mirror of
https://github.com/NirDiamant/RAG_Techniques.git
synced 2025-04-07 00:48:52 +03:00
4324 lines
367 KiB
Plaintext
4324 lines
367 KiB
Plaintext
FORM 10-K FORM 10-KUNITED STATES
|
||
SECURITIES AND EXCHANGE COMMISSION
|
||
Washington, D.C.
|
||
Washington, D.C. 20549
|
||
FORM 10-K
|
||
(Mark One)
|
||
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
FOR THE FISCAL YEAR ENDED MAY 31, 2023
|
||
OR
|
||
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
FOR THE TRANSITION PERIOD FROM TO .
|
||
Commission File No. 1-10635
|
||
NIKE, Inc.
|
||
(Exact name of Registrant as specified in its charter)
|
||
Oregon 93-0584541
|
||
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
|
||
One Bowerman Drive, Beaverton, Oregon 97005-6453
|
||
(Address of principal executive offices and zip code)
|
||
(503) 671-6453
|
||
(Registrant's telephone number, including area code)
|
||
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
|
||
Class B Common Stock NKE New York Stock Exchange
|
||
(Title of each class) (Trading symbol) (Name of each exchange on which registered)
|
||
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
|
||
NONE
|
||
Indicate by check mark: YES NO
|
||
•if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ ¨
|
||
•if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ þ
|
||
•whether the registrant (1) has filed all reports required to be filed by S ection 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.þ ¨
|
||
•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).þ ¨
|
||
•whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
|
||
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
|
||
the Exchange Act.
|
||
Large accelerated filer þ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
|
||
•if an emerging growth company, if the registrant has elected not to use the extended transition period for
|
||
complying with any new or revised financial accounting standards provided pursuant to S ection 13(a) of the
|
||
Exchange Act.¨
|
||
•whether the registrant has filed a report on and attestation to its management's assessment of the ef fectiveness of
|
||
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
|
||
the registered public accounting firm that prepared or issued its audit report.þ
|
||
•if securities are registered pursuant to Section 12(b) of the Act, whether the financial statements of the registrant
|
||
included in the filing reflect the correction of an error to previously issued financial statements. ¨
|
||
•whether any of those error corrections are restatements that required a recovery analysis of incentive-based
|
||
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to
|
||
§ 240.10D-1(b). ¨
|
||
•whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ þ
|
||
As of November 30, 2022, the aggregate market values of the Registrant's Common Stock held by non-affiliates were:
|
||
Class A $ 7,831,564,572
|
||
Class B 136,467,702,472
|
||
$ 144,299,267,044 As of July 12, 2023, the number of shares of the Registrant's Common Stock outstanding were:
|
||
Class A 304,897,252
|
||
Class B 1,225,074,356
|
||
1,529,971,608
|
||
DOCUMENTS INCORPORATED BY REFERENCE:
|
||
Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September 12, 2023, are incorporated by reference into Part III
|
||
of this report.NIKE, INC.
|
||
ANNUAL REPORT ON FORM 10-K
|
||
TABLE OF CONTENTS
|
||
PAGE
|
||
PART I 1
|
||
ITEM 1. Business 1
|
||
General 1
|
||
Products 1
|
||
Sales and Marketing 2
|
||
Our Markets 2
|
||
Significant Customer 3
|
||
Product Research, Design and Development 3
|
||
Manufacturing 3
|
||
International Operations and Trade 4
|
||
Competition 5
|
||
Trademarks and Patents 5
|
||
Human Capital Resources 6
|
||
Available Information and Websites 7
|
||
Information about our Executive Officers 8
|
||
ITEM 1A. Risk Factors 9
|
||
ITEM 1B. Unresolved Staff Comments 24
|
||
ITEM 2. Properties 24
|
||
ITEM 3. Legal Proceedings 24
|
||
ITEM 4. Mine Safety Disclosures 24
|
||
PART II 25
|
||
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25
|
||
ITEM 6. Reserved 27
|
||
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 28
|
||
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 49
|
||
ITEM 8. Financial Statements and Supplementary Data 51
|
||
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 91
|
||
ITEM 9A. Controls and Procedures 91
|
||
ITEM 9B. Other Information 91
|
||
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 91
|
||
PART III 92
|
||
(Except for the information set forth under “Information about our Executive Officers” in Item 1 above, Part III is
|
||
incorporated by reference from the Proxy Statement for the NIKE, Inc. 2023 Annual Meeting of Shareholders.)
|
||
ITEM 10. Directors, Executive Officers and Corporate Governance 92
|
||
ITEM 11. Executive Compensation 92
|
||
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 92
|
||
ITEM 13. Certain Relationships and Related Transactions and Director Independence 92
|
||
ITEM 14. Principal Accountant Fees and Services 92
|
||
PART IV 93
|
||
ITEM 15. Exhibits and Financial Statement Schedules 93
|
||
ITEM 16. Form 10-K Summary 97
|
||
Signatures 99
|
||
PART I
|
||
ITEM 1. BUSINESS
|
||
GENERAL
|
||
NIKE, Inc. was incorporated in 1967 under the laws of the State of Oregon. As used in this Annual Report on Form 10-K (this
|
||
"Annual Report"), the terms "we," "us," "our," "NIKE" and the "Company" refer to NIKE, Inc. and its predecessors, subsidiaries
|
||
and affiliates, collectively, unless the context indicates otherwise.
|
||
Our principal business activity is the design, development and worldwide marketing and selling of athletic footwear , apparel,
|
||
equipment, accessories and services. NIKE is the largest seller of athletic footwear and apparel in the world. We sell our products
|
||
through 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"), to retail accounts and to a mix of independent distributors, licensees and sales
|
||
representatives in nearly all countries around the world. We also offer interactive consumer services and experiences through our
|
||
digital platforms. Nearly all of our products are manufactured by independent contractors. Nearly all footwear and apparel
|
||
products are manufactured outside the United States, while equipment products are manufactured both in the United States and
|
||
abroad.
|
||
All references to fiscal 2023, 2022, 2021 and 2020 are to NIKE, Inc.'s fiscal years ended May 31, 2023, 2022, 2021 and 2020,
|
||
respectively. Any references to other fiscal years refer to a fiscal year ending on May 31 of that year.
|
||
PRODUCTS
|
||
Our NIKE Brand product offerings are aligned around our consumer construct focused on Men's, Women's and Kids'. We also
|
||
design products specifically for the Jordan Brand and Converse. We believe this approach allows us to create products that
|
||
better meet individual consumer needs while accelerating our largest growth opportunities.
|
||
NIKE's athletic footwear products are designed primarily for specific athletic use, although a large percentage of the products are
|
||
worn for casual or leisure purposes. We place considerable emphasis on innovation and high-quality construction in the
|
||
development and manufacturing of our products. Our Men's, Women's and Jordan Brand footwear products currently lead in
|
||
footwear sales and we expect them to continue to do so.
|
||
We also sell sports apparel, which features the same trademarks and are sold predominantly through the same marketing and
|
||
distribution channels as athletic footwear. Our sports apparel, similar to our athletic footwear products, is designed primarily for
|
||
athletic use, although many of the products are worn for casual or leisure purposes, and demonstrates our commitment to
|
||
innovation and high-quality construction. Our Men's and Women's apparel products currently lead in apparel sales and we expect
|
||
them to continue to do so. We often market footwear, apparel and accessories in "collections" of similar use or by category. We
|
||
also market apparel with licensed college and professional team and league logos.
|
||
We sell a line of performance equipment and accessories under the NIKE Brand name, including bags, socks, sport balls,
|
||
eyewear, timepieces, digital devices, bats, gloves, protective equipment and other equipment designed for sports activities. We
|
||
also sell small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary , NIKE IHM, Inc.,
|
||
doing business as Air Manufacturing Innovation.
|
||
Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused
|
||
on basketball performance and culture using the Jumpman trademark. S ales and operating results for Jordan Brand products are
|
||
reported within the respective NIKE Brand geographic operating segments.
|
||
Our wholly-owned subsidiary brand, Converse, headquartered in Boston, Massachusetts, designs, distributes and licenses
|
||
casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell
|
||
trademarks. Operating results of the Converse brand are reported on a stand-alone basis.
|
||
In addition to the products we sell to our wholesale customers and directly to consumers through our NIK E Direct operations, we
|
||
have also entered into license agreements that permit unaffiliated parties to manufacture and sell, using NIKE-owned trademarks,
|
||
certain apparel, digital devices and applications and other equipment designed for sports activities.
|
||
2023 FORM 10-K 1 We also offer interactive consumer services and experiences as well as digital products through our digital platforms, including
|
||
fitness and activity apps; sport, fitness and wellness content; and digital services and features in retail stores that enhance the
|
||
consumer experience.
|
||
SALES AND MARKETING
|
||
We experience moderate fluctuations in aggregate sales volume during the year. Historically, revenues in the first and fourth
|
||
fiscal quarters have slightly exceeded those in the second and third fiscal quarters. However, the mix of product sales may vary
|
||
considerably as a result of changes in seasonal and geographic demand for particular types of footwear , apparel and equipment,
|
||
as well as other macroeconomic, strategic, operating and logistics-related factors.
|
||
Because NIKE is a consumer products company, the relative popularity and availability of various sports and fitness activities, as
|
||
well as changing design trends, affect the demand for our products. We must, therefore, respond to trends and shifts in consumer
|
||
preferences by adjusting the mix of existing product offerings, developing new products, styles and categories and influencing
|
||
sports and fitness preferences through extensive marketing. Failure to respond in a timely and adequate manner could have a
|
||
material adverse effect on our sales and profitability. This is a continuing risk. Refer to Item 1A. Risk Factors.
|
||
OUR MARKETS
|
||
We report our NIKE Brand operations based on our internal geographic organization. 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. Sales
|
||
through our NIKE Direct operations are managed within each geographic operating segment.
|
||
Converse is also a reportable operating segment and operates predominately in one industry: the design, marketing, licensing
|
||
and selling of casual sneakers, apparel and accessories. Converse direct to consumer operations, including digital commerce,
|
||
are reported within the Converse operating segment results.
|
||
UNITED STATES MARKET
|
||
For fiscal 2023, NIKE Brand and Converse sales in the United States accounted for approximately 43% of total revenues,
|
||
compared to 40% and 39% for fiscal 2022 and fiscal 2021, respectively. We sell our products to thousands of retail accounts in
|
||
the United States, including a mix of footwear stores, sporting goods stores, athletic specialty stores, department stores, skate,
|
||
tennis and golf shops and other retail accounts. In the United S tates, we utilize NIKE sales offices to solicit such sales. During
|
||
fiscal 2023, our three largest United States customers accounted for approximately 22% of sales in the United States.
|
||
Our NIKE Direct and Converse direct to consumer operations sell our products to consumers through various digital platforms. In
|
||
addition, our NIKE Direct and Converse direct to consumer operations sell products through the following number of retail stores
|
||
in the United States:
|
||
U.S. RETAIL STORES NUMBER
|
||
NIKE Brand factory stores 213
|
||
NIKE Brand in-line stores (including employee-only stores) 74
|
||
Converse stores (including factory stores) 82
|
||
TOTAL 369
|
||
In the United States, NIKE has eight significant distribution centers. Refer to Item 2. Properties for further information.
|
||
NIKE, INC. 2INTERNATIONAL MARKETS
|
||
For fiscal 2023, non-U.S. NIKE Brand and Converse sales accounted for approximately 57% of total revenues, compared to 60%
|
||
and 61% for fiscal 2022 and fiscal 2021, respectively. We sell our products to retail accounts through our own NIKE Direct
|
||
operations and through a mix of independent distributors, licensees and sales representatives around the world. W e sell to
|
||
thousands of retail accounts and ship products from 67 distribution centers outside of the United States. Refer to Item 2.
|
||
Properties for further information on distribution facilities outside of the United States. During fiscal 2023, NIKE's three largest
|
||
customers outside of the United States accounted for approximately 14% of total non-U.S. sales.
|
||
In addition to NIKE-owned and Converse-owned digital commerce platforms in over 40 countries, our NIKE Direct and Converse
|
||
direct to consumer businesses operate the following number of retail stores outside the United States:
|
||
NON-U.S. RETAIL STORES NUMBER
|
||
NIKE Brand factory stores 560
|
||
NIKE Brand in-line stores (including employee-only stores) 49
|
||
Converse stores (including factory stores) 54
|
||
TOTAL 663
|
||
SIGNIFICANT CUSTOMER
|
||
No customer accounted for 10% or more of our consolidated net Revenues during fiscal 2023.
|
||
PRODUCT RESEARCH, DESIGN AND DEVELOPMENT
|
||
We believe our research, design and development efforts are key factors in our success. Technical innovation in the design and
|
||
manufacturing process of footwear, apparel and athletic equipment receives continued emphasis as we strive to produce
|
||
products that help to enhance athletic performance, reduce injury and maximize comfort, while decreasing our environmental
|
||
impact.
|
||
In addition to our own staff of specialists in the areas of biomechanics, chemistry, exercise physiology, engineering, digital
|
||
technologies, industrial design, sustainability and related fields, we also utilize research committees and advisory boards made
|
||
up of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists, physicians and other experts who consult with
|
||
us and review certain designs, materials and concepts for product and manufacturing, design and other process improvements
|
||
and compliance with product safety regulations around the world. E mployee athletes, athletes engaged under sports marketing
|
||
contracts and other athletes wear-test and evaluate products during the design and development process.
|
||
As we continue to develop new technologies, we are simultaneously focused on the design of innovative products and
|
||
experiences incorporating such technologies throughout our product categories and consumer applications. Using market
|
||
intelligence and research, our various design teams identify opportunities to leverage new technologies in existing categories to
|
||
respond to consumer preferences. The proliferation of Nike Air, Zoom, Free, Dri-FIT, Flyknit, FlyEase, ZoomX, Air Max, React and
|
||
Forward technologies, among others, typifies our dedication to designing innovative products.
|
||
MANUFACTURING
|
||
Nearly all of our footwear and apparel products are manufactured outside the United S tates by independent manufacturers
|
||
("contract manufacturers"), many of which operate multiple factories. We are also supplied, primarily indirectly, by a number of
|
||
materials, or "Tier 2" suppliers, who provide the principal materials used in footwear and apparel finished goods products. As of
|
||
May 31, 2023, we had 146 strategic Tier 2 suppliers.
|
||
As of May 31, 2023, our contract manufacturers operated 123 finished goods footwear factories located in 11 countries. For fiscal
|
||
2023, NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers, many of which operate multiple
|
||
factories. The largest single finished goods footwear factory accounted for approximately 9% of total fiscal 2023 NIKE Brand
|
||
footwear production. For fiscal 2023, factories in Vietnam, Indonesia and China manufactured approximately 50%, 27% and 18%
|
||
of total NIKE Brand footwear, respectively. For fiscal 2023, four footwear contract manufacturers each accounted for greater than
|
||
10% of footwear production and in the aggregate accounted for approximately 58% of NIKE Brand footwear production.
|
||
As of May 31, 2023, our contract manufacturers operated 291 finished goods apparel factories located in 31 countries. For fiscal
|
||
2023, NIKE Brand apparel finished goods were manufactured by 55 contract manufacturers, many of which operate multiple
|
||
factories. The largest single finished goods apparel factory accounted for approximately 8% of total fiscal 2023 NIKE Brand
|
||
apparel production. For fiscal 2023, factories in Vietnam, China and Cambodia manufactured approximately 29%, 18% and 16%
|
||
2023 FORM 10-K 3 of total NIKE Brand apparel, respectively. For fiscal 2023, one apparel contract manufacturer accounted for more than 10% of
|
||
apparel production, and the top five contract manufacturers in the aggregate accounted for approximately 52% of NIKE Brand
|
||
apparel production.
|
||
NIKE's contract manufacturers buy raw materials for the manufacturing of our footwear, apparel and equipment products. Most
|
||
raw materials are available and purchased by those contract manufacturers in the countries where manufacturing takes place.
|
||
The principal materials used in our footwear products are natural and synthetic rubber , plastic compounds, foam cushioning
|
||
materials, natural and synthetic leather, nylon, polyester and natural fiber textiles, as well as polyurethane films used to make
|
||
NIKE Air-Sole cushioning components. During fiscal 2023, Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities
|
||
near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St. Charles, Missouri, as well as contract manufacturers in China
|
||
and Vietnam, were our suppliers of NIKE Air-Sole cushioning components used in footwear.
|
||
The principal materials used in our apparel products are natural and synthetic fabrics, yarns and threads (both virgin and
|
||
recycled); specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and repel rain
|
||
and/or snow; and plastic and metal hardware.
|
||
In fiscal 2023, we experienced ongoing supply chain volatility during the first part of the year, which improved gradually during the
|
||
course of the year. We also experienced higher supply chain network costs primarily due to inflationary pressures during the year.
|
||
Despite competition for certain materials during fiscal 2023, contract manufacturers were able to source sufficient quantities of
|
||
raw materials for use in our footwear and apparel products. Refer to Item 1A . Risk Factors, for additional discussion of the impact
|
||
of sourcing risks on our business.
|
||
Since 1972, Sojitz Corporation of America ("Sojitz America"), a large Japanese trading company and the sole owner of our
|
||
redeemable preferred stock, has performed import-export financing services for us.
|
||
INTERNATIONAL OPERATIONS AND TRADE
|
||
Our international operations and sources of supply are subject to the usual risks of doing business abroad, such as the
|
||
implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping
|
||
measures, quotas, safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world,
|
||
political tensions, instability, conflicts, nationalism and terrorism, and resulting sanctions and other measures imposed in
|
||
response to such issues. We have not, to date, been materially affected by any such risk but cannot predict the likelihood of such
|
||
material effects occurring in the future.
|
||
In recent years, uncertain global and regional economic and political conditions have af fected international trade and increased
|
||
protectionist actions around the world. These trends are affecting many global manufacturing and service sectors, and the
|
||
footwear and apparel industries, as a whole, are not immune. Companies in our industry are facing trade protectionism in many
|
||
different regions, and, in nearly all cases, we are working together with industry groups to address trade issues and reduce the
|
||
impact to the industry, while observing applicable competition laws. Notwithstanding our efforts, protectionist measures have
|
||
resulted in increases in the cost of our products, and additional measures, if implemented, could adversely af fect sales and/or
|
||
profitability for NIKE, as well as the imported footwear and apparel industry as a whole.
|
||
We monitor protectionist trends and developments throughout the world that may materially impact our industry, and we engage
|
||
in administrative and judicial processes to mitigate trade restrictions. W e are actively monitoring actions that may result in
|
||
additional anti-dumping measures and could affect our industry. We are also monitoring for and advocating against other
|
||
impediments that may limit or delay customs clearance for imports of footwear , apparel and equipment. NIKE also advocates for
|
||
trade liberalization for footwear and apparel in a number of bilateral and multilateral free trade agreements. Changes in, and
|
||
responses to, U.S. trade policies, including the imposition of tariffs or penalties on imported goods or retaliatory measures by
|
||
other countries, have negatively affected, and could in the future negatively affect, U.S. corporations, including NIKE, with
|
||
business operations and/or consumer markets in those countries, which could also make it necessary for us to change the way
|
||
we conduct business, either of which may have an adverse effect on our business, financial condition or our results of operations.
|
||
In addition, with respect to proposed trade restrictions, we work with a broad coalition of global businesses and trade
|
||
associations representing a wide variety of sectors to help ensure that any legislation enacted and implemented (i) addresses
|
||
legitimate and core concerns, (ii) is consistent with international trade rules and (iii) reflects and considers domestic economies
|
||
and the important role they may play in the global economic community .
|
||
Where trade protection measures are implemented, we believe we have the ability to develop, over a period of time, adequate
|
||
alternative sources of supply for the products obtained from our present suppliers. If events prevented us from acquiring products
|
||
from our suppliers in a particular country, our operations could be temporarily disrupted and we could experience an adverse
|
||
financial impact. However, we believe we could abate any such disruption, and that much of the adverse impact on supply would,
|
||
therefore, be of a short-term nature, although alternate sources of supply might not be as cost-ef fective and could have an
|
||
ongoing adverse impact on profitability.
|
||
NIKE, INC. 4Our international operations are also subject to compliance with the U.S . Foreign Corrupt Practices Act (the "FCPA"), and other
|
||
anti-bribery laws applicable to our operations. We source a significant portion of our products from, and have important consumer
|
||
markets, outside of the United States. We have an ethics and compliance program to address compliance with the FCPA and
|
||
similar laws by us, our employees, agents, suppliers and other partners. Refer to Item 1A. Risk Factors for additional information
|
||
on risks relating to our international operations.
|
||
COMPETITION
|
||
The athletic footwear, apparel and equipment industry is highly competitive on a worldwide basis. We compete internationally with
|
||
a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment
|
||
companies and large companies having diversified lines of athletic and leisure footwear , apparel and equipment, including
|
||
adidas, Anta, ASICS, Li Ning, lululemon athletica, New Balance, Puma, Under Armour and V.F. Corporation, among others. The
|
||
intense competition and the rapid changes in technology and consumer preferences in the markets for athletic and leisure
|
||
footwear and apparel and athletic equipment constitute significant risk factors in our operations. Refer to Item 1A . Risk Factors
|
||
for additional information.
|
||
NIKE is the largest seller of athletic footwear and apparel in the world. Important aspects of competition in this industry are:
|
||
•Product attributes such as quality; performance and reliability; new product style, design, innovation and development; as
|
||
well as consumer price/value.
|
||
•Consumer connection, engagement and affinity for brands and products, developed through marketing, promotion and
|
||
digital experiences; social media interaction; customer support and service; identification with prominent and influential
|
||
athletes, influencers, public figures, coaches, teams, colleges and sports leagues who endorse our brands and use our
|
||
products and active engagement through sponsored sporting events and clinics.
|
||
•Effective sourcing and distribution of products, with attractive merchandising and presentation at retail, both in-store and on
|
||
digital platforms.
|
||
We believe that we are competitive in all of these areas.
|
||
TRADEMARKS AND PATENTS
|
||
We believe that our intellectual property rights are important to our brand, our success and our competitive position. We
|
||
strategically pursue available protections of these rights and vigorously protect them against third-party theft and infringement.
|
||
We use trademarks on nearly all of our products and packaging, and in our marketing materials, and believe having distinctive
|
||
marks that are readily identifiable is an important factor in creating a market for our goods, in identifying our brands and the
|
||
Company, and in distinguishing our goods from the goods of others. We consider our NIKE and Swoosh Design trademarks to be
|
||
among our most valuable assets and we have registered these trademarks in over 190 jurisdictions worldwide. In addition, we
|
||
own many other trademarks that we use in marketing our products. W e own common law rights in the trade dress of several
|
||
distinctive shoe designs and elements. For certain trade dress, we have sought and obtained trademark registrations.
|
||
We have copyright protection in our designs, graphics, software applications, digital goods and other original works. When
|
||
appropriate, we also obtain registered copyrights.
|
||
We file for, own and maintain many U.S. and foreign utility and design patents protecting components, technologies, materials,
|
||
manufacturing techniques, features, functionality, and industrial designs used in and for the manufacture of various athletic,
|
||
performance, and leisure footwear and apparel, including physical and digital versions thereof, athletic equipment, and digital
|
||
devices, and related software applications. These patents expire at various times.
|
||
We believe our success depends upon our capabilities in areas such as design, research and development, production and
|
||
marketing and is supported and protected by our intellectual property rights, such as trademarks, utility and design patents,
|
||
copyrights, and trade secrets, among others.
|
||
We have followed a policy of applying for and registering intellectual property rights in the United States and select foreign
|
||
countries on trademarks, inventions, innovations and designs that we deem valuable. W e also continue to vigorously protect our
|
||
intellectual property, including trademarks, patents and trade secrets against third-party infringement and misappropriation.
|
||
2023 FORM 10-K 5 HUMAN CAPITAL RESOURCES
|
||
At NIKE, we consider the strength and effective management of our workforce to be essential to the ongoing success of our
|
||
business. We believe that it is important to attract, develop and retain a diverse and engaged workforce at all levels of our
|
||
business and that such a workforce fosters creativity and accelerates innovation. W e are focused on building an increasingly
|
||
diverse talent pipeline that reflects our consumers, athletes and the communities we serve.
|
||
CULTURE
|
||
Each employee shapes NIKE's culture through behaviors and practices. This starts with our Maxims, which represent our core
|
||
values and, along with our Code of Conduct, feature the fundamental behaviors that help anchor , inform and guide us and apply
|
||
to all employees. Our mission is to bring inspiration and innovation to every athlete in the world, which includes the belief that if
|
||
you have a body, you are an athlete. We aim to do this by creating groundbreaking sport innovations, making our products more
|
||
sustainably, building a creative and diverse global team, supporting the well-being of our employees and making a positive impact
|
||
in communities where we live and work. Our mission is aligned with our deep commitment to maintaining an environment where
|
||
all NIKE employees have the opportunity to reach their full potential, to connect to our brands and to shape our workplace
|
||
culture. We believe providing for growth and retention of our employees is essential in fostering such a culture and are dedicated
|
||
to giving access to training programs and career development opportunities, including trainings on NIK E's values, history and
|
||
business, trainings on developing leadership skills at all levels, tools and resources for managers and qualified tuition
|
||
reimbursement opportunities.
|
||
As part of our commitment to empowering our employees to help shape our culture, we source employee feedback through our
|
||
Engagement Survey program, including several corporate pulse surveys. The program provides every employee throughout the
|
||
globe an opportunity to provide confidential feedback on key areas known to drive employee engagement, including their
|
||
satisfaction with their managers, their work and the Company generally . The program also measures our employees’ emotional
|
||
commitment to NIKE as well as NIKE's culture of diversity, equity and inclusion. NIKE also provides multiple points of contact for
|
||
employees to speak up if they experience something that does not align with our values or otherwise violates our workplace
|
||
policies, even if they are uncertain what they observed or heard is a violation of company policy .
|
||
As part of our commitment to make a positive impact on our communities, we maintain a goal of investing 2% of our prior fiscal
|
||
year's pre-tax income into global communities. The focus of this investment continues to be inspiring kids to be active through
|
||
play and sport as well as uniting and inspiring communities to create a better and more equitable future for all. Our community
|
||
investments are an important part of our culture in that we also support employees in giving back to community organizations
|
||
through donations and volunteering, which are matched by the NIK E Foundation where eligible.
|
||
EMPLOYEE BASE
|
||
As of May 31, 2023, we had approximately 83,700 employees worldwide, including retail and part-time employees. We also
|
||
utilize independent contractors and temporary personnel to supplement our workforce.
|
||
None of our employees are represented by a union, except certain employees in the E MEA and APLA geographies are members
|
||
of and/or represented by trade unions, as allowed or required by local law and/or collective bargaining agreements. Also, in some
|
||
countries outside of the United States, local laws require employee representation by works councils (which may be entitled to
|
||
information and consultation on certain subsidiary decisions) or by organizations similar to a union. In certain E uropean countries,
|
||
we are required by local law to enter into, and/or comply with, industry-wide or national collective bargaining agreements. NIK E
|
||
has never experienced a material interruption of operations due to labor disagreements.
|
||
DIVERSITY, EQUITY AND INCLUSION
|
||
Diversity, equity and inclusion ("DE&I") is a strategic priority for NIKE and we are committed to having an increasingly diverse
|
||
team and culture. We aim to foster an inclusive and accessible workplace through recruitment, development and retention of
|
||
diverse talent with the goal of expanding representation across all dimensions of diversity over the long term. W e remain
|
||
committed to the targets announced in fiscal 2021 for the Company to work toward by fiscal 2025, including increasing
|
||
representation of women in our global corporate workforce and leadership positions, as well as increasing representation of U.S .
|
||
racial and ethnic minorities in our U.S. corporate workforce and at the Director level and above.
|
||
We continue to enhance our efforts to recruit diverse talent through our traditional channels and through initiatives, such as
|
||
partnerships with athletes and sports-related organizations to create apprenticeship programs and new partnerships with
|
||
organizations, colleges and universities that serve diverse populations. Additionally, we are prioritizing DE&I education so that all
|
||
NIKE employees and leaders have the cultural awareness and understanding to lead inclusively and build diverse and inclusive
|
||
teams. We also have Employee Networks, collectively known as NikeUNITED, representing various employee groups.
|
||
NIKE, INC. 6Our DE&I focus extends beyond our workforce and includes our communities, which we support in a number of ways. We have
|
||
committed to investments that aim to address racial inequality and improve diversity and representation in our communities. W e
|
||
also are leveraging our global scale to accelerate business diversity , including investing in business training programs for women
|
||
and increasing the proportion of services supplied by minority-owned businesses.
|
||
COMPENSATION AND BENEFITS
|
||
NIKE's total rewards are intended to be competitive and equitable, meet the diverse needs of our global teammates and reinforce
|
||
our values. We are committed to providing comprehensive, competitive and equitable pay and benefits to our employees, and we
|
||
have invested, and aim to continue to invest, in our employees through growth and development and holistic well-being
|
||
initiatives. Our initiatives in this area include:
|
||
•We are committed to competitive pay and to reviewing our pay and promotion practices annually.
|
||
•We have an annual company bonus plan and a retail-focused bonus plan applicable to all eligible employees. Both programs
|
||
are focused on rewarding employees for company performance, which we believe reinforces our culture and rewards
|
||
behaviors that support collaboration and teamwork.
|
||
•We provide comprehensive family care benefits in the U.S. and globally where practicable, including family planning
|
||
coverage, backup care and child/elder care assistance as well as an income-based childcare subsidy for eligible employees.
|
||
•Our Military Leave benefit provides up to 12 weeks of paid time of f every 12 months.
|
||
•We offer free access to our Sport Centers at our world headquarters for our full-time employees and North America store
|
||
employees.
|
||
•We provide employees free access to mindfulness and meditation resources, as well as live classes through our Sport
|
||
Centers.
|
||
•We provide all employees and their families globally with free and confidential visits with a mental health counselor through a
|
||
third-party provider and our global Employee Assistance Program (EAP).
|
||
•We provide support to our employees in a variety of ways during times of crisis, including pay continuity under certain
|
||
circumstances, our natural disaster assistance program, and ongoing support for challenges related to the COVID-19
|
||
pandemic.
|
||
•We provide a hybrid work approach for the majority of employees, as well as a Four Week Flex, which provides employees
|
||
an opportunity to work from a location of their choice for up to four weeks per year.
|
||
•We offer a Well-Being Week where we close our corporate offices for a full-week in the summer and Well-Being Days for our
|
||
teammates in our retail stores and distribution centers, and encourage our teammates to focus on their well-being.
|
||
•We provide inclusive family planning benefits and transgender healthcare coverage for eligible employees covered on the
|
||
U.S. Health Plan, including access to both restorative services and personal care.
|
||
•We provide all U.S. employees with unlimited free financial coaching through a third-party provider.
|
||
Additional information related to our human capital strategy can be found in our FY22 NIKE, Inc. Impact Report, which is
|
||
available on the Impact section of about.nike.com. Information contained on or accessible through our websites is not
|
||
incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any
|
||
references to our websites are intended to be inactive textual references only .
|
||
AVAILABLE INFORMATION AND WEBSITES
|
||
Our NIKE digital commerce website is located at www.nike.com. On our NIKE corporate website, located at investors.nike.com,
|
||
we post the following filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the United
|
||
States Securities and Exchange Commission (the "SEC"): our annual report on Form 10-K, our quarterly reports on Form 10-Q,
|
||
our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
|
||
Securities and Exchange Act of 1934, as amended. Our proxy statements are also posted on our corporate website. All such
|
||
filings on our corporate website are available free of charge. Copies of these filings are also available on the S EC's website at
|
||
www.sec.gov. Also available on our corporate website are the charters of the committees of our Board of Directors, as well as our
|
||
corporate governance guidelines and code of ethics. Copies of any of these documents will be provided in print to any
|
||
shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453.
|
||
Information contained on or accessible through our website is not incorporated into, and does not form a part of, this Annual
|
||
Report or any other report or document we file with the SEC, and any references to our website are intended to be inactive
|
||
textual references only.
|
||
2023 FORM 10-K 7 INFORMATION ABOUT OUR EXECUTIVE OFFICERS
|
||
The executive officers of NIKE, Inc. as of July 20, 2023, are as follows:
|
||
Mark G. Parker , Executive Chairman — Mr. Parker, 67, is Executive Chairman of the Board of Directors
|
||
and served as President and Chief Executive Officer from 2006 - January 2020. He has been employed
|
||
by NIKE since 1979 with primary responsibilities in product research, design and development,
|
||
marketing and brand management. Mr. Parker was appointed divisional Vice President in charge of
|
||
product development in 1987, corporate Vice President in 1989, General Manager in 1993, Vice
|
||
President of Global Footwear in 1998 and President of the NIKE Brand in 2001.
|
||
John J. Donahoe II , President and Chief Executive Officer — Mr. Donahoe, 63, was appointed
|
||
President and Chief Executive Officer in January 2020 and has been a director since 2014. He brings
|
||
expertise in digital commerce, technology and global strategy. He previously served as President and
|
||
Chief Executive Officer at ServiceNow, Inc. Prior to joining ServiceNow, Inc., he served as President and
|
||
Chief Executive Officer of eBay, Inc. He also held leadership roles at Bain & Company for two decades.
|
||
Matthew Friend , Executive Vice President and Chief Financial Officer — Mr. Friend, 45, joined NIKE in
|
||
2009 and leads the Company's finance, demand & supply management, procurement and global places
|
||
& services organizations. He joined NIKE as Senior Director of Corporate Strategy and Development,
|
||
and was appointed Chief Financial Officer of Emerging Markets in 2011. In 2014, Mr. Friend was
|
||
appointed Chief Financial Officer of Global Categories, Product and Functions, and was subsequently
|
||
appointed Chief Financial Officer of the NIKE Brand in 2016. He was also appointed Vice President of
|
||
Investor Relations in 2019. Mr. Friend was appointed as Executive Vice President and Chief Financial
|
||
Officer of NIKE, Inc. in April 2020. Prior to joining NIKE, he worked in the financial industry including
|
||
roles as VP of investment banking and mergers and acquisitions at Goldman Sachs and Morgan
|
||
Stanley.
|
||
Monique S. Matheson , Executive Vice President, Chief Human Resources Officer — Ms. Matheson,
|
||
56, joined NIKE in 1998, with primary responsibilities in the human resources function. She was
|
||
appointed as Vice President and Senior Business Partner in 2011 and Vice President, Chief Talent and
|
||
Diversity Officer in 2012. Ms. Matheson was appointed Executive Vice President, Global Human
|
||
Resources in 2017.
|
||
Ann M. Miller , Executive Vice President, Chief Legal Officer — Ms. Miller, 49, joined NIKE in 2007 and
|
||
serves as EVP, Chief Legal Officer for NIKE, Inc. In her capacity as Chief Legal Officer, she oversees all
|
||
legal, compliance, government & public affairs, social community impact, security, resilience and
|
||
investigation matters of the Company. For the past six years, she served as Vice President, Corporate
|
||
Secretary and Chief Ethics & Compliance Officer. She previously served as Converse's General
|
||
Counsel, and brings more than 20 years of legal and business expertise to her role. P rior to joining
|
||
NIKE, Ms. Miller worked at the law firm Sullivan & Cromwell.
|
||
Heidi O'Neill , President, Consumer, Brand & Product — Ms. O'Neill, 58, joined NIKE in 1998 and leads
|
||
the integration of global Men's, Women's & Kids' consumer teams, the entire global product engine and
|
||
global brand marketing and sports marketing to build deep storytelling, relationships and engagement
|
||
with the brand. Since joining NIKE, she has held a variety of key roles, including leading NIKE's
|
||
marketplace and four geographic operating regions, leading NIKE Direct and accelerating NIKE's retail
|
||
and digital-commerce business and creating and leading NIKE's Women’s business. Prior to NIKE, Ms.
|
||
O'Neill held roles at Levi Strauss & Company and Foote, Cone & Belding.
|
||
Craig Williams , President, Geographies & Marketplace — Mr. Williams, 54, joined NIKE in 2019 and
|
||
leads NIKE's four geographies and marketplace across the NIKE Direct and wholesale business. In
|
||
addition, he leads the Supply Chain and Logistics organization. Mr. Williams joined NIKE as President of
|
||
Jordan Brand overseeing a team of designers, product developers, marketers and business leaders.
|
||
Prior to NIKE, he was Senior Vice President, The Coca-Cola Co., and President of The McDonald's
|
||
Division (TMD) Worldwide. Mr. Williams has also held roles at CIBA Vision and Kraft Foods Inc., and
|
||
served five years in the U.S. Navy as a Naval Nuclear Power Officer.
|
||
NIKE, INC. 8ITEM 1A. RISK FACTORS
|
||
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 NIK E or its representatives in this Annual 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: international, national and local political, civil, economic and market conditions, including high, and
|
||
increases in, inflation and interest rates; the size and growth of the overall athletic or leisure footwear, apparel and equipment
|
||
markets; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear , apparel and
|
||
equipment for consumers and endorsers; demographic changes; changes in consumer preferences; popularity of particular
|
||
designs, categories of products and sports; seasonal and geographic demand for NIK E products; difficulties in anticipating or
|
||
forecasting changes in consumer preferences, consumer demand for NIK E products and the various market factors described
|
||
above; 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 dif ficulty 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; new product development and
|
||
introduction; 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 NIK E'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 NIK E's debt ratings; changes in business strategy or development
|
||
plans; general risks associated with doing business outside of the United S tates, including, without limitation, exchange rate
|
||
fluctuations, import duties, tariffs, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact
|
||
of new and existing laws, regulations or policy, including, without limitation, tariffs, import/export, trade, wage and hour or labor
|
||
and immigration regulations or policies; changes in government regulations; 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 ef fects of NIKE's decision to invest in or
|
||
divest of businesses or capabilities; health epidemics, pandemics and similar outbreaks, including the COV ID-19 pandemic; and
|
||
other factors referenced or incorporated by reference in this Annual 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.
