ | 3,008 | $ | 4,200 | -28 | % | |||||||||||
| Diluted earnings per common share | $ | 0.54 | $ | 0.77 | -30 | % | $ | 2.02 | $ | 2.74 | -26 | % | |||||||||||
26
CONSOLIDATED OPERATING RESULTS
REVENUES
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE |
% CHANGE EXCLUDING CURRENCY CHANGES
(1)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE |
% CHANGE EXCLUDING CURRENCY CHANGES
(1)
|
|||||||||||||||||||||
| NIKE, Inc. Revenues: | |||||||||||||||||||||||||||||
| NIKE Brand Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 7,208 | $ | 8,162 | -12 | % | -9 | % | $ | 22,325 | $ | 25,190 | -11 | % | -10 | % | |||||||||||||
| Apparel | 3,193 | 3,290 | -3 | % | -1 | % | 9,963 | 10,452 | -5 | % | -4 | % | |||||||||||||||||
| Equipment | 477 | 487 | -2 | % | 0 | % | 1,624 | 1,497 | 8 | % | 9 | % | |||||||||||||||||
|
Global Brand Divisions
(2)
|
12 | 9 | 33 | % | 21 | % | 39 | 34 | 15 | % | 13 | % | |||||||||||||||||
| Total NIKE Brand Revenues | 10,890 | 11,948 | -9 | % | -6 | % | 33,951 | 37,173 | -9 | % | -8 | % | |||||||||||||||||
| Converse | 405 | 495 | -18 | % | -16 | % | 1,335 | 1,602 | -17 | % | -16 | % | |||||||||||||||||
|
Corporate
(3)
|
(26) | (14) | — | — | (74) | (19) | — | — | |||||||||||||||||||||
| TOTAL NIKE, INC. REVENUES | $ | 11,269 | $ | 12,429 | -9 | % | -7 | % | $ | 35,212 | $ | 38,756 | -9 | % | -8 | % | |||||||||||||
| Supplemental NIKE Brand Revenues Details: | |||||||||||||||||||||||||||||
| NIKE Brand Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 6,155 | $ | 6,588 | -7 | % | -4 | % | $ | 19,485 | $ | 20,689 | -6 | % | -5 | % | |||||||||||||
| Sales through NIKE Direct | 4,723 | 5,351 | -12 | % | -10 | % | 14,427 | 16,450 | -12 | % | -12 | % | |||||||||||||||||
|
Global Brand Divisions
(2)
|
12 | 9 | 33 | % | 21 | % | 39 | 34 | 15 | % | 13 | % | |||||||||||||||||
| TOTAL NIKE BRAND REVENUES | $ | 10,890 | $ | 11,948 | -9 | % | -6 | % | $ | 33,951 | $ | 37,173 | -9 | % | -8 | % | |||||||||||||
(1)
The percent change excluding currency changes represents a non-GAAP financial measure. For additional information, see "Use of Non-GAAP Financial Measures".
(2)
Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.
(3)
Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through our central foreign exchange risk management program.
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
•
NIKE, Inc. Revenues for the third quarter of fiscal 2025 were $11.3 billion compared to $12.4 billion for the third quarter of fiscal 2024. On a currency-neutral basis, NIKE, Inc. Revenues decreased 7%, primarily due to lower revenues in Greater China, Europe, Middle East & Africa ("EMEA") and North America, which each reduced NIKE, Inc. Revenues by approximately 3, 2 and 2 percentage points, respectively.
•
NIKE Brand revenues, which represented over 90% of NIKE, Inc. Revenues, decreased 9% on a reported basis and 6% on a currency-neutral basis. The decrease on a currency-neutral basis was due to lower revenues in the Jordan Brand, Men's, Kids' and Women's.
•
NIKE Brand footwear revenues decreased 9% on a currency-neutral basis. Unit sales of footwear decreased 8%, while lower average selling price ("ASP") per pair reduced footwear revenues by approximately 1 percentage point. Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by product mix.
•
NIKE Brand apparel revenues decreased 1% on a currency-neutral basis. Unit sales of apparel were flat, while lower ASP per unit reduced apparel revenues by approximately 1 percentage point. Lower ASP per unit was primarily due to changes in channel mix and higher discounts, partially offset by product mix.
•
NIKE Brand wholesale revenues decreased 7% on a reported basis and 4% on a currency-neutral basis. The decrease on a currency-neutral basis was driven by lower revenues in Greater China, EMEA, Asia Pacific & Latin America ("APLA"), partially offset by an increase in North America.
27
•
NIKE Direct revenues were $4.7 billion in the third quarter of fiscal 2025, compared to $5.4 billion for the third quarter of fiscal 2024. NIKE Brand Digital sales were $2.5 billion for the third quarter of fiscal 2025 compared to $3.0 billion for the third quarter of fiscal 2024. On a currency-neutral basis, NIKE Direct revenues decreased 10%, primarily due to NIKE Brand Digital sales declines of 15% and comparable store sales declines of 3% compared to the third quarter of fiscal 2024. For additional information regarding comparable store sales, including the definition, see "Comparable Store Sales".
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
•
NIKE, Inc. Revenues were $35.2 billion for the first nine months of fiscal 2025
compared to $38.8 billion for the first nine months of fiscal 2024. On a currency-neutral basis, NIKE, Inc. Revenues decreased 8%, primarily due to lower revenues in North America, EMEA, Greater China and Converse which each reduced NIKE, Inc. Revenues by 3, 3, 1 and 1 percentage points, respectively.
•
NIKE Brand revenues, which represented over 90% of NIKE, Inc. Revenues, decreased 9% on a reported basis and 8% on a currency-neutral basis. The decrease on a currency-neutral basis was due to lower revenues in the Jordan Brand, Men's, Women's and Kids'.
•
NIKE Brand footwear revenues decreased 10% on a currency-neutral basis. Unit sales of footwear decreased 8%, while lower ASP per pair reduced footwear revenues by approximately 2 percentage points. Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by strategic pricing actions.
•
NIKE Brand apparel revenues decreased 4% on a currency-neutral basis. Unit sales of apparel decreased 5%, while higher ASP per unit contributed approximately 1 percentage point of apparel revenue growth. Higher ASP per unit was primarily due to strategic pricing actions, partially offset by changes in channel mix.
•
NIKE Brand wholesale revenues decreased 6% and 5% on a reported and currency-neutral basis, respectively. The decrease on a currency-neutral basis was driven by lower revenues in EMEA, Greater China, North America, and APLA.
