NIKE 10-Q 2023-08-31

Filed 2023-10-06. 8 sections, 155K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED AUGUST 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

nikelogoorange.jpg

NIKE, Inc.

(Exact name of Registrant as specified in its charter)

Oregon93-0584541
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

One Bowerman Drive, Beaverton, Oregon 97005-6453

(Address of principal executive offices 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 StockNKENew York Stock Exchange
(Title of each class)(Trading symbol)(Name of each exchange on which registered)
Indicate by check mark:YESNO
•whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.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 filerþAccelerated 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 Section 13(a) of the Exchange Act.☐
•whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐þ
As of September 30, 2023, the number of shares of the Registrant's Common Stock outstanding were:
Class A297,897,252
Class B1,224,012,873
1,521,910,125

NIKE, INC.

FORM 10-Q

TABLE OF CONTENTS

PAGE
PART I - FINANCIAL INFORMATION1
ITEM 1.Financial Statements1
Unaudited Condensed Consolidated Statements of Income1
Unaudited Condensed Consolidated Statements of Comprehensive Income2
Unaudited Condensed Consolidated Balance Sheets3
Unaudited Condensed Consolidated Statements of Cash Flows4
Unaudited Condensed Consolidated Statements of Shareholders' Equity5
Notes to the Unaudited Condensed Consolidated Financial Statements6
ITEM 2.Management's Discussion and Analysis of Financial Condition and Results of Operations21
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk36
ITEM 4.Controls and Procedures36
PART II - OTHER INFORMATION38
ITEM 1.Legal Proceedings38
ITEM 1A.Risk Factors38
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds39
ITEM 5.Other Information40
ITEM 6.Exhibits41
Signatures42

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE MONTHS ENDED AUGUST 31,
(In millions, except per share data)20232022
Revenues$12,939$12,687
Cost of sales7,2197,072
Gross profit5,7205,615
Demand creation expense1,069943
Operating overhead expense3,0472,977
Total selling and administrative expense4,1163,920
Interest expense (income), net(34)13
Other (income) expense, net(10)(146)
Income before income taxes1,6481,828
Income tax expense198360
NET INCOME$1,450$1,468
Earnings per common share:
Basic$0.95$0.94
Diluted$0.94$0.93
Weighted average common shares outstanding:
Basic1,528.41,567.1
Diluted1,543.31,585.8

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

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED AUGUST 31,
(Dollars in millions)20232022
Net income$1,450$1,468
Other comprehensive income (loss), net of tax:
Change in net foreign currency translation adjustment36(226)
Change in net gains (losses) on cash flow hedges(134)555
Change in net gains (losses) on other3(11)
Total other comprehensive income (loss), net of tax(95)318
TOTAL COMPREHENSIVE INCOME$1,355$1,786

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

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AUGUST 31,MAY 31,
(In millions)20232023
ASSETS
Current assets:
Cash and equivalents$6,178$7,441
Short-term investments2,6123,234
Accounts receivable, net4,7494,131
Inventories8,6988,454
Prepaid expenses and other current assets2,0131,942
Total current assets24,25025,202
Property, plant and equipment, net5,1095,081
Operating lease right-of-use assets, net2,9392,923
Identifiable intangible assets, net272274
Goodwill281281
Deferred income taxes and other assets3,9353,770
TOTAL ASSETS$36,786$37,531
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt$—$—
Notes payable66
Accounts payable2,7382,862
Current portion of operating lease liabilities435425
Accrued liabilities4,9875,723
Income taxes payable295240
Total current liabilities8,4619,256
Long-term debt8,9298,927
Operating lease liabilities2,8072,786
Deferred income taxes and other liabilities2,6182,558
Commitments and contingencies (Note 11)
Redeemable preferred stock——
Shareholders' equity:
Common stock at stated value:
Class A convertible — 298 and 305 shares outstanding——
Class B — 1,226 and 1,227 shares outstanding33
Capital in excess of stated value12,59012,412
Accumulated other comprehensive income (loss)136231
Retained earnings1,2421,358
Total shareholders' equity13,97114,004
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$36,786$37,531