|
||
Risk Factors
|
||
The risks included here are not exhaustive. Other sections of this Annual Report may include additional factors which could
|
||
adversely affect NIKE's business and financial performance. Moreover, NIKE operates in a very competitive and rapidly changing
|
||
environment. New risks emerge from time to time and it is not possible for management to predict all such risks, nor can it assess
|
||
the impact of all such risks on NIKE's business or the extent to which any risk, or combination of risks, may cause actual results
|
||
to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should
|
||
not place undue reliance on forward-looking statements as a prediction of actual results.
|
||
2023 FORM 10-K 9 Economic and Industry Risks
|
||
Global economic conditions could have a material adverse effect on our business, operating results and financial
|
||
condition.
|
||
The uncertain state of the global economy, including high and rising levels of inflation and interest rates and the risk of a
|
||
recession, continues to impact businesses around the world. If global economic and financial market conditions deteriorate, the
|
||
following factors, among others, could have a material adverse ef fect on our business, operating results and financial condition:
|
||
•Our sales are impacted by discretionary spending by consumers. Declines in consumer spending have in the past resulted
|
||
in and may in the future result in reduced demand for our products, increased inventories, reduced orders from retailers for
|
||
our products, order cancellations, lower revenues, higher discounts and lower gross margins.
|
||
•In the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find
|
||
it desirable to do so.
|
||
•We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates
|
||
relative to the U.S. Dollar. Continued volatility in the markets and exchange rates for foreign currencies and contracts in
|
||
foreign currencies has had and could continue to have a significant impact on our reported operating results and financial
|
||
condition.
|
||
•Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply
|
||
chain (such as cotton or petroleum derivatives) has had and could in the future have a material adverse effect on our costs,
|
||
gross margins and profitability. In addition, supply chain issues caused by factors including the COVID-19 pandemic and
|
||
geopolitical conflicts have impacted and may continue to impact the availability , pricing and timing for obtaining commodities
|
||
and raw materials.
|
||
•If retailers of our products experience declining revenues or experience dif ficulty obtaining financing in the capital and credit
|
||
markets to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer
|
||
payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with
|
||
collection efforts and increased bad debt expense.
|
||
•In the past, certain retailers of our products have experienced severe financial difficulty, become insolvent and ceased
|
||
business operations, and this could occur in the future, which could negatively impact the sale of our products to consumers.
|
||
•If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing in
|
||
the capital and credit markets to purchase raw materials or to finance capital equipment and other general working capital
|
||
needs, it may result in delays or non-delivery of shipments of our products.
|
||
Our products, services and experiences face intense competition.
|
||
NIKE is a consumer products company and the relative popularity of various sports and fitness activities and changing design
|
||
trends affect the demand for our products, services and experiences. The athletic footwear, apparel and equipment industry is
|
||
highly competitive both in the United States and worldwide. We compete internationally with a significant number of athletic and
|
||
leisure footwear companies, athletic and leisure apparel companies, sports equipment companies, private labels and large
|
||
companies that have diversified lines of athletic and leisure footwear , apparel and equipment. We also compete with other
|
||
companies for the production capacity of contract manufacturers that produce our products. In addition, we and our contract
|
||
manufacturers compete with other companies and industries for raw materials used in our products. Our NIK E Direct operations,
|
||
both through our digital commerce operations and retail stores, also compete with multi-brand retailers, which sell our products
|
||
through their digital platforms and physical stores, and with digital commerce platforms. In addition, we compete with respect to
|
||
the digital services and experiences we are able to offer our consumers, including fitness and activity apps; sport, fitness and
|
||
wellness content and services; and digital services and features in retail stores that enhance the consumer experience.
|
||
Product offerings, technologies, marketing expenditures (including expenditures for advertising and endorsements), pricing, costs
|
||
of production, customer service, digital commerce platforms, digital services and experiences and social media presence are
|
||
areas of intense competition. These, in addition to ongoing rapid changes in technology, a reduction in barriers to the creation of
|
||
new footwear and apparel companies and consumer preferences in the markets for athletic and leisure footwear , apparel, and
|
||
equipment, services and experiences, constitute significant risk factors in our operations. In addition, the competitive nature of
|
||
retail, including shifts in the ways in which consumers shop, and the continued proliferation of digital commerce, constitutes a risk
|
||
factor implicating our NIKE Direct and wholesale operations. If we do not adequately and timely anticipate and respond to our
|
||
competitors, our costs may increase, demand for our products may decline, possibly significantly , or we may need to reduce
|
||
wholesale or suggested retail prices for our products.
|
||
NIKE, INC. 10Economic factors beyond our control, and changes in the global economic environment, including fluctuations in
|
||
inflation and currency exchange rates, could result in lower revenues, higher costs and decreased margins and
|
||
earnings.
|
||
A majority of our products are manufactured and sold outside of the United States, and we conduct purchase and sale
|
||
transactions in various currencies, which creates exposure to the volatility of global economic conditions, including fluctuations in
|
||
inflation and foreign currency exchange rates. Central banks may deploy various strategies to combat inflation, including
|
||
increasing interest rates, which may impact our borrowing costs. Additionally, there has been, and may continue to be, volatility in
|
||
currency exchange rates that impact the U.S. Dollar value relative to other international currencies. Our international revenues
|
||
and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses are
|
||
affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into U.S. Dollars for
|
||
consolidated financial reporting, as weakening of foreign currencies relative to the U.S . Dollar adversely affects the U.S. Dollar
|
||
value of the Company's foreign currency-denominated sales and earnings. Currency exchange rate fluctuations could also
|
||
disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials
|
||
more expensive and more difficult to finance. Foreign currency fluctuations have adversely affected and could continue to have
|
||
an adverse effect on our results of operations and financial condition.
|
||
We hedge certain foreign currency exposures to lessen and delay, but not to completely eliminate, the effects of foreign currency
|
||
fluctuations on our financial results. Since the hedging activities are designed to lessen volatility, they not only reduce the
|
||
negative impact of a stronger U.S. Dollar or other trading currency, but they also reduce the positive impact of a weaker U.S.
|
||
Dollar or other trading currency. Our future financial results have in the past been and could in the future be significantly affected
|
||
by the value of the U.S. Dollar in relation to the foreign currencies in which we conduct business. The degree to which our
|
||
financial results are affected for any given time period will depend in part upon our hedging activities.
|
||
We may be adversely affected by the financial health of our wholesale customers.
|
||
We extend credit to our customers based on an assessment of a customer's financial condition, generally without requiring
|
||
collateral. To assist in the scheduling of production and the shipping of our products, we offer certain customers the opportunity to
|
||
place orders five to six months ahead of delivery under our futures ordering program. These advance orders may be canceled
|
||
under certain conditions, and the risk of cancellation increases when dealing with financially unstable retailers or retailers
|
||
struggling with economic uncertainty. In the past, some customers have experienced financial difficulties up to and including
|
||
bankruptcies, which have had an adverse effect on our sales, our ability to collect on receivables and our financial condition.
|
||
When the retail economy weakens or as consumer behavior shifts, retailers tend to be more cautious with orders. A slowing or
|
||
changing economy in our key markets, including a recession, could adversely af fect the financial health of our customers, which
|
||
in turn could have an adverse effect on our results of operations and financial condition. In addition, product sales are dependent
|
||
in part on high quality merchandising and an appealing retail environment to attract consumers, which requires continuing
|
||
investments by retailers. Retailers that experience financial dif ficulties may fail to make such investments or delay them, resulting
|
||
in lower sales and orders for our products.
|
||
Climate change and other sustainability-related matters, or legal, regulatory or market responses thereto, may have an
|
||
adverse impact on our business and results of operations.
|
||
There are concerns that increased levels of carbon dioxide and other greenhouse gases in the atmosphere have caused, and
|
||
may continue to cause, potentially at a growing rate, increases in global temperatures, changes in weather patterns and
|
||
increasingly frequent and/or prolonged extreme weather and climate events. Climate change may also exacerbate challenges
|
||
relating to the availability and quality of water and raw materials, including those used in the production of our products, and may
|
||
result in changes in regulations or consumer preferences, which could in turn af fect our business, operating results and financial
|
||
condition. For example, there has been increased focus by governmental and non-governmental organizations, consumers,
|
||
customers, employees and other stakeholders on products that are sustainably made and other sustainability matters, including
|
||
responsible sourcing and deforestation, the use of plastic, energy and water , the recyclability or recoverability of packaging and
|
||
materials transparency, any of which may require us to incur increased costs for additional transparency, due diligence and
|
||
reporting. In addition, federal, state or local governmental authorities in various countries have proposed, and are likely to
|
||
continue to propose, legislative and regulatory initiatives to reduce or mitigate the impacts of climate change on the environment.
|
||
Various countries and regions are following different approaches to the regulation of climate change, which could increase the
|
||
complexity of, and potential cost related to complying with, such regulations. Any of the foregoing may require us to make
|
||
additional investments in facilities and equipment, may impact the availability and cost of key raw materials used in the
|
||
production of our products or the demand for our products, and, in turn, may adversely impact our business, operating results
|
||
and financial condition.
|
||
Although we have announced sustainability-related goals and targets, there can be no assurance that our stakeholders will agree
|
||
with our strategies, and any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to,
|
||
such matters or to effectively respond to new or additional legal or regulatory requirements regarding climate change, could result
|
||
in adverse publicity and adversely affect our business and reputation. Execution of these strategies and achievement of our goals
|
||
is subject to risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not
|
||
2023 FORM 10-K 11 limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected
|
||
timeframes; the availability and cost of raw materials and renewable energy; unforeseen production, design, operational and
|
||
technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale
|
||
projects and technologies on a commercially competitive basis such as carbon sequestration and/or other related processes;
|
||
compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating
|
||
to greenhouse gas emissions, carbon costs or climate-related goals; adapting products to customer preferences and customer
|
||
acceptance of sustainable supply chain solutions; and the actions of competitors and competitive pressures. As a result, there is
|
||
no assurance that we will be able to successfully execute our strategies and achieve our sustainability-related goals, which could
|
||
damage our reputation and customer and other stakeholder relationships and have an adverse ef fect on our business, results of
|
||
operations and financial condition.
|
||
Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.
|
||
Given the broad and global scope of our operations, we are particularly vulnerable to the physical risks of climate change, such
|
||
as shifts in weather patterns. Extreme weather conditions in the areas in which our retail stores, suppliers, manufacturers,
|
||
customers, distribution centers, offices, headquarters and vendors are located could adversely affect our operating results and
|
||
financial condition. Moreover, natural disasters such as earthquakes, hurricanes, wildfires, tsunamis, floods or droughts, whether
|
||
occurring in the United States or abroad, and their related consequences and effects, including energy shortages and public
|
||
health issues, have in the past temporarily disrupted, and could in the future disrupt, our operations, the operations of our
|
||
vendors, manufacturers and other suppliers or have in the past resulted in, and in the future could result in, economic instability
|
||
that may negatively impact our operating results and financial condition. In particular , if a natural disaster or severe weather event
|
||
were to occur in an area in which we or our suppliers, manufacturers, employees, customers, distribution centers or vendors are
|
||
located, our continued success would depend, in part, on the safety and availability of the relevant personnel and facilities and
|
||
proper functioning of our or third parties' computer, network, telecommunication and other systems and operations. In addition, a
|
||
natural disaster or severe weather event could negatively impact retail traf fic to our stores or stores that carry our products and
|
||
could have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our
|
||
merchandise. Further, climate change may increase both the frequency and severity of extreme weather conditions and natural
|
||
disasters, which may affect our business operations, either in a particular region or globally, as well as the activities of our third-
|
||
party vendors and other suppliers, manufacturers and customers. W e believe the diversity of locations in which we operate, our
|
||
operational size, disaster recovery and business continuity planning and our information technology systems and networks,
|
||
including the Internet and third-party services ("Information Technology Systems"), position us well, but may not be sufficient for
|
||
all or for concurrent eventualities. If we were to experience a local or regional disaster or other business continuity event or
|
||
concurrent events, we could experience operational challenges, in particular depending upon how a local or regional event may
|
||
affect our human capital across our operations or with regard to particular aspects of our operations, such as key executive
|
||
officers or personnel. For example, our world headquarters is located in an active seismic zone, which is at a higher risk for
|
||
earthquakes and the related consequences or effects. Further, if we are unable to find alternative suppliers, replace capacity at
|
||
key manufacturing or distribution locations or quickly repair damage to our Information Technology Systems or supply systems,
|
||
we could be late in delivering, or be unable to deliver, products to our customers. These events could result in reputational
|
||
damage, lost sales, cancellation charges or markdowns, all of which could have an adverse ef fect on our business, results of
|
||
operations and financial condition.
|
||
Our financial condition and results of operations have been, and could in the future be, adversely affected by a
|
||
pandemic, epidemic or other public health emergency.
|
||
Pandemics, including the COVID-19 pandemic, and other public health emergencies, and preventative measures taken to
|
||
contain or mitigate such crises have caused, and may in the future cause, business slowdown or shutdown in af fected areas and
|
||
significant disruption in the financial markets, both globally and in the United S tates. These events have led to and could again
|
||
lead to adverse impacts to our global supply chain, factory cancellation costs, store closures, and a decline in retail traf fic and
|
||
discretionary spending by consumers and, in turn, materially impact our business, sales, financial condition and results of
|
||
operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions. We
|
||
cannot predict whether, and to what degree, our sales, operations and financial results could in the future be affected by the
|
||
pandemic and preventative measures. Risks presented by pandemics and other public health emergencies include, but are not
|
||
limited to:
|
||
•Deterioration in economic conditions in the United States and globally, including the effect of prolonged periods of inflation
|
||
on our consumers and vendors;
|
||
•Disruption to our distribution centers, contract manufacturers, finished goods factories and other vendors, through the ef fects
|
||
of facility closures, increased operating costs, reductions in operating hours, labor shortages, and real time changes in
|
||
operating procedures, such as additional cleaning and disinfection procedures, which have had, and could in the future
|
||
again have, a significant impact on our planned inventory production and distribution, including higher inventory levels or
|
||
inventory shortages in various markets;
|
||
NIKE, INC. 12•Impacts to our distribution and logistics providers' ability to operate, including labor and container shortages, and increases
|
||
in their operating costs. These supply chain effects have had, and could in the future have, an adverse effect on our ability to
|
||
meet consumer demand, including digital demand, and have in the past resulted in and could in the future result in extended
|
||
inventory transit times and an increase in our costs of production and distribution, including increased freight and logistics
|
||
costs and other expenses;
|
||
•Decreased retail traffic as a result of store closures, reduced operating hours, social distancing restrictions and/or changes in
|
||
consumer behavior;
|
||
•Reduced consumer demand for our products, including as a result of a rise in unemployment rates, higher costs of
|
||
borrowing, inflation and diminished consumer confidence;
|
||
•Cancellation or postponement of sports seasons and sporting events in multiple countries, and bans on large public
|
||
gatherings, which have reduced and in the future could reduce consumer spending on our products and could impact the
|
||
effectiveness of our arrangements with key endorsers;
|
||
•The risk that any safety protocols in NIKE-owned or affiliated facilities, including our offices, will not be effective or not be
|
||
perceived as effective, or that any virus-related illnesses will be linked or alleged to be linked to such facilities, whether
|
||
accurate or not;
|
||
•Incremental costs resulting from the adoption of preventative measures and compliance with regulatory requirements,
|
||
including providing facial coverings and hand sanitizer, rearranging operations to follow social distancing protocols,
|
||
conducting temperature checks, testing and undertaking regular and thorough disinfecting of surfaces;
|
||
•Bankruptcies or other financial difficulties facing our wholesale customers, which could cause them to be unable to make or
|
||
delay making payments to us, or result in revised payment terms, cancellation or reduction of their orders; and
|
||
•Significant disruption of and volatility in global financial markets, which could have a negative impact on our ability to access
|
||
capital in the future.
|
||
We cannot reasonably predict the ultimate impact of any pandemic or public health emergency, including the extent of any
|
||
adverse impact on our business, results of operations and financial condition, which will depend on, among other things, the
|
||
duration and spread of the pandemic or public health emergency, the impact of governmental regulations that have been, and
|
||
may continue to be, imposed in response, the effectiveness of actions taken to contain or mitigate the outbreak, the availability,
|
||
safety and efficacy of vaccines, including against emerging variants of the infectious disease, and global economic conditions.
|
||
Additionally, disruptions have in the past made it more challenging to compare our performance, including our revenue growth
|
||
and overall profitability, across quarters and fiscal years, and could have this effect in the future. Any pandemic or public health
|
||
emergency may also affect our business, results of operations or financial condition in a manner that is not presently known to us
|
||
or that we currently do not consider to present significant risks and may also exacerbate, or occur concurrently with, other risks
|
||
discussed in this Item 1A. Risk Factors, any of which could have a material effect on us.
|
||
Business and Operational Risks
|
||
Failure to maintain our reputation, brand image and culture could negatively impact our business.
|
||
Our iconic brands have worldwide recognition, and our success depends on our ability to maintain and enhance our brand image
|
||
and reputation. Maintaining, promoting and growing our brands will depend on our design and marketing ef forts, including
|
||
advertising and consumer campaigns, product innovation and product quality . Our commitment to product innovation, quality and
|
||
sustainability, and our continuing investment in design (including materials), marketing and sustainability measures may not have
|
||
the desired impact on our brand image and reputation. In addition, our success in maintaining, extending and expanding our
|
||
brand image depends on our ability to adapt to a rapidly changing media and digital environment, including our reliance on social
|
||
media and other digital advertising networks, and digital dissemination of advertising campaigns on our digital platforms and
|
||
through our digital experiences and products. We could be adversely impacted if we fail to achieve any of these objectives.
|
||
Our brand value also depends on our ability to maintain a positive consumer perception of our corporate integrity , purpose and
|
||
brand culture. Negative claims or publicity involving us, our culture and values, our products, services and experiences,
|
||
consumer data, or any of our key employees, endorsers, sponsors, suppliers or partners could seriously damage our reputation
|
||
and brand image, regardless of whether such claims are accurate. For example, while we require our suppliers of our products to
|
||
operate their business in compliance with applicable laws and regulations, we do not control their practices. Negative publicity
|
||
relating to a violation or an alleged violation of policies or laws by such suppliers could damage our brand image and diminish
|
||
consumer trust in our brand. Further, our reputation and brand image could be damaged as a result of our support of, association
|
||
with or lack of support or disapproval of certain social causes, as well as any decisions we make to continue to conduct, or
|
||
change, certain of our activities in response to such considerations. S ocial media, which accelerates and potentially amplifies the
|
||
scope of negative publicity, can increase the challenges of responding to negative claims. Adverse publicity about regulatory or
|
||
legal action against us, or by us, could also damage our reputation and brand image, undermine consumer confidence in us and
|
||
reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. If
|
||
2023 FORM 10-K 13 the reputation, culture or image of any of our brands is tarnished or if we receive negative publicity , then our sales, financial
|
||
condition and results of operations could be materially and adversely af fected.
|
||
Our business is affected by seasonality, which could result in fluctuations in our operating results.
|
||
We experience moderate fluctuations in aggregate sales volume during the year. Historically, revenues in the first and fourth
|
||
fiscal quarters have slightly exceeded those in the second and third fiscal quarters. However , the mix of product sales may vary
|
||
considerably from time to time or in the future as a result of strategic shifts in our business and seasonal or geographic demand
|
||
for particular types of footwear, apparel and equipment and in connection with the timing of significant sporting events, such as
|
||
the NBA Finals, Olympics or the World Cup, among others. In addition, our customers may cancel orders, change delivery
|
||
schedules or change the mix of products ordered with minimal notice. As a result, we may not be able to accurately predict our
|
||
quarterly sales. Accordingly, our results of operations are likely to fluctuate significantly from period to period. This seasonality,
|
||
along with other factors that are beyond our control, including economic conditions, changes in consumer preferences, weather
|
||
conditions, outbreaks of disease, social or political unrest, availability of import quotas, transportation disruptions and currency
|
||
exchange rate fluctuations, has in the past adversely affected and could in the future adversely affect our business and cause our
|
||
results of operations to fluctuate. Our operating margins are also sensitive to a number of additional factors that are beyond our
|
||
control, including manufacturing and transportation costs, shifts in product sales mix and geographic sales trends, all of which we
|
||
expect to continue. Results of operations in any period should not be considered indicative of the results to be expected for any
|
||
future period.
|
||
If we are unable to anticipate consumer preferences and develop new products, we may not be able to maintain or
|
||
increase our revenues and profits.
|
||
Our success depends on our ability to identify, originate and define product trends as well as to anticipate, gauge and react to
|
||
changing consumer demands in a timely manner. However, lead times for many of our products may make it more difficult for us
|
||
to respond rapidly to new or changing product trends or consumer preferences. All of our products are subject to changing
|
||
consumer preferences that cannot be predicted with certainty. Our new products may not receive consumer acceptance as
|
||
consumer preferences could shift rapidly to different types of performance products or away from these types of products
|
||
altogether, and our future success depends in part on our ability to anticipate and respond to these changes. If we fail to
|
||
anticipate accurately and respond to trends and shifts in consumer preferences by adjusting the mix of existing product of ferings,
|
||
developing new products, designs, styles and categories, and influencing sports and fitness preferences through extensive
|
||
marketing, we could experience lower sales, excess inventories or lower profit margins, any of which could have an adverse
|
||
effect on our results of operations and financial condition. In addition, we market our products globally through a diverse spectrum
|
||
of advertising and promotional programs and campaigns, including social media and other digital advertising networks. If we do
|
||
not successfully market our products or if advertising and promotional costs increase, these factors could have an adverse ef fect
|
||
on our business, financial condition and results of operations.
|
||
We rely on technical innovation and high-quality products to compete in the market for our products.
|
||
Technical innovation and quality control in the design and manufacturing processes of footwear, apparel, equipment and other
|
||
products and services are essential to the commercial success of our products and development of new products. Research and
|
||
development play a key role in technical innovation. We rely upon specialists in the fields of biomechanics, chemistry, exercise
|
||
physiology, engineering, digital technologies, industrial design, sustainability and related fields, as well as research committees
|
||
and advisory boards made up of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists and other experts to
|
||
develop and test cutting-edge performance products. While we strive to produce products that help to enhance athletic
|
||
performance and reduce injury and maximize comfort, if we fail to introduce technical innovation in our products, consumer
|
||
demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial
|
||
expense to remedy the problems and loss of consumer confidence.
|
||
Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business.
|
||
We establish relationships with professional athletes, sports teams and leagues, as well as other public figures, including artists,
|
||
designers and influencers, to develop, evaluate and promote our products, as well as establish product authenticity with
|
||
consumers. However, as competition in our industry has increased, the costs associated with establishing and retaining such
|
||
sponsorships and other relationships have increased, and competition to attract and retain high-quality endorsers has increased.
|
||
If we are unable to maintain our current associations with professional athletes, sports teams and leagues, or other public figures,
|
||
or to do so at a reasonable cost, we could lose the high visibility or on-field authenticity associated with our products, and we may
|
||
be required to modify and substantially increase our marketing investments. As a result, our brands, net revenues, expenses and
|
||
profitability could be harmed.
|
||
Furthermore, if certain endorsers were to stop using our products contrary to their endorsement agreements, our business could
|
||
be adversely affected. In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers,
|
||
associated with our products or brand that harm the reputations of those athletes, teams or leagues, or endorsers, or our
|
||
decisions to cease collaborating with certain endorsers in light of actions taken or statements made by them, have in the past
|
||
harmed and could in the future seriously harm our brand image with consumers and, as a result, could have an adverse ef fect on
|
||
NIKE, INC. 14our sales and financial condition. Poor or non-performance by our endorsers, a failure to continue to correctly identify promising
|
||
athletes, public figures or sports organizations, to use and endorse our products and brand or a failure to enter into cost-ef fective
|
||
endorsement arrangements with prominent athletes, public figures and sports organizations could adversely af fect our brand,
|
||
sales and profitability.
|
||
Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could
|
||
result in decreased operating margins, reduced cash flows and harm to our business.
|
||
To meet anticipated demand for our products, we purchase products from manufacturers outside of our futures ordering program
|
||
and in advance of customer orders, which we hold in inventory and resell to customers. There is a risk we may be unable to sell
|
||
excess products ordered from manufacturers. Inventory levels in excess of customer demand may result in inventory write-
|
||
downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse
|
||
effect on our operating results, financial condition and cash flows. Conversely, if we underestimate consumer demand for our
|
||
products or if our manufacturers fail to supply products we require at the time we need them, we may experience inventory
|
||
shortages. Inventory shortages could delay shipments to customers, negatively impact retailer , distributor and consumer
|
||
relationships and diminish brand loyalty. The difficulty in forecasting demand also makes it difficult to estimate our future results of
|
||
operations, financial condition and cash flows from period to period. A failure to accurately predict the level of demand for our
|
||
products could adversely affect our net revenues and net income, and we are unlikely to forecast such effects with any certainty
|
||
in advance.
|
||
Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of
|
||
resources and are subject to numerous risks and uncertainties.
|
||
Our NIKE Direct operations, including our retail stores and digital platforms, have required and will continue to require significant
|
||
investment. Our NIKE Direct stores have required and will continue to require substantial fixed investment in equipment and
|
||
leasehold improvements and personnel. We have entered into substantial operating lease commitments for retail space. Certain
|
||
stores have been designed and built to serve as high-profile venues to promote brand awareness and marketing activities and to
|
||
integrate with our digital platforms. Because of their unique design and technological elements, locations and size, these stores
|
||
require substantially more investment than other stores. Due to the high fixed-cost structure associated with our NIK E Direct retail
|
||
stores, a decline in sales, a shift in consumer behavior away from brick-and-mortar retail, or the closure, temporary or otherwise,
|
||
or poor performance of individual or multiple stores could result in significant lease termination costs, write-of fs of equipment and
|
||
leasehold improvements and employee-related costs.
|
||
Many factors unique to retail operations, some of which are beyond our control, pose risks and uncertainties. Risks include, but
|
||
are not limited to: credit card fraud; mismanagement of existing retail channel partners; inability to manage costs associated with
|
||
store construction and operation; and theft.
|
||
In addition, we have made significant investments in digital technologies and information systems for the digital aspect of our
|
||
NIKE Direct operations, and our digital offerings will require continued investment in the development and upgrading of our
|
||
technology platforms. In order to deliver high-quality digital experiences, our digital platforms must be designed effectively and
|
||
work well with a range of other technologies, systems, networks, and standards that we do not control. W e may not be successful
|
||
in developing platforms that operate effectively with these technologies, systems, networks or standards. A growing portion of
|
||
consumers access our NIKE Direct digital platforms, but in the event that it is more difficult for consumers to access and use our
|
||
digital platforms, consumers find that our digital platforms do not ef fectively meet their needs or expectations or consumers
|
||
choose not to access or use our digital platforms or use devices that do not of fer access to our platforms, the success of our
|
||
NIKE Direct operations could be adversely impacted. Our competitors may develop, or have already developed, digital
|
||
experiences, features, content, services or technologies that are similar to ours or that achieve greater acceptance.
|
||
We may not realize a satisfactory return on our investment in our NIKE Direct operations and management's attention from our
|
||
other business opportunities could be diverted, which could have an adverse ef fect on our business, financial condition or results
|
||
of operations.
|
||
If the technology-based systems that give our consumers the ability to shop or interact with us online do not function
|
||
effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our
|
||
customer base, could be materially adversely affected.
|
||
Many of our consumers shop with us through our digital platforms. Increasingly , consumers are using mobile-based devices and
|
||
applications to shop online with us and with our competitors, and to do comparison shopping, as well as to engage with us and
|
||
our competitors through digital services and experiences that are of fered on mobile platforms. We use social media and
|
||
proprietary mobile applications to interact with our consumers and as a means to enhance their shopping experience. Any failure
|
||
on our part to provide attractive, effective, reliable, secure and user-friendly digital commerce platforms that offer a wide
|
||
assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or
|
||
any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the
|
||
loss of digital commerce and other sales, harm our reputation with consumers, have a material adverse impact on the growth of
|
||
our digital commerce business globally and have a material adverse impact on our business and results of operations. In
|
||
2023 FORM 10-K 15 addition, as use of our digital platforms continues to grow, we will need an increasing amount of technical infrastructure to
|
||
continue to satisfy our consumers' needs. If we fail to continue to ef fectively scale and adapt our digital platforms to
|
||
accommodate increased consumer demand, our business may be subject to interruptions, delays or failures and consumer
|
||
demand for our products and digital experiences could decline.
|
||
Risks specific to our digital commerce business also include diversion of sales from our and our retailers' brick and mortar stores,
|
||
difficulty in recreating the in-store experience through direct channels and liability for online content. Our failure to successfully
|
||
respond to these risks might adversely affect sales in our digital commerce business, as well as damage our reputation and
|
||
brands.
|
||
We rely significantly on information technology to operate our business, including our supply chain and retail
|
||
operations, and any failure, inadequacy or interruption of that technology could harm our ability to effectively operate
|
||
our business.
|
||
We are heavily dependent on Information Technology Systems, across our supply chain, including product design, production,
|
||
forecasting, ordering, manufacturing, transportation, sales and distribution, as well as for processing financial information for
|
||
external and internal reporting purposes, retail operations and other business activities. Information Technology Systems are
|
||
critical to many of our operating activities and our business processes and may be negatively impacted by any service
|
||
interruption or shutdown. For example, our ability to effectively manage and maintain our inventory and to ship products to
|
||
customers on a timely basis depends significantly on the reliability of these Information Technology Systems. Over a number of
|
||
years, we have implemented Information Technology Systems in all of the geographical regions in which we operate. Our work to
|
||
integrate, secure and enhance these systems and related processes in our global operations is ongoing and NIK E will continue to
|
||
invest in these efforts. We cannot provide assurance, however, that the measures we take to secure and enhance these systems
|
||
will be sufficient to protect our Information Technology Systems and prevent cyber-attacks, system failures or data or information
|
||
loss. The failure of these systems to operate effectively, including as a result of security breaches, viruses, hackers, malware,
|
||
natural disasters, vendor business interruptions or other causes, failure to properly maintain, protect, repair or upgrade systems,
|
||
or problems with transitioning to upgraded or replacement systems could cause delays in product fulfillment and reduced
|
||
efficiency of our operations, could require significant capital investments to remediate the problem which may not be sufficient to
|
||
cover all eventualities, and may have an adverse effect on our reputation, results of operations and financial condition. In
|
||
addition, the use of employee-owned devices for communications as well as hybrid work arrangements, present additional
|
||
operational risks to our Information Technology Systems, including, but not limited to, increased risks of cyber-attacks. Further,
|
||
like other companies in the retail industry, we have in the past experienced, and we expect to continue to experience, cyber-
|
||
attacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems. To date, these attacks
|
||
have not had a material impact on our operations, but we cannot provide assurance that they will not have an impact in the
|
||
future.
|
||
We also use Information Technology Systems to process financial information and results of operations for internal reporting
|
||
purposes and to comply with regulatory financial reporting, legal and tax requirements. From time to time, we have expended,
|
||
and expect to continue to expend, significant resources to modify , update and enhance our Information Technology Systems and
|
||
to investigate and remediate vulnerabilities or other exposures. These modifications, updates and enhancements may cost more
|
||
than initially expected and may not be effective in preventing issues and disruptions. Moreover, due to the complexity of our
|
||
Information Technology Systems, the process of implementing modifications or enhancements can itself create a risk of systems
|
||
disruptions and security issues. If Information Technology Systems suffer severe damage, disruption or shutdown and our
|
||
business continuity plans, or those of our vendors, do not effectively resolve the issues in a timely manner, we could experience
|
||
delays in reporting our financial results, which could result in lost revenues and profits, as well as reputational damage.
|
||
Furthermore, we depend on Information Technology Systems and personal data collection for digital marketing, digital commerce,
|
||
consumer engagement and the marketing and use of our digital products and services. W e also rely on our ability to engage in
|
||
electronic communications throughout the world between and among our employees as well as with other third parties, including
|
||
customers, suppliers, vendors and consumers. Any interruption in Information Technology Systems may impede our ability to
|
||
engage in the digital space and result in lost revenues, damage to our reputation, and loss of users.
|
||
We are subject to the risk our licensees may not generate expected sales or maintain the value of our brands.
|
||
We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks or copyrighted
|
||
material, to third parties. If our licensees fail to successfully market and sell licensed products, or fail to obtain suf ficient capital or
|
||
effectively manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, it
|
||
could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other
|
||
products.
|
||
We also rely on our licensees to help preserve the value of our brands. Although we attempt to protect our brands through
|
||
approval rights over the design, production processes, quality, packaging, merchandising, distribution, advertising and promotion
|
||
of our licensed products, we cannot completely control the use of our licensed brands by our licensees. The misuse of a brand by
|
||
or negative publicity involving a licensee could have a material adverse ef fect on that brand and on us.
|
||
NIKE, INC. 16Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate
|
||
our credit risk and impair our ability to sell products.
|
||
The athletic footwear, apparel and equipment retail markets in some countries are dominated by a few large athletic footwear,
|
||
apparel and equipment retailers with many stores and accelerating digital commerce capabilities. The market shares of these
|
||
retailers may increase through acquisitions and construction of additional stores and investments in digital capacity , and as a
|
||
result of attrition as struggling retailers exit the market. Consolidation of our retailers will concentrate our credit risk with a smaller
|
||
set of retailers, any of whom may experience declining sales or a shortage of liquidity . In addition, increasing market share
|
||
concentration among a few retailers in a particular country or region increases the risk that if any one of them substantially
|
||
reduces their purchases of our products, we may be unable to find suf ficient retail outlets for our products to sustain the same
|
||
level of sales and revenues.
|
||
If one or more of our counterparty financial institutions default on their obligations to us or fail, we may incur significant
|
||
losses.
|
||
As part of our hedging activities, we enter into transactions involving derivative financial instruments, which may include forward
|
||
contracts, commodity futures contracts, option contracts, collars and swaps with various financial institutions. In addition, we have
|
||
significant amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial
|
||
institutions in the United States and abroad. As a result, we are exposed to the risk of default by or failure of counterparty
|
||
financial institutions. The risk of counterparty default or failure may be heightened during economic downturns and periods of
|
||
uncertainty in the financial markets. If one of our counterparties were to become insolvent or file for bankruptcy , our ability to
|
||
recover losses incurred as a result of default, or our assets deposited or held in accounts with such counterparty , may be limited
|
||
by the counterparty's liquidity or the applicable laws governing the insolvency or bankruptcy proceedings. In the event of default
|
||
or failure of one or more of our counterparties, we could incur significant losses, which could negatively impact our results of
|
||
operations and financial condition.
|
||
We rely on a concentrated source base of contract manufacturers to supply a significant portion of our footwear
|
||
products.
|
||
As of May 31, 2023, our contract manufacturers operated 123 finished goods footwear factories located in 11 countries. We rely
|
||
upon contract manufacturers, which we do not own or operate, to manufacture all of the footwear products we sell. For fiscal
|
||
2023, four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate
|
||
accounted for approximately 58% of NIKE Brand footwear production. Our ability to meet our customers' needs depends on our
|
||
ability to maintain a steady supply of products from our contract manufacturers. If one or more of our significant suppliers were to
|
||
sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade
|
||
policies, or be unable to perform, we may not be able to obtain replacement products in a timely manner , which could have a
|
||
material adverse effect on our business operations, sales, financial condition or results of operations. Additionally, if any of our
|
||
primary footwear contract manufacturers fail to make timely shipments, do not meet our quality standards or otherwise fail to
|
||
deliver us product in accordance with our plans, there could be a material adverse ef fect on our results of operations.
|
||
Certain of our footwear contract manufacturers are highly specialized and only produce a specific type of product . Such contract
|
||
manufacturers may go out of business if consumer preferences or market conditions change such that there is no longer
|
||
sufficient demand for the types of products they produce. If, in the future, the relevant products are again in demand and the
|
||
specialized contract manufacturers no longer exist, we may not be able to locate replacement facilities to manufacture certain
|
||
footwear products in a timely manner or at all, which could have a material adverse ef fect on our sales, financial condition or
|
||
results of operations.
|
||
The market for prime real estate is competitive.
|
||
Our ability to effectively obtain real estate to open new retail stores and otherwise conduct our operations, both domestically and
|
||
internationally, depends on the availability of real estate that meets our criteria for traffic, square footage, co-tenancies, lease
|
||
economics, demographics and other factors. We also must be able to effectively renew our existing real estate leases. In
|
||
addition, from time to time, we seek to downsize, consolidate, reposition or close some of our real estate locations, which may
|
||
require modification of an existing lease. Failure to secure adequate new locations or successfully modify leases for existing
|
||
locations, or failure to effectively manage the profitability of our existing fleet of retail stores, could have an adverse effect on our
|
||
operating results and financial condition.
|
||
Additionally, the economic environment may make it difficult to determine the fair market rent of real estate properties
|
||
domestically and internationally. This could impact the quality of our decisions to exercise lease options at previously negotiated
|
||
rents and to renew expiring leases at negotiated rents. Any adverse effect on the quality of these decisions could impact our
|
||
ability to retain real estate locations adequate to meet our targets or ef ficiently manage the profitability of our existing fleet of
|
||
stores, which could have an adverse effect on our operating results and financial condition.