•
NIKE Direct revenues were $14.4 billion for the first nine months of fiscal 2025, compared to $16.5 billion for the first nine months of fiscal 2024. NIKE Brand Digital sales were $7.6 billion for the first nine months of fiscal 2025 compared to $9.4 billion for the first nine months of fiscal 2024. On a currency-neutral basis, NIKE Direct revenues decreased 12%, primarily due to NIKE Brand Digital sales declines of 19% and comparable store sales declines of 2% compared to the first nine months of fiscal 2024.
GROSS MARGIN
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | |||||||||||||||||
| Gross profit | $ | 4,675 | $ | 5,562 | -16 | % | $ | 15,321 | $ | 17,253 | -11 | % | |||||||||||
| Gross margin | 41.5 | % | 44.8 | % | (330) bps | 43.5 | % | 44.5 | % | (100) bps | |||||||||||||
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
For the third quarter of fiscal 2025, our consolidated gross margin was 330 basis points lower than the prior year due to:
•
Lower NIKE Brand ASP (decreasing gross margin approximately 150 basis points), primarily due to higher discounts and changes in channel mix;
•
Higher other costs (decreasing gross margin approximately 90 basis points), in part due to higher inventory obsolescence reserves;
•
Higher NIKE Brand product costs (decreasing gross margin approximately 70 basis points);
•
Unfavorable changes in foreign currency exchange rates, net of hedges (decreasing gross margin approximately 30 basis points); and
•
Lower gross margin from Converse (decreasing gross margin approximately 20 basis points).
This was partially offset by:
•
Restructuring charges in the prior year (increasing gross margin approximately 50 basis points).
28
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
For the first nine months of fiscal 2025, our consolidated gross margin was 100 basis points lower than the prior year due to:
•
Lower NIKE Brand ASP (decreasing gross margin approximately 140 basis points), primarily due to higher discounts and changes in channel mix, partially offset by benefits from strategic pricing actions;
•
Higher other costs (decreasing gross margin approximately 70 basis points), in part due to higher inventory obsolescence reserves; and
•
Lower gross margin from Converse (decreasing gross margin approximately 10 basis points).
This was partially offset by:
•
Lower NIKE Brand product costs (increasing gross margin approximately 100 basis points);
•
Lower warehousing and logistics costs (increasing gross margin approximately 30 basis points); and
•
Restructuring charges in the prior year (increasing gross margin approximately 20 basis points).
TOTAL SELLING AND ADMINISTRATIVE EXPENSE
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | |||||||||||||||||
|
Demand creation expense
(1)
|
$ | 1,088 | $ | 1,011 | 8 | % | $ | 3,436 | $ | 3,194 | 8 | % | |||||||||||
|
Operating overhead expense
(2)
|
2,799 | 3,215 | -13 | % | 8,504 | 9,294 | -9 | % | |||||||||||||||
| Total selling and administrative expense | $ | 3,887 | $ | 4,226 | -8 | % | $ | 11,940 | $ | 12,488 | -4 | % | |||||||||||
| % of revenues | 34.5 | % | 34.0 | % | 50 bps | 33.9 | % | 32.2 | % | 170 bps | |||||||||||||
(1)
Demand creation expense consists of brand marketing expense, including advertising and promotion costs such as production and media costs, digital marketing expense, brand events and retail brand presentation costs, and sports marketing expense, including expenses related to endorsement contracts, complimentary product and sports marketing events.
(2)
Operating overhead expense consists primarily of wage and benefit-related expenses and other administrative expenses, such as research and development costs, bad debt expense, rent, depreciation and amortization and costs related to professional services, certain technology investments, meetings and travel.
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
Demand creation expense increased 8% primarily due to an increase in brand marketing expense, reflecting investment in key sports events. Changes in foreign currency exchange rates did not have a material impact on Demand creation expense.
Operating overhead expense decreased 13% primarily due to restructuring charges in the prior year and lower wage-related expenses. Changes in foreign currency exchange rates did not have a material impact on Operating overhead expense.
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
Demand creation expense increased 8% primarily due to an increase in brand marketing expense, reflecting investment in key sports events. Changes in foreign currency exchange rates did not have a material impact on Demand creation expense.
Operating overhead expense decreased 9% due to restructuring charges in the prior year, lower wage-related expenses and lower other administrative costs. Changes in foreign currency exchange rates did not have a material impact on Operating overhead expense.
29
OTHER (INCOME) EXPENSE, NET
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | |||||||||||||
| Other (income) expense, net | $ | (38) | $ | (16) | $ | (101) | $ | (101) | |||||||||
Other (income) expense, net comprises foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments, as well as unusual or non-operating transactions outside the normal course of business.
For the third quarter of fiscal 2025, Other (income) expense, net increased from $16 million of other income, net, in the prior year to $38 million of other income, net, in the current year, primarily due to goodwill impairment in the prior year and a net favorable change in foreign currency conversion gains and losses, including hedges.
For the first nine months of fiscal 2025, Other (income) expense, net was flat compared to the prior year.
INCOME TAXES
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||
| FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | ||||||||||||||||||
| Effective tax rate | 5.9 | % | 16.5 | % | (1,060) bps | 15.7 | % | 15.6 | % | 10 bps | |||||||||||||
Our effective tax rate was 5.9% for the third quarter of fiscal 2025, compared to 16.5% for the third quarter of fiscal 2024 primarily due to a one-time, non-cash deferred tax benefit provided by recently finalized U.S. tax regulations related to foreign currency gains and losses.
Our effective tax rate was 15.7% for the first nine months of fiscal 2025, compared to 15.6% for the first nine months of fiscal 2024, primarily due to decreased benefits from stock-based compensation and one-time benefits in the first nine months of fiscal 2024 including the impact of the delay of the effective date of certain U.S. foreign tax credit regulations. These impacts were largely offset by a one-time, non-cash deferred tax benefit in the first nine months of fiscal 2025 provided by recently finalized U.S. tax regulations related to foreign currency gains and losses.
For additional information, refer to Note 5 — Income Taxes within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.
30
OPERATING SEGMENTS
As discussed in Note 11 — Operating Segments in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements, 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.