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

NIKE, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED AUGUST 31,
(Dollars in millions)20232022
Cash provided (used) by operations:
Net income$1,450$1,468
Adjustments to reconcile net income to net cash provided (used) by operations:
Depreciation191169
Deferred income taxes(68)(43)
Stock-based compensation196170
Amortization, impairment and other(5)(9)
Net foreign currency adjustments(7)16
Changes in certain working capital components and other assets and liabilities:
(Increase) decrease in accounts receivable(621)(415)
(Increase) decrease in inventories(263)(1,363)
(Increase) decrease in prepaid expenses, operating lease right-of-use assets and other current and non-current assets(225)(128)
Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities and other current and non-current liabilities(714)492
Cash provided (used) by operations(66)357
Cash provided (used) by investing activities:
Purchases of short-term investments(1,144)(2,469)
Maturities of short-term investments7781,432
Sales of short-term investments1,038948
Additions to property, plant and equipment(253)(264)
Other investing activities(1)139
Cash provided (used) by investing activities418(214)
Cash provided (used) by financing activities:
Increase (decrease) in notes payable, net—(1)
Proceeds from exercise of stock options and other stock issuances9982
Repurchase of common stock(1,133)(983)
Dividends — common and preferred(524)(480)
Other financing activities(41)

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

NIKE designs, develops, markets and sells athletic footwear, apparel, equipment, accessories and services worldwide. We are the largest seller of athletic footwear and apparel in the world. We sell our products through 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. We 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

  • NIKE, Inc. Revenues for the first quarter of fiscal 2024 were $12.9 billion, an increase of 2% on both a reported and currency-neutral basis, compared to the first quarter of fiscal 2023

  • NIKE Direct revenues grew 6% from $5.1 billion for the first quarter of fiscal 2023 to $5.4 billion for the first quarter of fiscal 2024, and represented approximately 43% of total NIKE Brand revenues for the first quarter of fiscal 2024

  • Gross margin for the first quarter of fiscal 2024 decreased 10 basis points to 44.2%, primarily driven by higher product costs and unfavorable changes in foreign currency exchange rates, largely offset by strategic pricing actions

  • Inventories as of August 31, 2023, were $8.7 billion, an increase of 3% compared to May 31, 2023, primarily driven by product mix and lower inventory obsolescence reserves

  • We returned $1.7 billion to our shareholders in the first quarter of fiscal 2024 through share repurchases and dividends

ECONOMIC CONDITIONS AND MARKET DYNAMICS

  • Consumer Spending:** Our growth in Revenues for the first quarter of fiscal 2024 reflects ongoing demand for our products despite ongoing uncertainty in the global economy. We will continue to closely monitor macroeconomic conditions, including the potential impacts of inflation and rising interest rates on consumer behavior.

  • Inflationary Pressures:** Inflationary pressures, including higher product costs, negatively impacted gross margin for the first quarter of fiscal 2024. The strategic pricing actions we have taken more than offset the impact of these higher product costs on gross margin in the first quarter of fiscal 2024.

  • Supply Chain Conditions:** During the first quarter of fiscal 2024 and as of August 31, 2023, our inventory levels were healthy as we continue to experience normalized inventory transit times and flow of seasonal product.

  • Foreign Currency Impacts:** As a global company with significant operations outside the United States, we are exposed to risk arising from changes in foreign currency exchange rates. For additional information, refer to "Foreign Currency Exposures and Hedging Practices".

We continue to be confident in our brand strength. We are focused on scaling a deep, diverse and distinct product portfolio as well as deepening our consumer connections, while carefully managing the health of our most iconic product franchises. However, 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.

USE OF NON-GAAP FINANCIAL MEASURES

Throughout this Quarterly Report on Form 10-Q, we discuss non-GAAP financial measures, which should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with U.S. GAAP. References to these measures should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Management uses these non-GAAP measures when evaluating the Company's performance, including when making financial and operating decisions. Additionally, management believes these non-GAAP financial measures provide investors with additional financial information that should be considered when assessing our underlying business performance and trends.