|
||
2023 FORM 10-K 17 The success of our business depends, in part, on high-quality employees, including key personnel as well as our ability
|
||
to maintain our workplace culture and values.
|
||
Our success depends in part on the continued service of high-quality employees, including key executive of ficers and personnel.
|
||
The loss of the services of key individuals, or any negative perception with respect to these individuals, or our workplace culture
|
||
or values, could harm our business. Our success also depends on our ability to recruit, retain and engage our personnel
|
||
sufficiently, both to maintain our current business and to execute our strategic initiatives. Competition for employees in our
|
||
industry is intense and we may not be successful in attracting and retaining such personnel. Changes to our current and future
|
||
work models may not meet the needs or expectations of our employees or may not be perceived as favorable compared to other
|
||
companies' policies, which could negatively impact our ability to attract, hire and retain our employees. In addition, shifts in U.S .
|
||
immigration policy could negatively impact our ability to attract, hire and retain highly skilled employees who are from outside the
|
||
United States. We also believe that our corporate culture has been a key driver of our success, and we have invested substantial
|
||
time and resources in building, maintaining and evolving our culture. Any failure to preserve and evolve our culture could
|
||
negatively affect our future success, including our ability to retain and recruit employees.
|
||
Our business operations and financial performance could be adversely affected by changes in our relationship with our
|
||
workforce or changes to United States or foreign employment regulations.
|
||
We have significant exposure to changes in domestic and foreign laws governing our relationships with our workforce, including
|
||
wage and hour laws and regulations, fair labor standards, minimum wage requirements, overtime pay , unemployment tax rates,
|
||
workers' compensation rates, citizenship requirements and payroll taxes, which could have a direct impact on our operating
|
||
costs. A significant increase in minimum wage or overtime rates in countries where we have workforce could have a significant
|
||
impact on our operating costs and may require that we relocate those operations or take other steps to mitigate such increases,
|
||
all of which may cause us to incur additional costs. There is also a risk of potential claims that we have violated laws related to
|
||
discrimination and harassment, health and safety, wage and hour laws, criminal activity, personal injury and other claims. In
|
||
addition, if there were a significant increase in the number of members of our workforce who are members of labor organizations
|
||
or become parties to collective bargaining agreements, we could be vulnerable to a strike, work stoppage or other labor action,
|
||
which could have an adverse effect on our business.
|
||
Risks Related to Operating a Global Business
|
||
Our international operations involve inherent risks which could result in harm to our business.
|
||
Nearly all of our athletic footwear and apparel is manufactured outside of the United States, and the majority of our products are
|
||
sold outside of the United States. Accordingly, we are subject to the risks generally associated with global trade and doing
|
||
business abroad, which include foreign laws and regulations, varying consumer preferences across geographic regions, political
|
||
tensions, unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our
|
||
products are manufactured or where we sell products. Changes in U.S . or international social, political, regulatory and economic
|
||
conditions could impact our business, reputation, financial condition and results of operations. In particular , political and economic
|
||
instability, geopolitical conflicts, political unrest, civil strife, terrorist activity, acts of war, public corruption, expropriation,
|
||
nationalism and other economic or political uncertainties in the United S tates or internationally could interrupt and negatively
|
||
affect the sale of our products or other business operations. Any negative sentiment toward the United States as a result of any
|
||
such changes could also adversely affect our business.
|
||
In addition, disease outbreaks, terrorist acts and military conflict have increased the risks of doing business abroad. These
|
||
factors, among others, could affect our ability to manufacture products or procure materials, or our costs for manufacturing and
|
||
procuring materials, our ability to import products, our ability to sell products in international markets and our cost of doing
|
||
business. If any of these or other factors make the conduct of business in a particular country undesirable or impractical, our
|
||
business could be adversely affected.
|
||
Our products are subject to risks associated with overseas sourcing, manufacturing and financing.
|
||
The principal materials used in our footwear products — natural and synthetic rubber , plastic compounds, foam cushioning
|
||
materials, natural and synthetic leather, nylon, polyester and natural fiber textiles and polyurethane films — are locally available
|
||
to manufacturers. The principal materials used in our apparel products — natural and synthetic fabrics, yarns and threads (both
|
||
virgin and recycled), specialized performance fabrics designed to ef ficiently wick moisture away from the body, retain heat and
|
||
repel rain and/or snow as well as plastic and metal hardware — are also available in countries where our manufacturing takes
|
||
place. Both our apparel and footwear products are dependent upon the ability of our contract manufacturers to locate, train,
|
||
employ and retain adequate personnel. NIKE contract manufacturers and materials suppliers buy raw materials and are subject
|
||
to wage rates and other labor standards that are oftentimes regulated by the governments of the countries in which our products
|
||
are manufactured.
|
||
There could be a significant disruption in the supply of fabrics or raw materials from current sources or , in the event of a
|
||
disruption or heightened competition for such materials, our contract manufacturers might not be able to locate alternative
|
||
suppliers of materials of comparable quality at an acceptable price or at all. Further , our contract manufacturers have
|
||
experienced and may continue to experience in the future, unexpected closures, unexpected increases in work wages or other
|
||
NIKE, INC. 18changes in labor standards, whether government mandated or otherwise, and increases in compliance costs due to
|
||
governmental regulation concerning certain metals, fabrics or raw materials used in the manufacturing of our products. In
|
||
addition, we cannot be certain that manufacturers that we do not contract and that we refer to as "unaffiliated manufacturers" will
|
||
be able to fill our orders in a timely manner. If we experience significant increases in demand, or reductions in the availability of
|
||
materials, or need to replace an existing contract manufacturer or materials supplier , there can be no assurance additional
|
||
supplies of fabrics or raw materials or additional manufacturing capacity will be available when required on terms acceptable to
|
||
us, or at all, or that any contract manufacturer, unaffiliated manufacturer, or any materials supplier would allocate sufficient
|
||
capacity to us in order to meet our requirements. In addition, even if we are able to expand existing or find new manufacturing
|
||
capacity or sources of materials, we may encounter delays in production and added costs as a result of the time it takes to train
|
||
suppliers and manufacturers in our methods, products, quality control standards and labor , health and safety standards. Any
|
||
delays, interruption or increased costs in labor or wages, in the supply of materials or in the manufacturing of our products could
|
||
have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues
|
||
and net income both in the short- and long-term.
|
||
Because contract manufacturers make a majority of our products outside of our principal sales markets, our products must be
|
||
transported by third parties over large geographic distances. Delays in the shipment or delivery of our products due to the
|
||
availability of transportation, container shortages, labor shortages, including work stoppages or port strikes, infrastructure and
|
||
port congestion or other factors, and costs and delays associated with consolidating or transitioning between manufacturers,
|
||
have adversely impacted, and could in the future adversely impact the availability of our products and, in turn, our financial
|
||
performance. In addition, delays in the shipment or delivery of our products, manufacturing delays or unexpected demand for our
|
||
products have required us, and may in the future require us to use faster , but more expensive, transportation methods such as air
|
||
freight, which could adversely affect our profit margins. The cost of oil is a significant component in manufacturing and
|
||
transportation costs, so increases in the price of petroleum products can adversely af fect our profit margins. Changes in U.S.
|
||
trade policies, including modifications to import tariffs and existing trade policies and agreements, have also had, and could
|
||
continue to have a significant impact on our activities in foreign jurisdictions, and could adversely af fect our reputation or results
|
||
of operations.
|
||
Our success depends on our global distribution facilities.
|
||
We distribute our products to customers directly from the factory and through distribution centers located throughout the world.
|
||
Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies
|
||
and growth, particularly in emerging markets, depends on the proper operation of our distribution facilities, the development or
|
||
expansion of additional distribution capabilities and the timely performance of services by third parties (including those involved in
|
||
shipping product to and from our distribution facilities). Our distribution facilities have in the past and could in the future be
|
||
interrupted by information technology problems, disasters such as earthquakes or fires or outbreaks of disease or government
|
||
actions taken to mitigate their spread. Any significant failure in our distribution facilities could result in an adverse effect on our
|
||
business. We maintain business interruption insurance, but it may not adequately protect us from adverse effects caused by
|
||
significant disruptions in our distribution facilities.
|
||
Legal, Regulatory, and Compliance Risks
|
||
We are subject to a complex array of laws and regulations and litigation and other legal and regulatory proceedings,
|
||
which could have an adverse effect on our business, financial condition and results of operations.
|
||
As a multinational corporation with operations and distribution channels throughout the world, we are subject to and must comply
|
||
with extensive laws and regulations in the United States and other jurisdictions in which we have operations and distribution
|
||
channels. If we or our employees, agents, suppliers, and other partners fail to comply with any of these laws or regulations, such
|
||
failure could subject us to fines, sanctions or other penalties that could negatively af fect our reputation, business, financial
|
||
condition and results of operations. Furthermore, laws, regulations and policies and the interpretation of such, can conflict among
|
||
jurisdictions and compliance in one jurisdiction may result in legal or reputational risks in another jurisdiction. W e are involved in
|
||
various types of claims, lawsuits, regulatory proceedings and government investigations relating to our business, our products
|
||
and the actions of our employees and representatives, including contractual and employment relationships, product liability ,
|
||
antitrust, trademark rights and a variety of other matters. It is not possible to predict with certainty the outcome of any such legal
|
||
or regulatory proceedings or investigations, and we could in the future incur judgments, fines or penalties, or enter into
|
||
settlements of lawsuits and claims that could have a material adverse ef fect on our business, financial condition and results of
|
||
operations and negatively impact our reputation. The global nature of our business means legal and compliance risks, such as
|
||
anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy and other regulatory matters, will continue to exist
|
||
and additional legal proceedings and other contingencies have and will continue to arise from time to time, which could adversely
|
||
affect us. In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, may
|
||
result in significant unanticipated legal and reputational risks. Moreover , the regulation of certain transactions we engage in,
|
||
including those involving virtual goods and cryptocurrencies, remains in an early stage and subject to significant uncertainty . As a
|
||
result, we are required to exercise our judgment as to whether or how certain laws or regulations apply , or may in the future
|
||
2023 FORM 10-K 19 apply, and it is possible that legislators, regulators and courts may disagree with our conclusions. Any current or future legal or
|
||
regulatory proceedings could divert management's attention from our operations and result in substantial legal fees.
|
||
Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with
|
||
such regulations may have a material adverse effect on our reputation, business, financial condition and results of
|
||
operations.
|
||
Changes in the U.S. government's import and export policies, including trade restrictions, sanctions and countersanctions,
|
||
increased tariffs or quotas, embargoes, safeguards or customs restrictions, could require us to change the way we conduct
|
||
business and adversely affect our results of operations.
|
||
In addition, changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or
|
||
countries where we currently sell our products or conduct our business could adversely af fect our business. U.S. presidential
|
||
administrations have instituted or proposed changes in trade policies that include the negotiation or termination of trade
|
||
agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries,
|
||
and other government regulations affecting trade between the U.S. and other countries where we conduct our business. It may
|
||
be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes.
|
||
Changes or proposed changes in U.S. or other countries' trade policies may result in restrictions and economic disincentives on
|
||
international trade. Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions
|
||
by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on
|
||
certain U.S. goods. Further, any emerging protectionist or nationalist trends either in the United States or in other countries could
|
||
affect the trade environment. The Company, similar to many other multinational corporations, does a significant amount of
|
||
business that would be impacted by changes to the trade policies of the United S tates and foreign countries (including
|
||
governmental action related to tariffs, international trade agreements, or economic sanctions). Such changes have the potential
|
||
to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct
|
||
operations, our industry and the global demand for our products, and as a result, could have a material adverse ef fect on our
|
||
business, financial condition and results of operations.
|
||
In addition, many of our imported products are subject to duties, tarif fs or quotas that affect the cost and quantity of various types
|
||
of goods imported into the United States and other countries. Any country in which our products are produced or sold may
|
||
eliminate, adjust or impose new quotas, duties, tariffs, safeguard measures, anti-dumping duties, cargo restrictions to prevent
|
||
terrorism, restrictions on the transfer of currency, climate change legislation, product safety regulations or other charges or
|
||
restrictions, any of which could have an adverse effect on our results of operations and financial condition.
|
||
Furthermore, we are subject to the FCPA as well as the anti-corruption laws of other countries in which we operate. Although we
|
||
implement policies and procedures designed to promote compliance with these laws, our employees, independent contractors,
|
||
contract manufacturers, suppliers and agents, as well as those companies to which we outsource certain of our business
|
||
operations, may take actions in violation of our policies. Any such violation could result in sanctions or other penalties and have
|
||
an adverse effect on our business, reputation and operating results.
|
||
Failure to adequately protect or enforce our intellectual property rights could adversely affect our business.
|
||
We periodically discover counterfeit reproductions of our products or products that otherwise infringe our intellectual property
|
||
rights. If we are unsuccessful in enforcing our intellectual property rights, continued sales of these products could adversely af fect
|
||
our sales and our brand and could result in a shift of consumer preference away from our products.
|
||
The actions we take to establish and protect our intellectual property rights may not be adequate to prevent imitation of our
|
||
products by others. We also may be unable to prevent others from seeking to block sales of our products as violations of
|
||
proprietary rights.
|
||
We may be subject to liability if third parties successfully claim we infringe their intellectual property rights. Defending
|
||
infringement claims could be expensive and time-consuming and might result in our entering into costly license agreements. W e
|
||
also may be subject to significant damages or injunctions against development, manufacturing, use, importation and/or sale of
|
||
certain products.
|
||
We take various actions to prevent the unauthorized use and/or disclosure of our confidential information and intellectual property
|
||
rights. These actions include contractual measures such as entering into non-disclosure and non-compete agreements and
|
||
agreements relating to our collaborations with third parties and providing confidential information awareness training. Our controls
|
||
and efforts to prevent unauthorized use and/or disclosure of confidential information and intellectual property rights might not
|
||
always be effective. For example, confidential information related to business strategy, innovations, new technologies, mergers
|
||
and acquisitions, unpublished financial results or personal data could be prematurely , inadvertently, or improperly used and/or
|
||
disclosed, resulting in a loss of reputation, loss of intellectual property rights, a decline in our stock price and/or a negative impact
|
||
on our market position, and could lead to damages, fines, penalties or injunctions. In addition, new products we of fer, such as
|
||
virtual goods, may raise various novel intellectual property law considerations, including adequacy and scope of assignment,
|
||
licensing, transfer, copyright and other right-of-use issues.
|
||
NIKE, INC. 20In addition, the laws of certain countries may not protect or allow enforcement of intellectual property rights to the same extent as
|
||
the laws of the United States. We may face significant expenses and liability in connection with the protection of our intellectual
|
||
property rights, including outside the United States, and if we are unable to successfully protect our rights or resolve intellectual
|
||
property conflicts with others, our business or financial condition may be adversely af fected.
|
||
We are subject to data security and privacy risks that could negatively affect our results, operations or reputation.
|
||
In addition to our own sensitive and proprietary business information, we handle transactional and personal information about our
|
||
wholesale customers and consumers and users of our digital experiences, which include online distribution channels and product
|
||
engagement, adaptive products and personal fitness applications. Hackers and data thieves are increasingly sophisticated and
|
||
operate social engineering, such as phishing, and large-scale, complex automated attacks that can evade detection for long
|
||
periods of time. Any breach of our or our service providers' networks, or other vendor systems, may result in the loss of
|
||
confidential business and financial data, misappropriation of our consumers', users' or employees' personal information or a
|
||
disruption of our business. Any of these outcomes could have a material adverse effect on our business, including unwanted
|
||
media attention, impairment of our consumer and customer relationships, damage to our reputation; resulting in lost sales and
|
||
consumers, fines, lawsuits, or significant legal and remediation expenses. W e also may need to expend significant resources to
|
||
protect against, respond to and/or redress problems caused by any breach.
|
||
In addition, we must comply with increasingly complex and rigorous, and sometimes conflicting, regulatory standards enacted to
|
||
protect business and personal data in the United States, Europe and elsewhere. For example, the European Union adopted the
|
||
General Data Protection Regulation (the "GDPR"); the United Kingdom enacted the UK General Data Protection Regulation
|
||
(which implements the GDPR into UK law); several states in the United States have passed data privacy laws; China enacted the
|
||
Data Security Law and Personal Information Protection Law; and additional jurisdictions have adopted or are considering
|
||
proposing or adopting similar regulations. These laws impose additional obligations on companies regarding the handling of
|
||
personal data and provide certain individual privacy rights to persons whose data is stored. Compliance with existing, proposed
|
||
and recently enacted laws and regulations can be costly and time consuming, and any failure to comply with these regulatory
|
||
standards could subject us to legal, operational and reputational risks. Misuse of or failure to secure personal information could
|
||
also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others,
|
||
imposition of fines by governmental authorities and damage to our reputation and credibility and could have a negative impact on
|
||
revenues and profits.
|
||
We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities or increased volatility in
|
||
our effective tax rate.
|
||
We earn a substantial portion of our income in foreign countries and, as such, we are subject to the tax laws in the United States
|
||
and numerous foreign jurisdictions. Current economic and political conditions make tax laws and regulations, or their
|
||
interpretation and application, in any jurisdiction subject to significant change.
|
||
Proposals to reform U.S. and foreign tax laws could significantly impact how U.S. multinational corporations are taxed on global
|
||
earnings and could increase the U.S. corporate tax rate. For example, the Organization for Economic Co-operation and
|
||
Development (OECD) and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the "Inclusive Framework") has put
|
||
forth two proposals—Pillar One and Pillar Two—that revise the existing profit allocation and nexus rules and ensure a minimal
|
||
level of taxation, respectively. On December 12, 2022, the European Union member states agreed to implement the Inclusive
|
||
Framework's global corporate minimum tax rate of 15%. Other countries are also actively considering changes to their tax laws to
|
||
adopt certain parts of the Inclusive Framework's proposals. Although we cannot predict whether or in what form these proposals
|
||
will be enacted into law, these changes, if enacted into law, could have an adverse impact on our effective tax rate, income tax
|
||
expense and cash flows.
|
||
Portions of our operations are subject to a reduced tax rate or are under a tax holiday. We also utilize tax rulings and other
|
||
agreements to obtain certainty in treatment of certain tax matters. Tax holidays and rulings can expire from time to time and may
|
||
be extended when certain conditions are met, or terminated if certain conditions are not met. The impact of any changes in
|
||
conditions would be the loss of certainty in treatment thus potentially impacting our ef fective income tax rate. For example, 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. 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.
|
||
We are also subject to the examination of our tax returns by the United States Internal Revenue Service ("IRS") and other tax
|
||
authorities. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the
|
||
adequacy of our provision for income taxes. Although we believe our tax provisions are adequate, the final determination of tax
|
||
audits and any related disputes could be materially different from our historical income tax provisions and accruals. The results of
|
||
audits or related disputes could have an adverse effect on our financial statements for the period or periods for which the
|
||
applicable final determinations are made. For example, we and our subsidiaries are also engaged in a number of intercompany
|
||
transactions across multiple tax jurisdictions. Although we believe we have clearly reflected the economics of these transactions
|
||
2023 FORM 10-K 21 and the proper local transfer pricing documentation is in place, tax authorities may propose and sustain adjustments that could
|
||
result in changes that may impact our mix of earnings in countries with dif fering statutory tax rates.
|
||
Failure of our contractors or our licensees' contractors to comply with our code of conduct, local laws and other
|
||
standards could harm our business.
|
||
We have license agreements that permit independent parties to manufacture or contract for the manufacture of products using
|
||
our intellectual property. We require the contractors that directly manufacture our products and our licensees that make products
|
||
using our intellectual property (including, indirectly, their contract manufacturers) to comply with a code of conduct and other
|
||
environmental, human rights, health and safety standards for the benefit of workers. W e also require our contract manufacturers
|
||
and the contractors of our licensees to comply with applicable standards for product safety . Notwithstanding their contractual
|
||
obligations, from time to time contractors may not comply with such standards or applicable local law or our licensees may fail to
|
||
enforce such standards or applicable local law on their contractors. If one or more of our direct or indirect contractors violates or
|
||
fails to comply with, or is accused of violating or failing to comply with, such standards and laws, this could harm our reputation or
|
||
result in a product recall and, as a result, could have an adverse ef fect on our sales and financial condition. Negative publicity
|
||
regarding production methods, alleged unethical or illegal practices or workplace or related conditions of any of our suppliers,
|
||
manufacturers or licensees could adversely affect our brand image and sales, force us to locate alternative suppliers,
|
||
manufacturers or licenses or result in the imposition of additional regulations, including new or additional quotas, tarif fs,
|
||
sanctions, product safety regulations or other regulatory measures, by governmental authorities.
|
||
Risks Related to Our Securities, Investments and Liquidity
|
||
Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce
|
||
expected returns.
|
||
From time to time, we may invest in technology, business infrastructure, new businesses or capabilities, product offering and
|
||
manufacturing innovation and expansion of existing businesses, such as our NIK E Direct operations, which require substantial
|
||
cash investments and management attention. We believe cost-effective investments are essential to business growth and
|
||
profitability; however, significant investments are subject to typical risks and uncertainties inherent in developing a new business
|
||
or expanding an existing business. The failure of any significant investment to provide expected returns or profitability could have
|
||
a material adverse effect on our financial results and divert management attention from more profitable business operations. See
|
||
also " Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of
|
||
resources and are subject to numerous risks and uncertainties ."
|
||
The sale of a large number of shares of common stock by our principal shareholder could depress the market price of
|
||
our common stock.
|
||
As of June 30, 2023, Swoosh, LLC beneficially owned approximately 77% of our Class A Common Stock. If, on June 30, 2023, all
|
||
of these shares were converted into Class B Common Stock, Swoosh, LLC's commensurate ownership percentage of our Class
|
||
B Common Stock would be approximately 16%. The shares are available for resale, subject to the requirements of the U.S.
|
||
securities laws and the terms of the limited liability company agreement governing S woosh, LLC. The sale or prospect of a sale of
|
||
a substantial number of these shares could have an adverse effect on the market price of our common stock. Swoosh, LLC was
|
||
formed by Philip H. Knight, our Chairman Emeritus, to hold the majority of his shares of Class A Common Stock. Mr. Knight does
|
||
not have voting rights with respect to Swoosh, LLC, although Travis Knight, his son and a NIKE director, has a significant role in
|
||
the management of the Class A Common Stock owned by Swoosh, LLC.
|
||
Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and
|
||
limiting our financing options.
|
||
Our long-term debt is currently rated Investment Grade by Standard & Poor's and Moody's Investors Service. If our credit ratings
|
||
are lowered, borrowing costs for our existing facilities or for future long-term debt or short-term credit facilities may increase and
|
||
our financing options, including our access to credit or capital markets, could be adversely af fected. We may also be subject to
|
||
restrictive covenants that would reduce our flexibility to, among other things, incur additional indebtedness, make restricted
|
||
payments, pledge assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental
|
||
changes and enter into transactions with affiliates. Failure to comply with such covenants could result in a default, and as a result,
|
||
the commitments of our lenders under our credit agreements may be terminated and the maturity of amounts owed may be
|
||
accelerated. In addition, macroeconomic conditions, such as increased volatility or disruption in the credit or capital markets,
|
||
could adversely affect our ability to refinance existing debt.
|
||
If our internal controls are ineffective, our operating results could be adversely affected.
|
||
Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including
|
||
the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide
|
||
only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the
|
||
adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience
|
||
NIKE, INC. 22difficulties in their implementation, our business and operating results could be harmed and we could fail to meet our financial
|
||
reporting obligations.
|
||
If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our operating results
|
||
could be adversely affected.
|
||
The preparation of financial statements in conformity with accounting principles generally accepted in the United S tates requires
|
||
management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and
|
||
accompanying notes. We base our estimates on historical experience and on various other assumptions we believe to be
|
||
reasonable under the circumstances, as provided in "Management's Discussion and Analysis of Financial Condition and Results
|
||
of Operations". The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities
|
||
and equity, and the amount of revenues and expenses that are not readily apparent from other sources. Significant assumptions
|
||
and estimates used in preparing our consolidated financial statements include those related to revenue recognition, inventory
|
||
reserves, hedge accounting for derivatives, income taxes and other contingencies. Our operating results may be adversely
|
||
affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our
|
||
operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class
|
||
B Common Stock.
|
||
Anti-takeover provisions may impair an acquisition of the Company or reduce the price of our common stock.
|
||
There are provisions within our articles of incorporation and Oregon law intended to protect shareholder interests by providing the
|
||
Board of Directors a means to attempt to deny coercive takeover attempts or to negotiate with a potential acquirer in order to
|
||
obtain more favorable terms. Such provisions include a control share acquisition statute, a freeze-out statute, two classes of
|
||
stock that vote separately on certain issues, and the fact that holders of Class A Common Stock elect three-quarters of the Board
|
||
of Directors rounded down to the next whole number. However, such provisions could discourage, delay or prevent an unsolicited
|
||
merger, acquisition or other change in control of the Company that some shareholders might believe to be in their best interests
|
||
or in which shareholders might receive a premium for their common stock over the prevailing market price. These provisions
|
||
could also discourage proxy contests for control of the Company.
|
||
We may fail to meet market expectations, which could cause the price of our stock to decline.
|
||
Our Class B Common Stock is traded publicly, and at any given time various securities analysts follow our financial results and
|
||
issue reports on us. These reports include information about our historical financial results as well as analysts' opinions of our
|
||
future performance, which may, in part, be based upon any guidance we have provided. Analysts' estimates are often different
|
||
from our estimates or expectations. If our operating results are below the estimates or expectations of public market analysts and
|
||
investors, our stock price could decline. In the past, securities class action litigation has been brought against NIK E and other
|
||
companies following a decline in the market price of their securities. If our stock price is volatile for any reason, we may become
|
||
involved in this type of litigation in the future. Any litigation could result in reputational damage, substantial costs and a diversion
|
||
of management's attention and resources needed to successfully run our business.
|
||
2023 FORM 10-K 23 ITEM 1B. UNRESOLVED STAFF COMMENTS
|
||
None.
|
||
ITEM 2. PROPERTIES
|
||
The following is a summary of principal properties owned or leased by NIK E:
|
||
The NIKE World Campus, owned by NIKE and located near Beaverton, Oregon, USA, is an approximately 400-acre site
|
||
consisting of over 40 buildings which, together with adjacent leased properties, functions as our world headquarters and is
|
||
occupied by approximately 11,400 employees engaged in management, research, design, development, marketing, finance and
|
||
other administrative functions serving nearly all of our segments. W e lease a similar, but smaller, administrative facility in
|
||
Hilversum, the Netherlands, which serves as the headquarters for our E urope, Middle East & Africa geography and management
|
||
of certain brand functions for our non-U.S. operations. We also lease an office complex in Shanghai, China, our headquarters for
|
||
our Greater China geography, occupied by employees focused on implementing our wholesale, NIKE Direct and merchandising
|
||
strategies in the region, among other functions.
|
||
In the United States, NIKE has eight significant distribution centers. Five are located in or near Memphis, Tennessee, two of
|
||
which are owned and three of which are leased. Two other distribution centers, one located in Indianapolis, Indiana and one
|
||
located in Dayton, Tennessee, are leased and operated by third-party logistics providers. One distribution center for Converse is
|
||
located in Ontario, California, which is leased. NIKE has a number of distribution facilities outside the United States, some of
|
||
which are leased and operated by third-party logistics providers. The most significant distribution facilities outside the United
|
||
States are located in Laakdal, Belgium; Taicang, China; Tomisato, Japan and Icheon, Korea, all of which we own.
|
||
Air Manufacturing Innovation manufactures cushioning components used in footwear at NIKE-owned and leased facilities located
|
||
near Beaverton, Oregon, and in Dong Nai Province, Vietnam, as well as at NIKE-owned facilities in St. Charles, Missouri.
|
||
Aside from the principal properties described above, we lease many offices worldwide for sales and administrative purposes. We
|
||
lease approximately 1,027 retail stores worldwide, which primarily consist of factory stores. See "United States Market" and
|
||
"International Markets" for additional information regarding our retail stores. Our leases expire at various dates through the fiscal
|
||
year 2052.
|
||
ITEM 3. LEGAL PROCEEDINGS
|
||
We do not believe there are any material pending legal proceedings, other than ordinary routine litigation incidental to our
|
||
business, to which we are a party or of which any of our property is the subject. Refer to Note 16 — Commitments and
|
||
Contingencies in the accompanying Notes to the Consolidated Financial Statements for further information.
|
||
ITEM 4. MINE SAFETY DISCLOSURES
|
||
Not applicable.
|
||
NIKE, INC. 24PART II
|
||
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
|
||
RELATED STOCKHOLDER MATTERS AND ISSUER
|
||
PURCHASES OF EQUITY SECURITIES
|
||
NIKE's Class B Common Stock is listed on the New York Stock Exchange and trades under the symbol NKE. At July 12, 2023,
|
||
there were 21,813 holders of record of NIKE's Class B Common Stock and 15 holders of record of NIKE's Class A Common
|
||
Stock. These figures do not include beneficial owners who hold shares in nominee name. The Class A Common Stock is not
|
||
publicly traded, but each share is convertible upon request of the holder into one share of Class B Common Stock. Refer to our
|
||
Consolidated Statements of Shareholders' Equity for dividends declared on the Class A and Class B Common Stock.
|
||
In August 2022, the Company terminated the previous four-year, $15 billion share repurchase program approved by the Board of
|
||
Directors in June 2018. Prior to the program's termination, the Company purchased 6.5 million shares at an average price of
|
||
$109.85 per share for a total approximate cost of $710.0 million during the first quarter of fiscal 2023 and 83.8 million shares at
|
||
an average price of $111.82 per share for a total approximate cost of $9.4 billion during the term of this program.
|
||
Upon termination of the $15 billion program, the Company began purchasing shares under a new four-year , $18 billion share
|
||
repurchase program authorized by the Board of Directors in June 2022. As of May 31, 2023, the Company had repurchased 43.5
|
||
million shares at an average price of $110.38 per share for a total approximate cost of $4.8 billion under the new program.
|
||
Repurchases under the Company's new program will be made in open market or privately negotiated transactions in compliance
|
||
with the Securities and Exchange Commission Rule 10b-18, subject to market conditions, applicable legal requirements and
|
||
other relevant factors. The new share repurchase program does not obligate the Company to acquire any particular amount of
|
||
common stock, and it may be suspended at any time at the Company's discretion.
|
||
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
|
||
May 31, 2023:
|
||
PERIODTOTAL NUMBER OF
|
||
SHARES PURCHASEDAVERAGE PRICE
|
||
PAID PER SHAREAPPROXIMATE DOLLAR
|
||
VALUE OF SHARES THAT
|
||
MAY YET BE PURCHASED
|
||
UNDER THE PLANS
|
||
OR PROGRAMS
|
||
(IN MILLIONS)
|
||
March 1 — March 31, 2023 4,118,427 $ 120.04 $ 14,099
|
||
April 1 — April 30, 2023 3,282,288 $ 125.01 $ 13,689
|
||
May 1 — May 31, 2023 4,134,824 $ 118.30 $ 13,200
|
||
11,535,539 $ 120.83
|
||
2023 FORM 10-K 25 PERFORMANCE GRAPH
|
||
The following graph demonstrates a five-year comparison of cumulative total returns for NIK E's Class B Common Stock; the
|
||
Standard & Poor's 500 Stock Index; the Dow Jones U.S. Footwear Index; and the Standard & Poor's Apparel, Accessories &
|
||
Luxury Goods Index. The graph assumes an investment of $100 on May 31, 2018, in each of the indices and our Class B
|
||
Common Stock. Each of the indices assumes that all dividends were reinvested on the day of issuance.
|
||
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG NIKE, INC.; S&P 500 INDEX; THE DOW JONES U.S. FOOTWEAR
|
||
INDEX; AND S&P APPAREL, ACCESSORIES & LUXURY GOODS INDEX
|
||
The Dow Jones U.S. Footwear Index consists of NIKE, Crocs Inc., Deckers Outdoor Corporation and Skechers U.S.A., Inc.
|
||
Because NIKE is part of the Dow Jones U.S. Footwear Index, the price and returns of NIKE stock have a substantial effect on this
|
||
index. The Standard & Poor's Apparel, Accessories & Luxury Goods Index consists of Ralph Lauren Corporation, Tapestry, Inc.
|
||
and V.F. Corporation. The Dow Jones U.S. Footwear Index and the Standard & Poor's Apparel, Accessories & Luxury Goods
|
||
Index include companies in two major lines of business in which the Company competes. The indices do not encompass all of the
|
||
Company's competitors, nor all product categories and lines of business in which the Company is engaged.
|
||
The stock performance shown on the performance graph above is not necessarily indicative of future performance. The Company
|
||
will not make or endorse any predictions as to future stock performance.
|
||
The performance graph above is being furnished solely to accompany this Annual Report pursuant to Item 201(e) of Regulation
|
||
S-K, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
|
||
incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general
|
||
incorporation language in such filing.
|
||
NIKE, INC. 26$0$20$40$60$80$100$120$140$160$180$200$220
|
||
2018 2019 2020 2021 2022 2023
|
||
NIKE, Inc. S&P 500 INDEX - TOTAL RETURN
|
||
DOW JONES US FOOTWEAR INDEX S&P 500 APPAREL, ACCESSORIES & LUXURY GOODS INDEXITEM 6. [RESERVED]
|
||
2023 FORM 10-K 27 ITEM 7. 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. W e sell our products through NIKE Direct operations, which is
|
||
comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital"), to
|
||
wholesale accounts and to 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 long-term revenue growth by creating innovative, "must-have"
|
||
products, building deep personal consumer connections with our brands and delivering compelling consumer experiences
|
||
through digital platforms and at retail.
|
||
Through the Consumer Direct Acceleration strategy, we are focused on creating the marketplace of the future with more
|
||
premium, consistent and seamless consumer experiences, leading with digital and our owned stores, as well as select wholesale
|
||
partners. In addition, our product creation and marketing organizations are aligned to a consumer construct focused on sports
|
||
dimensions through Men's, Women's and Kids', which allows us to better serve consumer needs. We continue to invest in a new
|
||
Enterprise Resource Planning Platform, data and analytics, demand sensing, insight gathering, and other areas to create an end-
|
||
to-end technology foundation, which we believe will further accelerate our digital transformation. W e believe this unified approach
|
||
will accelerate growth and unlock more efficiency for our business, while driving speed and responsiveness as we serve
|
||
consumers globally.
|
||
FINANCIAL HIGHLIGHTS
|
||
•In fiscal 2023, NIKE, Inc. achieved record Revenues of $51.2 billion, which increased 10% and 16% on a reported and
|
||
currency-neutral basis, respectively
|
||
•NIKE Direct revenues grew 14% from $18.7 billion in fiscal 2022 to $21.3 billion in fiscal 2023, and represented
|
||
approximately 44% of total NIKE Brand revenues for fiscal 2023
|
||
•Gross margin for the fiscal year decreased 250 basis points to 43.5% primarily driven by higher product costs, higher
|
||
markdowns and unfavorable changes in foreign currency exchange rates, partially of fset by strategic pricing actions
|
||
•Inventories as of May 31, 2023 were $8.5 billion, flat compared to the prior year, driven by the actions we took throughout
|
||
fiscal 2023 to manage inventory levels
|
||
•We returned $7.5 billion to our shareholders in fiscal 2023 through share repurchases and dividends
|
||
•Return on Invested Capital ("ROIC") as of May 31, 2023 was 31.5% compared to 46.5% as of May 31, 2022. ROIC is
|
||
considered a non-GAAP financial measure, see "Use of Non-GAAP Financial Measures" for further information.
|
||
For discussion related to the results of operations and changes in financial condition for fiscal 2022 compared to fiscal 2021 refer
|
||
to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our fiscal 2022
|
||
Form 10-K, which was filed with the United States Securities and Exchange Commission on July 21, 2022.
|
||
CURRENT ECONOMIC CONDITIONS AND MARKET DYNAMICS
|
||
• Consumer Spending: Our fiscal 2023 growth in Revenues reflects strong demand for our products despite ongoing
|
||
uncertainty in the global economy . We will continue to closely monitor macroeconomic conditions, including potential impacts
|
||
of inflation and rising interest rates on consumer behavior.
|
||
• Inflationary Pressures: Inflationary pressures, including higher product input, freight and logistics costs negatively
|
||
impacted gross margin for fiscal 2023. The strategic pricing actions we have taken partially offset the impacts of these higher
|
||
costs.
|
||
• Supply Chain Volatility: Supply chain challenges, macroeconomic conditions and the impact of the COVID-19 pandemic
|
||
on the manufacturing of our product disrupted the flow of seasonal product in fiscal 2022 and the first quarter of fiscal 2023,
|
||
resulting in elevated inventory levels at the end of the first quarter of fiscal 2023. Throughout fiscal 2023, we took action to
|
||
reduce excess inventory by decreasing future inventory purchases and increasing promotional activity . These actions, along
|
||
with the stabilization of inventory transit times in the second and third quarters of fiscal 2023, resulted in the normalization of
|
||
the seasonal flow of product in the fourth quarter of fiscal 2023.
|
||
NIKE, INC. 28• COVID-19 Impacts in Greater China: During the first and second quarters of fiscal 2023, we managed through continued
|
||
temporary store closures and reduced retail traffic in Greater China, primarily due to COVID-19 related local government
|
||
restrictions. At the beginning of the third quarter of fiscal 2023, the government mandated restrictions were lifted and we
|
||
experienced improvement in physical retail traffic.