The breakdown of Revenues is as follows:
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE |
% CHANGE EXCLUDING CURRENCY CHANGES
(1)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE |
% CHANGE EXCLUDING CURRENCY CHANGES
(1)
|
|||||||||||||||||||||
| North America | $ | 4,864 | $ | 5,070 | -4 | % | -4 | % | $ | 14,869 | $ | 16,118 | -8 | % | -8 | % | |||||||||||||
| Europe, Middle East & Africa | 2,811 | 3,138 | -10 | % | -6 | % | 9,257 | 10,315 | -10 | % | -10 | % | |||||||||||||||||
| Greater China | 1,733 | 2,084 | -17 | % | -15 | % | 5,110 | 5,682 | -10 | % | -10 | % | |||||||||||||||||
| Asia Pacific & Latin America | 1,470 | 1,647 | -11 | % | -4 | % | 4,676 | 5,024 | -7 | % | -3 | % | |||||||||||||||||
|
Global Brand Divisions
(2)
|
12 | 9 | 33 | % | 21 | % | 39 | 34 | 15 | % | 13 | % | |||||||||||||||||
| TOTAL NIKE BRAND | 10,890 | 11,948 | -9 | % | -6 | % | 33,951 | 37,173 | -9 | % | -8 | % | |||||||||||||||||
| Converse | 405 | 495 | -18 | % | -16 | % | 1,335 | 1,602 | -17 | % | -16 | % | |||||||||||||||||
|
Corporate
(3)
|
(26) | (14) | — | — | (74) | (19) | — | — | |||||||||||||||||||||
| TOTAL NIKE, INC. REVENUES | $ | 11,269 | $ | 12,429 | -9 | % | -7 | % | $ | 35,212 | $ | 38,756 | -9 | % | -8 | % | |||||||||||||
(1) The percent change excluding currency changes represents a non-GAAP financial measure. For additional information, see "Use of Non-GAAP Financial Measures".
(2) Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.
(3) Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through our central foreign exchange risk management program.
The primary financial measure used by the Company to evaluate performance of individual operating segments is EBIT. 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 EBIT is as follows:
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | |||||||||||||||||
| North America | $ | 1,103 | $ | 1,400 | -21 | % | $ | 3,690 | $ | 4,360 | -15 | % | |||||||||||
| Europe, Middle East & Africa | 480 | 734 | -35 | % | 2,103 | 2,591 | -19 | % | |||||||||||||||
| Greater China | 421 | 722 | -42 | % | 1,298 | 1,761 | -26 | % | |||||||||||||||
| Asia Pacific & Latin America | 346 | 471 | -27 | % | 1,208 | 1,406 | -14 | % | |||||||||||||||
| Global Brand Divisions | (1,093) | (1,199) | 9 | % | (3,453) | (3,572) | 3 | % | |||||||||||||||
|
TOTAL NIKE BRAND
(1)
|
1,257 | 2,128 | -41 | % | 4,846 | 6,546 | -26 | % | |||||||||||||||
| Converse | 39 | 98 | -60 | % | 213 | 380 | -44 | % | |||||||||||||||
|
Corporate
|
(470) | (874) | 46 | % | (1,577) | (2,060) | 23 | % | |||||||||||||||
|
TOTAL NIKE, INC. EARNINGS BEFORE INTEREST AND TAXES
(1)
|
826 | 1,352 | -39 | % | 3,482 | 4,866 | -28 | % | |||||||||||||||
|
EBIT margin
(1)
|
7.3 | % | 10.9 | % | 9.9 | % | 12.6 | % | |||||||||||||||
| Interest expense (income), net | (18) | (52) | — | (85) | (108) | — | |||||||||||||||||
| TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES | $ | 844 | $ | 1,404 | -40 | % | $ | 3,567 | $ | 4,974 | -28 | % | |||||||||||
(1) Total NIKE Brand EBIT, Total NIKE, Inc. EBIT and EBIT margin represent non-GAAP financial measures. For additional information, see "Use of Non-GAAP Financial Measures".
31
NORTH AMERICA
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||||||||
| (Dollars in millions) | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | |||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 3,132 | $ | 3,460 | -9 | % | -9 | % | $ | 9,580 | $ | 10,950 | -13 | % | -12 | % | |||||||||||||
| Apparel | 1,510 | 1,408 | 7 | % | 8 | % | 4,534 | 4,555 | 0 | % | 0 | % | |||||||||||||||||
| Equipment | 222 | 202 | 10 | % | 10 | % | 755 | 613 | 23 | % | 23 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 4,864 | $ | 5,070 | -4 | % | -4 | % | $ | 14,869 | $ | 16,118 | -8 | % | -8 | % | |||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 2,499 | $ | 2,440 | 2 | % | 3 | % | $ | 7,840 | $ | 8,114 | -3 | % | -3 | % | |||||||||||||
| Sales through NIKE Direct | 2,365 | 2,630 | -10 | % | -10 | % | 7,029 | 8,004 | -12 | % | -12 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 4,864 | $ | 5,070 | -4 | % | -4 | % | $ | 14,869 | $ | 16,118 | -8 | % | -8 | % | |||||||||||||
| EARNINGS BEFORE INTEREST AND TAXES | $ | 1,103 | $ | 1,400 | -21 | % | $ | 3,690 | $ | 4,360 | -15 | % | |||||||||||||||||
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
•
North America revenues decreased 4% on a currency-neutral basis, primarily due to lower revenues in the Jordan Brand. Wholesale revenues increased 3%. NIKE Direct revenues decreased 10%, primarily due to digital sales declines of 12% and comparable store sales declines of 7%.
•
Footwear revenues decreased 9% on a currency-neutral basis. Unit sales of footwear decreased 8%, while lower ASP per pair reduced footwear revenues by approximately 1 percentage point. Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by product mix.
•
Apparel revenues increased 8% on a currency-neutral basis. Unit sales of apparel increased 6%, while higher ASP per unit contributed approximately 2 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to product mix, partially offset by changes in channel mix.
Reported EBIT decreased 21% reflecting lower revenues and the following:
•
Gross margin contraction of 210 basis points primarily due to lower ASP and higher inventory obsolescence reserves. Lower ASP primarily reflects higher discounts and changes in channel mix, partially offset by product mix.
•
Selling and administrative expense increase of 12% driven by higher operating overhead expense and higher demand creation expense. The increase in operating overhead expense was primarily due to higher other administrative costs. The increase in demand creation expense was primarily due to higher brand marketing expense, reflecting investment in key sports events.
FIRST NINE MONTHS
OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
•
North America revenues decreased 8% on a currency-neutral basis, primarily due to lower revenues in the Jordan Brand, Men's and Women's. Wholesale revenues decreased 3%. NIKE Direct revenues decreased 12%, primarily due to digital sales declines of 17% and comparable store sales declines of 3%.
•
Footwear revenues decreased 12% on a currency-neutral basis. Unit sales of footwear decreased 10%, while lower ASP per pair reduced footwear revenues by approximately 2 percentage points. Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by strategic pricing actions.
•
Apparel revenues were flat on a currency-neutral basis. Unit sales of apparel and ASP per unit were flat, as strategic pricing actions were offset by changes in channel mix.
Reported EBIT decreased 15% reflecting lower revenues and the following:
•
Gross margin contraction of 10 basis points primarily due to lower ASP and higher inventory obsolescence reserves, partially offset by lower product costs. Lower ASP primarily reflects higher discounts and changes in channel mix.