Earnings Before Interest and Taxes ("EBIT"): Calculated as Net income before Interest expense (income), net and Income tax expense in the Consolidated Statements of Income. Total NIKE, Inc. EBIT for the three months ended August 31, 2023 and 2022 are as follows:

THREE MONTHS ENDED AUGUST 31,
(Dollars in millions)20232022
Net income$1,450$1,468
Add: Interest expense (income), net(34)13
Add: Income tax expense198360
Earnings before interest and taxes$1,614$1,841

EBIT margin: Calculated as total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues. Our EBIT margin calculation for the three months ended August 31, 2023 and 2022 are as follows:

THREE MONTHS ENDED AUGUST 31,
(Dollars in millions)20232022
Numerator
Earnings before interest and taxes$1,614$1,841
Denominator
Total NIKE, Inc. Revenues$12,939$12,687
EBIT margin12.5%14.5%

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 NIKE 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

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes from the information previously reported under Part II, Item 7A within our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.

Item 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Securities Exchange Act of 1934, as amended (the "Exchange Act") reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carry out a variety of ongoing procedures, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of August 31, 2023.

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.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ANALYST REPORTS

Certain written and oral statements, other than purely historic information, including estimates, projections, statements relating to NIKE's business plans, objectives and expected operating or financial results and the assumptions upon which those statements are based, made or incorporated by reference from time to time by NIKE or its representatives in this report, other reports, filings with the SEC, press releases, conferences or otherwise, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "will be," "will continue," "will likely result" or words or phrases of similar meaning. 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 NIKE products; difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for NIKE 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 difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; 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 NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; general risks associated with doing business outside of the United States, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact of new and existing laws, regulations or 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 effects of NIKE's decision to invest in or divest of businesses or capabilities; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic; and other factors referenced or incorporated by reference in this report and other reports.

Investors should also be aware that while NIKE does, from time to time, communicate with securities analysts, it is against NIKE's policy to disclose to them any material non-public information or other confidential commercial information. Accordingly, shareholders should not assume that NIKE agrees with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, NIKE has a policy against confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of NIKE.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Note 11 — Contingencies within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements, which is incorporated by reference herein.

Item 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In June 2022, the Board of Directors approved a four-year, $18 billion share repurchase program. As of August 31, 2023, the Company had repurchased 54.0 million shares at an average price of $109.94 per share for a total approximate cost of $5.9 billion under the program.

All share repurchases were made under NIKE's publicly announced program, and there are no other programs under which the Company repurchases shares. The following table presents a summary of share repurchases made during the quarter ended August 31, 2023:

PERIODTOTAL NUMBER OF SHARES PURCHASEDAVERAGE PRICE PAID PER SHAREAPPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLAN OR PROGRAM (IN MILLIONS)
June 1 - June 30, 20233,391,842$110.13$12,826
July 1 - July 31, 20233,236,889$108.79$12,474
August 1 - August 31, 20233,838,777$105.77$12,068
10,467,508$108.12

Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended August 31, 2023, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 105b-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:

On July 3, 2023, Robert Swan, a member of our Board of Directors, adopted a Rule 10b5-1 trading arrangement for the purchase of shares of our Class B Common Stock, subject to certain conditions, at an aggregate purchase price of up to $1,500,000.The arrangement's expiration date is July 3, 2024.

On August 1, 2023, Monique Matheson, Executive Vice President, Chief Human Resources Officer, adopted a Rule 10b5-1 trading arrangement for the sale of up to 30,000 shares of our Class B Common Stock, subject to certain conditions. The arrangement's expiration date is August 1, 2024.

Item 6. EXHIBITS

(a) EXHIBITS:

3.Exhibits:
3.1Restated 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).
3.2Fifth 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).
4.1Restated Articles of Incorporation, as amended (see Exhibit 3.1).
4.2Fifth Restated Bylaws, as amended (see Exhibit 3.2).
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1†Section 1350 Certification of Chief Executive Officer.
32.2†Section 1350 Certification of Chief Financial Officer.
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† Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NIKE, INC. an Oregon Corporation
By:/s/ MATTHEW FRIEND Matthew Friend Chief Financial Officer and Authorized Officer
Date:October 6, 2023