|
||
• Foreign Currency Impacts: As a global company with significant operations outside the United States, we are exposed to
|
||
risk arising from foreign currency exchange rates. For fiscal 2023, fluctuations in foreign currency exchange rates negatively
|
||
impacted our reported Revenues by approximately $2,859 million, reducing our revenue growth rate to 10% on a reported
|
||
basis from 16% on a currency-neutral basis. Foreign currency impacts, net of hedges, also reduced our reported Income
|
||
before income taxes by approximately $1,023 million. For further information, refer to "Foreign Currency Exposures and
|
||
Hedging Practices".
|
||
The operating environment could remain volatile in fiscal 2024 as the risk exists that worsening macroeconomic conditions could
|
||
have a material adverse impact on our future revenue growth as well as overall profitability . For more information refer to Item 1A
|
||
Risk Factors, within Part I, Item 1. Business.
|
||
RECENT DEVELOPMENTS
|
||
During the first and second quarters of fiscal 2023, we completed the sale of our entity in Chile and our entities in Argentina and
|
||
Uruguay to third-party distributors, respectively. Now that we have completed the shift from a wholesale and direct to consumer
|
||
operating model to a distributor model within our Central and South America ("CASA") territory, we expect consolidated NIKE,
|
||
Inc. and Asia Pacific & Latin America ("APLA") revenue growth will be reduced due to different commercial terms. However, over
|
||
time we expect the future operating model to have a favorable impact on our overall profitability as we reduce selling and
|
||
administrative expenses, as well as reduce exposure to foreign exchange rate volatility .
|
||
USE OF NON-GAAP FINANCIAL MEASURES
|
||
Throughout this Annual Report on Form 10-K, 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 Consolidated Statements of Income. Total NIKE, Inc. EBIT for fiscal 2023 and fiscal 2022 is as follows:
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Net income $ 5,070 $ 6,046
|
||
Add: Interest expense (income), net (6) 205
|
||
Add: Income tax expense 1,131 605
|
||
Earnings before interest and taxes $ 6,195 $ 6,856
|
||
EBIT Margin : Calculated as total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues. Our EBIT Margin calculation for fiscal
|
||
2023 and fiscal 2022 is as follows:
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Numerator
|
||
Earnings before interest and taxes $ 6,195 $ 6,856
|
||
Denominator
|
||
Total NIKE, Inc. Revenues $ 51,217 $ 46,710
|
||
EBIT Margin 12.1 % 14.7 %
|
||
2023 FORM 10-K 29 Return on Invested Capital ("ROIC") : Represents a performance measure that management believes is useful information in
|
||
understanding the Company's ability to effectively manage invested capital. Our ROIC calculation as of May 31, 2023 and 2022 is
|
||
as follows:
|
||
FOR THE TRAILING FOUR
|
||
QUARTERS ENDED
|
||
(Dollars in millions) MAY 31, 2023 MAY 31, 2022
|
||
Numerator
|
||
Net income $ 5,070 $ 6,046
|
||
Add: Interest expense (income), net (6) 205
|
||
Add: Income tax expense 1,131 605
|
||
Earnings before interest and taxes 6,195 6,856
|
||
Income tax adjustment(1) (1,130) (624)
|
||
Earnings before interest and after taxes $ 5,065 $ 6,232
|
||
AVERAGE FOR THE TRAILING FIVE
|
||
QUARTERS ENDED
|
||
MAY 31, 2023 MAY 31, 2022
|
||
Denominator
|
||
Total debt(2)$ 12,491 $ 12,722
|
||
Add: Shareholders' equity 14,982 14,425
|
||
Less: Cash and equivalents and Short-term investments 11,394 13,748
|
||
Total invested capital $ 16,079 $ 13,399
|
||
RETURN ON INVESTED CAPITAL 31.5 % 46.5 %
|
||
(1) Equals Earnings before interest and taxes multiplied by the effective tax rate as of the respective quarter end.
|
||
(2) Total debt includes the following: 1) Current portion of long-term debt, 2) Notes Payable, 3) Current portion of operating lease liabilities, 4) Long-term
|
||
debt and 5) Operating lease liabilities.
|
||
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.
|
||
Wholesale equivalent revenues : References to wholesale equivalent revenues are intended to provide context as to the total
|
||
size of our NIKE Brand market footprint if we had no NIKE Direct operations. NIKE Brand wholesale equivalent revenues consist
|
||
of (1) sales to external wholesale customers and (2) internal sales from our wholesale operations to our NIK E Direct operations,
|
||
which are charged at prices comparable to those charged to external wholesale customers.
|
||
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 includes revenues from stores that were temporarily closed during the
|
||
period as a result of COVID-19. Comparable store sales represents a performance metric that we believe is useful information for
|
||
management and investors in understanding the performance of our established NIK E-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.
|
||
NIKE, INC. 30RESULTS OF OPERATIONS
|
||
(Dollars in millions, except per share data) FISCAL 2023 FISCAL 2022 % CHANGE FISCAL 2021 % CHANGE
|
||
Revenues $ 51,217 $ 46,710 10 % $ 44,538 5 %
|
||
Cost of sales 28,925 25,231 15 % 24,576 3 %
|
||
Gross profit 22,292 21,479 4 % 19,962 8 %
|
||
Gross margin 43.5 % 46.0 % 44.8 %
|
||
Demand creation expense 4,060 3,850 5 % 3,114 24 %
|
||
Operating overhead expense 12,317 10,954 12 % 9,911 11 %
|
||
Total selling and administrative expense 16,377 14,804 11 % 13,025 14 %
|
||
% of revenues 32.0 % 31.7 % 29.2 %
|
||
Interest expense (income), net (6) 205 — 262 —
|
||
Other (income) expense, net (280) (181) — 14 —
|
||
Income before income taxes 6,201 6,651 -7 % 6,661 0 %
|
||
Income tax expense 1,131 605 87 % 934 -35 %
|
||
Effective tax rate 18.2 % 9.1 % 14.0 %
|
||
NET INCOME $ 5,070 $ 6,046 -16 % $ 5,727 6 %
|
||
Diluted earnings per common share $ 3.23 $ 3.75 -14 % $ 3.56 5 %
|
||
|
||
2023 FORM 10-K 31 CONSOLIDATED OPERATING RESULTS
|
||
REVENUES
|
||
(Dollars in millions)FISCAL
|
||
2023FISCAL
|
||
2022%
|
||
CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES(1)FISCAL
|
||
2021%
|
||
CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES(1)
|
||
NIKE, Inc. Revenues:
|
||
NIKE Brand Revenues by:
|
||
Footwear $ 33,135 $ 29,143 14 % 20 % $ 28,021 4 % 4 %
|
||
Apparel 13,843 13,567 2 % 8 % 12,865 5 % 6 %
|
||
Equipment 1,727 1,624 6 % 13 % 1,382 18 % 18 %
|
||
Global Brand Divisions(2) 58 102 -43 % -43 % 25 308 % 302 %
|
||
Total NIKE Brand Revenues $ 48,763 $ 44,436 10 % 16 % $ 42,293 5 % 6 %
|
||
Converse 2,427 2,346 3 % 8 % 2,205 6 % 7 %
|
||
Corporate(3) 27 (72) — — 40 — —
|
||
TOTAL NIKE, INC. REVENUES $ 51,217 $ 46,710 10 % 16 % $ 44,538 5 % 6 %
|
||
Supplemental NIKE Brand Revenues Details:
|
||
NIKE Brand Revenues by:
|
||
Sales to Wholesale Customers $ 27,397 $ 25,608 7 % 14 % $ 25,898 -1 % -1 %
|
||
Sales through NIKE Direct 21,308 18,726 14 % 20 % 16,370 14 % 15 %
|
||
Global Brand Divisions(2) 58 102 -43 % -43 % 25 308 % 302 %
|
||
TOTAL NIKE BRAND REVENUES $ 48,763 $ 44,436 10 % 16 % $ 42,293 5 % 6 %
|
||
NIKE Brand Revenues on a Wholesale Equivalent
|
||
Basis(1):
|
||
Sales to Wholesale Customers $ 27,397 $ 25,608 7 % 14 % $ 25,898 -1 % -1 %
|
||
Sales from our Wholesale Operations to NIKE Direct
|
||
Operations 12,730 10,543 21 % 27 % 9,872 7 % 7 %
|
||
TOTAL NIKE BRAND WHOLESALE EQUIVALENT
|
||
REVENUES $ 40,127 $ 36,151 11 % 18 % $ 35,770 1 % 1 %
|
||
NIKE Brand Wholesale Equivalent Revenues by:(1),(4)
|
||
Men's $ 20,733 $ 18,797 10 % 17 % $ 18,391 2 % 3 %
|
||
Women's 8,606 8,273 4 % 11 % 8,225 1 % 1 %
|
||
NIKE Kids' 5,038 4,874 3 % 10 % 4,882 0 % 0 %
|
||
Jordan Brand 6,589 5,122 29 % 35 % 4,780 7 % 7 %
|
||
Others(5) (839) (915) 8 % -3 % (508) -80 % -79 %
|
||
TOTAL NIKE BRAND WHOLESALE EQUIVALENT
|
||
REVENUES $ 40,127 $ 36,151 11 % 18 % $ 35,770 1 % 1 %
|
||
(1) The percent change excluding currency changes and the presentation of wholesale equivalent revenues represent non-GAAP financial measures. For
|
||
further 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.
|
||
(4) As a result of the Consumer Direct Acceleration strategy, announced in fiscal 2021, the Company is now organized around a consumer construct of
|
||
Men's, Women's and Kids'. Beginning in the first quarter of fiscal 2022, unisex products are classified within Men's, and Jordan Brand revenues are
|
||
separately reported. Certain prior year amounts were reclassified to conform to fiscal 2022 presentation. These changes had no impact on previously
|
||
reported consolidated results of operations or shareholders' equity.
|
||
(5) Others include products not allocated to Men's, Women's, NIKE Kids' and Jordan Brand, as well as certain adjustments that are not allocated to
|
||
products designated by consumer.
|
||
NIKE, INC. 32FISCAL 2023 NIKE BRAND REVENUE HIGHLIGHTS
|
||
The following tables present NIKE Brand revenues disaggregated by reportable operating segment, distribution channel and
|
||
major product line:
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
•NIKE, Inc. Revenues were $51.2 billion in fiscal 2023, which increased 10% and 16% compared to fiscal 2022 on a reported
|
||
and currency-neutral basis, respectively. The increase was due to higher revenues in North America, Europe, Middle East &
|
||
Africa ("EMEA"), APLA and Greater China, which contributed approximately 7, 6, 2 and 1 percentage points to NIKE, Inc.
|
||
Revenues, respectively.
|
||
•NIKE Brand revenues, which represented over 90% of NIKE, Inc. Revenues, increased 10% and 16% on a reported and
|
||
currency-neutral basis, respectively. This increase was primarily due to higher revenues in Men's, the Jordan Brand,
|
||
Women's and Kids' which grew 17%, 35%,11% and 10%, respectively, on a wholesale equivalent basis.
|
||
•NIKE Brand footwear revenues increased 20% on a currency-neutral basis, due to higher revenues in Men's, the
|
||
Jordan Brand, Women's and Kids'. Unit sales of footwear increased 13%, while higher average selling price ("ASP")
|
||
per pair contributed approximately 7 percentage points of footwear revenue growth. Higher ASP was primarily due to
|
||
higher full-price ASP, net of discounts, on a wholesale equivalent basis, and growth in the size of our NIKE Direct
|
||
business, partially offset by lower NIKE Direct ASP.
|
||
•NIKE Brand apparel revenues increased 8% on a currency-neutral basis, primarily due to higher revenues in Men's.
|
||
Unit sales of apparel increased 4%, while higher ASP per unit contributed approximately 4 percentage points of
|
||
apparel revenue growth. Higher ASP was primarily due to higher full-price ASP and growth in the size of our NIKE
|
||
Direct business, partially offset by lower NIKE Direct ASP, reflecting higher promotional activity.
|
||
•NIKE Direct revenues increased 14% from $18.7 billion in fiscal 2022 to $21.3 billion in fiscal 2023. On a currency-neutral
|
||
basis, NIKE Direct revenues increased 20% primarily driven by NIKE Brand Digital sales growth of 24%, comparable store
|
||
sales growth of 14% and the addition of new stores. For further information regarding comparable store sales, including the
|
||
definition, see "Comparable Store Sales". NIKE Brand Digital sales were $12.6 billion for fiscal 2023 compared to
|
||
$10.7 billion for fiscal 2022.
|
||
2023 FORM 10-K 33 28%
|
||
EMEA13%
|
||
APLA44%
|
||
North
|
||
America
|
||
15%
|
||
Greater
|
||
China56%
|
||
Wholesale
|
||
44%
|
||
NIKE
|
||
Direct28%
|
||
Apparel4%
|
||
Equipment68%
|
||
FootwearGROSS MARGIN
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
For fiscal 2023, our consolidated gross profit increased 4% to $22,292 million compared to $21,479 million for fiscal 2022. Gross
|
||
margin decreased 250 basis points to 43.5% for fiscal 2023 compared to 46.0% for fiscal 2022 due to the following:
|
||
*Wholesale equivalent
|
||
The decrease in gross margin for fiscal 2023 was primarily due to:
|
||
•Higher NIKE Brand product costs, on a wholesale equivalent basis, primarily due to higher input costs and elevated inbound
|
||
freight and logistics costs as well as product mix;
|
||
•Lower margin in our NIKE Direct business, driven by higher promotional activity to liquidate inventory in the current period
|
||
compared to lower promotional activity in the prior period resulting from lower available inventory supply;
|
||
•Unfavorable changes in net foreign currency exchange rates, including hedges; and
|
||
•Lower off-price margin, on a wholesale equivalent basis.
|
||
This was partially offset by:
|
||
•Higher NIKE Brand full-price ASP, net of discounts, on a wholesale equivalent basis, due primarily to strategic pricing actions
|
||
and product mix; and
|
||
•Lower other costs, primarily due to higher inventory obsolescence reserves recognized in Greater China in the fourth quarter
|
||
of fiscal 2022.
|
||
TOTAL SELLING AND ADMINISTRATIVE EXPENSE
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE FISCAL 2021 % CHANGE
|
||
Demand creation expense(1)$ 4,060 $ 3,850 5% $ 3,114 24%
|
||
Operating overhead expense 12,317 10,954 12% 9,911 11%
|
||
Total selling and administrative expense $ 16,377 $ 14,804 11% $ 13,025 14%
|
||
% of revenues 32.0 % 31.7 % 30 bps 29.2 % 250 bps
|
||
(1) Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary product, television,
|
||
digital and print advertising and media costs, brand events and retail brand presentation.
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
Demand creation expense increased 5% for fiscal 2023, primarily due to higher advertising and marketing expense and higher
|
||
sports marketing expense. Changes in foreign currency exchange rates decreased Demand creation expense by approximately 4
|
||
percentage points.
|
||
Operating overhead expense increased 12%, primarily due to higher wage-related expenses, NIKE Direct variable costs,
|
||
strategic technology enterprise investments and other administrative costs. Changes in foreign currency exchange rates
|
||
decreased Operating overhead expense by approximately 3 percentage points.
|
||
NIKE, INC. 34%43.5
|
||
(1.0)3.1(3.3)
|
||
0.1
|
||
(0.4)(1.0)46.0
|
||
FY 23 FULL PRICE NIKE
|
||
BRAND AVERAGE
|
||
SELLING PRICE
|
||
(NET OF
|
||
DISCOUNTS)*FOREIGN CURRENCY
|
||
EXCHANGE RATES
|
||
(INCL. HEDGES)OTHER COSTS OFF-PRICE* NIKE DIRECT FY 22 NIKE BRAND
|
||
PRODUCT COSTS*40.042.044.046.048.0OTHER (INCOME) EXPENSE, NET
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 FISCAL 2021
|
||
Other (income) expense, net $ (280) $ (181) $ 14
|
||
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 that are outside the normal course of business.
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
Other (income) expense, net increased from $181 million of other income, net in fiscal 2022 to $280 million in the current fiscal
|
||
year, primarily due to a net favorable change in foreign currency conversion gains and losses, including hedges, and the one-time
|
||
charge related to the deconsolidation of our Russian operations recognized in the prior year . This increase was partially offset by
|
||
net unfavorable activity related to our strategic distributor partnership transition within APLA, including the loss recognized upon
|
||
the completion of the sale of our entities in Argentina and Uruguay to a third-party distributor in the second quarter of fiscal 2023.
|
||
For more information related to our distributor partnership transition within APLA, see Note 18 — Acquisitions and Divestitures
|
||
within the accompanying Notes to the Consolidated Financial Statements.
|
||
We estimate the combination of the translation of foreign currency-denominated profits from our international businesses, and the
|
||
year-over-year change in foreign currency-related gains and losses included in Other (income) expense, net had an unfavorable
|
||
impact on our Income before income taxes of $1,023 million for fiscal 2023.
|
||
INCOME TAXES
|
||
FISCAL 2023 FISCAL 2022 % CHANGE FISCAL 2021 % CHANGE
|
||
Effective tax rate 18.2 % 9.1 % 910 bps 14.0 % (490) bps
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
Our effective tax rate was 18.2% for fiscal 2023, compared to 9.1% for fiscal 2022, primarily due to decreased benefits from
|
||
stock-based compensation and a non-cash, one-time benefit in the prior year related to the onshoring of certain non-U.S .
|
||
intangible property ownership rights.
|
||
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions,
|
||
changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement
|
||
income," which is effective for NIKE beginning June 1, 2023. Based on our current analysis of the provisions, we do not expect
|
||
these tax law changes to have a material impact on our financial statements; however, we will continue to evaluate their impact
|
||
as further information becomes available.
|
||
2023 FORM 10-K 35 OPERATING SEGMENTS
|
||
As discussed in Note 15 — Operating Segments and Related Information in the accompanying Notes to the 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:
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES(1)FISCAL 2021 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES(1)
|
||
North America $ 21,608 $ 18,353 18 % 18 % $ 17,179 7 % 7 %
|
||
Europe, Middle East & Africa 13,418 12,479 8 % 21 % 11,456 9 % 12 %
|
||
Greater China 7,248 7,547 -4 % 4 % 8,290 -9 % -13 %
|
||
Asia Pacific & Latin America(2) 6,431 5,955 8 % 17 % 5,343 11 % 16 %
|
||
Global Brand Divisions(3) 58 102 -43 % -43 % 25 308 % 302 %
|
||
TOTAL NIKE BRAND $ 48,763 $ 44,436 10 % 16 % $ 42,293 5 % 6 %
|
||
Converse 2,427 2,346 3 % 8 % 2,205 6 % 7 %
|
||
Corporate(4) 27 (72) — — 40 — —
|
||
TOTAL NIKE, INC. REVENUES $ 51,217 $ 46,710 10 % 16 % $ 44,538 5 % 6 %
|
||
(1) The percent change excluding currency changes represents a non-GAAP financial measure. For further information, see "Use of Non-GAAP Financial
|
||
Measures".
|
||
(2) For additional information on the transition of our NIKE Brand businesses within our CASA territory to a third-party distributor, see Note 18 —
|
||
Acquisitions and Divestitures of the Notes to Consolidated Financial Statements contained in Item 8 of this Annual Report.
|
||
(3) Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.
|
||
(4) Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand
|
||
geographic operating segments and Converse, but managed through our central foreign exchange risk management program.
|
||
The primary financial measure used by the Company to evaluate performance is Earnings Before Interest and Taxes ("EBIT"). As
|
||
discussed in Note 15 — Operating Segments and Related Information in the accompanying Notes to the Consolidated Financial
|
||
Statements, certain corporate costs are not included in EBIT.
|
||
The breakdown of EBIT is as follows:
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE FISCAL 2021 % CHANGE
|
||
North America $ 5,454 $ 5,114 7 % $ 5,089 0 %
|
||
Europe, Middle East & Africa 3,531 3,293 7 % 2,435 35 %
|
||
Greater China 2,283 2,365 -3 % 3,243 -27 %
|
||
Asia Pacific & Latin America 1,932 1,896 2 % 1,530 24 %
|
||
Global Brand Divisions (4,841) (4,262) -14 % (3,656) -17 %
|
||
TOTAL NIKE BRAND(1)$ 8,359 $ 8,406 -1 % $ 8,641 -3 %
|
||
Converse 676 669 1 % 543 23 %
|
||
Corporate (2,840) (2,219) -28 % (2,261) 2 %
|
||
TOTAL NIKE, INC. EARNINGS BEFORE
|
||
INTEREST AND TAXES(1)$ 6,195 $ 6,856 -10 % $ 6,923 -1 %
|
||
EBIT margin(1) 12.1 % 14.7 % 15.5 %
|
||
Interest expense (income), net (6) 205 — 262 —
|
||
TOTAL NIKE, INC. INCOME BEFORE INCOME
|
||
TAXES $ 6,201 $ 6,651 -7 % $ 6,661 0 %
|
||
(1) Total NIKE Brand EBIT, Total NIKE, Inc. EBIT and EBIT Margin represent non-GAAP financial measures. See "Use of Non-GAAP Financial Measures"
|
||
for further information.
|
||
NIKE, INC. 36NORTH AMERICA
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES FISCAL 2021 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES
|
||
Revenues by:
|
||
Footwear $ 14,897 $ 12,228 22 % 22 % $ 11,644 5 % 5 %
|
||
Apparel 5,947 5,492 8 % 9 % 5,028 9 % 9 %
|
||
Equipment 764 633 21 % 21 % 507 25 % 25 %
|
||
TOTAL REVENUES $ 21,608 $ 18,353 18 % 18 % $ 17,179 7 % 7 %
|
||
Revenues by:
|
||
Sales to Wholesale Customers $ 11,273 $ 9,621 17 % 18 % $ 10,186 -6 % -6 %
|
||
Sales through NIKE Direct 10,335 8,732 18 % 18 % 6,993 25 % 25 %
|
||
TOTAL REVENUES $ 21,608 $ 18,353 18 % 18 % $ 17,179 7 % 7 %
|
||
EARNINGS BEFORE INTEREST
|
||
AND TAXES $ 5,454 $ 5,114 7 % $ 5,089 0 %
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
•North America revenues increased 18% on a currency-neutral basis, primarily due to higher revenues in Men's and the
|
||
Jordan Brand. NIKE Direct revenues increased 18%, driven by strong digital sales growth of 23%, comparable store sales
|
||
growth of 9% and the addition of new stores.
|
||
•Footwear revenues increased 22% on a currency-neutral basis, primarily due to higher revenues in Men's and the Jordan
|
||
Brand. Unit sales of footwear increased 17%, while higher ASP per pair contributed approximately 5 percentage points of
|
||
footwear revenue growth. Higher ASP per pair was primarily due to higher full-price ASP and growth in NIKE Direct, partially
|
||
offset by lower NIKE Direct ASP, reflecting higher promotional activity as well as lower available inventory supply in the prior
|
||
period and a lower mix of full-price sales.
|
||
•Apparel revenues increased 9% on a currency-neutral basis, primarily due to higher revenues in Men's. Unit sales of apparel
|
||
increased 7%, while higher ASP per unit contributed approximately 2 percentage points of apparel revenue growth. Higher
|
||
ASP per unit was primarily due to higher full-price ASP and growth in NIKE Direct, partially offset by lower NIKE Direct ASP,
|
||
reflecting higher promotional activity.
|
||
Reported EBIT increased 7% due to higher revenues and the following:
|
||
•Gross margin contraction of 310 basis points primarily due to higher product costs, reflecting higher input costs and inbound
|
||
freight and logistics costs and product mix, lower margins in NIK E Direct due to higher promotional activity and a lower mix
|
||
of full-price sales. This was partially offset by higher full-price ASP, net of discounts, largely due to strategic pricing actions
|
||
and product mix.
|
||
•Selling and administrative expense increased 15% due to higher operating overhead and demand creation expense. The
|
||
increase in operating overhead expense was primarily due to higher wage-related costs and higher NIKE Direct variable
|
||
costs, in part due to new store additions. Demand creation expense increased primarily due to higher sports marketing
|
||
expense and an increase in digital marketing.
|
||
2023 FORM 10-K 37 EUROPE, MIDDLE EAST & AFRICA
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES FISCAL 2021 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES
|
||
Revenues by:
|
||
Footwear $ 8,260 $ 7,388 12 % 25 % $ 6,970 6 % 9 %
|
||
Apparel 4,566 4,527 1 % 14 % 3,996 13 % 16 %
|
||
Equipment 592 564 5 % 18 % 490 15 % 17 %
|
||
TOTAL REVENUES $ 13,418 $ 12,479 8 % 21 % $ 11,456 9 % 12 %
|
||
Revenues by:
|
||
Sales to Wholesale Customers $ 8,522 $ 8,377 2 % 15 % $ 7,812 7 % 10 %
|
||
Sales through NIKE Direct 4,896 4,102 19 % 33 % 3,644 13 % 15 %
|
||
TOTAL REVENUES $ 13,418 $ 12,479 8 % 21 % $ 11,456 9 % 12 %
|
||
EARNINGS BEFORE INTEREST
|
||
AND TAXES $ 3,531 $ 3,293 7 % $ 2,435 35 %
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
•EMEA revenues increased 21% on a currency-neutral basis, due to higher revenues in Men's, the Jordan Brand, Women's
|
||
and Kids'. NIKE Direct revenues increased 33%, driven primarily by strong digital sales growth of 43% and comparable store
|
||
sales growth of 22%.
|
||
•Footwear revenues increased 25% on a currency-neutral basis, due to higher revenues in Men's, the Jordan Brand,
|
||
Women's and Kids'. Unit sales of footwear increased 9%, while higher ASP per pair contributed approximately 16
|
||
percentage points of footwear revenue growth. Higher ASP per pair was primarily due to higher full-price ASP and growth in
|
||
NIKE Direct.
|
||
•Apparel revenues increased 14% on a currency-neutral basis, primarily due to higher revenues in Men's. Unit sales of
|
||
apparel increased 2%, while higher ASP per unit contributed approximately 12 percentage points of apparel revenue growth.
|
||
Higher ASP per unit was primarily due to higher full-price ASP and growth in NIKE Direct, partially offset by lower NIKE
|
||
Direct ASP, reflecting higher promotional activity.
|
||
Reported EBIT increased 7% due to higher revenues and the following:
|
||
•Gross margin contraction of 60 basis points primarily due to higher product costs reflecting higher input costs, inbound
|
||
freight and logistics costs and product mix, higher other costs and unfavorable changes in standard foreign currency
|
||
exchange rates. This was partially offset by higher full-price ASP, net of discounts, primarily due to strategic pricing actions
|
||
and product mix.
|
||
•Selling and administrative expense increased 4% due to higher operating overhead and demand creation expense.
|
||
Operating overhead expense increased primarily due to higher wage-related expenses and other administrative costs,
|
||
partially offset by favorable changes in foreign currency exchange rates. Demand creation expense increased primarily due
|
||
to higher advertising and marketing expense, partially offset by favorable changes in foreign currency exchange rates.
|
||
NIKE, INC. 38 GREATER CHINA
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES FISCAL 2021 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES
|
||
Revenues by:
|
||
Footwear $ 5,435 $ 5,416 0 % 8 % $ 5,748 -6 % -10 %
|
||
Apparel 1,666 1,938 -14 % -7 % 2,347 -17 % -21 %
|
||
Equipment 147 193 -24 % -18 % 195 -1 % -6 %
|
||
TOTAL REVENUES $ 7,248 $ 7,547 -4 % 4 % $ 8,290 -9 % -13 %
|
||
Revenues by:
|
||
Sales to Wholesale Customers $ 3,866 $ 4,081 -5 % 2 % $ 4,513 -10 % -14 %
|
||
Sales through NIKE Direct 3,382 3,466 -2 % 5 % 3,777 -8 % -12 %
|
||
TOTAL REVENUES $ 7,248 $ 7,547 -4 % 4 % $ 8,290 -9 % -13 %
|
||
EARNINGS BEFORE INTEREST
|
||
AND TAXES $ 2,283 $ 2,365 -3 % $ 3,243 -27 %
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
•Greater China revenues increased 4% on a currency-neutral basis, primarily due to higher revenues in the Jordan Brand,
|
||
partially offset by lower revenues in Men's and Women's. NIKE Direct revenues increased 5%, due to comparable store
|
||
sales growth of 9% and the addition of new stores, partially offset by digital sales declines of 4%.
|
||
•Footwear revenues increased 8% on a currency-neutral basis, primarily due to higher revenues in the Jordan Brand and
|
||
Men's. Unit sales of footwear increased 7%, while higher ASP per pair contributed approximately 1 percentage point of
|
||
footwear revenue growth. Higher ASP per pair was primarily due to higher NIKE Direct ASP and a higher mix of full-price
|
||
sales, largely offset by a lower mix of NIKE Direct sales.
|
||
•Apparel revenues decreased 7% on a currency-neutral basis, primarily due to lower revenues in Men's and Women's. Unit
|
||
sales of apparel decreased 8%, while higher ASP per unit contributed approximately 1 percentage point of apparel revenue
|
||
growth. Higher ASP per unit was primarily due to a higher mix of full price sales, partially offset by lower off-price ASP.
|
||
Reported EBIT decreased 3% due to lower revenues and the following:
|
||
•Gross margin expansion of approximately 140 basis points, primarily due to higher inventory obsolescence reserves
|
||
recognized in the fourth quarter of fiscal 2022, favorable changes in standard foreign currency exchange rates and higher
|
||
full-price ASP, net of discounts, in part due to product mix. This was partially offset by higher product costs reflecting higher
|
||
input costs and product mix.
|
||
•Selling and administrative expense was flat due to increased operating overhead expense offset by lower demand creation
|
||
expense. The increase in operating overhead expense was primarily due to higher wage-related expenses and other
|
||
administrative costs, partially offset by favorable changes in foreign currency exchange rates. Demand creation expense
|
||
decreased primarily due to lower retail brand presentation costs, lower digital marketing and favorable changes in foreign
|
||
currency exchange rates, partially offset by higher advertising and marketing expense.
|
||
2023 FORM 10-K 39 ASIA PACIFIC & LATIN AMERICA
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES FISCAL 2021 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES
|
||
Revenues by:
|
||
Footwear $ 4,543 $ 4,111 11 % 19 % $ 3,659 12 % 17 %
|
||
Apparel 1,664 1,610 3 % 13 % 1,494 8 % 12 %
|
||
Equipment 224 234 -4 % 4 % 190 23 % 28 %
|
||
TOTAL REVENUES $ 6,431 $ 5,955 8 % 17 % $ 5,343 11 % 16 %
|
||
Revenues by:
|
||
Sales to Wholesale Customers $ 3,736 $ 3,529 6 % 14 % $ 3,387 4 % 8 %
|
||
Sales through NIKE Direct 2,695 2,426 11 % 22 % 1,956 24 % 30 %
|
||
TOTAL REVENUES $ 6,431 $ 5,955 8 % 17 % $ 5,343 11 % 16 %
|
||
EARNINGS BEFORE INTEREST
|
||
AND TAXES $ 1,932 $ 1,896 2 % $ 1,530 24 %
|
||
As discussed previously, our NIKE Brand business in Brazil transitioned to a distributor operating model during fiscal 2021. We
|
||
completed the sale of our entity in Chile and our entities in Argentina and Uruguay to third-party distributors in the first and
|
||
second quarters of fiscal 2023, respectively. The impacts of closing these transactions are included within Corporate and are not
|
||
reflected in the APLA operating segment results. This completed the transition of our NIKE Brand businesses within our CASA
|
||
marketplace, which now reflects a full distributor operating model. For more information see Note 18 — Acquisitions and
|
||
Divestitures within the accompanying Notes to the Consolidated Financial Statements.
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
•APLA revenues increased 17% on a currency-neutral basis due to higher revenues across nearly all territories, led by
|
||
Southeast Asia and India, Korea and Japan. The increase was partially offset by a decline in our CASA territory. Within our
|
||
CASA territory, the transition of our Chile, Argentina and Uruguay entities to a third-party distributor operating model reduced
|
||
APLA revenue growth by approximately 5 percentage points. Revenues increased primarily due to growth in Men's,
|
||
Women's and the Jordan Brand. NIKE Direct revenues increased 22%, driven by digital sales growth of 23% and
|
||
comparable store sales growth of 28%.
|
||
•Footwear revenues increased 19% on a currency-neutral basis, primarily due to higher revenues in Men's, Women's and the
|
||
Jordan Brand. Unit sales of footwear increased 16%, while higher ASP per pair contributed approximately 3 percentage
|
||
points of footwear revenue growth. Higher ASP per pair was primarily due to higher full-price ASP and growth in NIKE Direct,
|
||
partially offset by lower NIKE Direct ASP.
|
||
•Apparel revenues increased 13% on a currency-neutral basis, primarily due to higher revenues in Men's. Unit sales of
|
||
apparel increased 9%, while higher ASP per unit contributed approximately 4 percentage points of apparel revenue growth.
|
||
Higher ASP per unit was primarily due to higher full-price and off-price ASPs, partially offset by lower NIKE Direct ASP.
|
||
Reported EBIT increased 2% due to higher revenues and the following:
|
||
•Gross margin contraction of approximately 190 basis points primarily due to higher product costs, reflecting product mix and
|
||
higher input costs, as well as unfavorable changes in standard foreign currency exchange rates. This was partially offset by
|
||
higher full-price ASP, net of discounts, due to product mix and strategic pricing actions.
|
||
•Selling and administrative expense increased 8% due to higher operating overhead and demand creation expense.
|
||
Operating overhead expense increased primarily due to higher wage-related expenses and an increase in NIK E Direct
|
||
variable costs, partially offset by favorable changes in foreign currency exchange rates. Demand creation expense increased
|
||
primarily due to higher sports marketing expense and higher advertising and marketing expense, partially offset by favorable
|
||
changes in foreign currency exchange rates.
|
||
NIKE, INC. 40GLOBAL BRAND DIVISIONS
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES FISCAL 2021 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES
|
||
Revenues $ 58 $ 102 -43 % -43 % $ 25 308 % 302 %
|
||
Earnings (Loss) Before Interest and Taxes $ (4,841) $ (4,262) -14 % $ (3,656) -17 %
|
||
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.
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
Global Brand Divisions' loss before interest and taxes increased 14% for fiscal 2023 primarily due to a 12% increase in selling
|
||
and administrative expense from higher operating overhead expense largely driven by higher wage-related costs and strategic
|
||
technology enterprise investments.
|
||
CONVERSE
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES FISCAL 2021 % CHANGE% CHANGE
|
||
EXCLUDING
|
||
CURRENCY
|
||
CHANGES
|
||
Revenues by:
|
||
Footwear $ 2,155 $ 2,094 3 % 8 % $ 1,986 5 % 6 %
|
||
Apparel 90 103 -13 % -7 % 104 -1 % -3 %
|
||
Equipment 28 26 8 % 16 % 29 -10 % -16 %
|
||
Other(1) 154 123 25 % 25 % 86 43 % 42 %
|
||
TOTAL REVENUES $ 2,427 $ 2,346 3 % 8 % $ 2,205 6 % 7 %
|
||
Revenues by:
|
||
Sales to Wholesale Customers $ 1,299 $ 1,292 1 % 7 % $ 1,353 -5 % -4 %
|
||
Sales through Direct to Consumer 974 931 5 % 8 % 766 22 % 22 %
|
||
Other(1) 154 123 25 % 25 % 86 43 % 42 %
|
||
TOTAL REVENUES $ 2,427 $ 2,346 3 % 8 % $ 2,205 6 % 7 %
|
||
EARNINGS BEFORE INTEREST
|
||
AND TAXES $ 676 $ 669 1 % $ 543 23 %
|
||
(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. We do not own the Converse trademarks in Japan and accordingly do not earn revenues in Japan.