•
Selling and administrative expense increase of 3% driven by higher demand creation expense, partially offset by lower operating overhead expense. The increase in demand creation expense was primarily due to higher brand marketing expense, reflecting investment in key sports events. The decrease in operating overhead expense was due to lower wage-related expenses, partially offset by higher other administrative costs.
32
EUROPE, MIDDLE EAST & AFRICA
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||||||||
| (Dollars in millions) | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | |||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 1,742 | $ | 1,960 | -11 | % | -7 | % | $ | 5,676 | $ | 6,406 | -11 | % | -11 | % | |||||||||||||
| Apparel | 913 | 994 | -8 | % | -4 | % | 3,042 | 3,331 | -9 | % | -8 | % | |||||||||||||||||
| Equipment | 156 | 184 | -15 | % | -12 | % | 539 | 578 | -7 | % | -6 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 2,811 | $ | 3,138 | -10 | % | -6 | % | $ | 9,257 | $ | 10,315 | -10 | % | -10 | % | |||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 1,817 | $ | 1,966 | -8 | % | -3 | % | $ | 6,011 | $ | 6,483 | -7 | % | -6 | % | |||||||||||||
| Sales through NIKE Direct | 994 | 1,172 | -15 | % | -12 | % | 3,246 | 3,832 | -15 | % | -15 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 2,811 | $ | 3,138 | -10 | % | -6 | % | $ | 9,257 | $ | 10,315 | -10 | % | -10 | % | |||||||||||||
| EARNINGS BEFORE INTEREST AND TAXES | $ | 480 | $ | 734 | -35 | % | $ | 2,103 | $ | 2,591 | -19 | % | |||||||||||||||||
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
•
EMEA revenues decreased 6% on a currency-neutral basis primarily due to lower revenues in the Jordan Brand, Men's and Kids'. Wholesale revenues decreased 3%. NIKE Direct revenues decreased 12%, due to digital sales declines of 25% partially offset by comparable store sales growth of 9%.
•
Footwear revenues decreased 7% on a currency-neutral basis. Unit sales of footwear decreased 4%, while lower ASP per pair reduced footwear revenues by approximately 3 percentage points. Lower ASP per pair was primarily due to changes in channel mix and higher discounts, partially offset by product mix.
•
Apparel revenues decreased 4% on a currency-neutral basis. Unit sales of apparel decreased 1%, while lower ASP per unit reduced apparel revenues by approximately 3 percentage points. Lower ASP per unit was primarily due to changes in channel mix and higher discounts.
Reported EBIT decreased 35% reflecting lower revenues and the following:
•
Gross margin contraction of 420 basis points primarily due to higher other product costs and lower ASP, partially offset by lower warehousing and logistics costs. Lower ASP primarily reflects changes in channel mix and higher discounts.
•
Selling and administrative expense decrease of 4% driven by lower operating overhead expense, partially offset by higher demand creation expense. The decrease in operating overhead expense was primarily due to lower wage-related expenses and favorable changes in foreign currency exchange rates. The increase in demand creation expense was due to higher sports marketing expense and brand marketing expense, partially offset by favorable changes in foreign currency exchange rates.
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
•
EMEA revenues decreased 10% on a currency-neutral basis due to lower revenues in Men's, the Jordan Brand, Women's and Kids'. Wholesale revenues decreased 6%. NIKE Direct revenues decreased 15%, due to digital sales declines of 28%, partially offset by comparable store sales growth of 4% and the addition of new stores.
•
Footwear revenues decreased 11% on a currency-neutral basis. Unit sales of footwear decreased 10%, while lower ASP per pair reduced footwear revenues by approximately 1 percentage point. Lower ASP per pair was primarily due to changes in channel mix and higher discounts, partially offset by strategic pricing actions.
•
Apparel revenues decreased 8% on a currency-neutral basis. Unit sales of apparel decreased 8%, while ASP per unit was flat, as strategic pricing actions were offset by changes in channel mix.
33
Reported EBIT decreased 19% reflecting lower revenues and the following:
•
Gross margin contraction of 30 basis points primarily due to lower ASP, partially offset by lower warehousing and logistics costs. Lower ASP primarily reflects changes in channel mix and higher discounts, partially offset by strategic pricing actions.
•
Selling and administrative expense decrease of 1% driven by lower operating overhead expense, partially offset by higher demand creation expense. The decrease in operating overhead expense was primarily due to lower wage-related expenses and lower other administrative costs. The increase in demand creation expense was primarily due to higher brand marketing expense, reflecting investment in key sports events, partially offset by lower sports marketing expense.
GREATER CHINA
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| (Dollars in millions) | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | |||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 1,282 | $ | 1,547 | -17 | % | -15 | % | $ | 3,731 | $ | 4,195 | -11 | % | -11 | % | |||||||||||||
| Apparel | 412 | 498 | -17 | % | -15 | % | 1,244 | 1,368 | -9 | % | -9 | % | |||||||||||||||||
| Equipment | 39 | 39 | 0 | % | -1 | % | 135 | 119 | 13 | % | 13 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 1,733 | $ | 2,084 | -17 | % | -15 | % | $ | 5,110 | $ | 5,682 | -10 | % | -10 | % | |||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 995 | $ | 1,243 | -20 | % | -18 | % | $ | 2,870 | $ | 3,165 | -9 | % | -9 | % | |||||||||||||
| Sales through NIKE Direct | 738 | 841 | -12 | % | -11 | % | 2,240 | 2,517 | -11 | % | -11 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 1,733 | $ | 2,084 | -17 | % | -15 | % | $ | 5,110 | $ | 5,682 | -10 | % | -10 | % | |||||||||||||
| EARNINGS BEFORE INTEREST AND TAXES | $ | 421 | $ | 722 | -42 | % | $ | 1,298 | $ | 1,761 | -26 | % | |||||||||||||||||
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
•
Greater China revenues decreased 15% on a currency-neutral basis due to lower revenues in Men's, the Jordan Brand, Women's and Kids', reflecting our actions to prioritize the health of the marketplace. Wholesale revenues decreased 18%. NIKE Direct revenues decreased 11% due to digital sales declines of 20% and comparable store sales declines of 6%.
•
Footwear revenues decreased 15% on a currency-neutral basis. Unit sales of footwear decreased 15%, while ASP per pair was flat, as strategic pricing actions were offset by higher discounts and changes in channel mix.
•
Apparel revenues decreased 15% on a currency-neutral basis. Unit sales of apparel decreased 19%, while higher ASP per unit contributed approximately 4 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to strategic pricing actions.
Reported EBIT decreased 42% reflecting lower revenues and the following:
•
Gross margin contraction of approximately 580 basis points, reflecting higher inventory obsolescence reserves and unfavorable changes in standard foreign currency exchange rates, partially offset by higher ASP. Higher ASP primarily reflects strategic pricing actions, partially offset by higher discounts.
•
Selling and administrative expense increase of 3% driven by higher demand creation expense. Demand creation expense increased primarily due to higher brand marketing expense. Operating overhead expense was flat as higher other administrative costs were offset by favorable changes in foreign currency exchange rates.
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
•
Greater China revenues decreased 10% on a currency-neutral basis due to lower revenues in Men's, the Jordan Brand, Women's and Kids'. Wholesale revenues decreased 9%. NIKE Direct revenues decreased 11% due to digital sales declines of 19% and comparable store sales declines of 7%.
•
Footwear revenues decreased 11% on a currency-neutral basis. Unit sales of footwear decreased 9%, while lower ASP per pair reduced footwear revenues by approximately 2 percentage points. Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by strategic pricing actions.
•
Apparel revenues decreased 9% on a currency-neutral basis. Unit sales of apparel decreased 14%, while higher ASP per unit contributed approximately 5 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to strategic pricing actions.
34
Reported EBIT decreased 26% reflecting lower revenues and the following:
•
Gross margin contraction of approximately 410 basis points, primarily due to unfavorable changes in standard foreign currency exchange rates and higher inventory obsolescence reserves.
•
Selling and administrative expense decrease of 3% driven by lower operating overhead expense, partially offset by higher demand creation expense. Operating overhead expense decreased primarily due to lower wage-related expenses and lower other administrative costs. Demand creation expense increased primarily due to higher sports marketing expense.
ASIA PACIFIC & LATIN AMERICA
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| (Dollars in millions) | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | |||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 1,052 | $ | 1,195 | -12 | % | -5 | % | $ | 3,338 | $ | 3,639 | -8 | % | -4 | % | |||||||||||||
| Apparel | 358 | 390 | -8 | % | -1 | % | 1,143 | 1,198 | -5 | % | -1 | % | |||||||||||||||||
| Equipment | 60 | 62 | -3 | % | 5 | % | 195 | 187 | 4 | % | 8 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 1,470 | $ | 1,647 | -11 | % | -4 | % | $ | 4,676 | $ | 5,024 | -7 | % | -3 | % | |||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 844 | $ | 939 | -10 | % | -4 | % | $ | 2,764 | $ | 2,927 | -6 | % | -2 | % | |||||||||||||
| Sales through NIKE Direct | 626 | 708 | -12 | % | -4 | % | 1,912 | 2,097 | -9 | % | -4 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 1,470 | $ | 1,647 | -11 | % | -4 | % | $ | 4,676 | $ | 5,024 | -7 | % | -3 | % | |||||||||||||
| EARNINGS BEFORE INTEREST AND TAXES | $ | 346 | $ | 471 | -27 | % | $ | 1,208 | $ | 1,406 | -14 | % | |||||||||||||||||
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
•
APLA revenues decreased 4% on a currency-neutral basis primarily due to lower revenues in Southeast Asia and India ("SEA&I") and Korea, partially offset by higher revenues in Central and South America. APLA revenues decreased primarily due to lower revenues in Men's and the Jordan Brand. Wholesale revenues decreased 4%. NIKE Direct revenues decreased 4% due to digital sales declines of 8% and comparable store sales declines of 3%, partially offset by the addition of new stores.
•
Footwear revenues decreased 5% on a currency-neutral basis. Unit sales of footwear decreased 2%, while lower ASP per pair reduced footwear revenues by approximately 3 percentage points. Lower ASP per pair was primarily due to product mix and higher discounts.
•
Apparel revenues decreased 1% on a currency-neutral basis. Unit sales of apparel decreased 1%, while ASP per unit was flat, as strategic pricing actions were offset by higher discounts and changes in channel mix.
Reported EBIT decreased 27% reflecting lower revenues and the following:
•
Gross margin contraction of approximately 250 basis points primarily due to lower ASP, unfavorable changes in standard foreign currency exchange rates and higher warehousing and logistics costs, partially offset by lower product costs. Lower ASP reflects higher discounts and product mix. Lower product costs primarily reflects product mix.
•
Selling and administrative expense increase of 2% driven by higher demand creation expense. Demand creation expense increased primarily due to higher sports marketing expense and higher brand marketing expense. Operating overhead expense was flat as higher wage-related expenses and higher other administrative costs were offset by favorable changes in foreign currency exchange rates.
35
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
•
APLA revenues decreased 3% on a currency-neutral basis primarily due to lower revenues in Korea and SEA&I. APLA revenues decreased primarily due to lower revenues in Men's and the Jordan Brand. Wholesale revenues decreased 2%. NIKE Direct revenues decreased 4% due to digital sales declines of 10%, partially offset by comparable store sales growth of 1% and the addition of new stores.
•
Footwear revenues decreased 4% on a currency-neutral basis. Unit sales of footwear decreased 3%, while lower ASP per pair reduced footwear revenues by approximately 1 percentage point. Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by strategic pricing actions.
•
Apparel revenues decreased 1% on a currency-neutral basis. Unit sales of apparel decreased 3%, while higher ASP per unit contributed approximately 2 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to strategic pricing actions.
Reported EBIT decreased 14% reflecting lower revenues and the following:
•
Gross margin contraction of approximately 110 basis points primarily due to unfavorable changes in standard foreign currency exchange rates, lower ASP and higher warehousing and logistics costs, partially offset by lower product costs. Lower ASP reflects higher discounts and changes in channel mix, partially offset by strategic pricing actions.
•
Selling and administrative expense decrease of 2% driven by lower demand creation expense. Demand creation expense decreased primarily due to favorable changes in foreign currency exchange rates and lower brand marketing expense. Operating overhead expense was flat as favorable changes in foreign currency exchange rates were offset by higher wage-related expenses and higher other administrative costs.
GLOBAL BRAND DIVISIONS
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|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | |||||||||||||||||||||
| Revenues | $ | 12 | $ | 9 | 33 | % | 21 | % | $ | 39 | $ | 34 | 15 | % | 13 | % | |||||||||||||
| Earnings (Loss) Before Interest and Taxes | $ | (1,093) | $ | (1,199) | 9 | % | $ | (3,453) | $ | (3,572) | 3 | % | |||||||||||||||||
Global Brand Divisions primarily represent demand creation and operating overhead expense, including product creation and design expenses that are centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
Global Brand Divisions' loss before interest and taxes decreased 9% driven by lower operating overhead expense, partially offset by higher demand creation expense. The decrease in operating overhead expense was due to lower wage-related expenses and lower other administrative costs. Higher demand creation expense was due to increased brand marketing expense.