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
•Converse revenues increased 8% on a currency-neutral basis for fiscal 2023 due to revenue growth in North America,
|
||
Western Europe and licensee markets, partially offset by declines in Asia. Combined unit sales within the wholesale and
|
||
direct to consumer channels increased 1% while ASP increased 6%, driven by strategic pricing actions in Western Europe
|
||
and North America.
|
||
•Direct to consumer revenues increased 8% on a currency-neutral basis, led by strong digital sales growth in North America.
|
||
•Wholesale revenues increased 7% on a currency-neutral basis, as growth in North America and Western Europe was
|
||
partially offset by declines in Asia due to marketplace dynamics in China.
|
||
Reported EBIT increased 1% due to higher revenues and the following:
|
||
•Gross margin expansion of approximately 50 basis points as higher full-price ASP, net of discounts, lower other costs, and
|
||
growth in licensee revenues were partially offset by higher product costs, lower margins in direct to consumer in part
|
||
reflecting increased promotional activity, and unfavorable changes in standard foreign currency exchange rates.
|
||
•Selling and administrative expense increased 7% due to higher operating overhead and demand creation expense.
|
||
Operating overhead expense increased primarily as a result of higher wage-related expenses. Demand creation expense
|
||
increased as a result of higher advertising and marketing costs, partially of fset by lower retail brand presentation costs.
|
||
2023 FORM 10-K 41 CORPORATE
|
||
(Dollars in millions) FISCAL 2023 FISCAL 2022 % CHANGE FISCAL 2021 % CHANGE
|
||
Revenues $ 27 $ (72) — $ 40 —
|
||
Earnings (Loss) Before Interest and Taxes $ (2,840) $ (2,219) -28 % $ (2,261) 2 %
|
||
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 in 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 NIK E 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.
|
||
FISCAL 2023 COMPARED TO FISCAL 2022
|
||
Corporate's loss before interest and taxes increased $621 million during fiscal 2023 , primarily due to the following:
|
||
•an unfavorable change of $371 million primarily related to higher wage and other professional services expenses, reported
|
||
as a component of consolidated Operating overhead expense;
|
||
•an unfavorable change of $352 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; these results are reported as a component of consolidated gross margin;
|
||
•an unfavorable change of $45 million largely due to net unfavorable activity related to our strategic distributor partnership
|
||
transition within APLA, including the loss recognized upon completion of the sale our entities in Argentina and Uruguay to a
|
||
third-party distributor in the second quarter of fiscal 2023. This was partially offset by the one-time charge related to the
|
||
deconsolidation of our Russian operations recognized in the prior year , with the net amount of these activities reported as a
|
||
component of consolidated Other (income) expense, net; and
|
||
•a favorable change in net foreign currency gains and losses of $174 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 .
|
||
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 ef fects of currency
|
||
fluctuations on our consolidated results of operations, financial position and cash flows. W e manage global foreign exchange risk
|
||
centrally on a portfolio basis to address those risks material to NIK E, Inc. We manage these exposures by taking advantage of
|
||
natural offsets and currency correlations existing within the portfolio and, where practical and material, by hedging a portion of the
|
||
remaining exposures using derivative instruments such as forward contracts and options. As described below, the implementation
|
||
of the NIKE Trading Company ("NTC") and our foreign currency adjustment program enhanced our ability to manage our foreign
|
||
exchange risk by increasing the natural offsets and currency correlation benefits existing within our portfolio of foreign exchange
|
||
exposures. Our hedging policy is designed to partially or entirely of fset the impact of exchange rate changes on the underlying
|
||
net exposures being hedged. Where exposures are hedged, our program has the ef fect of delaying the impact of exchange rate
|
||
movements on our 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.
|
||
NIKE, INC. 42Refer to Note 4 — Fair Value Measurements and Note 12 — Risk Management and Derivatives in the accompanying Notes to
|
||
the Consolidated Financial Statements for additional description of outstanding derivatives at each reported period end.
|
||
TRANSACTIONAL EXPOSURES
|
||
We conduct business in various currencies and have transactions which subject us to foreign currency risk. Our most significant
|
||
transactional foreign currency exposures are:
|
||
•Product Costs — NIKE's product costs are exposed to fluctuations in foreign currencies in the following ways:
|
||
1. Product purchases denominated in currencies other than the functional currency of the transacting entity:
|
||
a. Certain NIKE entities purchase product from the NTC, a wholly-owned sourcing hub that buys NIKE branded
|
||
products from third-party factories, predominantly in U.S. Dollars. The NTC, whose functional currency is the
|
||
U.S. Dollar, then sells the products to NIKE entities in their respective functional currencies. NTC sales to a NIKE
|
||
entity with a different functional currency results in a foreign currency exposure for the NTC.
|
||
b. Other NIKE entities purchase product directly from third-party factories in U.S. Dollars. These purchases generate
|
||
a foreign currency exposure for those NIKE entities with a functional currency other than the U.S. Dollar.
|
||
In both purchasing scenarios, a weaker U.S. Dollar reduces inventory costs incurred by NIKE whereas a stronger
|
||
U.S. Dollar increases its cost.
|
||
2. Factory input costs: NIKE operates a foreign currency adjustment program with certain factories. The program is
|
||
designed to more effectively manage foreign currency risk by assuming certain of the factories' foreign currency
|
||
exposures, some of which are natural offsets to our existing foreign currency exposures. Under this program, our
|
||
payments to these factories are adjusted for rate fluctuations in the basket of currencies ("factory currency exposure
|
||
index") in which the labor, materials and overhead costs incurred by the factories in the production of NIKE branded
|
||
products ("factory input costs") are denominated.
|
||
As an offset to the impacts of the fluctuating U.S. Dollar on our non-functional currency denominated product purchases
|
||
described above, a strengthening U.S. Dollar against the foreign currencies within the factory currency exposure indices
|
||
reduces NIKE's U.S. Dollar inventory cost. Conversely, a weakening U.S. Dollar against the indexed foreign currencies
|
||
increases our inventory cost.
|
||
•Non-Functional Currency Denominated External Sales — A portion of our NIKE Brand and Converse revenues associated
|
||
with European operations are earned in currencies other than the Euro (e.g., the British Pound) but are recognized at a
|
||
subsidiary that uses the Euro as its functional currency. These sales generate a foreign currency exposure.
|
||
•Other Costs — Non-functional currency denominated costs, such as endorsement contracts, also generate foreign currency
|
||
risk, though to a lesser extent.
|
||
•Non-Functional Currency Denominated Monetary Assets and Liabilities — Our global subsidiaries have various assets and
|
||
liabilities, primarily receivables and payables, including intercompany receivables and payables, denominated in currencies
|
||
other than their functional currencies. These balance sheet items are subject to remeasurement which may create
|
||
fluctuations in Other (income) expense, net within our 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 ef fect 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.
|
||
2023 FORM 10-K 43 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 in Other (income) expense, net and are intended to offset the foreign
|
||
currency impact of the remeasurement of the related non-functional currency denominated asset or liability being hedged.
|
||
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. In the translation of our Consolidated Statements of
|
||
Income, a weaker U.S. Dollar in relation to foreign functional currencies benefits our consolidated earnings whereas a stronger
|
||
U.S. Dollar reduces our consolidated earnings. The impact of foreign exchange rate fluctuations on the translation of our
|
||
consolidated Revenues was a detriment of approximately $2,859 million, $295 million and a benefit of approximately $893 million
|
||
for the years ended May 31, 2023, 2022 and 2021, respectively. The impact of foreign exchange rate fluctuations on the
|
||
translation of our Income before income taxes was a detriment of approximately $824 million, $87 million and a benefit of
|
||
approximately $260 million for the years ended May 31, 2023, 2022 and 2021, 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
|
||
generally accepted accounting principles in the United States of America ("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 $1,023 million and a favorable impact of approximately $132 million and $19 million on our Income
|
||
before income taxes for the years ended May 31, 2023, 2022 and 2021, respectively.
|
||
NET INVESTMENTS IN FOREIGN SUBSIDIARIES
|
||
We are also exposed to the impact of foreign exchange fluctuations on our investments in wholly-owned foreign subsidiaries
|
||
denominated in a currency other than the U.S. Dollar, which could adversely impact the U.S. Dollar value of these investments
|
||
and therefore the value of future repatriated earnings. We have, in the past, hedged and may, in the future, hedge net investment
|
||
positions in certain foreign subsidiaries to mitigate the effects of foreign exchange fluctuations on these net investments. These
|
||
hedges are accounted for as net investment hedges in accordance with U.S . GAAP. There were no outstanding net investment
|
||
hedges as of May 31, 2023 and 2022. There were no cash flows from net investment hedge settlements for the years ended
|
||
May 31, 2023, 2022 and 2021.
|
||
LIQUIDITY AND CAPITAL RESOURCES
|
||
CASH FLOW ACTIVITY
|
||
Cash provided (used) by operations was an inflow of $5,841 million for fiscal 2023, compared to $5,188 million for fiscal 2022.
|
||
Net income, adjusted for non-cash items, generated $6,354 million of operating cash inflow for fiscal 2023, compared to $6,848
|
||
million for fiscal 2022. The net change in working capital and other assets and liabilities resulted in a decrease to Cash provided
|
||
(used) by operations of $513 million for fiscal 2023 compared to a decrease of $1,660 million for fiscal 2022. For fiscal 2023, the
|
||
net change in working capital compared to the prior year was impacted by unfavorable changes in Accounts payable, offset by
|
||
favorable impacts from Inventories and Accounts receivable. These changes were, in part, due to reduced inventory purchases in
|
||
the current period and timing of wholesale shipments. Further impacting these changes was a lower available supply of inventory
|
||
in the prior year due to supply chain constraints.
|
||
Cash provided (used) by investing activities was an inflow of $564 million for fiscal 2023, compared to an outflow of $1,524
|
||
million for fiscal 2022, primarily driven by the net change in short-term investments. For fiscal 2023, the net change in short-term
|
||
NIKE, INC. 44investments (including sales, maturities and purchases) resulted in a cash inflow of $1,481 million compared to a cash outflow of
|
||
$747 million for fiscal 2022. Additionally, we continue to invest in our infrastructure to support future growth, specifically focused
|
||
around digital capabilities, our end-to-end technology foundation, our corporate facilities and improvements across our supply
|
||
chain.
|
||
Cash provided (used) by financing activities was an outflow of $7,447 million for fiscal 2023 compared to an outflow of $4,836
|
||
million for fiscal 2022. The increased outflow in fiscal 2023 was driven by higher share repurchases of $5,480 million for fiscal
|
||
2023 compared to $4,014 million for fiscal 2022, the repayment of $500 million of senior notes that matured in fiscal 2023, as well
|
||
as lower proceeds from stock option exercises, which resulted in a cash inflow of $651 million in fiscal 2023 compared to $1,151
|
||
million in fiscal 2022.
|
||
In fiscal 2023, we purchased a total of 50.0 million shares of NIKE's Class B Common Stock for $5.5 billion (an average price of
|
||
$110.32 per share). In August 2022, we terminated the previous four-year, $15 billion share repurchase program approved by the
|
||
Board of Directors in June 2018. Under this program, we repurchased 6.5 million shares for a total approximate cost of
|
||
$710.0 million (an average price of $109.85 per share) during the first quarter of fiscal 2023 and 83.8 million shares for a total
|
||
approximate cost of $9.4 billion (an average price of $111.82 per share) during the term of the program. Upon termination of the
|
||
four-year, $15 billion program, we began purchasing shares under the new four-year, $18 billion share repurchase plan
|
||
authorized by the Board of Directors in June 2022. As of May 31, 2023, we had repurchased 43.5 million shares at a cost of
|
||
approximately $4.8 billion (an average price of $110.38 per share) under this new program. We continue to expect funding of
|
||
share repurchases will come from operating cash flows. The timing and the amount of share repurchases will be dictated by our
|
||
capital needs and stock market conditions.
|
||
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.
|
||
On March 11, 2022, we 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 11, 2027, 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 August 16, 2019, which would have matured on August 16, 2024.
|
||
Refer to Note 5 — Short-Term Borrowings and Credit Lines for additional information.
|
||
On March 10, 2023, 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 the option to increase borrowings up to $1.5 billion in total with lender approval. The facility
|
||
matures on March 8, 2024, with an option to extend the maturity date by 364 days. This facility replaces the prior $1 billion 364-
|
||
day credit facility agreement entered into on March 11, 2022, which matured on March 10, 2023. Refer to Note 5 — Short-Term
|
||
Borrowings and Credit Lines for additional information.
|
||
We currently have long-term debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services,
|
||
respectively. As it relates to our committed credit facilities entered into on March 11, 2022 and March 10, 2023, if our long-term
|
||
debt ratings were to decline, the facility fees and interest rates would increase. Conversely , if our long-term debt ratings were to
|
||
improve, the facility fees and interest rates would decrease. Changes in our long-term debt ratings would not trigger acceleration
|
||
of maturity of any then-outstanding borrowings or any future borrowings under the committed credit facilities. Under these
|
||
facilities, we have agreed to various covenants. These covenants include limits on the disposal of assets and the amount of debt
|
||
secured by liens we may incur. In the event we were to have any borrowings outstanding under these facilities, failed to meet any
|
||
covenant and were unable to obtain a waiver from a majority of the banks in the applicable syndicate, any borrowings would
|
||
become immediately due and payable. As of May 31, 2023, we were in full compliance with each of these covenants, and we
|
||
believe it is unlikely we will fail to meet any of these covenants in the foreseeable future.
|
||
Liquidity is also provided by our $3 billion commercial paper program. As of and for the fiscal years ended May 31, 2023 and
|
||
2022, we did not have any borrowings outstanding under our $3 billion program.
|
||
We may continue to issue commercial paper or other debt securities depending on general corporate needs.
|
||
To date, 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 af fect our ability to access those markets.
|
||
As of May 31, 2023, we had Cash and equivalents and Short-term investments totaling $10.7 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
|
||
May 31, 2023, the weighted-average days to maturity of our cash equivalents and short-term investments portfolio was 98 days.
|
||
2023 FORM 10-K 45 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.
|
||
Our material cash requirements as of May 31, 2023, were as follows:
|
||
• Debt Obligations — Refer to Note 5 — Short-Term Borrowings and Credit Lines and Note 6 — Long-Term Debt in the
|
||
accompanying Notes to the Consolidated Financial Statements for further information.
|
||
• Operating Leases — Refer to Note 17 — Leases in the accompanying Notes to the Consolidated Financial Statements
|
||
for further information.
|
||
• Endorsement Contracts — As of May 31, 2023, we had endorsement contract obligations of $7.6 billion, with $1.3 billion
|
||
payable within 12 months, representing approximate amounts of base compensation and minimum guaranteed royalty
|
||
fees we are obligated to pay athlete, public figure, sport team and league endorsers of our products. Actual payments
|
||
under some contracts may be higher than these amounts as these contracts provide for bonuses to be paid to the
|
||
endorsers based upon athletic achievements and/or royalties on product sales in future periods. Actual payments under
|
||
some contracts may also be lower as these contracts include provisions for reduced payments if athletic performance
|
||
declines in future periods. In addition to the cash payments, we are obligated to furnish our endorsers with NIK E
|
||
product for their use. It is not possible to determine how much we will spend on this product on an annual basis as the
|
||
amount of product provided to the endorsers will depend on many factors and the contracts generally do not stipulate a
|
||
minimum amount of cash to be spent on the product.
|
||
• Product Purchase Obligations — As of May 31, 2023, we had product purchase obligations of $6.4 billion, all of which
|
||
are payable within the next 12 months. Product purchase obligations represent agreements (including open purchase
|
||
orders) to purchase products in the ordinary course of business that are enforceable and legally binding and specify all
|
||
significant terms. We generally order product at least four to five months in advance of sale based primarily on
|
||
advanced orders received from external wholesale customers and internal orders from our direct to consumer
|
||
operations. In some cases, prices are subject to change throughout the production process.
|
||
• Other Purchase Obligations — As of May 31, 2023, we had $3.3 billion of other purchase obligations, with $1.7 billion
|
||
payable within the next 12 months. Other purchase obligations primarily include technology investments, construction,
|
||
service and marketing commitments, including marketing commitments associated with endorsement contracts, made
|
||
in the ordinary course of business. The amounts represent the minimum payments required by legally binding contracts
|
||
and agreements that specify all significant terms, and may include open purchase orders for non-product purchases.
|
||
In addition to the above, we have long-term obligations for uncertain tax positions and various post-retirement benefits for which
|
||
we are not able to reasonably estimate when cash payments will occur . Refer to Note 7 — Income Taxes and Note 11 — Benefit
|
||
Plans in the accompanying Notes to the Consolidated Financial Statements for further information related to uncertain tax
|
||
positions and post-retirement benefits, respectively.
|
||
As a part of the transition tax related to the Tax Cuts and Jobs Act, as of May 31, 2023, we had $644 million in estimated future
|
||
cash payments, with $161 million payable within the next 12 months. These amounts represent the transition tax on deemed
|
||
repatriation of undistributed earnings of foreign subsidiaries, which are reflected net of foreign tax cre dits we utilized.
|
||
Refer to Note 16 — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for
|
||
further information related to our off-balance sheet arrangements, bank guarantees and letters of credit.
|
||
OFF-BALANCE SHEET ARRANGEMENTS
|
||
As of May 31, 2023, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material
|
||
effect on our current and future financial condition, results of operations, liquidity, capital expenditures or capital resources. In
|
||
connection with various contracts and agreements, we routinely provide indemnification relating to the enforceability of
|
||
intellectual property rights, coverage for legal issues that arise and other items where we are acting as the guarantor . Currently,
|
||
we have several such agreements in place. Based on our historical experience and the estimated probability of future loss, we
|
||
have determined that the fair value of such indemnification is not material to our financial position or results of operations.
|
||
NEW ACCOUNTING PRONOUNCEMENTS
|
||
Refer to Note 1 — Summary of Significant Accounting Policies within the accompanying Notes to the Consolidated Financial
|
||
Statements for recently adopted and issued accounting standards.
|
||
NIKE, INC. 46CRITICAL ACCOUNTING ESTIMATES
|
||
Our previous discussion and analysis of our financial condition and results of operations are based upon our Consolidated
|
||
Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements
|
||
requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and
|
||
related disclosure of contingent assets and liabilities. Note 1 — Summary of Significant Accounting Policies in the accompanying
|
||
Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the
|
||
preparation of our Consolidated Financial Statements.
|
||
We believe the assumptions and judgments involved in the accounting estimates described below have the greatest potential
|
||
impact on our Consolidated Financial Statements, so we consider these to be our critical accounting estimates. Management has
|
||
reviewed and discussed these critical accounting estimates with the Audit & Finance Committee of the Board of Directors.
|
||
Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in the preparation of
|
||
our Consolidated Financial Statements. Within the context of these critical accounting estimates, we are not currently aware of
|
||
any reasonably likely events or circumstances that would result in materially dif ferent amounts being reported.
|
||
SALES-RELATED RESERVES
|
||
Provisions for anticipated sales returns consist of both contractual return rights and discretionary authorized returns. Provisions
|
||
for post-invoice sales discounts consist of both contractual programs and discretionary discounts that are expected to be granted
|
||
at a later date.
|
||
Estimates of discretionary authorized returns, discounts and claims are based on (1) historical rates, (2) specific identification of
|
||
outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated returns, discounts
|
||
and claims expected but not yet finalized with customers. Actual returns, discounts and claims in any future period are inherently
|
||
uncertain and may differ from estimates recorded. If actual or expected future returns, discounts or claims were significantly
|
||
different than reserves established, a reduction or increase to net revenues would be recorded in the period in which such
|
||
determination was made.
|
||
Refer to Note 14 — Revenues in the accompanying Notes to the Consolidated Financial Statements for additional information.
|
||
INVENTORY RESERVES
|
||
We make ongoing estimates relating to the net realizable value of inventories based upon our assumptions about future demand
|
||
and market conditions. If we estimate the net realizable value of our inventory is less than the cost of the inventory recorded on
|
||
our books, we record a reserve equal to the difference between the cost of the inventory and the estimated net realizable value.
|
||
This reserve is recorded as a charge to Cost of sales. If changes in market conditions result in reductions to the estimated net
|
||
realizable value of our inventory below our previous estimate, we would increase our reserve in the period in which we made
|
||
such a determination.
|
||
HEDGE ACCOUNTING FOR DERIVATIVES
|
||
We use derivative contracts to hedge certain anticipated foreign currency and interest rate transactions as well as certain non-
|
||
functional currency monetary assets and liabilities. When the specific criteria to qualify for hedge accounting has been met,
|
||
changes in the fair value of contracts hedging probable forecasted future cash flows are recorded in Accumulated other
|
||
comprehensive income (loss), rather than Net income, until the underlying hedged transaction af fects Net income. In most cases,
|
||
this results in gains and losses on hedge derivatives being released from Accumulated other comprehensive income (loss) into
|
||
Net income sometime after the maturity of the derivative. One of the criteria for this accounting treatment is that the notional
|
||
value of these derivative contracts should not be in excess of the designated amount of anticipated transactions. B y their very
|
||
nature, our estimates of anticipated transactions may fluctuate over time and may ultimately vary from actual transactions. When
|
||
the designated amount of anticipated or actual transactions decline below hedged levels, or if it is no longer probable a
|
||
forecasted transaction will occur by the end of the originally specified time period or within an additional two-month period of time
|
||
thereafter, we reclassify the cumulative change in fair value of the over-hedged portion of the related hedge contract from
|
||
Accumulated other comprehensive income (loss) to Other (income) expense, net during the quarter in which the decrease
|
||
occurs. In rare circumstances, the additional period of time may exceed two months due to extenuating circumstances related to
|
||
the nature of the forecasted transaction that are outside our control or influence.
|
||
Refer to Note 12 — Risk Management and Derivatives in the accompanying Notes to the Consolidated Financial Statements for
|
||
additional information.
|
||
2023 FORM 10-K 47 INCOME TAXES
|
||
We are subject to taxation in the United States, as well as various state and foreign jurisdictions. The determination of our
|
||
provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex
|
||
tax laws. On an interim basis, we estimate our effective tax rate for the full fiscal year. This estimated annual effective tax rate is
|
||
then applied to the year-to-date Income before income taxes excluding infrequently occurring or unusual items, to determine the
|
||
year-to-date Income tax expense. The income tax effects of infrequent or unusual items are recognized in the interim period in
|
||
which they occur. As the fiscal year progresses, we continually refine our estimate based upon actual events and earnings by
|
||
jurisdiction during the year. This continual estimation process periodically results in a change to our expected effective tax rate for
|
||
the fiscal year. When this occurs, we adjust the income tax provision during the quarter in which the change in estimate occurs.
|
||
On a quarterly basis, we evaluate the probability a tax position will be ef fectively sustained and the appropriateness of the
|
||
amount recognized for uncertain tax positions based on factors including changes in facts or circumstances, changes in tax law ,
|
||
settled audit issues and new audit activity. Changes in our assessment may result in the recognition of a tax benefit or an
|
||
additional charge to the tax provision in the period our assessment changes. W e recognize interest and penalties related to
|
||
income tax matters in Income tax expense.
|
||
Refer to Note 7 — Income Taxes in the accompanying Notes to the Consolidated Financial Statements for additional information.
|
||
OTHER CONTINGENCIES
|
||
In the ordinary course of business, we are subject to various legal proceedings, claims and government investigations related to
|
||
our business, products and actions of our employees and representatives, including contractual and employment relationships,
|
||
product liability, antitrust, customs, tax, intellectual property and other matters. We record contingent liabilities resulting from
|
||
claims against us when a loss is assessed to be probable and the amount of the loss is reasonably estimable. Assessing
|
||
probability of loss and estimating probable losses requires analysis of multiple factors, including in some cases judgments about
|
||
the potential actions of third-party claimants and courts. Recorded contingent liabilities are based on the best information
|
||
available and actual losses in any future period are inherently uncertain. If future adjustments to estimated probable future losses
|
||
or actual losses exceed our recorded liability for such claims, we would record additional charges during the period in which the
|
||
actual loss or change in estimate occurred. In addition to contingent liabilities recorded for probable losses, we disclose
|
||
contingent liabilities when there is a reasonable possibility the ultimate loss will materially exceed the recorded liability .
|
||
Refer to Note 16 — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for
|
||
additional information.
|
||
NIKE, INC. 48ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
|
||
ABOUT MARKET RISK
|
||
In the normal course of business and consistent with established policies and procedures, we employ a variety of financial
|
||
instruments to manage exposure to fluctuations in the value of foreign currencies and interest rates. It is our policy to utilize these
|
||
financial instruments only where necessary to finance our business and manage such exposures; we do not enter into these
|
||
transactions for trading or speculative purposes.
|
||
We are exposed to foreign currency fluctuations, primarily as a result of our international sales, product sourcing and funding
|
||
activities. Our foreign exchange risk management program is intended to lessen both the positive and negative ef fects of
|
||
currency fluctuations on our consolidated results of operations, financial position and cash flows. W e use forward and option
|
||
contracts to hedge certain anticipated, but not yet firmly committed, transactions as well as certain firm commitments and the
|
||
related receivables and payables, including third-party and intercompany transactions. Where exposures are hedged, our
|
||
program has the effect of delaying the impact of exchange rate movements on our Consolidated Financial Statements.
|
||
The timing for hedging exposures, as well as the type and duration of the hedge instruments employed, are guided by our
|
||
hedging policies and determined based upon the nature of the exposure and prevailing market conditions. Typically, the
|
||
Company may enter into hedge contracts starting 12 to 24 months in advance of the forecasted transaction and may place
|
||
incremental hedges up to 100% of the exposure by the time the forecasted transaction occurs. The majority of derivatives
|
||
outstanding as of May 31, 2023, are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, British
|
||
Pound/Euro, Chinese Yuan/U.S. Dollar, and Japanese Yen/U.S. Dollar currency pairs. Refer to Note 12 — Risk Management and
|
||
Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional information.
|
||
Our earnings are also exposed to movements in short- and long-term market interest rates. Our objective in managing this
|
||
interest rate exposure is to limit the impact of interest rate changes on earnings and cash flows and to reduce overall borrowing
|
||
costs. To achieve these objectives, we maintain a mix of commercial paper, bank loans, and fixed-rate debt of varying maturities.
|
||
MARKET RISK MEASUREMENT
|
||
We monitor foreign exchange risk, interest rate risk and related derivatives using a variety of techniques including a review of
|
||
market value, sensitivity analysis and Value-at-Risk ("VaR"). Our market-sensitive derivative and other financial instruments are
|
||
foreign currency forward contracts, foreign currency option contracts, intercompany loans denominated in non-functional
|
||
currencies and fixed interest rate U.S. Dollar denominated debt.
|
||
We use VaR to monitor the foreign exchange risk of our foreign currency forward and foreign currency option derivative
|
||
instruments only. The VaR determines the maximum potential one-day loss in the fair value of these foreign exchange rate-
|
||
sensitive financial instruments. The VaR model estimates assume normal market conditions and a 95% confidence level. There
|
||
are various modeling techniques that can be used in the VaR computation. Our computations are based on interrelationships
|
||
between currencies and interest rates (a "variance/co-variance" technique). These interrelationships are a function of foreign
|
||
exchange currency market changes and interest rate changes over the preceding one-year period. The value of foreign currency
|
||
options does not change on a one-to-one basis with changes in the underlying currency rate. W e adjust the potential loss in
|
||
option value for the estimated sensitivity (the "delta" and "gamma") to changes in the underlying currency rate. This calculation
|
||
reflects the impact of foreign currency rate fluctuations on the derivative instruments only and does not include the impact of such
|
||
rate fluctuations on non-functional currency transactions (such as anticipated transactions, firm commitments, cash balances and
|
||
accounts and loans receivable and payable), including those which are hedged by these instruments.
|
||
The VaR model is a risk analysis tool and does not purport to represent actual losses in fair value we will incur nor does it
|
||
consider the potential effect of favorable changes in market rates. It also does not represent the full extent of the possible loss
|
||
that may occur. Actual future gains and losses will differ from those estimated because of changes or differences in market rates
|
||
and interrelationships, hedging instruments and hedge percentages, timing and other factors.
|
||
The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived
|
||
using the VaR model, was $111 million and $99 million as of May 31, 2023 and 2022, respectively. The VaR increased year-over-
|
||
year as a result of an increase in foreign currency volatilities as of May 31, 2023. Such a hypothetical loss in the fair value of our
|
||
derivatives would be offset by increases in the value of the underlying transactions being hedged. The average monthly change
|
||
in the fair values of foreign currency forward and foreign currency option derivative instruments was $289 million and $170 million
|
||
during fiscal 2023 and fiscal 2022, respectively.
|
||
The instruments not included in the VaR are intercompany loans denominated in non-functional currencies and fixed interest rate
|
||
U.S. Dollar denominated debt. Intercompany loans and related interest amounts are eliminated in consolidation. Furthermore, our
|
||
non-functional currency intercompany loans are substantially hedged against foreign exchange risk through the use of forward
|
||
2023 FORM 10-K 49 contracts, which are included in the VaR calculation above. Therefore, we consider the interest rate and foreign currency market
|
||
risks associated with our non-functional currency intercompany loans to be immaterial to our consolidated financial position,
|
||
results of operations and cash flows.
|
||
Details of third-party debt are provided in the table below. The table presents principal cash flows and related weighted average
|
||
interest rates by expected maturity dates.
|
||
EXPECTED MATURITY DATE YEAR ENDING MAY 31,
|
||
(Dollars in millions) 2024 2025 2026 2027 2028 THEREAFTER TOTAL FAIR VALUE
|
||
Interest Rate Risk
|
||
Long-term U.S. Dollar debt — Fixed rate
|
||
Principal payments $ — $ 1,000 $ — $ 2,000 $ — $ 6,000 $ 9,000 $ 7,889
|
||
Average interest rate 0.0 % 2.4 % 0.0 % 2.6 % 0.0 % 3.3 % 3.1 %
|
||
NIKE, INC. 50ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
|
||
DATA
|
||
Management of NIKE, Inc. is responsible for the information and representations contained in this Annual Report. The financial
|
||
statements have been prepared in conformity with accounting principles generally accepted in the United S tates of America
|
||
("U.S. GAAP") and include certain amounts based on our best estimates and judgments. Other financial information in this
|
||
Annual Report is consistent with these financial statements.
|
||
Our accounting systems include controls designed to reasonably assure assets are safeguarded from unauthorized use or
|
||
disposition and provide for the preparation of financial statements in conformity with U.S . GAAP. These systems are
|
||
supplemented by the selection and training of qualified financial personnel and an organizational structure providing for
|
||
appropriate segregation of duties.
|
||
An internal corporate audit department reviews the results of its work with the Audit & Finance Committee of the Board of
|
||
Directors, presently comprised of four outside, independent directors. The Audit & Finance Committee is responsible for the
|
||
appointment of the independent registered public accounting firm and reviews, with the independent registered public accounting
|
||
firm, management and the internal corporate audit staff, the scope and the results of the annual audit, the effectiveness of the
|
||
accounting control system and other matters relating to the financial af fairs of NIKE as the Audit & Finance Committee deems
|
||
appropriate. The independent registered public accounting firm and the internal corporate auditors have full access to the Audit &
|
||
Finance Committee, with and without the presence of management, to discuss any appropriate matters.
|
||
2023 FORM 10-K 51 MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER
|
||
FINANCIAL REPORTING
|
||
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
|
||
defined in Rule 13(a) - 15(f) and Rule 15(d) - 15(f) of the Securities Exchange Act of 1934, as amended. Internal control over
|
||
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
|
||
preparation of the financial statements for external purposes in accordance with generally accepted accounting principles in the
|
||
United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the
|
||
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the
|
||
Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
|
||
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
|
||
being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance
|
||
regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have
|
||
a material effect on the financial statements.
|
||
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
|
||
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
|
||
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
||
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management
|
||
conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal
|
||
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
|
||
(COSO). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was
|
||
effective as of May 31, 2023.
|
||
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited (1) the Consolidated Financial
|
||
Statements and (2) the effectiveness of our internal control over financial reporting as of May 31, 2023, as stated in their report
|
||
herein.
|
||
John J. Donahoe II Matthew Friend
|
||
President and Chief Executive Officer Executive Vice President and Chief Financial Officer
|
||
NIKE, INC. 52Report of Independent Registered Public Accounting Firm
|
||
To the Board of Directors and Shareholders of NIKE, Inc.
|
||
Opinions on the Financial Statements and Internal Control over Financial Reporting
|
||
We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the “Company”) as of May
|
||
31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of
|
||
cash flows for each of the three years in the period ended May 31, 2023, including the related notes and financial statement
|
||
schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). W e
|
||
also have audited the Company's internal control over financial reporting as of May 31, 2023, based on criteria established in
|
||
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
|
||
Commission (COSO).
|
||
In our opinion, the consolidated financial statements referred to above present fairly , in all material respects, the financial position
|
||
of the Company as of May 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in
|
||
the period ended May 31, 2023 in conformity with accounting principles generally accepted in the United S tates of America. Also
|
||
in our opinion, the Company maintained, in all material respects, ef fective internal control over financial reporting as of May 31,
|
||
2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
|
||
Basis for Opinions
|
||
The Company's management is responsible for these consolidated financial statements, for maintaining ef fective internal control
|
||
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
|
||
accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express
|
||
opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting
|
||
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
|
||
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
|
||
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
|
||
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
|
||
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
|
||
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
|
||
respects.
|
||
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
|
||
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
|
||
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
|
||
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
|
||
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
|
||
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
|
||
material weakness exists, and testing and evaluating the design and operating ef fectiveness of internal control based on the
|
||
assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. W e
|
||
believe that our audits provide a reasonable basis for our opinions.
|
||
Definition and Limitations of Internal Control over Financial Reporting
|
||
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
|
||
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
|
||
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
|
||
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
|
||
of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
|
||
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
|
||
expenditures of the company are being made only in accordance with authorizations of management and directors of the
|
||
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
|
||
disposition of the company’s assets that could have a material effect on the financial statements.
|
||
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
|
||
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
|
||
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
|
||
2023 FORM 10-K 53 Critical Audit Matters
|
||
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
|
||
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
|
||
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
|
||
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
|
||
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below , providing a separate
|
||
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
|
||
Accounting for Income Taxes
|
||
As described in Notes 1 and 7 to the consolidated financial statements, the Company recorded income tax expense of $1,131
|
||
million for the year ended May 31, 2023, and has net deferred tax assets of $1,799 million, including a valuation allowance of $22
|
||
million, and total gross unrecognized tax benefits, excluding related interest and penalties, of $936 million as of May 31, 2023,
|
||
$651 million of which would affect the Company's effective tax rate if recognized in future periods. The realization of deferred tax
|
||
assets is dependent on future taxable earnings. Management assesses the scheduled reversal of deferred tax liabilities,
|
||
projected future taxable income and available tax planning strategies and considers foreign tax credit utilization in making this
|
||
assessment of realization. A valuation allowance is established against the net deferred tax asset to the extent that recovery is
|
||
not likely. The Company is subject to taxation in the United States, as well as various state and foreign jurisdictions. As disclosed
|
||
by management, the use of significant judgment and estimates, as well as the interpretation and application of complex tax laws
|
||
is required by management to determine the Company's provision for income taxes.
|
||
The principal considerations for our determination that performing procedures relating to the accounting for income taxes is a
|
||
critical audit matter are a high degree of auditor judgment, subjectivity and ef fort in performing procedures and evaluating audit
|
||
evidence relating to management's assessment of complex tax laws and regulations as it relates to determining the provision for
|
||
income taxes. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
|
||
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
|
||
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
|
||
income taxes, evaluating changes in and compliance with tax laws, and testing the calculation of the provision of income taxes.
|
||
Professionals with specialized skill and knowledge were used to assist in evaluating changes in and compliance with the tax laws
|
||
and regulations and the provision for income taxes.
|
||
/s/ PricewaterhouseCoopers LLP
|
||
Portland, Oregon
|
||
July 20, 2023
|
||
We have served as the Company's auditor since 1974.
|
||
NIKE, INC. 54NIKE, INC.
|
||
CONSOLIDATED STATEMENTS OF INCOME
|
||
YEAR ENDED MAY 31,
|
||
(In millions, except per share data) 2023 2022 2021
|
||
Revenues $ 51,217 $ 46,710 $ 44,538
|
||
Cost of sales 28,925 25,231 24,576
|
||
Gross profit 22,292 21,479 19,962
|
||
Demand creation expense 4,060 3,850 3,114
|
||
Operating overhead expense 12,317 10,954 9,911
|
||
Total selling and administrative expense 16,377 14,804 13,025
|
||
Interest expense (income), net (6) 205 262
|
||
Other (income) expense, net (280) (181) 14
|
||
Income before income taxes 6,201 6,651 6,661
|
||
Income tax expense 1,131 605 934
|
||
NET INCOME $ 5,070 $ 6,046 $ 5,727
|
||
Earnings per common share:
|
||
Basic $ 3.27 $ 3.83 $ 3.64
|
||
Diluted $ 3.23 $ 3.75 $ 3.56
|
||
Weighted average common shares outstanding:
|
||
Basic 1,551.6 1,578.8 1,573.0
|
||
Diluted 1,569.8 1,610.8 1,609.4
|
||
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
|
||
2023 FORM 10-K 55 NIKE, INC.
|
||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
|
||
INCOME
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Net income $ 5,070 $ 6,046 $ 5,727
|
||
Other comprehensive income (loss), net of tax:
|
||
Change in net foreign currency translation adjustment 267 (522) 496
|
||
Change in net gains (losses) on cash flow hedges (348) 1,214 (825)
|
||
Change in net gains (losses) on other (6) 6 5
|
||
Total other comprehensive income (loss), net of tax (87) 698 (324)
|
||
TOTAL COMPREHENSIVE INCOME $ 4,983 $ 6,744 $ 5,403
|
||
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
|
||
NIKE, INC. 56NIKE, INC.