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
Global Brand Divisions' loss before interest and taxes decreased 3% driven by lower operating overhead expense, partially offset by higher demand creation expense. The decrease in operating overhead expense was primarily due to lower wage-related expenses. Higher demand creation expense was due to increased brand marketing expense and sports marketing expense.
36
CONVERSE
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|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | % CHANGE EXCLUDING CURRENCY CHANGES | |||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 349 | $ | 426 | -18 | % | -16 | % | $ | 1,149 | $ | 1,390 | -17 | % | -17 | % | |||||||||||||
| Apparel | 22 | 25 | -12 | % | -12 | % | 65 | 75 | -13 | % | -14 | % | |||||||||||||||||
| Equipment | 7 | 9 | -22 | % | -22 | % | 25 | 27 | -7 | % | -6 | % | |||||||||||||||||
|
Other
(1)
|
27 | 35 | -23 | % | -20 | % | 96 | 110 | -13 | % | -12 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 405 | $ | 495 | -18 | % | -16 | % | $ | 1,335 | $ | 1,602 | -17 | % | -16 | % | |||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 208 | $ | 257 | -19 | % | -17 | % | $ | 695 | $ | 843 | -18 | % | -17 | % | |||||||||||||
| Sales through Direct to Consumer | 170 | 203 | -16 | % | -15 | % | 544 | 649 | -16 | % | -16 | % | |||||||||||||||||
|
Other
(1)
|
27 | 35 | -23 | % | -19 | % | 96 | 110 | -13 | % | -12 | % | |||||||||||||||||
| TOTAL REVENUES | $ | 405 | $ | 495 | -18 | % | -16 | % | $ | 1,335 | $ | 1,602 | -17 | % | -16 | % | |||||||||||||
| EARNINGS BEFORE INTEREST AND TAXES | $ | 39 | $ | 98 | -60 | % | $ | 213 | $ | 380 | -44 | % | |||||||||||||||||
(1)
Other revenues consist of territories serviced by third-party licensees who pay royalties to Converse for the use of its registered trademarks and other intellectual property rights.
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
•
Converse revenues decreased 16% on a currency-neutral basis driven by revenue declines in all territories. Unit sales decreased 6%, while ASP decreased 10%, reflecting higher discounts in direct to consumer.
•
Wholesale revenues decreased 17% on a currency-neutral basis, as declines in Western Europe and Asia were partially offset by growth in North America.
•
Direct to consumer revenues decreased 15% on a currency-neutral basis, primarily due to reduced traffic in North America and lower ASP due to higher discounts.
Reported EBIT decreased 60% reflecting lower revenues and the following:
•
Gross margin contraction of approximately 470 basis points due to lower ASP, partially offset by lower product costs. Lower ASP primarily reflects higher discounts.
•
Selling and administrative expense decrease of 4% driven by lower operating overhead expense. Operating overhead expense decreased primarily due to lower other administrative costs.
FIRST NINE MONTHS OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS OF FISCAL 2024
•
Converse revenues decreased 16% on a currency-neutral basis driven by revenue declines in all territories. Unit sales decreased 10%, while ASP decreased 6%, reflecting higher discounts in direct to consumer.
•
Wholesale revenues decreased 17% on a currency-neutral basis, as declines in Western Europe and Asia were partially offset by growth in North America.
•
Direct to consumer revenues decreased 16% on a currency-neutral basis due to reduced traffic in all territories and lower ASP due to higher discounts.
Reported EBIT decreased 44% reflecting lower revenues and the following:
•
Gross margin contraction of approximately 280 basis points due to lower ASP, and higher logistics costs, partially offset by lower product costs. Lower ASP primarily reflects higher discounts.
•
Selling and administrative expense decrease of 3% driven by lower operating overhead expense, partially offset by higher demand creation expense. Operating overhead expense decreased primarily due to lower wage-related expenses and lower other administrative costs. Demand creation expense increased primarily due to higher brand marketing expense.
37
CORPORATE
| THREE MONTHS ENDED | NINE MONTHS ENDED | ||||||||||||||||||||||
|
(Dollars in millions)
|
FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | FEBRUARY 28, 2025 | FEBRUARY 29, 2024 | % CHANGE | |||||||||||||||||
| Revenues | $ | (26) | $ | (14) | — | $ | (74) | $ | (19) | — | |||||||||||||
| Earnings (Loss) Before Interest and Taxes | $ | (470) | $ | (874) | 46 | % | $ | (1,577) | $ | (2,060) | 23 | % | |||||||||||
Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through our central foreign exchange risk management program.
The Corporate loss before interest and taxes primarily consists of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to our corporate headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses.
In addition to the foreign currency gains and losses recognized within Corporate revenues, foreign currency results in Corporate include gains and losses resulting from the difference between actual foreign currency exchange rates and standard rates used to record non-functional currency denominated product purchases within the NIKE Brand geographic operating segments and Converse; related foreign currency hedge results; conversion gains and losses arising from remeasurement of monetary assets and liabilities in non-functional currencies; and certain other foreign currency derivative instruments.
THIRD QUARTER OF FISCAL 2025 COMPARED TO THIRD QUARTER OF FISCAL 2024
Corporate's loss before interest and taxes decreased $404 million for the third quarter of fiscal 2025, primarily due to the following:
•
a favorable change of $403 million, related to restructuring charges in the prior year, $340 million of which was reported as a component of consolidated Operating overhead expense and $63 million of which was reported as a component of consolidated gross margin;
•
a favorable change of $14 million related to the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments, reported as a component of consolidated Other (income) expense, net; and
•
an unfavorable change of $39 million related to the difference between actual foreign currency exchange rates and standard foreign currency exchange rates assigned to the NIKE Brand geographic operating segments and Converse, net of hedge gains and losses, reported as a component of consolidated gross margin.
FIRST NINE MONTHS
OF FISCAL 2025 COMPARED TO FIRST NINE MONTHS
OF FISCAL 2024
Corporate's loss before interest and taxes decreased $483 million for the first nine months of fiscal 2025, primarily due to the following:
•
a favorable change of $403 million, related to restructuring charges in the prior year, $340 million of which was reported as a component of consolidated Operating overhead expense and $63 million of which was reported as a component of consolidated gross margin;
•
a favorable change of $142 million primarily related to lower wage-related expenses and lower other administrative costs, reported as a component of consolidated Operating overhead expense;
•
an unfavorable change of $68 million related to the difference between actual foreign currency exchange rates and standard foreign currency exchange rates assigned to the NIKE Brand geographic operating segments and Converse, net of hedge gains and losses, reported as a component of consolidated gross margin; and
•
an unfavorable change of $18 million related to the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments, reported as a component of consolidated Other (income) expense, net.
38
FOREIGN CURRENCY EXPOSURES AND HEDGING PRACTICES
OVERVIEW
As a global company with significant operations outside the United States, in the normal course of business we are exposed to risk arising from changes in currency exchange rates. Our primary foreign currency exposures arise from the recording of transactions denominated in non-functional currencies and the translation of foreign currency denominated results of operations, financial position and cash flows into U.S. Dollars.
Our foreign exchange risk management program is intended to lessen both the positive and negative effects of currency fluctuations on our consolidated results of operations, financial position and cash flows. We manage global foreign exchange risk centrally on a portfolio basis to address those risks material to NIKE, Inc. 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. As of and for the three and nine months ended February 28, 2025, there have been no material changes to the Company's hedging program or strategy from what was disclosed within our Annual Report.
Refer to Note 3 — Fair Value Measurements and Note 8 — Risk Management and Derivatives in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for additional description of outstanding derivatives at each reported period end. For additional information about our Foreign Currency Exposures and Hedging Practices, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report.
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 — Product purchases denominated in currencies other than the functional currency of the transacting entity and factory input costs from the foreign currency adjustments program with certain factories.
•
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.
•
Non-Functional Currency Denominated Monetary Assets and Liabilities — Our global subsidiaries have various monetary assets and liabilities, primarily receivables and payables, including intercompany receivables and payables, denominated in currencies other than their functional currencies. These balance sheet items are subject to remeasurement which may create fluctuations in Other (income) expense, net within our Unaudited Condensed Consolidated Statements of Income.
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.
Certain currency forward contracts used to manage the foreign exchange exposure of non-functional currency denominated monetary assets and liabilities subject to remeasurement are not formally designated as hedging instruments. Accordingly, changes in fair value of these instruments are recognized within Other (income) expense, net within our Unaudited Condensed Consolidated Statements of Income and are intended to offset the foreign currency impact of the remeasurement of the related non-functional currency denominated asset or liability being hedged.
39
TRANSLATIONAL EXPOSURES
Many of our foreign subsidiaries operate in functional currencies other than the U.S. Dollar. Fluctuations in currency exchange rates create volatility in our reported results as we are required to translate the balance sheets, operational results and cash flows of these subsidiaries into U.S. Dollars for consolidated reporting. The translation of foreign subsidiaries' non-U.S. Dollar denominated balance sheets into U.S. Dollars for consolidated reporting results in a cumulative translation adjustment to Accumulated other comprehensive income (loss) within Shareholders' equity. The impact of foreign exchange rate fluctuations on the translation of our consolidated Revenues was a detriment of approximately $310 million and $342 million for the three and nine months ended February 28, 2025, respectively. The impact of foreign exchange rate fluctuations on the translation of our
Income before income taxes was a detriment of approximately $67 million and $70 million for the three and nine months ended February 28, 2025, 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 $53 million and $88 million on our Income before income taxes for the three and nine months ended February 28, 2025, respectively.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW ACTIVITY
Cash provided (used) by operations was an inflow of $3,235 million for the first nine months of fiscal 2025 compared to an inflow of $4,810 million for the first nine months of fiscal 2024. Net income, adjusted for non-cash items, generated $3,883 million of operating cash inflow for the first nine months of fiscal 2025, compared to $5,096 million for the first nine months of fiscal 2024. The net change in certain working capital components and other assets and liabilities resulted in a decrease to cash provided by operations
of $648 million for the first nine months of fiscal 2025 compared to a decrease of $286 million for the first nine months of fiscal 2024. This net change was primarily impacted by unfavorable changes to Inventories and favorable changes to Accounts receivables, net. This was due to lower sales in the current period as well as an increase in inventory units, partially offset by lower product costs and shifts in product mix.
Cash provided (used) by investing activities was an outflow of $289 million for the first nine months of fiscal 2025, compared to an inflow of $1,184 million for the first nine months of fiscal 2024, primarily driven by the net change in short-term investments (including sales, maturities and purchases). For the first nine months of fiscal 2025, the net change in short-term investments resulted in a cash inflow of $33 million compared to a cash inflow of $1,792 million for the first nine months of fiscal 2024, primarily reflecting higher maturities in the prior period.
Cash provided (used) by financing activities was an outflow of $4,176 million for the first nine months of fiscal 2025 compared to an outflow of $4,468 million for the first nine months of fiscal 2024. The decreased outflow was primarily due to lower share repurchases of $2,786 million in the first nine months of fiscal 2025 compared to $3,214 million in the first nine months of fiscal 2024, partially offset by higher dividend payments of $1,709 million in the first nine months of fiscal 2025 compared to $1,609 million in the first nine months of fiscal 2024.
During the first nine months of fiscal 2025, we repurchased a total of 34.4 million shares of NIKE's Class B Common Stock for $2,753 million (an average price of $80.02 per share) under the four-year, $18 billion share repurchase plan authorized by the Board of Directors in June 2022. As of February 28, 2025, we have repurchased 119.3 million shares at a cost of approximately $11.8 billion (an average price of $98.97 per share) under this $18 billion share repurchase 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 share repurchases will be dictated by our capital needs and stock market conditions.
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CAPITAL RESOURCES
On July 21, 2022, we filed a shelf registration statement (the "Shelf") with the U.S. Securities and Exchange Commission (the "SEC") which permits us to issue an unlimited amount of debt securities from time to time. The Shelf expires on July 21, 2025.
As of February 28, 2025, our committed credit facilities were unchanged from the information previously reported within our Annual Report. We currently have long-term debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively. Any changes to these ratings could result in interest rate and facility fee changes. As of February 28, 2025, we were in full compliance with the covenants under our facilities and believe it is unlikely we will fail to meet any of the covenants in the foreseeable future. As of February 28, 2025 and May 31, 2024, no amounts were outstanding under our committed credit facilities.
On March 7, 2025, subsequent to the end of the third quarter of fiscal 2025, we entered into a 364-day committed credit facility agreement with a syndicate of banks, which provides for up to $1 billion of borrowings, with an option to increase borrowings up to $1.5 billion in total with lender approval. The facility matures on March 6, 2026, with an option to extend the maturity date an additional 364 days. This facility replaces the prior $1 billion 364-day credit facility agreement entered into on March 8, 2024, which matured on March 7, 2025. Refer to
Note 4 – Short-term Borrowings and Credit Lines
for more information.
On March 7, 2025, we also entered into a five-year committed credit facility agreement with a syndicate of banks which provides for up to $2 billion of borrowings, with the option to increase borrowings up to $3 billion in total with lender approval. The facility matures on March 7, 2030, with options to extend the maturity date up to an additional two years. This facility replaces the prior $2 billion five-year credit facility agreement entered into on March 11, 2022, which would have matured on March 11, 2027. Refer to
Note 4 – Short-term Borrowings and Credit Lines
for more information.