|
||
CONSOLIDATED BALANCE SHEETS
|
||
MAY 31,
|
||
(In millions) 2023 2022
|
||
ASSETS
|
||
Current assets:
|
||
Cash and equivalents $ 7,441 $ 8,574
|
||
Short-term investments 3,234 4,423
|
||
Accounts receivable, net 4,131 4,667
|
||
Inventories 8,454 8,420
|
||
Prepaid expenses and other current assets 1,942 2,129
|
||
Total current assets 25,202 28,213
|
||
Property, plant and equipment, net 5,081 4,791
|
||
Operating lease right-of-use assets, net 2,923 2,926
|
||
Identifiable intangible assets, net 274 286
|
||
Goodwill 281 284
|
||
Deferred income taxes and other assets 3,770 3,821
|
||
TOTAL ASSETS $ 37,531 $ 40,321
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||
Current liabilities:
|
||
Current portion of long-term debt $ — $ 500
|
||
Notes payable 6 10
|
||
Accounts payable 2,862 3,358
|
||
Current portion of operating lease liabilities 425 420
|
||
Accrued liabilities 5,723 6,220
|
||
Income taxes payable 240 222
|
||
Total current liabilities 9,256 10,730
|
||
Long-term debt 8,927 8,920
|
||
Operating lease liabilities 2,786 2,777
|
||
Deferred income taxes and other liabilities 2,558 2,613
|
||
Commitments and contingencies (Note 16)
|
||
Redeemable preferred stock — —
|
||
Shareholders' equity:
|
||
Common stock at stated value:
|
||
Class A convertible — 305 and 305 shares outstanding — —
|
||
Class B — 1,227 and 1,266 shares outstanding 3 3
|
||
Capital in excess of stated value 12,412 11,484
|
||
Accumulated other comprehensive income (loss) 231 318
|
||
Retained earnings (deficit) 1,358 3,476
|
||
Total shareholders' equity 14,004 15,281
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 37,531 $ 40,321
|
||
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
|
||
2023 FORM 10-K 57 NIKE, INC.
|
||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Cash provided (used) by operations:
|
||
Net income $ 5,070 $ 6,046 $ 5,727
|
||
Adjustments to reconcile net income to net cash provided (used) by operations:
|
||
Depreciation 703 717 744
|
||
Deferred income taxes (117) (650) (385)
|
||
Stock-based compensation 755 638 611
|
||
Amortization, impairment and other 156 123 53
|
||
Net foreign currency adjustments (213) (26) (138)
|
||
Changes in certain working capital components and other assets and liabilities:
|
||
(Increase) decrease in accounts receivable 489 (504) (1,606)
|
||
(Increase) decrease in inventories (133) (1,676) 507
|
||
(Increase) decrease in prepaid expenses, operating lease right-of-use assets and
|
||
other current and non-current assets (644) (845) (182)
|
||
Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities
|
||
and other current and non-current liabilities (225) 1,365 1,326
|
||
Cash provided (used) by operations 5,841 5,188 6,657
|
||
Cash provided (used) by investing activities:
|
||
Purchases of short-term investments (6,059) (12,913) (9,961)
|
||
Maturities of short-term investments 3,356 8,199 4,236
|
||
Sales of short-term investments 4,184 3,967 2,449
|
||
Additions to property, plant and equipment (969) (758) (695)
|
||
Other investing activities 52 (19) 171
|
||
Cash provided (used) by investing activities 564 (1,524) (3,800)
|
||
Cash provided (used) by financing activities:
|
||
Increase (decrease) in notes payable, net (4) 15 (52)
|
||
Repayment of borrowings (500) — (197)
|
||
Proceeds from exercise of stock options and other stock issuances 651 1,151 1,172
|
||
Repurchase of common stock (5,480) (4,014) (608)
|
||
Dividends — common and preferred (2,012) (1,837) (1,638)
|
||
Other financing activities (102) (151) (136)
|
||
Cash provided (used) by financing activities (7,447) (4,836) (1,459)
|
||
Effect of exchange rate changes on cash and equivalents (91) (143) 143
|
||
Net increase (decrease) in cash and equivalents (1,133) (1,315) 1,541
|
||
Cash and equivalents, beginning of year 8,574 9,889 8,348
|
||
CASH AND EQUIVALENTS, END OF YEAR $ 7,441 $ 8,574 $ 9,889
|
||
Supplemental disclosure of cash flow information:
|
||
Cash paid during the year for:
|
||
Interest, net of capitalized interest $ 347 $ 290 $ 293
|
||
Income taxes 1,517 1,231 1,177
|
||
Non-cash additions to property, plant and equipment 211 160 179
|
||
Dividends declared and not paid 524 480 438
|
||
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
|
||
NIKE, INC. 58NIKE, INC.
|
||
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
|
||
Balance at May 31, 2020 315 $ — 1,243 $ 3 $ 8,299 $ (56) $ (191) $ 8,055
|
||
Stock options exercised 21 954 954
|
||
Conversion to Class B Common Stock (10) 10 —
|
||
Repurchase of Class B Common Stock (5) (28) (622) (650)
|
||
Dividends on common stock ($1.070
|
||
per share) and preferred stock ($0.10
|
||
per share) (1,692) (1,692)
|
||
Issuance of shares to employees, net of
|
||
shares withheld for employee taxes 4 129 (43) 86
|
||
Stock-based compensation 611 611
|
||
Net income 5,727 5,727
|
||
Other comprehensive income (loss) (324) (324)
|
||
Balance at May 31, 2021 305 $ — 1,273 $ 3 $ 9,965 $ (380) $ 3,179 $ 12,767
|
||
Stock options exercised 17 924 924
|
||
Repurchase of Class B Common Stock (27) (186) (3,808) (3,994)
|
||
Dividends on common stock ($1.190
|
||
per share) and preferred stock ($0.10
|
||
per share) (1,886) (1,886)
|
||
Issuance of shares to employees, net of
|
||
shares withheld for employee taxes 3 143 (55) 88
|
||
Stock-based compensation 638 638
|
||
Net income 6,046 6,046
|
||
Other comprehensive income (loss) 698 698
|
||
Balance at May 31, 2022 305 $ — 1,266 $ 3 $ 11,484 $ 318 $ 3,476 $ 15,281
|
||
Stock options exercised 8 421 421
|
||
Repurchase of Class B Common Stock (51) (378) (5,131) (5,509)
|
||
Dividends on common stock ($1.325
|
||
per share) and preferred stock ($0.10
|
||
per share) (2,059) (2,059)
|
||
Issuance of shares to employees, net of
|
||
shares withheld for employee taxes 4 130 2 132
|
||
Stock-based compensation 755 755
|
||
Net income 5,070 5,070
|
||
Other comprehensive income (loss) (87) (87)
|
||
Balance at May 31, 2023 305 $ — 1,227 $ 3 $ 12,412 $ 231 $ 1,358 $ 14,004 COMMON STOCK CAPITAL IN
|
||
EXCESS
|
||
OF STATED
|
||
VALUEACCUMULATED
|
||
OTHER
|
||
COMPREHENSIVE
|
||
INCOME (LOSS)RETAINED
|
||
EARNINGS
|
||
(DEFICIT) TOTALCLASS A CLASS B
|
||
(In millions, except per share data) SHARES AMOUNT SHARES AMOUNT
|
||
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
|
||
2023 FORM 10-K 59 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
Note 1 Summary of Significant Accounting Policies 61
|
||
Note 2 Property, Plant and Equipment 67
|
||
Note 3 Accrued Liabilities 67
|
||
Note 4 Fair Value Measurements 68
|
||
Note 5 Short-Term Borrowings and Credit Lines 70
|
||
Note 6 Long-Term Debt 71
|
||
Note 7 Income Taxes 72
|
||
Note 8 Redeemable Preferred Stock 74
|
||
Note 9 Common Stock and Stock-Based Compensation 74
|
||
Note 10 Earnings Per Share 77
|
||
Note 11 Benefit Plans 77
|
||
Note 12 Risk Management and Derivatives 77
|
||
Note 13 Accumulated Other Comprehensive Income (Loss) 81
|
||
Note 14 Revenues 83
|
||
Note 15 Operating Segments and Related Information 84
|
||
Note 16 Commitments and Contingencies 88
|
||
Note 17 Leases 88
|
||
Note 18 Acquisitions and Divestitures 89
|
||
Note 19 Restructuring 90
|
||
NIKE, INC. 60NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
||
DESCRIPTION OF BUSINESS
|
||
NIKE, Inc. is a worldwide leader in the design, development and worldwide marketing and selling of athletic footwear, apparel,
|
||
equipment, accessories and services. NIKE, Inc. portfolio brands include the NIKE Brand, Jordan Brand and Converse. The NIKE
|
||
Brand is focused on performance athletic footwear, apparel, equipment, accessories and services across Men's, Women's and
|
||
Kids', amplified with sport-inspired lifestyle products carrying the Swoosh trademark, as well as other NIKE Brand trademarks.
|
||
The Jordan Brand is focused on athletic and casual footwear, apparel and accessories using the Jumpman trademark. Sales and
|
||
operating results of Jordan Brand products are reported within the respective NIKE Brand geographic operating segments.
|
||
Converse designs, distributes, licenses and sells casual sneakers, apparel and accessories under the Converse, Chuck Taylor,
|
||
All Star, One Star, Star Chevron and Jack Purcell trademarks. In some markets outside the U.S., these trademarks are licensed
|
||
to third parties who design, distribute, market and sell similar products. Operating results of the Converse brand are reported on a
|
||
stand-alone basis.
|
||
BASIS OF CONSOLIDATION
|
||
The Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the "Company" or "NIKE"). All
|
||
significant intercompany transactions and balances have been eliminated .
|
||
REVENUE RECOGNITION
|
||
Revenue transactions associated with the sale of NIKE Brand footwear, apparel and equipment, as well as Converse products,
|
||
comprise a single performance obligation, which consists of the sale of products to customers either through wholesale or direct
|
||
to consumer channels. The Company satisfies the performance obligation and records revenues when transfer of control to the
|
||
customer has occurred, based on the terms of sale. A customer is considered to have control once they are able to direct the use
|
||
and receive substantially all of the benefits of the product.
|
||
Control is transferred to wholesale customers upon shipment or upon receipt depending on the country of the sale and the
|
||
agreement with the customer. Control transfers to retail store customers at the time of sale and to substantially all digital
|
||
commerce customers upon shipment. The transaction price is determined based upon the invoiced sales price, less anticipated
|
||
sales returns, discounts and miscellaneous claims from customers. P ayment terms for wholesale transactions depend on the
|
||
country of sale or agreement with the customer and payment is generally required within 90 days or less of shipment to or receipt
|
||
by the wholesale customer. Payment is due at the time of sale for retail store and digital commerce transactions.
|
||
Consideration for trademark licensing contracts is earned through sales-based or usage-based royalty arrangements, and the
|
||
associated revenues are recognized over the license period.
|
||
Taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing
|
||
transaction, and are collected by the Company from a customer, are excluded from Revenues and Cost of sales in the
|
||
Consolidated Statements of Income. Shipping and handling costs associated with outbound freight after control over a product
|
||
has transferred to a customer are accounted for as fulfillment costs and are included in Cost of sales when the related revenues
|
||
are recognized.
|
||
SALES-RELATED RESERVES
|
||
Consideration promised in the Company's contracts with customers is variable due to anticipated reductions, such as sales
|
||
returns, discounts and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to
|
||
receive and records an anticipated reduction against Revenues, with an of fsetting increase to Accrued liabilities at the time
|
||
revenues are recognized. The estimated cost of inventory for product returns is recorded in Prepaid expenses and other current
|
||
assets on the Consolidated Balance Sheets.
|
||
The provision for anticipated sales returns consists of both contractual return rights and discretionary authorized returns.
|
||
Provisions for post-invoice sales discounts consist of both contractual programs and discretionary discounts that are expected to
|
||
be granted at a later date.
|
||
Estimates of discretionary authorized returns, discounts and claims are based on (1) historical rates, (2) specific identification of
|
||
outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated returns, discounts
|
||
and claims expected but not yet finalized with customers. Actual returns, discounts and claims in any future period are inherently
|
||
uncertain and thus may differ from estimates recorded. If actual or expected future returns, discounts or claims are significantly
|
||
greater or lower than the reserves established, a reduction or increase to net Revenues is recorded in the period in which such
|
||
determination is made.
|
||
2023 FORM 10-K 61 COST OF SALES
|
||
Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), third-
|
||
party royalties, certain foreign currency hedge gains and losses and product design costs. Shipping and handling costs are
|
||
expensed as incurred and included in Cost of sales.
|
||
DEMAND CREATION EXPENSE
|
||
Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary
|
||
products, television, digital and print advertising as well as media costs, brand events and retail brand presentation. Advertising
|
||
production costs are expensed the first time an advertisement is run. Advertising media costs are expensed when the
|
||
advertisement appears. Costs related to brand events are expensed when the event occurs. Costs related to retail brand
|
||
presentation are expensed when the presentation is complete and delivered.
|
||
A significant amount of the Company's promotional expenses result from payments under endorsement contracts. In general,
|
||
endorsement payments are expensed on a straight-line basis over the term of the contract. However , certain contracts contain
|
||
elements that may be accounted for differently based upon the facts and circumstances of each individual contract. Prepayments
|
||
made under contracts are included in Prepaid expenses and other current assets or Deferred income taxes and other assets
|
||
depending on the period to which the prepayment applies.
|
||
Certain contracts provide for contingent payments to endorsers based upon specific achievements in their sport (e.g., winning a
|
||
championship). The Company records Demand creation expense for these amounts when the endorser achieves the specific
|
||
goal.
|
||
Certain contracts provide for variable payments based upon endorsers maintaining a level of performance in their sport over an
|
||
extended period of time (e.g., maintaining a specified ranking in a sport for a year). When the Company determines payments are
|
||
probable, the amounts are reported in Demand creation expense ratably over the contract period based on the Company's best
|
||
estimate of the endorser's performance. In these instances, to the extent actual payments to the endorser dif fer from the
|
||
Company's estimate due to changes in the endorser's performance, adjustments to Demand creation expense may be recorded
|
||
in a future period.
|
||
Certain contracts provide for royalty payments to endorsers based upon a predetermined percent of sales of particular products,
|
||
which the Company records in Cost of sales as the related sales occur . For contracts containing minimum guaranteed royalty
|
||
payments, the Company records the amount of any guaranteed payment in excess of that earned through sales of product within
|
||
Demand creation expense.
|
||
Through cooperative advertising programs, the Company reimburses its wholesale customers for certain costs of advertising the
|
||
Company's products. To the extent the Company receives a distinct good or service in exchange for consideration paid to the
|
||
customer that does not exceed the fair value of that good or service, the amounts reimbursed are recorded in Demand creation
|
||
expense.
|
||
Total Demand creation expense was $4,060 million, $3,850 million and $3,114 million for the years ended May 31, 2023, 2022
|
||
and 2021, respectively. Prepaid advertising and promotion expenses totaled $755 million and $773 million at May 31, 2023 and
|
||
2022, respectively, of which $372 million and $329 million, respectively, were recorded in Prepaid expenses and other current
|
||
assets, and $383 million and $444 million, respectively, were recorded in Deferred income taxes and other assets, depending on
|
||
the period to which the prepayment applied.
|
||
OPERATING OVERHEAD EXPENSE
|
||
Operating overhead expense consists primarily of wage and benefit-related expenses, research and development costs, bad
|
||
debt expense as well as other administrative expenses such as rent, depreciation and amortization, professional services, certain
|
||
technology investments, meetings and travel.
|
||
CASH AND EQUIVALENTS
|
||
Cash and equivalents represent cash and short-term, highly liquid investments, that are both readily convertible to known
|
||
amounts of cash and so near their maturity they present insignificant risk of changes in value because of changes in interest
|
||
rates, with maturities three months or less at the date of purchase.
|
||
NIKE, INC. 62SHORT-TERM INVESTMENTS
|
||
Short-term investments consist of highly liquid investments with maturities over three months at the date of purchase. At May 31,
|
||
2023 and 2022, Short-term investments consisted of available-for-sale debt securities, which are recorded at fair value with
|
||
unrealized gains and losses reported, net of tax, in Accumulated other comprehensive income (loss), unless unrealized losses
|
||
are determined to be unrecoverable. Realized gains and losses on the sale of securities are determined by specific identification.
|
||
The Company considers all available-for-sale debt securities, including those with maturity dates beyond 12 months, as available
|
||
to support current operational liquidity needs and, therefore, classifies all securities with maturity dates beyond three months at
|
||
the date of purchase as current assets within Short-term investments on the Consolidated Balance Sheets.
|
||
Refer to Note 4 — Fair Value Measurements for more information on the Company's Short-term investments.
|
||
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE
|
||
Accounts receivable, net consist primarily of amounts due from customers. The Company makes ongoing estimates relating to
|
||
the collectability of its accounts receivable and maintains an allowance for expected losses resulting from the inability of its
|
||
customers to make required payments. In addition to judgments about the creditworthiness of significant customers based on
|
||
ongoing credit evaluations, the Company considers historical levels of credit losses, as well as macroeconomic and industry
|
||
trends to determine the amount of the allowance. The allowance for uncollectible accounts receivable was $35 million and $34
|
||
million as of May 31, 2023 and 2022, respectively.
|
||
INVENTORY VALUATION
|
||
Inventories, substantially all of which are finished goods, are stated at lower of cost and net realizable value and valued on either
|
||
an average or a specific identification cost basis. In some instances, the Company ships products directly from its suppliers to the
|
||
customer, with the related inventory and cost of sales recognized on a specific identification basis. Inventory costs primarily
|
||
consist of product cost from the Company's suppliers, as well as inbound freight, import duties, taxes, insurance, logistics and
|
||
other handling fees.
|
||
PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION
|
||
Property, plant and equipment are recorded at cost. Depreciation is determined on a straight-line basis for land improvements,
|
||
buildings and leasehold improvements over 2 to 40 years and for machinery and equipment over 2 to 15 years.
|
||
Depreciation and amortization of assets used in manufacturing, warehousing and product distribution are recorded in Cost of
|
||
sales. Depreciation and amortization of all other assets are recorded in Operating overhead expense.
|
||
SOFTWARE DEVELOPMENT COSTS
|
||
Expenditures for major software purchases and software developed for internal use are capitalized and amortized over 2 to 12
|
||
years on a straight-line basis. The Company's policy provides for the capitalization of external direct costs associated with
|
||
developing or obtaining internal use computer software. The Company also capitalizes certain payroll and payroll-related costs
|
||
for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs
|
||
with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project
|
||
stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred.
|
||
Development costs of computer software to be sold, leased or otherwise marketed as an integral part of a product are subject to
|
||
capitalization beginning when a product's technological feasibility has been established and ending when a product is available
|
||
for general release to customers. In most instances, the Company's products are released soon after technological feasibility has
|
||
been established; therefore, software development costs incurred subsequent to achievement of technological feasibility are
|
||
usually not significant, and generally, most software development costs have been expensed as incurred.
|
||
2023 FORM 10-K 63 IMPAIRMENT OF LONG-LIVED ASSETS
|
||
The Company reviews the carrying value of long-lived assets or asset groups to be used in operations whenever events or
|
||
changes in circumstances indicate the carrying amount of the assets might not be recoverable. Factors that would necessitate an
|
||
impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant
|
||
adverse change in legal factors or the business climate that could af fect the value of the asset or a significant decline in the
|
||
observable market value of an asset, among others. If such facts indicate a potential impairment, the Company would assess the
|
||
recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected
|
||
undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life
|
||
of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not
|
||
recoverable, the Company will estimate the fair value of the asset group using appropriate valuation methodologies, which would
|
||
typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset
|
||
group's carrying amount and its estimated fair value.
|
||
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS
|
||
The Company performs annual impairment tests on goodwill and intangible assets with indefinite lives in the fourth quarter of
|
||
each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a
|
||
reporting unit or an intangible asset with an indefinite life below its carrying value.
|
||
For purposes of testing goodwill for impairment, the Company allocates goodwill across its reporting units, which are considered
|
||
the Company's operating segments. For both goodwill and indefinite-lived intangible assets, which primarily consist of acquired
|
||
trade names and trademarks, the Company may first assess qualitative factors to determine whether it is more likely than not that
|
||
the fair value of a reporting unit or an intangible asset with an indefinite life is less than its carrying amount. If, after assessing the
|
||
totality of events and circumstances, the Company determines it is more likely than not that the fair value of a reporting unit or
|
||
indefinite-lived intangible asset is greater than its carrying amount, an impairment test is unnecessary.
|
||
If an impairment test is necessary, the Company will estimate the fair value of the related reporting unit or indefinite-lived
|
||
intangible asset. If the carrying value of a reporting unit or indefinite-lived intangible asset exceeds its fair value, the goodwill of
|
||
that reporting unit or indefinite-lived intangible asset is determined to be impaired and the Company will record an impairment
|
||
charge equal to the excess of the carrying value over the related fair value.
|
||
There were no accumulated impairment losses as of May 31, 2023 and 2022. Additionally, the impact to Goodwill as a result of
|
||
acquisitions and divestitures during fiscal 2023 and 2022, was not material.
|
||
OPERATING LEASES
|
||
The Company primarily leases retail store space, certain distribution and warehouse facilities, of fice space, equipment and other
|
||
non-real estate assets. The Company determines if an arrangement is a lease at inception and begins recording lease activity at
|
||
the commencement date, which is generally the date in which the Company takes possession of or controls the physical use of
|
||
the asset. Lease components are not separated from non-lease components for real estate leases within the Company's lease
|
||
portfolio. Right-of-use ("ROU") assets and lease liabilities are recognized based on the present value of lease payments over the
|
||
lease term with lease expense recognized on a straight-line basis. The Company's incremental borrowing rate is used to
|
||
determine the present value of future lease payments unless the implicit rate is readily determinable.
|
||
Lease agreements may contain rent escalation clauses, renewal or termination options, rent holidays or certain landlord
|
||
incentives, including tenant improvement allowances. ROU assets include amounts for scheduled rent increases and are reduced
|
||
by the amount of lease incentives. The lease term includes the non-cancelable period of the lease and options to extend or
|
||
terminate the lease when it is reasonably certain the Company will exercise those options. The Company does not record leases
|
||
with an initial term of 12 months or less on the Consolidated Balance Sheets and recognizes related lease payments in the
|
||
Consolidated Statements of Income on a straight-line basis over the lease term. Certain lease agreements include variable lease
|
||
payments, which are based on a percent of retail sales over specified levels or adjust periodically for inflation as a result of
|
||
changes in a published index, primarily the Consumer Price Index, and are expensed as incurred.
|
||
FAIR VALUE MEASUREMENTS
|
||
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives, equity
|
||
securities and available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to
|
||
transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level
|
||
hierarchy that prioritizes fair value measurements based on the types of inputs used, as follows:
|
||
NIKE, INC. 64•Level 1: Quoted prices in active markets for identical assets or liabilities.
|
||
•Level 2: Inputs other than quoted prices that are observable for the asset or liability , either directly or indirectly; these include
|
||
quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in
|
||
markets that are not active.
|
||
•Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own
|
||
assumptions.
|
||
The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires
|
||
judgment and considers factors specific to the asset or liability . Financial assets and liabilities are classified in their entirety based
|
||
on the most conservative level of input that is significant to the fair value measurement.
|
||
Pricing vendors are utilized for a majority of Level 1 and Level 2 investments. These vendors either provide a quoted market price
|
||
in an active market or use observable inputs without applying significant adjustments in their pricing. Observable inputs include
|
||
broker quotes, interest rates and yield curves observable at commonly quoted intervals, volatilities and credit risks. The fair value
|
||
of derivative contracts is determined using observable market inputs such as the daily market foreign currency rates, forward
|
||
pricing curves, currency volatilities, currency correlations and interest rates and considers nonperformance risk of the Company
|
||
and its counterparties.
|
||
The Company's fair value measurement process includes comparing fair values to another independent pricing vendor to ensure
|
||
appropriate fair values are recorded.
|
||
Refer to Note 4 — Fair Value Measurements for additional information.
|
||
FOREIGN CURRENCY TRANSLATION AND FOREIGN CURRENCY TRANSACTIONS
|
||
Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign
|
||
currency translation adjustment, a component of Accumulated other comprehensive income (loss).
|
||
The Company's global subsidiaries have various monetary assets and liabilities, primarily receivables and payables, which are
|
||
denominated in currencies other than their functional currency. These balance sheet items are subject to remeasurement, the
|
||
impact of which is recorded in Other (income) expense, net, within the Consolidated Statements of Income.
|
||
ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES
|
||
The Company uses derivative financial instruments to reduce its exposure to changes in foreign currency exchange rates and
|
||
interest rates. All derivatives are recorded at fair value on the Consolidated Balance Sheets and changes in the fair value of
|
||
derivative financial instruments are either recognized in Accumulated other comprehensive income (loss), Long-term debt or Net
|
||
income depending on the nature of the underlying exposure, whether the derivative is formally designated as a hedge and, if
|
||
designated, the extent to which the hedge is effective. The Company classifies the cash flows at settlement from derivatives in
|
||
the same category as the cash flows from the related hedged items. For undesignated hedges and designated cash flow hedges,
|
||
this is primarily within the Cash provided by operations component of the Consolidated Statements of Cash Flows. For
|
||
designated net investment hedges, this is within the Cash provided by investing activities component of the Consolidated
|
||
Statements of Cash Flows. For the Company's fair value hedges, which are interest rate swaps used to mitigate the change in
|
||
fair value of its fixed-rate debt attributable to changes in interest rates, the related cash flows from periodic interest payments are
|
||
reflected within the Cash provided by operations component of the Consolidated Statements of Cash Flows.
|
||
Refer to Note 12 — Risk Management and Derivatives for additional information on the Company's risk management program
|
||
and derivatives.
|
||
STOCK-BASED COMPENSATION
|
||
The Company accounts for stock-based compensation by estimating the fair value, net of estimated forfeitures, of equity awards
|
||
and recognizing the related expense as Cost of sales or Operating overhead expense, as applicable, in the Consolidated
|
||
Statements of Income on a straight-line basis over the vesting period. Substantially all awards vest ratably over four years of
|
||
continued employment, with stock options expiring 10 years from the date of grant. Performance-based restricted stock units vest
|
||
based on the Company's achievement of certain performance criteria throughout the three-year performance period and
|
||
continued employment through the vesting date. The fair value of options, stock appreciation rights and employees' purchase
|
||
rights under the employee stock purchase plans ("ESPPs") is determined using the Black-Scholes option pricing model. The fair
|
||
value of restricted stock and time-vesting restricted stock units is established by the market price on the date of grant. The fair
|
||
value of performance-based restricted stock units is estimated as of the grant date using a Monte Carlo simulation.
|
||
Refer to Note 9 — Common Stock and Stock-Based Compensation for additional information on the Company's stock-based
|
||
compensation programs.
|
||
2023 FORM 10-K 65 INCOME TAXES
|
||
The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred
|
||
tax assets and liabilities for the expected future tax consequences of temporary dif ferences between the carrying amounts and
|
||
the tax basis of assets and liabilities. The Company records a valuation allowance to reduce deferred tax assets to the amount
|
||
management believes is more likely than not to be realized. Realization of deferred tax assets is dependent on future taxable
|
||
earnings and is therefore uncertain. At least quarterly, the Company assesses taxable income in prior carryback periods, the
|
||
scheduled reversal of deferred tax liabilities, projected future taxable income and available tax planning strategies. The Company
|
||
uses forecasts of taxable income and considers foreign tax credit utilization in making this assessment of realization, which are
|
||
inherently uncertain and can result in significant variation between estimated and actual results. To the extent the Company
|
||
believes that recovery is not likely, a valuation allowance is established against the net deferred tax asset, which increases the
|
||
Company's income tax expense in the period when such determination is made.
|
||
The Company recognizes a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not
|
||
the position will be sustained upon examination by relevant tax authorities. The Company recognizes interest and penalties
|
||
related to income tax matters in Income tax expense.
|
||
Refer to Note 7 — Income Taxes for further discussion.
|
||
EARNINGS PER SHARE
|
||
Basic earnings per common share is calculated by dividing Net income by the weighted average number of common shares
|
||
outstanding during the year. Diluted earnings per common share is calculated by adjusting weighted average outstanding shares,
|
||
assuming conversion of all potentially dilutive stock options and awards.
|
||
Refer to Note 10 — Earnings Per Share for further discussion.
|
||
MANAGEMENT ESTIMATES
|
||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to
|
||
make estimates, including estimates relating to assumptions that af fect the reported amounts of assets and liabilities and
|
||
disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and
|
||
expenses during the reporting period. Actual results could differ from these estimates. Additionally, the macroeconomic
|
||
environment could remain volatile as the risk exists that worsening macroeconomic conditions could have a material, adverse
|
||
impact on future revenue growth as well as overall profitability .
|
||
RECENTLY ISSUED ACCOUNTING STANDARDS
|
||
In September 2022, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") ASU
|
||
2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which
|
||
enhances transparency surrounding the use of supplier finance programs. The new guidance requires qualitative and quantitative
|
||
disclosure sufficient to enable users of the financial statements to understand the nature, activity during the period, changes from
|
||
period to period and potential magnitude of such programs. The amendments are effective for fiscal years beginning after
|
||
December 15, 2022, including interim periods within those fiscal periods, except for the amendment on rollforward information,
|
||
which is effective for fiscal years beginning after December 15, 2023. The Company will adopt the required guidance in the first
|
||
quarter of fiscal 2024 and is currently evaluating the ASU to determine its impact on the Company's disclosures.
|
||
NIKE, INC. 66NOTE 2 — PROPERTY, PLANT AND EQUIPMENT
|
||
Property, plant and equipment, net included the following:
|
||
MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Land and improvements $ 326 $ 330
|
||
Buildings 3,293 3,170
|
||
Machinery and equipment 3,083 2,870
|
||
Internal-use software 1,612 1,616
|
||
Leasehold improvements 1,876 1,712
|
||
Construction in process 525 399
|
||
Total property, plant and equipment, gross 10,715 10,097
|
||
Less accumulated depreciation 5,634 5,306
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET $ 5,081 $ 4,791
|
||
Capitalized interest was not material for the fiscal years ended May 31, 2023, 2022 and 2021.
|
||
NOTE 3 — ACCRUED LIABILITIES
|
||
Accrued liabilities included the following:
|
||
MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Compensation and benefits, excluding taxes $ 1,737 $ 1,297
|
||
Sales-related reserves 994 1,015
|
||
Endorsement compensation 552 496
|
||
Dividends payable 529 485
|
||
Allowance for expected loss on sale(1) — 397
|
||
Other 1,911 2,530
|
||
Total Accrued Liabilities $ 5,723 $ 6,220
|
||
(1) Refer to Note 18 — Acquisitions and Divestitures for additional information.
|
||
2023 FORM 10-K 67 NOTE 4 — FAIR VALUE MEASUREMENTS
|
||
The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of
|
||
May 31, 2023 and 2022, and indicate the level in the fair value hierarchy in which the Company classifies the fair value
|
||
measurement. Refer to Note 1 — Summary of Significant Accounting Policies for additional detail regarding the Company's fair
|
||
value measurement methodology.
|
||
MAY 31, 2023
|
||
(Dollars in millions) ASSETS AT FAIR VALUE CASH AND EQUIVALENTS SHORT-TERM INVESTMENTS
|
||
Cash $ 1,767 $ 1,767 $ —
|
||
Level 1:
|
||
U.S. Treasury securities 2,655 — 2,655
|
||
Level 2:
|
||
Commercial paper and bonds 543 15 528
|
||
Money market funds 5,157 5,157 —
|
||
Time deposits 507 502 5
|
||
U.S. Agency securities 46 — 46
|
||
Total Level 2 6,253 5,674 579
|
||
TOTAL $ 10,675 $ 7,441 $ 3,234
|
||
MAY 31, 2022
|
||
(Dollars in millions) ASSETS AT FAIR VALUE CASH AND EQUIVALENTS SHORT-TERM INVESTMENTS
|
||
Cash $ 839 $ 839 $ —
|
||
Level 1:
|
||
U.S. Treasury securities 3,801 8 3,793
|
||
Level 2:
|
||
Commercial paper and bonds 660 37 623
|
||
Money market funds 6,458 6,458 —
|
||
Time deposits 1,237 1,232 5
|
||
U.S. Agency securities 2 — 2
|
||
Total Level 2 8,357 7,727 630
|
||
TOTAL $ 12,997 $ 8,574 $ 4,423
|
||
As of May 31, 2023, the Company held $2,563 million of available-for-sale debt securities with maturity dates within one year and
|
||
$671 million with maturity dates over one year and less than five years in Short-term investments on the 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 $297 million, $94
|
||
million and $34 million for the years ended May 31, 2023, 2022 and 2021, respectively.
|
||
The Company records the assets and liabilities of its derivative financial instruments on a gross basis on the Consolidated
|
||
Balance Sheets. The Company's derivative financial instruments are subject to master netting arrangements that allow for the
|
||
offset of assets and liabilities in the event of default or early termination of the contract. Any amounts of cash collateral received
|
||
related to these instruments associated with the Company's credit-related contingent features are recorded in Cash and
|
||
equivalents and Accrued liabilities, the latter of which would further offset against the Company's derivative asset balance. Any
|
||
amounts of cash collateral posted related to these instruments associated with the Company's credit-related contingent features
|
||
are recorded in Prepaid expenses and other current assets, which would further offset against the Company's derivative liability
|
||
balance. Cash collateral received or posted related to the Company's credit-related contingent features is presented in the Cash
|
||
provided by operations component of the Consolidated Statements of Cash Flows. The Company does not recognize amounts of
|
||
non-cash collateral received, such as securities, on the Consolidated Balance Sheets. For further information related to credit
|
||
risk, refer to Note 12 — Risk Management and Derivatives.
|
||
NIKE, INC. 68The 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:
|
||
MAY 31, 2023
|
||
DERIVATIVE ASSETS DERIVATIVE LIABILITIES
|
||
(Dollars in millions)ASSETS AT
|
||
FAIR VALUEOTHER
|
||
CURRENT
|
||
ASSETSOTHER
|
||
LONG-TERM
|
||
ASSETSLIABILITIES
|
||
AT FAIR
|
||
VALUEACCRUED
|
||
LIABILITIESOTHER
|
||
LONG-TERM
|
||
LIABILITIES
|
||
Level 2:
|
||
Foreign exchange forwards and options(1)$ 557 $ 493 $ 64 $ 180 $ 128 $ 52
|
||
(1) If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have
|
||
been reduced by $178 million as of May 31, 2023. As of that date, the Company received $36 million of cash collateral from various counterparties
|
||
related to foreign exchange derivative instruments. No amount of collateral was posted on the derivative liability balance as of May 31, 2023.
|
||
MAY 31, 2022
|
||
DERIVATIVE ASSETS DERIVATIVE LIABILITIES
|
||
(Dollars in millions)ASSETS AT
|
||
FAIR VALUEOTHER
|
||
CURRENT
|
||
ASSETSOTHER
|
||
LONG-TERM
|
||
ASSETSLIABILITIES
|
||
AT FAIR
|
||
VALUEACCRUED
|
||
LIABILITIESOTHER
|
||
LONG-TERM
|
||
LIABILITIES
|
||
Level 2:
|
||
Foreign exchange forwards and options and
|
||
embedded derivatives(1)$ 880 $ 674 $ 206 $ 77 $ 66 $ 11
|
||
(1) If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have
|
||
been reduced by $76 million as of May 31, 2022. As of that date, the Company had received $486 million of cash collateral from various counterparties
|
||
related to foreign exchange derivative instruments. No amount of collateral was posted on the Company's derivative liability balance as of May 31,
|
||
2022.
|
||
For additional information related to the Company's derivative financial instruments, refer to Note 12 — Risk Management and
|
||
Derivatives. For fair value information regarding Notes payable and Long-term debt, refer to Note 5 — Short-Term Borrowings
|
||
and Credit Lines and Note 6 — Long-Term Debt, respectively.
|
||
The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.
|
||
NON-RECURRING FAIR VALUE MEASUREMENTS
|
||
As further discussed in Note 18 — Acquisitions and Divestitures, the Company met the criteria to recognize the related assets
|
||
and liabilities of its Argentina, Chile and Uruguay entities as held-for-sale as of May 31, 2022. This required the Company to
|
||
remeasure the disposal groups at fair value, less costs to sell, which is considered a Level 3 fair value measurement and was
|
||
based on each transaction's estimated consideration.
|
||
All other assets or liabilities required to be measured at fair value on a non-recurring basis as of May 31, 2023 and 2022 were
|
||
immaterial.
|
||
2023 FORM 10-K 69 NOTE 5 — SHORT-TERM BORROWINGS AND CREDIT LINES
|
||
The carrying amounts reflected in the Consolidated Balance Sheets for Notes payable approximate fair value.
|
||
On March 11, 2022, the Company 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 11, 2027, 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 August 16, 2019, which would have matured on August 16,
|
||
2024. 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.
|
||
On March 10, 2023, 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 8, 2024, 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 11, 2022, which matured on March 10, 2023. 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 and for the periods ended May 31, 2023 and 2022, no amounts were outstanding under any of the Company's committed
|
||
credit facilities.
|
||
NIKE, INC. 70NOTE 6 — LONG-TERM DEBT
|
||
Long-term debt, net of unamortized premiums, discounts and debt issuance costs, comprises the following:
|
||
BOOK VALUE
|
||
OUTSTANDING
|
||
AS OF MAY 31,
|
||
Scheduled Maturity (Dollars in millions) ORIGINAL PRINCIPAL INTEREST RATE INTEREST PAYMENTS 2023 2022
|
||
Corporate Term Debt:(1)(2)
|
||
May 1, 2023 $ 500 2.25 % Semi-Annually $ — $ 500
|
||
March 27, 2025 1,000 2.40 % Semi-Annually 998 996
|
||
November 1, 2026 1,000 2.38 % Semi-Annually 997 997
|
||
March 27, 2027 1,000 2.75 % Semi-Annually 997 996
|
||
March 27, 2030 1,500 2.85 % Semi-Annually 1,492 1,491
|
||
March 27, 2040 1,000 3.25 % Semi-Annually 987 986
|
||
May 1, 2043 500 3.63 % Semi-Annually 496 496
|
||
November 1, 2045 1,000 3.88 % Semi-Annually 986 985
|
||
November 1, 2046 500 3.38 % Semi-Annually 492 492
|
||
March 27, 2050 1,500 3.38 % Semi-Annually 1,482 1,481
|
||
Total 8,927 9,420
|
||
Less Current Portion of Long-Term Debt — 500
|
||
TOTAL LONG-TERM DEBT $ 8,927 $ 8,920
|
||
(1) These senior unsecured obligations rank equally with the Company's other unsecured and unsubordinated indebtedness.
|
||
(2) The bonds are redeemable at the Company's option at a price equal to the greater of (i) 100% of the aggregate principal amount of the notes to be
|
||
redeemed or (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. However, the
|
||
bonds also feature a par call provision, which allows for the bonds to be redeemed at a price equal to 100% of the aggregate principal amount of the
|
||
notes being redeemed, plus accrued and unpaid interest on or after the P ar Call Date, as defined in the respective notes.
|
||
The scheduled maturity of Long-term debt in each of the years ending May 31, 2024 through 2028, are $0 million, $1,000 million,
|
||
$0 million, $2,000 million and $0 million, respectively, at face value.
|
||
The Company's Long-term debt is recorded at adjusted cost, net of unamortized premiums, discounts and debt issuance costs.
|
||
The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical
|
||
instruments in inactive markets (Level 2). The fair value of the Company's Long-term debt, including the current portion, was
|
||
approximately $7,889 million and $8,933 million as of May 31, 2023 and 2022, respectively.
|
||
2023 FORM 10-K 71 NOTE 7 — INCOME TAXES
|
||
Income before income taxes is as follows:
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Income before income taxes:
|
||
United States $ 4,663 $ 6,020 $ 5,723
|
||
Foreign 1,538 631 938
|
||
TOTAL INCOME BEFORE INCOME TAXES $ 6,201 $ 6,651 $ 6,661
|
||
The provision for income taxes is as follows:
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Current:
|
||
United States
|
||
Federal $ 430 $ 231 $ 328
|
||
State 184 98 134
|
||
Foreign 634 926 857
|
||
Total Current 1,248 1,255 1,319
|
||
Deferred:
|
||
United States
|
||
Federal (162) (522) (371)
|
||
State (25) (16) (34)
|
||
Foreign 70 (112) 20
|
||
Total Deferred (117) (650) (385)
|
||
TOTAL INCOME TAX EXPENSE $ 1,131 $ 605 $ 934
|
||
A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate is as follows:
|
||
YEAR ENDED MAY 31,
|
||
2023 2022 2021
|
||
Federal income tax rate 21.0 % 21.0 % 21.0 %
|
||
State taxes, net of federal benefit 1.5 % 1.4 % 1.3 %
|
||
Foreign earnings 1.7 % -1.8 % 0.2 %
|
||
Subpart F deferred tax benefit 0.0 % -4.7 % 0.0 %
|
||
Foreign-derived intangible income benefit -6.1 % -4.1 % -3.7 %
|
||
Excess tax benefits from stock-based compensation -1.1 % -4.9 % -4.5 %
|
||
Income tax audits and contingency reserves 1.0 % 1.5 % 1.5 %
|
||
U.S. research and development tax credit -1.2 % -1.0 % -0.9 %
|
||
Other, net 1.4 % 1.7 % -0.9 %
|
||
EFFECTIVE INCOME TAX RATE 18.2 % 9.1 % 14.0 %
|
||
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Tax Act"), which significantly changed U.S. tax law and
|
||
included a provision to tax global intangible low-taxed income ("GILTI") of foreign subsidiaries. The Company recognizes taxes
|
||
due under the GILTI provision as a current period expense.
|
||
The effective tax rate for the fiscal year ended May 31, 2023 was higher than the effective tax rate for the fiscal year ended
|
||
May 31, 2022. The increase was primarily due to decreased benefits from stock-based compensation and the prior year
|
||
recognition of a non-cash, one-time benefit related to the onshoring of the Company's non-U.S . intangible property. During the
|
||
fourth quarter of fiscal 2022, the Company onshored certain non-U.S . intangible property ownership rights and implemented
|
||
changes in the Company's legal entity structure. The tax restructuring increases the possibility that foreign earnings in future
|
||
periods will be subject to tax in the U.S. due to Subpart F of the Internal Revenue Code. The Company recognized a deferred tax
|
||
asset and corresponding non-cash deferred income tax benefit of 4.7%, to establish the deferred tax deduction that is expected
|
||
to reduce taxable income in future periods.
|
||
NIKE, INC. 72The effective tax rate for the fiscal year ended May 31, 2022 was lower than the effective tax rate for the fiscal year ended
|
||
May 31, 2021. The decrease was primarily due to a shift in the Company's earnings mix and recognition of a non-cash, one-time
|
||
benefit related to the onshoring of the Company's non-U.S. intangible property.
|
||
Deferred tax assets and liabilities comprise the following as of:
|
||
MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Deferred tax assets:
|
||
Inventories(1)$ 79 $ 136
|
||
Sales return reserves(1) 89 109
|
||
Deferred compensation(1) 321 313
|
||
Stock-based compensation 261 195
|
||
Reserves and accrued liabilities(1) 144 145
|
||
Operating lease liabilities 511 508
|
||
Intangibles 255 275
|
||
Capitalized research and development expenditures 548 353
|
||
Net operating loss carry-forwards 15 8
|
||
Subpart F deferred tax 374 313
|
||
Foreign tax credit carry-forward — 103
|
||
Other(1) 183 148
|
||
Total deferred tax assets 2,780 2,606
|
||
Valuation allowance (22) (19)
|
||
Total deferred tax assets after valuation allowance 2,758 2,587
|
||
Deferred tax liabilities:
|
||
Foreign withholding tax on undistributed earnings of foreign subsidiaries (186) (146)
|
||
Property, plant and equipment(1) (276) (247)
|
||
Right-of-use assets (441) (437)
|
||
Other(1) (56) (92)
|
||
Total deferred tax liabilities (959) (922)
|
||
NET DEFERRED TAX ASSET (2)$ 1,799 $ 1,665
|
||
(1) The above amounts exclude deferred taxes held-for-sale as of May 31, 2022. See Note 18 — Acquisitions and Divestitures for additional information.
|
||
(2) Of the total $1,799 million net deferred tax asset for the period ended May 31, 2023, $2,026 million was included within Deferred income taxes and
|
||
other assets and $(227) million was included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets. Of the total $1,665
|
||
million net deferred tax asset for the period ended May 31, 2022, $1,891 million was included within Deferred income taxes and other assets and
|
||
$(226) million was included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets.
|
||
The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits as of:
|
||
MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Unrecognized tax benefits, beginning of the period $ 848 $ 896 $ 771
|
||
Gross increases related to prior period tax positions 95 71 77
|
||
Gross decreases related to prior period tax positions (17) (145) (22)
|
||
Gross increases related to current period tax positions 50 62 59
|
||
Settlements (18) (17) (5)
|
||
Lapse of statute of limitations (7) (10) (6)
|
||
Changes due to currency translation (15) (9) 22
|
||
UNRECOGNIZED TAX BENEFITS, END OF THE PERIOD $ 936 $ 848 $ 896
|
||
As of May 31, 2023, total gross unrecognized tax benefits, excluding related interest and penalties, were $936 million, of which
|
||
$651 million 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
|
||
Consolidated Balance Sheets.
|
||
2023 FORM 10-K 73 The Company recognizes interest and penalties related to income tax matters in Income tax expense. The liability for payment of
|
||
interest and penalties increased by $20 million during the fiscal year ended May 31, 2023, increased by $45 million during the
|
||
fiscal year ended May 31, 2022, and increased by $45 million during the fiscal year ended May 31, 2021. As of May 31, 2023 and
|
||
2022, accrued interest and penalties related to uncertain tax positions were $268 million and $248 million, respectively (excluding
|
||
federal benefit) and were included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets.
|
||
As of May 31, 2023 and 2022, long-term income taxes payable were $373 million and $535 million, respectively, and were
|
||
included within Deferred income taxes and other liabilities on the 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. IRS for fiscal years 2017 through 2019. 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 $50 million within the next 12 months. 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.
|
||
A portion of the Company's foreign operations benefit from a tax holiday, which is set to expire in 2031. This tax holiday may be
|
||
extended when certain conditions are met or may be terminated early if certain conditions are not met. The tax benefit attributable
|
||
to this tax holiday, before taking into consideration other U.S. indirect tax provisions, was $263 million, $221 million and $238
|
||
million for the fiscal years ended May 31, 2023, 2022 and 2021, respectively. The benefit of the tax holiday on diluted earnings
|
||
per common share was $0.17, $0.14 and $0.15 for the fiscal years ended May 31, 2023, 2022 and 2021, respectively.
|
||
Deferred tax assets as of May 31, 2023 and 2022, were reduced by a valuation allowance. For the fiscal year ended May 31,
|
||
2023, a valuation allowance was provided for U.S. capital loss carryforwards and on tax benefits generated by certain entities
|
||
with operating losses. For the fiscal year ended May 31, 2022, a valuation allowance was provided for U.S. capital loss
|
||
carryforwards and on tax benefits generated by certain entities with operating losses. There was a $3 million net increase in the
|
||
valuation allowance for the fiscal year ended May 31, 2023, compared to a $7 million net increase for the fiscal year ended
|
||
May 31, 2022, and $14 million net decrease for the fiscal year ended May 31, 2021.
|
||
The Company has available domestic and foreign loss carry-forwards of $61 million as of May 31, 2023. If not utilized, $33 million
|
||
of losses will expire in the periods between fiscal 2028 and 2043.
|
||
NOTE 8 — REDEEMABLE PREFERRED STOCK
|
||
Sojitz America is the sole owner of the Company's authorized redeemable preferred stock, $1 par value, which is redeemable at
|
||
the option of Sojitz America or the Company at par value aggregating $0.3 million. A cumulative dividend of $0.10 per share is
|
||
payable annually on May 31, and no dividends may be declared or paid on the common stock of the Company unless dividends
|
||
on the redeemable preferred stock have been declared and paid in full. There have been no changes in the redeemable preferred
|
||
stock in the fiscal years ended May 31, 2023, 2022 and 2021. As the holder of the redeemable preferred stock, Sojitz America
|
||
does not have general voting rights but does have the right to vote as a separate class on the sale of all or substantially all of the
|
||
assets of the Company and its subsidiaries; on merger, consolidation, liquidation or dissolution of the Company; or on the sale or
|
||
assignment of the NIKE trademark for athletic footwear sold in the United States. The redeemable preferred stock has been fully
|
||
issued to Sojitz America and is not blank check preferred stock. The Company's articles of incorporation do not permit the
|
||
issuance of additional preferred stock.
|
||
NOTE 9 — COMMON STOCK AND STOCK-BASED COMPENSATION
|
||
COMMON STOCK
|
||
The authorized number of shares of Class A Common Stock, no par value, and Class B Common Stock, no par value, are 400
|
||
million and 2,400 million, respectively. Each share of Class A Common Stock is convertible into one share of Class B Common
|
||
Stock. Voting rights of Class B Common Stock are limited in certain circumstances with respect to the election of directors. There
|
||
are no differences in the dividend and liquidation preferences or participation rights of the holders of Class A and Class B
|
||
Common Stock. From time to time, the Company's Board of Directors authorizes share repurchase programs for the repurchase
|
||
of Class B Common Stock. The value of repurchased shares is deducted from Total shareholders' equity through allocation to
|
||
Capital in excess of stated value and Retained earnings.
|
||
NIKE, INC. 74STOCK-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
|
||
("RSUs") as well as performance-based restricted stock units ("PSUs"). A committee of the Board of Directors administers the
|
||
Stock Incentive Plan and has the authority to determine the employees to whom awards will be made, the amount of the awards
|
||
and the other terms and conditions of the awards. The Company generally grants stock options, restricted stock and restricted
|
||
stock units on an annual basis. The exercise price for stock options and stock appreciation rights may not be less than the fair
|
||
market value of the underlying shares on the date of grant. Substantially all awards under the Stock Incentive Plan vest ratably
|
||
over 4 years of continued employment, with stock options expiring 10 years from the date of grant.
|
||
The following table summarizes the Company's total stock-based compensation expense recognized in Cost of sales or
|
||
Operating overhead expense, as applicable:
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Stock options(1)$ 311 $ 297 $ 323
|
||
ESPPs 72 60 63
|
||
Restricted stock and restricted stock units(1)(2) 372 281 225
|
||
TOTAL STOCK-BASED COMPENSATION EXPENSE $ 755 $ 638 $ 611
|
||
(1) Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is primarily recorded for
|
||
employees meeting certain retirement eligibility requirements and was $64 million, $57 million and $67 million for the fiscal years ended May 31, 2023,
|
||
2022 and 2021, respectively. During fiscal 2021, an immaterial amount of accelerated stock option and restricted stock unit expense was also recorded
|
||
for certain employees impacted by the Company's organizational realignment. For more information, see Note 19 — Restructuring.
|
||
(2) For the fiscal years ended May 31, 2023 and 2022, expense for restricted stock units includes an immaterial amount of expense for PSUs.
|
||
The income tax benefit related to stock-based compensation expense was $71 million, $327 million and $297 million for the fiscal
|
||
years ended May 31, 2023, 2022 and 2021, respectively, and reported within Income tax expense.
|
||
STOCK OPTIONS
|
||
The weighted average fair value per share of stock options granted during the years ended May 31, 2023, 2022 and 2021,
|
||
computed as of the grant date using the Black-Scholes pricing model, was $31.31, $37.53 and $26.75, respectively. The
|
||
weighted average assumptions used to estimate these fair values were as follows:
|
||
YEAR ENDED MAY 31,
|
||
2023 2022 2021
|
||
Dividend yield 0.9 % 0.8 % 0.9 %
|
||
Expected volatility 27.1 % 24.9 % 27.3 %
|
||
Weighted average expected life (in years) 5.8 5.8 6.0
|
||
Risk-free interest rate 3.3 % 0.9 % 0.4 %
|
||
Expected volatilities are based on an analysis of the historical volatility of the Company's common stock, the implied volatility in
|
||
market traded options on the Company's common stock with a term greater than one year, as well as other factors. The weighted
|
||
average expected life of options is based on an analysis of historical and expected future exercise patterns. The interest rate is
|
||
based on the U.S. Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the
|
||
expected term of the options.
|
||
2023 FORM 10-K 75 The following summarizes the stock option transactions under the plan discussed above:
|
||
SHARES(1)WEIGHTED AVERAGE
|
||
OPTION PRICE
|
||
(In millions)
|
||
Options outstanding as of May 31, 2022 68.0 $ 88.66
|
||
Exercised (7.5) 57.11
|
||
Forfeited (1.5) 122.93
|
||
Granted 12.0 107.44
|
||
Options outstanding as of May 31, 2023 71.0 $ 94.40
|
||
(1) Includes stock appreciation rights transactions.
|
||
Options exercisable as of May 31, 2023 were 44.7 million and had a weighted average option price of $79.95 per share. The
|
||
aggregate intrinsic value for options outstanding and exercisable as of May 31, 2023 was $1,380 million and $1,307 million,
|
||
respectively. The total intrinsic value of the options exercised during the years ended May 31, 2023, 2022 and 2021 was $438
|
||
million, $1,742 million and $1,571 million, respectively. The intrinsic value is the amount by which the market value of the
|
||
underlying stock exceeds the exercise price of the options. The weighted average contractual life remaining for options
|
||
outstanding and options exercisable as of May 31, 2023 was 5.9 years and 4.5 years, respectively. As of May 31, 2023, the
|
||
Company had $425 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized
|
||
in Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining perio d of 2.5 years.
|
||
EMPLOYEE STOCK PURCHASE PLANS
|
||
In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount from the market
|
||
price under ESPPs. Subject to the annual statutory limit, employees are eligible to participate through payroll deductions of up to
|
||
10% of their compensation. At the end of each six-month offering period, shares are purchased by the participants at 85% of the
|
||
lower of the fair market value at the beginning or the end of the of fering period. Employees purchased 3.0 million, 2.0 million and
|
||
2.5 million shares during each of the fiscal years ended May 31, 2023, 2022 and 2021, respectively.
|
||
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
|
||
Recipients of restricted stock are entitled to cash dividends and to vote their respective shares throughout the period of
|
||
restriction. Recipients of restricted stock units, which includes RS Us and PSUs, are entitled to dividend equivalent cash
|
||
payments upon vesting. The number of shares of restricted stock and restricted stock units vested includes shares of common
|
||
stock withheld by the Company on behalf of employees to satisfy the minimum statutory tax withholding requirements.
|
||
The following summarizes the restricted stock and restricted stock units transactions under the plan discussed above:
|
||
SHARES(1)WEIGHTED AVERAGE
|
||
GRANT DATE
|
||
FAIR VALUE
|
||
(In millions)
|
||
Nonvested as of May 31, 2022 6.7 $ 130.88
|
||
Vested (2.2) 114.85
|
||
Forfeited (0.7) 131.10
|
||
Granted 4.5 115.56
|
||
Nonvested as of May 31, 2023 8.3 $ 126.97
|
||
(1) Includes an immaterial amount of PSU transactions
|
||
The weighted average fair value per share of restricted stock and restricted stock units granted for the fiscal years ended May 31,
|
||
2023, 2022 and 2021, computed as of the grant date, was $115.56, $168.04 and $113.84, respectively. During the fiscal years
|
||
ended May 31, 2023, 2022 and 2021, the aggregate fair value of vested restricted stock and restricted stock units was $250
|
||
million, $354 million and $310 million, respectively, computed as of the date of vesting.
|
||
As of May 31, 2023, the Company had $649 million of unrecognized compensation costs from restricted stock and restricted
|
||
stock units, net of estimated forfeitures, to be recognized in Cost of sales or Operating overhead expense, as applicable, over a
|
||
weighted average remaining period of 2.3 years.
|
||
NIKE, INC. 76NOTE 10 — 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 excluded restricted stock, restricted stock units and options, including shares under
|
||
ESPPs, to purchase an estimated additional 31.7 million, 9.4 million and 11.3 million shares of common stock outstanding for the
|
||
fiscal years ended May 31, 2023, 2022 and 2021, respectively, because the awards were assumed to be anti-dilutive.
|
||
YEAR ENDED MAY 31,
|
||
(In millions, except per share data) 2023 2022 2021
|
||
Net income available to common stockholders $ 5,070 $ 6,046 $ 5,727
|
||
Determination of shares:
|
||
Weighted average common shares outstanding 1,551.6 1,578.8 1,573.0
|
||
Assumed conversion of dilutive stock options and awards 18.2 32.0 36.4
|
||
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 1,569.8 1,610.8 1,609.4
|
||
Earnings per common share:
|
||
Basic $ 3.27 $ 3.83 $ 3.64
|
||
Diluted $ 3.23 $ 3.75 $ 3.56
|
||
NOTE 11 — BENEFIT PLANS
|
||
The Company has a qualified 401(k) Savings and Profit Sharing Plan, in which all U.S. employees are able to participate. The
|
||
Company matches a portion of employee contributions to the savings plan. Company contributions to the savings plan were $136
|
||
million, $126 million and $110 million and included in Cost of sales or Operating overhead expense, as applicable, for the fiscal
|
||
years ended May 31, 2023, 2022 and 2021, respectively.
|
||
The Company also has a Long-Term Incentive Plan ("LTIP") adopted by the Board of Directors and approved by shareholders in
|
||
September 1997, which has been amended from time to time. The Company recognized an immaterial amount of Operating
|
||
overhead expense related to cash awards under the LTIP during the years ended May 31, 2023, 2022 and 2021. During the fiscal
|
||
years ended May 31, 2023 and 2022, under the Stock Incentive Plan, the Company granted PSUs which replaced cash-based
|
||
long-term incentive awards historically granted under the Company's LTIP. Refer to Note 9 — Common Stock and Stock-Based
|
||
Compensation for further information related to PSUs.
|
||
The Company allows certain highly compensated employees and non-employee directors of the Company to defer compensation
|
||
under a nonqualified deferred compensation plan. A rabbi trust was established to fund the Company's nonqualified deferred
|
||
compensation plan obligation. The assets in the rabbi trust of approximately $875 million and $876 million as of May 31, 2023
|
||
and 2022, respectively, primarily consist of company owned life insurance policies recorded at their cash surrender value and are
|
||
classified in Deferred income taxes and other assets on the Consolidated B alance Sheets. Deferred compensation plan liabilities
|
||
were $897 million and $890 million as of May 31, 2023 and 2022, respectively, and primarily classified in Deferred income taxes
|
||
and other liabilities on the Consolidated Balance Sheets.
|
||
The Company has pension plans in various countries worldwide. The pension plans are only available to local employees and are
|
||
generally government mandated. The liability related to the unfunded pension liabilities of the plans was $29 million and $30
|
||
million as of May 31, 2023 and 2022, respectively, and primarily classified as non-current in Deferred income taxes and other
|
||
liabilities on the Consolidated Balance Sheets.
|
||
NOTE 12 — RISK MANAGEMENT AND DERIVATIVES
|
||
The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest
|
||
rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not
|
||
hold or issue derivatives for trading or speculative purposes.
|
||
The Company may elect to designate certain derivatives as hedging instruments under U.S . GAAP. The Company formally
|
||
documents all relationships between designated hedging instruments and hedged items, as well as its risk management
|
||
objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges
|
||
to either recognized assets or liabilities or forecasted transactions and assessing, both at inception and on an ongoing basis, the
|
||
effectiveness of the hedging relationships.
|
||
2023 FORM 10-K 77 The majority of derivatives outstanding as of May 31, 2023, are designated as foreign currency cash flow hedges, primarily for
|
||
Euro/U.S. Dollar, British Pound/Euro, Chinese Yuan/U.S. Dollar and Japanese Yen/U.S. Dollar currency pairs. All derivatives are
|
||
recognized on the Consolidated Balance Sheets at fair value and classified based on the instrument's maturity date.
|
||
The following tables present the fair values of derivative instruments included within the Consolidated B alance Sheets:
|
||
DERIVATIVE ASSETS
|
||
BALANCE SHEET LOCATIONMAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Derivatives formally designated as hedging
|
||
instruments:
|
||
Foreign exchange forwards and options Prepaid expenses and other current assets $ 480 $ 639
|
||
Foreign exchange forwards and options Deferred income taxes and other assets 64 206
|
||
Total derivatives formally designated as hedging
|
||
instruments 544 845
|
||
Derivatives not designated as hedging
|
||
instruments:
|
||
Foreign exchange forwards and options and
|
||
embedded derivatives Prepaid expenses and other current assets 13 35
|
||
Total derivatives not designated as hedging
|
||
instruments 13 35
|
||
TOTAL DERIVATIVE ASSETS $ 557 $ 880
|
||
DERIVATIVE LIABILITIES
|
||
BALANCE SHEET LOCATIONMAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Derivatives formally designated as hedging
|
||
instruments:
|
||
Foreign exchange forwards and options Accrued liabilities $ 93 $ 37
|
||
Foreign exchange forwards and options Deferred income taxes and other liabilities 52 11
|
||
Total derivatives formally designated as hedging
|
||
instruments 145 48
|
||
Derivatives not designated as hedging
|
||
instruments:
|
||
Foreign exchange forwards and options and
|
||
embedded derivatives Accrued liabilities 35 29
|
||
Total derivatives not designated as hedging
|
||
instruments 35 29
|
||
TOTAL DERIVATIVE LIABILITIES $ 180 $ 77
|
||
The following table presents the amounts in the Consolidated Statements of Income in which the effects of cash flow hedges are
|
||
recorded and the effects of cash flow hedge activity on these line items for the fiscal years ended May 31, 2023, 2022 and 2021:
|
||
YEAR ENDED MAY 31,
|
||
2023 2022 2021
|
||
(Dollars in millions) TOTALAMOUNT OF
|
||
GAIN (LOSS)
|
||
ON CASH FLOW
|
||
HEDGE ACTIVITY TOTALAMOUNT OF
|
||
GAIN (LOSS)
|
||
ON CASH FLOW
|
||
HEDGE ACTIVITY TOTALAMOUNT OF
|
||
GAIN (LOSS)
|
||
ON CASH FLOW
|
||
HEDGE ACTIVITY
|
||
Revenues $ 51,217 $ 26 $ 46,710 $ (82) $ 44,538 $ 45
|
||
Cost of sales 28,925 581 25,231 (23) 24,576 51
|
||
Demand creation expense 4,060 (5) 3,850 1 3,114 3
|
||
Other (income) expense, net (280) 338 (181) 130 14 (47)
|
||
Interest expense (income), net (6) (8) 205 (7) 262 (7)
|
||
NIKE, INC. 78The following tables present the amounts affecting the Consolidated Statements of Income for the years ended May 31, 2023,
|
||
2022 and 2021:
|
||
(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)
|
||
YEAR ENDED MAY 31, LOCATION OF GAIN (LOSS)
|
||
RECLASSIFIED FROM ACCUMULATED
|
||
OTHER COMPREHENSIVE INCOME
|
||
(LOSS) INTO INCOMEYEAR ENDED MAY 31,
|
||
2023 2022 2021 2023 2022 2021
|
||
Derivatives designated as
|
||
cash flow hedges:
|
||
Foreign exchange forwards
|
||
and options $ 16 $ (39) $ (61) Revenues $ 26 $ (82) $ 45
|
||
Foreign exchange forwards
|
||
and options 305 889 (563) Cost of sales 581 (23) 51
|
||
Foreign exchange forwards
|
||
and options (1) (6) 5 Demand creation expense (5) 1 3
|
||
Foreign exchange forwards
|
||
and options 207 492 (163) Other (income) expense, net 338 130 (47)
|
||
Interest rate swaps(2) — — — Interest expense (income), net (8) (7) (7)
|
||
Total designated cash
|
||
flow hedges $ 527 $ 1,336 $ (782) $ 932 $ 19 $ 45
|
||
(1) For the fiscal years ended May 31, 2023, 2022, and 2021, 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 DERIVATIVESYEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Derivatives designated as hedging instruments:
|
||
Foreign exchange forwards and options and
|
||
embedded derivatives $ 28 $ 38 $ (167) Other (income) expense, net
|
||
CASH FLOW HEDGES
|
||
All changes in fair value of derivatives designated as cash flow hedge instruments are recorded in Accumulated other
|
||
comprehensive income (loss) until Net income is affected by the variability of cash flows of the hedged transaction. Effective
|
||
hedge results are classified in the Consolidated Statements of Income in the same manner as the underlying exposure. When it
|
||
is no longer probable the forecasted hedged transaction will occur in the initially identified time period, hedge accounting is
|
||
discontinued and the Company accounts for the associated derivative as an undesignated instrument as discussed below .
|
||
Additionally, the gains and losses associated with derivatives no longer designated as cash flow hedge instruments in
|
||
Accumulated other comprehensive income (loss) are recognized immediately in Other (income) expense, net, if it is probable the
|
||
forecasted hedged transaction will not occur by the end of the initially identified time period or within an additional two-month
|
||
period thereafter. In rare circumstances, the additional period of time may exceed two months due to extenuating circumstances
|
||
related to the nature of the forecasted transaction that are outside the control or influence of the Company .
|
||
The purpose of the Company's foreign exchange risk management program is to lessen both the positive and negative ef fects of
|
||
currency fluctuations on the Company's consolidated results of operations, financial position and cash flows. Foreign currency
|
||
exposures the Company may elect to hedge in this manner include product costs, non-functional currency denominated
|
||
revenues, intercompany revenues, demand creation expenses, investments in U.S . Dollar denominated available-for-sale debt
|
||
securities and certain other intercompany transactions.
|
||
Product cost foreign currency exposures are primarily generated through non-functional currency denominated product
|
||
purchases. NIKE entities primarily purchase product in two ways: (1) Certain NIKE entities purchase product from the NIKE
|
||
Trading Company ("NTC"), a wholly-owned sourcing hub that buys NIKE branded products from third-party factories,
|
||
predominantly in U.S. Dollars. The NTC, whose functional currency is the U.S. Dollar, then sells the product to NIKE entities in
|
||
their respective functional currencies. NTC sales to a NIKE entity with a different functional currency result in a foreign currency
|
||
2023 FORM 10-K 79 exposure for the NTC. (2) Other NIKE entities purchase product directly from third-party factories in U.S. Dollars. These
|
||
purchases generate a foreign currency exposure for those NIKE entities with a functional currency other than the U.S. Dollar.
|
||
The Company's policy permits the utilization of derivatives to reduce its foreign currency exposures where internal netting or
|
||
other strategies cannot be effectively employed. Typically, the Company may enter into hedge contracts starting up to 12 to 24
|
||
months in advance of the forecasted transaction and may place incremental hedges up to 100% of the exposure by the time the
|
||
forecasted transaction occurs. The total notional amount of outstanding foreign currency derivatives designated as cash flow
|
||
hedges was $18.2 billion as of May 31, 2023.
|
||
As of May 31, 2023, approximately $419 million of deferred net gains (net of tax) on both outstanding and matured derivatives in
|
||
Accumulated other comprehensive income (loss) 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 May 31,
|
||
2023, 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 Company has, in the past, been exposed to the risk of changes in the fair value of certain fixed-rate debt attributable to
|
||
changes in interest rates. Derivatives used by the Company to hedge this risk are receive-fixed, pay-variable interest rate swaps.
|
||
The Company had no interest rate swaps designated as fair value hedges as of May 31, 2023.
|
||
NET INVESTMENT HEDGES
|
||
The Company has, in the past, hedged and may, in the future, hedge the risk of variability in foreign currency-denominated net
|
||
investments in wholly-owned international operations. All changes in fair value of the derivatives designated as net investment
|
||
hedges are reported in Accumulated other comprehensive income (loss) along with the foreign currency translation adjustments
|
||
on those investments. The Company had no outstanding net investment hedges as of May 31, 2023.
|
||
UNDESIGNATED DERIVATIVE INSTRUMENTS
|
||
The Company may elect to enter into foreign exchange forwards to mitigate the change in fair value of specific assets and
|
||
liabilities on the Consolidated Balance Sheets. These undesignated instruments are recorded at fair value as a derivative asset or
|
||
liability on the Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense,
|
||
net, together with the remeasurement gain or loss from the hedged balance sheet position. The total notional amount of
|
||
outstanding undesignated derivative instruments was $4.7 billion as of May 31, 2023.
|
||
CREDIT RISK
|
||
The Company is exposed to credit-related losses in the event of nonperformance by counterparties to hedging instruments. The
|
||
counterparties to all derivative transactions are major financial institutions with investment grade credit ratings; however , this
|
||
does not eliminate the Company's exposure to credit risk with these institutions. This credit risk is limited to the unrealized gains
|
||
in such contracts should any of these counterparties fail to perform as contracted. To manage this risk, the Company has
|
||
established strict counterparty credit guidelines that are continually monitored.
|
||
The Company's derivative contracts contain credit risk-related contingent features designed to protect against significant
|
||
deterioration in counterparties' creditworthiness and their ultimate ability to settle outstanding derivative contracts in the normal
|
||
course of business. The Company's bilateral credit-related contingent features generally require the owing entity, either the
|
||
Company or the derivative counterparty, to post collateral for the portion of the fair value in excess of $50 million should the fair
|
||
value of outstanding derivatives per counterparty be greater than $50 million. Additionally, a certain level of decline in credit rating
|
||
of either the Company or the counterparty could trigger collateral requirements. As of May 31, 2023, the Company was in
|
||
compliance with all credit risk-related contingent features, and derivative instruments with such features were in a net liability
|
||
position of approximately $2 million. Accordingly, the Company posted no cash collateral as a result of these contingent features.
|
||
Further, as of May 31, 2023, the Company had received $36 million in cash collateral from various counterparties to its derivative
|
||
contracts. The Company 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 4 — Fair Value
|
||
Measurements.
|
||
NIKE, INC. 80NOTE 13 — 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
|
||
HEDGESNET
|
||
INVESTMENT
|
||
HEDGES(1)OTHER TOTAL
|
||
Balance at May 31, 2022 $ (520) $ 779 $ 115 $ (56) $ 318
|
||
Other comprehensive income (loss):
|
||
Other comprehensive gains (losses) before
|
||
reclassifications(2) (91) 487 — (20) 376
|
||
Reclassifications to net income of previously deferred
|
||
(gains) losses(3)358 (835) — 14 (463)
|
||
Total other comprehensive income (loss) 267 (348) — (6) (87)
|
||
Balance at May 31, 2023 $ (253) $ 431 $ 115 $ (62) $ 231
|
||
(1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are
|
||
reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.
|
||
(2) Net of tax benefit (expense) of $0 million, $(40) million, $0 million, $6 million and $(34) million, respectively.
|
||
(3) Net of tax (benefit) expense of $(16) million, $97 million, $0 million, $(5) million and $76 million, respectively.
|
||
(Dollars in millions)FOREIGN
|
||
CURRENCY
|
||
TRANSLATION
|
||
ADJUSTMENT(1)CASH FLOW
|
||
HEDGESNET
|
||
INVESTMENT
|
||
HEDGES(1)OTHER TOTAL
|
||
Balance at May 31, 2021 $ 2 $ (435) $ 115 $ (62) $ (380)
|
||
Other comprehensive income (loss):
|
||
Other comprehensive gains (losses) before
|
||
reclassifications(2) (522) 1,222 — 28 728
|
||
Reclassifications to net income of previously deferred
|
||
(gains) losses(3) — (8) — (22) (30)
|
||
Total other comprehensive income (loss) (522) 1,214 — 6 698
|
||
Balance at May 31, 2022 $ (520) $ 779 $ 115 $ (56) $ 318
|
||
(1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are
|
||
reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.
|
||
(2) Net of tax benefit (expense) of $0 million, $(114) million, $0 million, $(9) million and $(123) million, respectively.
|
||
(3) Net of tax (benefit) expense of $0 million, $11 million, $0 million, $9 million and $20 million, respectively.
|
||
2023 FORM 10-K 81 The following table summarizes the reclassifications from Accumulated other comprehensive income (loss) to the Consolidated
|
||
Statements of Income:
|
||
AMOUNT OF GAIN (LOSS)
|
||
RECLASSIFIED FROM ACCUMULATED
|
||
OTHER COMPREHENSIVE INCOME
|
||
(LOSS) INTO INCOMELOCATION OF GAIN (LOSS)
|
||
RECLASSIFIED FROM ACCUMULATED
|
||
OTHER COMPREHENSIVE INCOME
|
||
(LOSS) INTO INCOMEYEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
Gains (losses) on foreign currency translation adjustment $ (374) $ — Other (income) expense, net
|
||
Total before tax (374) —
|
||
Tax (expense) benefit 16 —
|
||
Gain (loss) net of tax (358) —
|
||
Gains (losses) on cash flow hedges:
|
||
Foreign exchange forwards and options 26 (82) Revenues
|
||
Foreign exchange forwards and options 581 (23) Cost of sales
|
||
Foreign exchange forwards and options (5) 1 Demand creation expense
|
||
Foreign exchange forwards and options 338 130 Other (income) expense, net
|
||
Interest rate swaps (8) (7) Interest expense (income), net
|
||
Total before tax 932 19
|
||
Tax (expense) benefit (97) (11)
|
||
Gain (loss) net of tax 835 8
|
||
Gains (losses) on other (19) 31 Other (income) expense, net
|
||
Total before tax (19) 31
|
||
Tax (expense) benefit 5 (9)
|
||
Gain (loss) net of tax (14) 22
|
||
Total net gain (loss) reclassified for the period $ 463 $ 30
|
||
NIKE, INC. 82NOTE 14 — REVENUES
|
||
DISAGGREGATION OF REVENUES
|
||
The following tables present the Company's Revenues disaggregated by reportable operating segment, major product line and
|
||
distribution channel:
|
||
YEAR ENDED MAY 31, 2023
|
||
(Dollars in millions)NORTH
|
||
AMERICAEUROPE,
|
||
MIDDLE
|
||
EAST &
|
||
AFRICAGREATER
|
||
CHINAASIA
|
||
PACIFIC &
|
||
LATIN
|
||
AMERICA(1)GLOBAL
|
||
BRAND
|
||
DIVISIONSTOTAL
|
||
NIKE
|
||
BRAND CONVERSE CORPORATETOTAL
|
||
NIKE, INC.
|
||
Revenues by:
|
||
Footwear $ 14,897 $ 8,260 $ 5,435 $ 4,543 $ — $ 33,135 $ 2,155 $ — $ 35,290
|
||
Apparel 5,947 4,566 1,666 1,664 — 13,843 90 — 13,933
|
||
Equipment 764 592 147 224 — 1,727 28 — 1,755
|
||
Other — — — — 58 58 154 27 239
|
||
TOTAL REVENUES $ 21,608 $ 13,418 $ 7,248 $ 6,431 $ 58 $ 48,763 $ 2,427 $ 27 $ 51,217
|
||
Revenues by:
|
||
Sales to Wholesale
|
||
Customers $ 11,273 $ 8,522 $ 3,866 $ 3,736 $ — $ 27,397 $ 1,299 $ — $ 28,696
|
||
Sales through Direct to
|
||
Consumer 10,335 4,896 3,382 2,695 — 21,308 974 — 22,282
|
||
Other — — — — 58 58 154 27 239
|
||
TOTAL REVENUES $ 21,608 $ 13,418 $ 7,248 $ 6,431 $ 58 $ 48,763 $ 2,427 $ 27 $ 51,217
|
||
(1) Refer to Note 18 — Acquisitions and Divestitures for additional information on the transition of the Company's NIKE Brand businesses in its CASA
|
||
territory to third-party distributors.
|
||
YEAR ENDED MAY 31, 2022
|
||
(Dollars in millions)NORTH
|
||
AMERICAEUROPE,
|
||
MIDDLE
|
||
EAST &
|
||
AFRICAGREATER
|
||
CHINAASIA
|
||
PACIFIC &
|
||
LATIN
|
||
AMERICAGLOBAL
|
||
BRAND
|
||
DIVISIONSTOTAL
|
||
NIKE
|
||
BRAND CONVERSE CORPORATETOTAL
|
||
NIKE, INC.
|
||
Revenues by:
|
||
Footwear $ 12,228 $ 7,388 $ 5,416 $ 4,111 $ — $ 29,143 $ 2,094 $ — $ 31,237
|
||
Apparel 5,492 4,527 1,938 1,610 — 13,567 103 — 13,670
|
||
Equipment 633 564 193 234 — 1,624 26 — 1,650
|
||
Other — — — — 102 102 123 (72) 153
|
||
TOTAL REVENUES $ 18,353 $ 12,479 $ 7,547 $ 5,955 $ 102 $ 44,436 $ 2,346 $ (72) $ 46,710
|
||
Revenues by:
|
||
Sales to Wholesale
|
||
Customers $ 9,621 $ 8,377 $ 4,081 $ 3,529 $ — $ 25,608 $ 1,292 $ — $ 26,900
|
||
Sales through Direct to
|
||
Consumer 8,732 4,102 3,466 2,426 — 18,726 931 — 19,657
|
||
Other — — — — 102 102 123 (72) 153
|
||
TOTAL REVENUES $ 18,353 $ 12,479 $ 7,547 $ 5,955 $ 102 $ 44,436 $ 2,346 $ (72) $ 46,710
|
||
2023 FORM 10-K 83 YEAR ENDED MAY 31, 2021
|
||
(Dollars in millions)NORTH
|
||
AMERICAEUROPE,
|
||
MIDDLE
|
||
EAST &
|
||
AFRICAGREATER
|
||
CHINAASIA
|
||
PACIFIC &
|
||
LATIN
|
||
AMERICA(1)GLOBAL
|
||
BRAND
|
||
DIVISIONSTOTAL
|
||
NIKE
|
||
BRAND CONVERSE CORPORATETOTAL
|
||
NIKE, INC.
|
||
Revenues by:
|
||
Footwear $ 11,644 $ 6,970 $ 5,748 $ 3,659 $ — $ 28,021 $ 1,986 $ — $ 30,007
|
||
Apparel 5,028 3,996 2,347 1,494 — 12,865 104 — 12,969
|
||
Equipment 507 490 195 190 — 1,382 29 — 1,411
|
||
Other — — — — 25 25 86 40 151
|
||
TOTAL REVENUES $ 17,179 $ 11,456 $ 8,290 $ 5,343 $ 25 $ 42,293 $ 2,205 $ 40 $ 44,538
|
||
Revenues by:
|
||
Sales to Wholesale
|
||
Customers $ 10,186 $ 7,812 $ 4,513 $ 3,387 $ — $ 25,898 $ 1,353 $ — $ 27,251
|
||
Sales through Direct to
|
||
Consumer 6,993 3,644 3,777 1,956 — 16,370 766 — 17,136
|
||
Other — — — — 25 25 86 40 151
|
||
TOTAL REVENUES $ 17,179 $ 11,456 $ 8,290 $ 5,343 $ 25 $ 42,293 $ 2,205 $ 40 $ 44,538
|
||
(1) Refer to Note 18 — Acquisitions and Divestitures for additional information on the transition of the Company's NIKE Brand business in Brazil to a third-
|
||
party distributor.
|
||
For the fiscal years ended May 31, 2023, 2022 and 2021, Global Brand Divisions revenues include 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 May 31, 2023 and 2022, the Company did not have any contract assets and had an immaterial amount of contract liabilities
|
||
recorded in Accrued liabilities on the Consolidated Balance Sheets.
|
||
SALES-RELATED RESERVES
|
||
As of May 31, 2023 and 2022, the Company's sales-related reserve balance, which includes returns, post-invoice sales discounts
|
||
and miscellaneous claims, was $994 million and $1,015 million, respectively, recorded in Accrued liabilities on the Consolidated
|
||
Balance Sheets. The estimated cost of inventory for expected product returns was $226 million and $194 million as of May 31,
|
||
2023 and 2022, respectively, and was recorded in Prepaid expenses and other current assets on the Consolidated Balance
|
||
Sheets.
|
||
NOTE 15 — OPERATING SEGMENTS AND RELATED INFORMATION
|
||
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 NIK E 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. Refer to Note 18 — Acquisitions and Divestitures for information regarding the transition of NIKE
|
||
Brand businesses in certain countries within APLA to third-party distributors.
|
||
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 NIK E Brand, as well as costs associated with NIKE
|
||
Direct global digital operations and enterprise technology.
|
||
NIKE, INC. 84Corporate 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 tax expense
|
||
in the 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.
|
||
2023 FORM 10-K 85 YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
REVENUES
|
||
North America $ 21,608 $ 18,353 $ 17,179
|
||
Europe, Middle East & Africa 13,418 12,479 11,456
|
||
Greater China 7,248 7,547 8,290
|
||
Asia Pacific & Latin America 6,431 5,955 5,343
|
||
Global Brand Divisions 58 102 25
|
||
Total NIKE Brand 48,763 44,436 42,293
|
||
Converse 2,427 2,346 2,205
|
||
Corporate 27 (72) 40
|
||
TOTAL NIKE, INC. REVENUES $ 51,217 $ 46,710 $ 44,538
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
||
North America $ 5,454 $ 5,114 $ 5,089
|
||
Europe, Middle East & Africa 3,531 3,293 2,435
|
||
Greater China 2,283 2,365 3,243
|
||
Asia Pacific & Latin America 1,932 1,896 1,530
|
||
Global Brand Divisions (4,841) (4,262) (3,656)
|
||
Converse 676 669 543
|
||
Corporate (2,840) (2,219) (2,261)
|
||
Interest expense (income), net (6) 205 262
|
||
TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 6,201 $ 6,651 $ 6,661
|
||
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
|
||
North America $ 283 $ 146 $ 98
|
||
Europe, Middle East & Africa 215 197 153
|
||
Greater China 56 78 94
|
||
Asia Pacific & Latin America 64 56 54
|
||
Global Brand Divisions 271 222 278
|
||
Total NIKE Brand 889 699 677
|
||
Converse 7 9 7
|
||
Corporate 140 103 107
|
||
TOTAL ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT $ 1,036 $ 811 $ 791
|
||
DEPRECIATION
|
||
North America $ 128 $ 124 $ 130
|
||
Europe, Middle East & Africa 120 134 136
|
||
Greater China 54 41 46
|
||
Asia Pacific & Latin America 42 42 43
|
||
Global Brand Divisions 211 220 222
|
||
Total NIKE Brand 555 561 577
|
||
Converse 17 22 26
|
||
Corporate 131 134 141
|
||
TOTAL DEPRECIATION $ 703 $ 717 $ 744
|
||
NIKE, INC. 86AS OF MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
ACCOUNTS RECEIVABLE, NET
|
||
North America $ 1,653 $ 1,850
|
||
Europe, Middle East & Africa 1,197 1,351
|
||
Greater China 162 406
|
||
Asia Pacific & Latin America(1) 700 664
|
||
Global Brand Divisions 96 113
|
||
Total NIKE Brand 3,808 4,384
|
||
Converse 235 230
|
||
Corporate 88 53
|
||
TOTAL ACCOUNTS RECEIVABLE, NET $ 4,131 $ 4,667
|
||
INVENTORIES
|
||
North America $ 3,806 $ 4,098
|
||
Europe, Middle East & Africa 2,167 1,887
|
||
Greater China 973 1,044
|
||
Asia Pacific & Latin America(1) 894 686
|
||
Global Brand Divisions 232 197
|
||
Total NIKE Brand 8,072 7,912
|
||
Converse 305 279
|
||
Corporate 77 229
|
||
TOTAL INVENTORIES $ 8,454 $ 8,420
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
||
North America $ 794 $ 639
|
||
Europe, Middle East & Africa 1,009 920
|
||
Greater China 292 303
|
||
Asia Pacific & Latin America(1) 279 274
|
||
Global Brand Divisions 840 789
|
||
Total NIKE Brand 3,214 2,925
|
||
Converse 38 49
|
||
Corporate 1,829 1,817
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET $ 5,081 $ 4,791
|
||
(1) Excludes assets held-for-sale as of May 31, 2022. See Note 18 — Acquisitions and Divestitures for additional information.
|
||
REVENUES AND LONG-LIVED ASSETS BY GEOGRAPHIC AREA
|
||
After allocation of revenues for Global Brand Divisions, Converse and Corporate to geographical areas based on the location
|
||
where the sales originated, revenues by geographical area are essentially the same as reported above for the NIK E Brand
|
||
operating segments with the exception of the United States. Revenues derived in the United States were $22,007 million,
|
||
$18,749 million and $17,363 million for the fiscal years ended May 31, 2023, 2022 and 2021, respectively.
|
||
The Company's largest concentrations of long-lived assets primarily consist of the Company's corporate headquarters, retail
|
||
locations and distribution facilities in the United States and China, as well as distribution facilities in Belgium. Long-lived assets
|
||
attributable to operations in these countries, which consist of property , plant and equipment, net and operating lease ROU assets,
|
||
net, were as follows:
|
||
MAY 31,
|
||
(Dollars in millions) 2023 2022
|
||
United States $ 5,129 $ 4,916
|
||
Belgium 702 646
|
||
China 559 538
|
||
2023 FORM 10-K 87 NOTE 16 — COMMITMENTS AND CONTINGENCIES
|
||
As of May 31, 2023 and 2022, the Company had bank guarantees and letters of credit outstanding totaling $588 million and $289
|
||
million, respectively, issued primarily for real estate agreements, self-insurance programs, other general business obligations and
|
||
legal matters.
|
||
In connection with various contracts and agreements, the Company provides routine indemnification relating to the enforceability
|
||
of intellectual property rights, coverage for legal issues that arise and other items where the Company is acting as the guarantor .
|
||
Currently, the Company has several such agreements in place. However, based on the Company's historical experience and the
|
||
estimated probability of future loss, the Company has determined the fair value of such indemnification is not material to the
|
||
Company's financial position or results of operations.
|
||
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 the Belgian Customs Authorities 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 17 — LEASES
|
||
Lease expense is recognized in Cost of sales or Operating overhead expense within the Consolidated S tatements of Income,
|
||
based on the underlying nature of the leased asset. For the fiscal years ended May 31, 2023, 2022 and 2021, lease expense
|
||
primarily consisted of operating lease costs of $585 million, $593 million and $589 million, respectively. Lease expense also
|
||
consisted of $403 million, $366 million and $347 million for fiscal years ended May 31, 2023, 2022 and 2021, respectively,
|
||
primarily related to variable lease costs, which includes an immaterial amount of short-term lease costs. As of and for the fiscal
|
||
years ended May 31, 2023 and 2022 and 2021, finance leases were not a material component of the Company's lease portfolio.
|
||
The undiscounted cash flows for future maturities of the Company 's operating lease liabilities and the reconciliation to the
|
||
Operating lease liabilities recognized in the Company's Consolidated B alance Sheets are as follows:
|
||
(Dollars in millions) AS OF MAY 31, 2023(1)
|
||
Fiscal 2024 $ 506
|
||
Fiscal 2025 562
|
||
Fiscal 2026 490
|
||
Fiscal 2027 436
|
||
Fiscal 2028 369
|
||
Thereafter 1,225
|
||
Total undiscounted future cash flows related to lease payments $ 3,588
|
||
Less interest 377
|
||
Present value of lease liabilities $ 3,211
|
||
(1) Excludes $278 million as of May 31, 2023, of future operating lease payments for lease agreements signed but not yet commenced.
|
||
NIKE, INC. 88The following table includes supplemental information used to calculate the present value of Operating lease liabilities:
|
||
AS OF MAY 31,
|
||
2023 2022
|
||
Weighted-average remaining lease term (in years) 7.5 7.8
|
||
Weighted-average discount rate 2.5 % 2.3 %
|
||
The following table includes supplemental cash and non-cash information related to operating leases:
|
||
YEAR ENDED MAY 31,
|
||
(Dollars in millions) 2023 2022 2021
|
||
Cash paid for amounts included in the measurement of lease
|
||
liabilities:
|
||
Operating cash flows from operating leases $ 575 $ 589 $ 583
|
||
Operating lease right-of-use assets obtained in exchange for
|
||
new operating lease liabilities $ 602 $ 537 $ 489
|
||
NOTE 18 — ACQUISITIONS AND DIVESTITURES
|
||
ACQUISITIONS
|
||
During fiscal 2023, 2022 and 2021, the Company made multiple acquisitions focused on gaining new capabilities to fuel its
|
||
Consumer Direct Acceleration strategy, serving consumers personally at a global scale. The impact of acquisitions, individually
|
||
and in aggregate, was not considered material to the Company's Consolidated Financial S tatements.
|
||
DIVESTITURES
|
||
During the fourth quarter of fiscal 2022, the Company entered into separate definitive agreements to sell its entities in Argentina
|
||
and Uruguay as well as its entity in Chile to third-party distributors.
|
||
The sale of the Company's entity in Chile to a third-party distributor was completed during the first quarter of fiscal 2023. The
|
||
impacts from the transaction were not material to the Company's Consolidated Financial Statements.
|
||
The sale of the Company's entities in Argentina and Uruguay to a third-party distributor was completed during the second quarter
|
||
of fiscal 2023 and the net loss on the sale of these entities totaled approximately $550 million. This loss included $389 million,
|
||
recognized primarily in fiscal 2020, largely due to the anticipated release of the cumulative foreign currency translation losses.
|
||
The remaining loss recognized in fiscal 2023 was due to the devaluation of local currency and cash equivalents included in the
|
||
transferred assets. Upon completion of the sale, the foreign currency translation losses recorded in Accumulated other
|
||
comprehensive income (loss) were reclassified to Net income within Other (income) expense, net, on the Company's
|
||
Consolidated Statements of Comprehensive Income along with the allowance for previously recognized losses recorded in
|
||
Accrued liabilities. The net loss was classified within Corporate.
|
||
The net cash proceeds received are reflected within Other investing activities on the Company's Consolidated S tatements of
|
||
Cash Flows.
|
||
The related assets and liabilities of these entities within the Company's APLA operating segment were classified as held-for-sale
|
||
on the Consolidated Balance Sheets within Prepaid expenses and other currents and Accrued liabilities, respectively, until the
|
||
transactions closed. As of May 31, 2022, held-for-sale assets were $182 million and held-for-sale liabilities were $58 million.
|
||
OTHER DIVESTITURES
|
||
During fiscal 2020, the Company entered into a definitive agreement to sell substantially all of its NIK E Brand operations in Brazil
|
||
and shift to a distributor operating model. During fiscal 2021, the transaction closed and the Company recognized a loss of
|
||
approximately $50 million within Other (income) expense, net classified within Corporate, on the Consolidated Statements of
|
||
Income. Cash proceeds received were reflected within Other investing activities on the Consolidated S tatements of Cash Flows.
|
||
2023 FORM 10-K 89 NOTE 19 — RESTRUCTURING
|
||
In fiscal 2021, the Company substantially completed a series of leadership and operating model changes to streamline and
|
||
speed up the strategic execution of the Consumer Direct Acceleration.
|
||
For the fiscal year ended May 31, 2021, the Company recognized employee termination costs of $214 million and $35 million
|
||
within Operating overhead expense and Cost of sales, respectively , and made cash payments of $212 million. Additionally, the
|
||
related stock-based compensation expense recorded within Operating overhead expense and Cost of sales was $41 million and
|
||
$4 million, respectively.
|
||
These costs were classified within Corporate.
|
||
NIKE, INC. 90ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
|
||
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
|
||
DISCLOSURE
|
||
There has been no change of accountants nor any disagreements with accountants on any matter of accounting principles or
|
||
practices or financial statement disclosure required to be reported under this Item.
|
||
ITEM 9A. 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 S ecurities and Exchange Commission's rules and forms and
|
||
that such information is accumulated and communicated to our management, including our Chief E xecutive 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 May 31, 2023.
|
||
"Management's Annual Report on Internal Control Over Financial Reporting" is included in Item 8 of this Annual Report.
|
||
We are continuing several transformation initiatives to centralize and simplify our business processes and systems. These are
|
||
long-term initiatives, which we believe will enhance our internal control over financial reporting due to increased automation and
|
||
further integration of related processes. We will continue to monitor our internal control over financial reporting for effectiveness
|
||
throughout these transformation initiatives.
|
||
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.
|
||
ITEM 9B. OTHER INFORMATION
|
||
No disclosure is required under this item.
|
||
ITEM 9C. DISCLOSURE REGARDING FOREIGN
|
||
JURISDICTIONS THAT PREVENT INSPECTIONS
|
||
Not applicable.
|
||
2023 FORM 10-K 91 PART III
|
||
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
|
||
CORPORATE GOVERNANCE
|
||
The information required by Item 401 of Regulation S-K regarding directors is included under "Corporate Governance — NIKE,
|
||
Inc. Board of Directors" in the definitive Proxy Statement for our 2023 Annual Meeting of Shareholders and is incorporated herein
|
||
by reference. The information required by Item 401 of Regulation S-K regarding executive officers is included under "Information
|
||
about our Executive Officers" in Item 1 of this Annual Report. The information required by Item 406 of Regulation S-K is included
|
||
under "Corporate Governance — Code of Conduct" in the definitive P roxy Statement for our 2023 Annual Meeting of
|
||
Shareholders and is incorporated herein by reference. The information required by Items 407(d)(4) and (d)(5) of Regulation S-K
|
||
regarding the Audit & Finance Committee of the Board of Directors is included under "Corporate Governance — Board Structure
|
||
and Responsibilities — Board Committees" in the definitive Proxy Statement for our 2023 Annual Meeting of Shareholders and is
|
||
incorporated herein by reference.
|
||
ITEM 11. EXECUTIVE COMPENSATION
|
||
The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S -K regarding executive compensation is included
|
||
under "Corporate Governance — Director Compensation for Fiscal 2023," "Executive Compensation — Compensation
|
||
Discussion and Analysis," "Executive Compensation — Executive Compensation Tables," and "Additional Information —
|
||
Compensation Committee Interlocks and Insider Participation," in the definitive Proxy Statement for our 2023 Annual Meeting of
|
||
Shareholders and is incorporated herein by reference.
|
||
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
|
||
OWNERS AND MANAGEMENT AND RELATED
|
||
STOCKHOLDER MATTERS
|
||
The information required by Item 201(d) of Regulation S-K is included under "Executive Compensation — Executive
|
||
Compensation Tables — Equity Compensation Plan Information" in the definitive Proxy Statement for our 2023 Annual Meeting of
|
||
Shareholders and is incorporated herein by reference. The information required by Item 403 of Regulation S-K is included under
|
||
"Stock Ownership Information — Stock Holdings of Certain Owners and Management" in the definitive Proxy Statement for our
|
||
2023 Annual Meeting of Shareholders and is incorporated herein by reference.
|
||
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
|
||
TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
||
The information required by Items 404 and 407(a) of Regulation S -K is included under "Additional Information — Transactions
|
||
with Related Persons" and "Corporate Governance — NIKE, Inc. Board of Directors — Director Independence" in the definitive
|
||
Proxy Statement for our 2023 Annual Meeting of Shareholders and is incorporated herein by reference.
|
||
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
||
The information required by Item 9(e) of Schedule 14A is included under "Audit Matters — Ratification of Appointment of
|
||
Independent Registered Public Accounting Firm" in the definitive Proxy Statement for our 2023 Annual Meeting of Shareholders
|
||
and is incorporated herein by reference.
|
||
NIKE, INC. 92PART IV
|
||
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
|
||
SCHEDULES
|
||
(a) The following documents are filed as part of this Annual Report:
|
||
FORM 10-K
|
||
PAGE NO.
|
||
1. Financial Statements:
|
||
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 53
|
||
Consolidated Statements of Income for each of the three years ended May 31, 2023, May 31, 2022
|
||
and May 31, 202155
|
||
Consolidated Statements of Comprehensive Income for each of the three years ended May 31,
|
||
2023, May 31, 2022 and May 31, 202156
|
||
Consolidated Balance Sheets at May 31, 2023 and May 31, 2022 57
|
||
Consolidated Statements of Cash Flows for each of the three years ended May 31, 2023, May 31,
|
||
2022 and May 31, 202158
|
||
Consolidated Statements of Shareholders' Equity for each of the three years ended May 31, 2023,
|
||
May 31, 2022 and May 31, 202159
|
||
Notes to Consolidated Financial Statements 60
|
||
2. Financial Statement Schedule:
|
||
II — Valuation and Qualifying Accounts for the years ended May 31, 2023, 2022 and 2021 96
|
||
All other schedules are omitted because they are not applicable or the required information is shown
|
||
in the financial statements or notes thereto.
|
||
3. Exhibits:
|
||
3.1 Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company's
|
||
Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2015).
|
||
3.2 Fifth Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on
|
||
Form 8-K filed June 19, 2020).
|
||
4.1 Restated Articles of Incorporation, as amended (see Exhibit 3.1).
|
||
4.2 Fifth Restated Bylaws, as amended (see Exhibit 3.2).
|
||
4.3 Indenture dated as of April 26, 2013, by and between NIKE, Inc. and Deutsche Bank Trust Company Americas, as
|
||
trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed April 26, 2013).
|
||
4.4 Second Supplemental Indenture, dated as of October 29, 2015, by and between NIKE, Inc. and Deutsche Bank
|
||
Trust Company Americas, as trustee, including the form of 3.875% Notes due 2045 (incorporated by reference to
|
||
Exhibit 4.2 to the Company's Form 8-K filed October 29, 2015).
|
||
4.5 Third Supplemental Indenture, dated as of October 21, 2016, by and between NIKE, Inc. and Deutsche Bank Trust
|
||
Company Americas, as trustee, including the form of 2.375% Notes due 2026 and form of 3.375% Notes due 2046
|
||
(incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed October 21, 2016).
|
||
4.6 Fourth Supplemental Indenture, dated as of March 27, 2020, by and between NIKE, Inc. and Deutsche Bank Trust
|
||
Company Americas, as trustee, including the form of 2.400% Notes due 2025, form of 2.750% Notes due 2027,
|
||
form of 2.850% Notes due 2030, form of 3.250% Notes due 2040 and form of 3.375% Notes due 2050
|
||
(incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed March 27, 2020).
|
||
4.7 Description of Registrants Securities (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on
|
||
Form 10-K for the fiscal year ended May 31, 2019).
|
||
10.1 Form of Non-Statutory Stock Option Agreement for options granted to non-employee directors under the 1990
|
||
Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for
|
||
the fiscal year ended May 31, 2010).*
|
||
10.2 Form of Restricted Stock Agreement for non-employee directors under the 1990 Stock Incentive Plan
|
||
(incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended
|
||
May 31, 2014).*
|
||
10.3 Form of Non-Statutory Stock Option Agreement for options granted to executives under the Stock Incentive Plan
|
||
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter
|
||
ended February 28, 2018).*
|
||
2023 FORM 10-K 93 10.4 Form of Indemnity Agreement entered into between the Company and each of its officers and directors
|
||
(incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the fiscal year ended
|
||
May 31, 2008).*
|
||
10.5 NIKE, Inc. 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report
|
||
on Form 10-K for the fiscal year ended May 31, 2014).*
|
||
10.6 NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective April 1, 2013) (incorporated by
|
||
reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013).*
|
||
10.7 NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective June 1, 2004) (applicable to amounts
|
||
deferred before January 1, 2005) (incorporated by reference to E xhibit 10.6 to the Company's Annual Report on
|
||
Form 10-K for the fiscal year ended May 31, 2004).*
|
||
10.8 Amendment No. 1 effective January 1, 2008 to the NIKE, Inc. Deferred Compensation Plan (June 1, 2004
|
||
Restatement) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the
|
||
fiscal year ended May 31, 2009).*
|
||
10.9 NIKE, Inc. Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the
|
||
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008).*
|
||
10.10 Amended and Restated Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Mark
|
||
G. Parker dated July 24, 2008 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
|
||
Form 8-K filed July 24, 2008).*
|
||
10.11 Form of Restricted Stock Unit Agreement under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2
|
||
to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018).*
|
||
10.12 Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and its executive officers
|
||
(other than Mark G. Parker and John J. Donahoe II) (incorporated by reference to Exhibit 10.1 to the Company's
|
||
Current Report on Form 8-K filed February 18, 2020).*
|
||
10.13 Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 10.3 to the Company's
|
||
Current Report on Form 8-K filed July 20, 2010).*
|
||
10.14 NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on
|
||
Form 8-K filed September 23, 2015).*
|
||
10.15 Form of Discretionary Performance Award Agreement (incorporated by reference to Exhibit 10.22 to the
|
||
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2018).*
|
||
10.16 NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit A to the
|
||
Company's definitive Proxy Statement filed July 25, 2017).*
|
||
10.17 Offer Letter between NIKE, Inc. and John J. Donahoe II (incorporated by reference to Exhibit 10.1 to the
|
||
Company's Current Report on Form 8-K filed October 22, 2019).*
|
||
10.18 Form of Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and John J. Donahoe II
|
||
(incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed October 22, 2019).*
|
||
10.19 Form of Performance-Based Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's
|
||
Current Report on Form 8-K filed October 22, 2019).
|
||
10.20 Letter Agreement between NIKE, Inc. and Mark G. Parker (incorporated by reference to Exhibit 10.6 to the
|
||
Company's Current Report on Form 8-K filed October 22, 2019).*
|
||
10.21 NIKE, Inc. Executive Performance Sharing Plan (incorporated by reference to Exhibit 10.1 to the Company's
|
||
Current Report on Form 8-K filed June 19, 2020).*
|
||
10.22 NIKE, Inc. Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the
|
||
Company's Current Report on Form 8-K filed June 19, 2020).*
|
||
10.23 Form of Non-Statutory Stock Option Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by
|
||
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed June 19, 2020).*
|
||
10.24 Form of Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan (incorporated by reference to
|
||
Exhibit 10.4 to the Company's Current Report on Form 8-K filed June 19, 2020).*
|
||
10.25 NIKE, Inc. Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
|
||
Form 8-K filed September 18, 2020).*
|
||
10.26 NIKE, Inc. Performance-Based Restricted Stock Unit Agreement under the NIKE, Inc. Stock Incentive Plan
|
||
(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 17, 2021).*
|
||
10.27 Credit Agreement, dated as of March 11, 2022, among NIKE, Inc., Bank of America, N.A., as Administrative Agent,
|
||
and the other Banks named therein (incorporated by reference to Exhibit 10.2 to the Company's Current Report on
|
||
Form 8-K filed March 14, 2022).
|
||
10.28 NIKE, Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.1 to the
|
||
Company's Current Report on Form 8-K filed on September 14, 2022).
|
||
10.29 Credit Agreement, dated as of March 10, 2023, among NIKE, Inc., Bank of America, N.A., as Administrative Agent,
|
||
and the other Banks named therein (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
|
||
Form 8-K filed March 13, 2023).
|
||
21 Subsidiaries of the Registrant.
|
||
23 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (included within this
|
||
Annual Report on Form 10-K).
|
||
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
||
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
||
32† Section 1350 Certifications.
|
||
NIKE, INC. 94101.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
|
||
* Management contract or compensatory plan or arrangement.
|
||
† Furnished herewith
|
||
The Exhibits filed herewith do not include certain instruments with respect to long-term debt of NIKE and its subsidiaries,
|
||
inasmuch as the total amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of
|
||
NIKE and its subsidiaries on a consolidated basis. NIKE agrees, pursuant to Item 601(b)(4)(iii) of Regulation S-K, that it will
|
||
furnish a copy of any such instrument to the SEC upon request.
|
||
2023 FORM 10-K 95 SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
|
||
(Dollars in millions)BALANCE AT
|
||
BEGINNING OF
|
||
PERIODCHARGED TO
|
||
COSTS AND
|
||
EXPENSESCHARGED
|
||
TO OTHER
|
||
ACCOUNTS(1)WRITE-OFFS,
|
||
NETBALANCE
|
||
AT END
|
||
OF PERIOD
|
||
Sales returns reserve
|
||
For the fiscal year ended May 31, 2021 $ 682 $ 2,617 $ 41 $ (2,745) $ 595
|
||
For the fiscal year ended May 31, 2022 595 2,573 (31) (2,612) 525
|
||
For the fiscal year ended May 31, 2023 525 3,344 (11) (3,309) 549
|
||
(1) Amounts included in this column primarily relate to foreign currency translation.
|
||
NIKE, INC. 96ITEM 16. FORM 10-K SUMMARY
|
||
None.
|
||
2023 FORM 10-K 97 Consent of Independent Registered Public Accounting Firm
|
||
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-266267) and Form
|
||
S-8 (Nos. 033-63995, 333-63581, 333-63583, 333-68864, 333-68886, 333-71660, 333-104822, 333-117059, 333-133360,
|
||
333-164248, 333-171647, 333-173727, 333-208900, 333-215439 and 333-266269) of NIK E, Inc. of our report dated July 20,
|
||
2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial
|
||
reporting, which appears in this Form 10-K.
|
||
/s/ PricewaterhouseCoopers LLP
|
||
Portland, Oregon
|
||
July 20, 2023
|
||
NIKE, INC. 98SIGNATURES
|
||
Pursuant to the requirements of Section 13 or 15(d) 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.
|
||
By: /s/ JOHN J. DONAHOE II
|
||
John J. Donahoe II
|
||
President and Chief Executive Officer
|
||
Date: July 20, 2023
|
||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the
|
||
following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
||
SIGNATURE TITLE DATE
|
||
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
|
||
/s/ JOHN J. DONAHOE II
|
||
John J. Donahoe II President and Chief Executive Officer July 20, 2023
|
||
PRINCIPAL FINANCIAL OFFICER:
|
||
/s/ MATTHEW FRIEND
|
||
Matthew Friend Executive Vice President and Chief Financial Officer July 20, 2023
|
||
PRINCIPAL ACCOUNTING OFFICER:
|
||
/s/ JOHANNA NIELSEN
|
||
Johanna Nielsen Vice President and Corporate Controller July 20, 2023
|
||
DIRECTORS:
|
||
/s/ MARK G. PARKER
|
||
Mark G. Parker Director, Chairman of the Board July 20, 2023
|
||
/s/ CATHLEEN A. BENKO
|
||
Cathleen A. Benko Director July 20, 2023
|
||
/s/ TIMOTHY D. COOK
|
||
Timothy D. Cook Director July 20, 2023
|
||
/s/ THASUNDA B. DUCKETT
|
||
Thasunda B. Duckett Director July 20, 2023
|
||
/s/ MÓNICA GIL
|
||
Mónica Gil Director July 20, 2023
|
||
/s/ ALAN B. GRAF, JR.
|
||
Alan B. Graf, Jr. Director July 20, 2023
|
||
/s/ MARIA HENRY
|
||
Maria Henry Director July 20, 2023
|
||
/s/ PETER B. HENRY
|
||
Peter B. Henry Director July 20, 2023
|
||
/s/ TRAVIS A. KNIGHT
|
||
Travis A. Knight Director July 20, 2023
|
||
/s/ MICHELLE A. PELUSO
|
||
Michelle A. Peluso Director July 20, 2023
|
||
/s/ JOHN W. ROGERS, JR.
|
||
John W. Rogers, Jr. Director July 20, 2023
|
||
/s/ ROBERT SWAN
|
||
Robert Swan Director July 20, 2023
|
||
2023 FORM 10-K 99 Cathleen Benko(3)
|
||
Former Vice Chairman & Managing Principal
|
||
Deloitte LLP
|
||
Redwood City, California
|
||
Timothy Cook(3)(5)
|
||
Chief Executive Officer
|
||
Apple Inc.
|
||
Cupertino, California
|
||
John Donahoe II(1)
|
||
President & Chief Executive Officer
|
||
NIKE, Inc.
|
||
Beaverton, Oregon
|
||
Thasunda Duckett(4)
|
||
President & Chief Executive Officer
|
||
Teachers Insurance and Annuity Association of America
|
||
New York, New York
|
||
Mónica Gil(3)
|
||
Chief Administrative and Marketing Officer
|
||
NBCUniversal Telemundo Enterprises
|
||
Miami, Florida
|
||
Alan Graf, Jr.(2)
|
||
Executive Vice President & Chief Financial Officer (Retired)
|
||
FedEx Corporation
|
||
Memphis, Tennessee
|
||
Maria Henry(2)
|
||
Chief Financial Officer (Retired)
|
||
Kimberly-Clark Corporation
|
||
Dallas, Texas
|
||
Peter Henry(2)
|
||
Class of 1984 Senior Fellow at Stanford University’s Hoover
|
||
Institution, Senior Fellow at Stanford’s Freeman Spogli Institute
|
||
for International Studies and Dean Emeritus of New York
|
||
University’s Leonard N. Stern School of Business
|
||
Stanford University
|
||
Stanford, California
|
||
Travis Knight(1)
|
||
President & Chief Executive Officer
|
||
LAIKA, LLC
|
||
Hillsboro, Oregon
|
||
Mark Parker(1)
|
||
Executive Chairman
|
||
NIKE, Inc.
|
||
Beaverton, Oregon
|
||
Michelle Peluso(4)
|
||
Executive Vice President & Chief Customer Officer, CVS Health
|
||
and Co-President, Pharmacy and Consumer Wellness
|
||
CVS Health
|
||
Woonsocket, Rhode Island
|
||
John Rogers, Jr.(4)
|
||
Co-Chief Executive Officer & Chief Investment Officer
|
||
Ariel Investments, LLC
|
||
Chicago, Illinois
|
||
Robert Swan(2)
|
||
Operating Partner
|
||
Andreessen Horowtiz
|
||
Menlo Park, California
|
||
(1) Member — Executive Committee
|
||
(2) Member — Audit & Finance Committee
|
||
(3) Member — Compensation Committee
|
||
(4) Member — Corporate Responsibility, Sustainability & Governance Committee
|
||
(5) Lead Independent DirectorDIRECTORS CORPORATE OFFICERS
|
||
John Donahoe II
|
||
President & Chief Executive Officer
|
||
Mark Parker
|
||
Executive Chairman
|
||
Matthew Friend
|
||
Executive Vice President & Chief Financial Officer
|
||
Monique Matheson
|
||
Executive Vice President, Chief Human Resources Officer
|
||
Ann Miller
|
||
Executive Vice President, Chief Legal Officer
|
||
Heidi O’Neill
|
||
President, Consumer, Product & Brand
|
||
Craig Williams
|
||
President, Geographies & Marketplace
|
||
Mary Hunter
|
||
Vice President, Corporate Secretary, and
|
||
Corporate Governance & Securities Counsel
|
||
Patricia Johnson
|
||
Vice President, Treasurer & Chief Tax Officer
|
||
Kelsey Baldwin
|
||
Senior Counsel, Corporate Governance & Securities,
|
||
Assistant Secretary
|
||
Carlos Wilson
|
||
Assistant General Counsel, Corporate Governance & Securities,
|
||
Assistant SecretarySDNARBYRAIDISBUS
|
||
160 North Washington St.
|
||
Boston, Massachusetts 02114
|
||
One Bowerman Drive
|
||
Beaverton, Oregon 97005-6453WORLD HEADQUARTERS
|
||
One Bowerman Drive
|
||
Beaverton, Oregon 97005-6453
|
||
EUROPEAN HEADQUARTERS
|
||
Colosseum 1
|
||
1213 NL Hilversum
|
||
The Netherlands
|
||
GREATER CHINA HEADQUARTERS
|
||
LiNa Building
|
||
Tower 1, No. 99
|
||
Jiangwancheng Road
|
||
Yangpu District
|
||
Shanghai, China 200438
|
||
SHAREHOLDER INFORMATION
|
||
INDEPENDENT ACCOUNTANTS
|
||
PricewaterhouseCoopers LLP
|
||
805 SW Broadway, Suite 800
|
||
Portland, Oregon 97205
|
||
REGISTRAR AND STOCK TRANSFER AGENT
|
||
Computershare Trust Company, N.A.
|
||
P.O. Box 505000
|
||
Louisville, KY 40233
|
||
800-756-8200
|
||
Hearing Impaired #
|
||
TDD: 800-952-9245
|
||
Shareholder Information
|
||
NIKE, Inc. common stock is listed on the New York Stock Exchange under trading symbol ‘NKE.’ Copies of the Company’s Form 10-K or Form
|
||
10-Q reports filed with the Securities and Exchange Commission are available from the Company without charge. To request a copy, please call
|
||
800-640-8007 or write to NIKE’s Investor Relations Department at NIKE World Headquarters, One Bowerman Drive, Beaverton, Oregon 97005-
|
||
6453. Copies are available on the investor relations website, http://investors.nike.com.
|
||
Dividend Payments
|
||
Quarterly dividends on NIKE common stock, when declared by the Board of Directors, are paid on or about July 5, October 5, January 5, and April 5. Additional
|
||
financial information is available at http://investors.nike.com.
|
||
Other Shareholder Assistance
|
||
Communications concerning shareholder address changes, stock transfers, changes of ownership, lost stock certificates, payment of dividends, dividend check
|
||
replacements, duplicate mailings, or other account services should be directed to the Company’s Registrar and Stock Transfer Agent at the address or telephone
|
||
number above.
|
||
NIKE, the Swoosh Design, and Just Do It are registered trademarks of NIKE, Inc.S U B S I D I A R Y B R A N D S L O C A T I O N S
|
||
www-us.computershare.com/investorNIKE, INC.
|
||
One Bowerman Drive
|
||
Beaverton, OR 97005-6453
|
||
www.nike.com
|