Liquidity is also provided by our $3 billion commercial paper program. As of and for the three months ended February 28, 2025, we did not have any borrowings outstanding under our $3 billion program. We may issue commercial paper or other debt securities depending on general corporate needs. In March 2025, subsequent to the end of the third quarter of fiscal 2025, we repaid the $1.0 billion aggregate principal amount outstanding of our 2.40% notes due 2025 at maturity.
To date, in fiscal 2025, we have not experienced difficulty accessing the capital or credit markets; however, future volatility may increase costs associated with issuing commercial paper or other debt instruments or affect our ability to access those markets.
As of February 28, 2025, we had Cash and equivalents and Short-term investments totaling $10.4 billion, primarily consisting of commercial paper, corporate notes, deposits held at major banks, money market funds, U.S. Treasury obligations and other investment grade fixed-income securities. Our fixed-income investments are exposed to both credit and interest rate risk. All of our investments are investment grade to minimize our credit risk. While individual securities have varying durations, as of February 28, 2025, the weighted average days to maturity of our cash equivalents and short-term investments portfolio was 87 days.
We believe that existing Cash and 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
As a result of renewals of, and additions to, outstanding endorsement contracts, including associated marketing commitments, cash payments due under these contracts have increased from what was reported within our Annual Report.
Obligations under these endorsement contracts as of February 28, 2025, and significant contracts entered into through the date of this report, were $15.1 billion, with $1.4 billion payable within 12 months.
Other than the changes reported above, there have been no significant changes to the material cash requirements reported within our Annual Report.
OFF-BALANCE SHEET ARRANGEMENTS
As of February 28, 2025, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our current or future financial condition, results of operations, liquidity, capital expenditures or capital resources.
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NEW ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 — Summary of Significant Accounting Policies within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements for recently adopted and issued accounting standards.
CRITICAL ACCOUNTING ESTIMATES
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 accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
We believe the assumptions and judgments involved in the accounting estimates described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section within our Annual Report have the greatest potential impact on our financial statements, so we consider these to be our critical accounting estimates. Actual results could differ from these estimates. We are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.
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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 within our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.
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 SEC'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, 2025.
There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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 or financial results and the assumptions upon which those statements are based, made or incorporated by reference from time to time by NIKE or its representatives in this report, other reports, filings with the SEC, press releases, conferences or otherwise, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "will be," "will continue," "will likely result" or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: risks relating to our executive transition; risks relating to our multi-year enterprise initiative, risks related to any delays in the timing for implementing the initiative or potential disruptions to NIKE's business or operations as it executes on the initiative, and other factors that may cause NIKE to be unable to achieve the expected benefits of the initiative; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; NIKE's ability to successfully innovate and compete in various categories; new product development and innovation; demographic changes; changes in consumer preferences and channel mix; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting, and responding to changes in consumer preferences, consumer demand for NIKE products, changes in channel mix and the various market factors described above; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; general risks associated with doing business outside of the United States, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact of new and existing laws, regulations or policies, including, without limitation, those relating to tariffs, import/export, trade, taxes, wages, labor and immigration; international, national and local political, civil, economic and market conditions, including volatility in and uncertainty regarding inflation and interest rates; our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings; difficulties in implementing, operating and maintaining NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity and an inability to maintain NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; the impact of, including business and legal developments relating to, climate change, extreme weather conditions and natural disasters; litigation, regulatory proceedings, sanctions or any other claims asserted against NIKE; the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel or our corporate culture, values or purpose; the effects of NIKE's decision to invest in or divest of businesses or capabilities; health epidemics, pandemics and similar outbreaks; and other factors referenced or incorporated by reference in this report and other reports.
Investors should also be aware that while NIKE does, from time to time, communicate with securities analysts, it is against NIKE's policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that NIKE agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, NIKE has a policy against confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of NIKE.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to Note 12 — Commitments and Contingencies within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements, which is incorporated by reference herein.
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, 2024.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In June 2022, the Board of Directors approved a four-year, $18 billion share repurchase program. As of February 28, 2025, the Company had repurchased 119.3 million shares at an average price of $98.97 per share for a total approximate cost of $11.8 billion under the program.
All share repurchases were made under NIKE's publicly announced program, and there are no other programs under which the Company repurchases shares. The following table presents a summary of share repurchases made during the quarter ended February 28, 2025:
| PERIOD | TOTAL NUMBER OF SHARES PURCHASED |
AVERAGE PRICE
PAID PER SHARE |
APPROXIMATE DOLLAR
VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLAN OR PROGRAM (IN MILLIONS) |
||||||||||||||
| December 1 - December 31, 2024 | 3,791,385 | $ | 78.28 | $ | 6,394 | ||||||||||||
| January 1 - January 31, 2025 | 1,922,522 | $ | 73.57 | $ | 6,253 | ||||||||||||
| February 1 - February 28, 2025 | 804,402 | $ | 75.77 | $ | 6,192 | ||||||||||||
| 6,518,309 | $ | 76.58 | |||||||||||||||
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ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended February 28, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act)
adopted
or
terminated
a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:
On
January 23, 2025
,
Johanna Nielsen,
Vice President, Corporate Controller
,
adopted a Rule 10b5-1
trading arrangement for the sale of up to
2,084
shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is
August 29, 2025
.
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ITEM 6. EXHIBITS
|
|
Exhibits: | ||||
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | |||||
| 4.2 |
Sixth Amended and
Restated Bylaws (see Exhibit 3.2).
|
||||
| 10.1 | |||||
| 10.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1† | |||||
| 32.2† | |||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | ||||
| 104 | Cover Page Interactive Data File - formatted in Inline XBRL and included in Exhibit 101 | ||||
†
Furnished herewith
48
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
|
||||||||
| By: |
/s/ MATTHEW FRIEND
Matthew Friend
Chief Financial Officer and Authorized Officer
|
|||||||
| Date: | April 3, 2025 | |||||||
49
TABLE OF CONTENTS
Part I - Financial InformationprintItem 1. Financial StatementsprintNote 1 Summary Of Significant Accounting PoliciesprintNote 2 Accrued LiabilitiesprintNote 3 Fair Value MeasurementsprintNote 4 Short-term Borrowings and Credit LinesprintNote 5 Income TaxesprintNote 6 Stock-based CompensationprintNote 7 Earnings Per ShareprintNote 8 Risk Management and DerivativesprintNote 9 Accumulated Other Comprehensive Income (loss)printNote 10 RevenuesprintNote 11 Operating SegmentsprintNote 12 Commitments and ContingenciesprintNote 13 RestructuringprintNote 14 Supplier Finance ProgramsprintItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II - Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint