filings.toolsNIKE 10-Q 2024-08-31
Filed 2024-10-07. 8 sections, 153K 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, 2024
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 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 Stock | NKE | New York Stock Exchange | |||||||||
| (Title of each class) | (Trading symbol) | (Name of each exchange on which registered) |
| Indicate by check mark: | Yes | No | ||||||||||||||||||||||||||||||||||||
| • | 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 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 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, 2024, the number of shares of the Registrant's Common Stock outstanding were: | |||||
| Class A | 297,897,252 | ||||
| Class B | 1,190,598,484 | ||||
| 1,488,495,736 |
NIKE, INC.
FORM 10-Q
TABLE OF CONTENTS
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) | 2024 | 2023 | |||||||||||||||
| Revenues | $ | 11,589 | $ | 12,939 | |||||||||||||
| Cost of sales | 6,332 | 7,219 | |||||||||||||||
| Gross profit | 5,257 | 5,720 | |||||||||||||||
| Demand creation expense | 1,226 | 1,069 | |||||||||||||||
| Operating overhead expense | 2,822 | 3,047 | |||||||||||||||
| Total selling and administrative expense | 4,048 | 4,116 | |||||||||||||||
| Interest expense (income), net | (43) | (34) | |||||||||||||||
| Other (income) expense, net | (55) | (10) | |||||||||||||||
| Income before income taxes | 1,307 | 1,648 | |||||||||||||||
| Income tax expense | 256 | 198 | |||||||||||||||
| NET INCOME | $ | 1,051 | $ | 1,450 | |||||||||||||
| Earnings per common share: | |||||||||||||||||
| Basic | $ | 0.70 | $ | 0.95 | |||||||||||||
| Diluted | $ | 0.70 | $ | 0.94 | |||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic | 1,497.7 | 1,528.4 | |||||||||||||||
| Diluted | 1,502.0 | 1,543.3 |
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) | 2024 | 2023 | |||||||||||||||
| Net income | $ | 1,051 | $ | 1,450 | |||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Change in net foreign currency translation adjustment | 138 | 36 | |||||||||||||||
| Change in net gains (losses) on cash flow hedges | (227) | (134) | |||||||||||||||
| Change in net gains (losses) on other | 9 | 3 | |||||||||||||||
| Total other comprehensive income (loss), net of tax | (80) | (95) | |||||||||||||||
| TOTAL COMPREHENSIVE INCOME | $ | 971 | $ | 1,355 |
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) | 2024 | 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | 8,485 | $ | 9,860 | |||||||
| Short-term investments | 1,809 | 1,722 | |||||||||
| Accounts receivable, net | 4,764 | 4,427 | |||||||||
| Inventories | 8,253 | 7,519 | |||||||||
| Prepaid expenses and other current assets | 1,729 | 1,854 | |||||||||
| Total current assets | 25,040 | 25,382 | |||||||||
| Property, plant and equipment, net | 4,948 | 5,000 | |||||||||
| Operating lease right-of-use assets, net | 2,792 | 2,718 | |||||||||
| Identifiable intangible assets, net | 259 | 259 | |||||||||
| Goodwill | 240 | 240 | |||||||||
| Deferred income taxes and other assets | 4,588 | 4,511 | |||||||||
| TOTAL ASSETS | $ | 37,867 | $ | 38,110 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 1,000 | $ | 1,000 | |||||||
| Notes payable | 12 | 6 | |||||||||
| Accounts payable | 3,357 | 2,851 | |||||||||
| Current portion of operating lease liabilities | 491 | 477 | |||||||||
| Accrued liabilities | 5,075 | 5,725 | |||||||||
| Income taxes payable | 693 | 534 | |||||||||
| Total current liabilities | 10,628 | 10,593 | |||||||||
| Long-term debt | 7,998 | 7,903 | |||||||||
| Operating lease liabilities | 2,625 | 2,566 | |||||||||
| Deferred income taxes and other liabilities | 2,672 | 2,618 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Redeemable preferred stock | — | — | |||||||||
| Shareholders' equity: | |||||||||||
| Common stock at stated value: | |||||||||||
| Class A convertible — 298 and 298 shares outstanding | — | — | |||||||||
| Class B — 1,193 and 1,205 shares outstanding | 3 | 3 | |||||||||
| Capital in excess of stated value | 13,557 | 13,409 | |||||||||
| Accumulated other comprehensive income (loss) | (27) | 53 | |||||||||
| Retained earnings | 411 | 965 | |||||||||
| Total shareholders' equity | 13,944 | 14,430 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 37,867 | $ | 38,110 |
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) | 2024 | 2023 | ||||||
| Cash provided (used) by operations: | ||||||||
| Net income | $ | 1,051 | $ | 1,450 | ||||
| Adjustments to reconcile net income to net cash provided (used) by operations: | ||||||||
| Depreciation | 188 | 191 | ||||||
| Deferred income taxes | (53) | (68) | ||||||
| Stock-based compensation | 183 | 196 | ||||||
| Amortization, impairment and other | (4) | (5) | ||||||
| Net foreign currency adjustments | (7) | (7) | ||||||
| Changes in certain working capital components and other assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | (312) | (621) | ||||||
| (Increase) decrease in inventories | (679) | (263) | ||||||
| (Increase) decrease in prepaid expenses, operating lease right-of-use assets and other current and non-current assets | (265) | (225) | ||||||
| Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities and other current and non-current liabilities | 292 | (714) | ||||||
| Cash provided (used) by operations | 394 | (66) | ||||||
| **Cash provided (used) by i |
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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 two distribution channels: NIKE Direct operations which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital") and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world. Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and accessories businesses.
Our strategy is to achieve sustainable, profitable long-term revenue growth by creating innovative, "must-have" products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail. We are focused on growing the entire marketplace by increasing investment to elevate and differentiate our brand experience within our wholesale partners while also continuing to invest in our NIKE Direct operations.
We have completed the implementation of a new Enterprise Resource Planning ("ERP") Platform in our Greater China and North America geographies as part of a global rollout integrating wholesale and NIKE Direct operations and enhancing supply chain and finance capabilities. As a result, beginning with the first quarter of fiscal 2025, we have removed the non-GAAP financial measure of wholesale equivalent revenues. There is no change to our reported revenues or gross margin. We will continue to invest in the global rollout of the ERP Platform in our remaining geographies to serve our consumers at speed and scale.
QUARTERLY FINANCIAL HIGHLIGHTS
-
NIKE, Inc. Revenues for the first quarter of fiscal 2025 were $11.6 billion compared to $12.9 billion for the first quarter of fiscal 2024
-
NIKE Direct revenues were $4.7 billion for the first quarter of fiscal 2025 compared to $5.4 billion for the first quarter of fiscal 2024, and represented approximately 42% of total NIKE Brand revenues
-
NIKE Brand wholesale revenues were $6.4 billion for the first quarter of fiscal 2025 compared to $7.0 billion for the first quarter of fiscal 2024
-
Gross margin for the first quarter of fiscal 2025 increased 120 basis points to 45.4%, primarily due to lower NIKE Brand product costs, lower warehousing and logistics costs, and benefits from strategic pricing actions from the prior year
-
Inventories as of August 31, 2024, were $8.3 billion, an increase of 10% compared to May 31, 2024, primarily driven by an increase in units
-
We returned approximately $1.8 billion to our shareholders in the first quarter of fiscal 2025 through share repurchases and dividends
CURRENT ECONOMIC CONDITIONS AND OTHER FACTORS IMPACTING OUR BUSINESS
The operating environment could remain volatile in fiscal 2025 as the risk remains that the factors discussed below, among others, could have a material adverse impact on our future revenue growth as well as overall profitability.
-
Consumer Spending:** During the first quarter of fiscal 2025, consumers continued to spend more cautiously as macroeconomic and geopolitical conditions remain uncertain. We will continue to closely monitor these conditions and their impacts on consumer spending behavior.
-
Product Portfolio Management:** We are reducing the supply of certain footwear products as we scale new and innovative products across the marketplace and rebalance our footwear portfolio. This had a negative impact on our revenues in the first quarter of fiscal 2025.
-
Marketplace Management:** We are creating a more balanced channel mix as we move product from our NIKE Direct operations to our wholesale partners to ensure our products are in the path of the consumer. In the first quarter of fiscal 2025, we experienced a decline in traffic across NIKE Brand Digital and our retail stores which negatively impacted our revenues.
-
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".
USE OF NON-GAAP FINANCIAL MEASURES
Throughout this Quarterly Report on Form 10-Q, we discuss non-GAAP financial measures, which should be considered in addition to, and not in lieu of, the financial measures calculated and presented in accordance with U.S. GAAP. References to these measures should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other companies. Management uses these non-GAAP measures when evaluating the Company's performance, including when making financial and operating decisions. Additionally, management believes these non-GAAP financial measures provide investors with additional financial information that should be considered when assessing our underlying business performance and trends.
Earnings Before Interest and Taxes ("EBIT"): Calculated as Net income before Interest expense (income), net and Income tax expense in the Unaudited Condensed Consolidated Statements of Income. Total NIKE, Inc. EBIT for the three months ended August 31, 2024 and August 31, 2023 are as follows:
| THREE MONTHS ENDED AUGUST 31, | |||||||||||||||||
| (Dollars in millions) | 2024 | 2023 | |||||||||||||||
| Net income | $ | 1,051 | $ | 1,450 | |||||||||||||
| Add: Interest expense (income), net | (43) | (34) | |||||||||||||||
| Add: Income tax expense | 256 | 198 | |||||||||||||||
| Earnings before interest and taxes | $ | 1,264 | $ | 1,614 |
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, 2024 and August 31, 2023 are as follows:
| THREE MONTHS ENDED AUGUST 31, | |||||||||||||||||
| (Dollars in millions) | 2024 | 2023 | |||||||||||||||
| Numerator | |||||||||||||||||
| Earnings before interest and taxes | $ | 1,264 | $ | 1,614 | |||||||||||||
| Denominator | |||||||||||||||||
| Total NIKE, Inc. Revenues | $ | 11,589 | $ | 12,939 | |||||||||||||
| EBIT margin | 10.9 | % | 12.5 | % |
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.
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 sto
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information previously reported under Part II, Item 7A within our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.
Item 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our Securities Exchange Act of 1934, as amended (the "Exchange Act") reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We carry out a variety of ongoing procedures, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, to evaluate the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of August 31, 2024.
During the first quarter of fiscal 2025, we implemented a new ERP Platform in our North America geography. As a result, there were changes to certain processes which resulted in changes to our internal control over financial reporting. For a discussion of risks related to the implementation of new systems, see Part 1, Item 1A, Risk Factors, in the Company’s most recent Annual Report on Form 10-K.
There have not been any other changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND ANALYST REPORTS
Certain written and oral statements, other than purely historic information, including estimates, projections, statements relating to NIKE's business plans, objectives and expected operating or financial results and the assumptions upon which those statements are based, made or incorporated by reference from time to time by NIKE or its representatives in this report, other reports, filings with the SEC, press releases, conferences or otherwise, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "will be," "will continue," "will likely result" or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: risks relating to our executive transition, risks relating to our multi-year enterprise initiative, including the risk that NIKE is not able to identify opportunities to deliver anticipated cost savings, risks related to any delays in the timing for implementing the initiative or potential disruptions to NIKE's business or operations as it executes on the initiative, and other factors that may cause NIKE to be unable to achieve the expected benefits of the initiative; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; NIKE's ability to successfully innovate and compete in various categories; new product development and innovation; demographic changes; changes in consumer preferences and channel mix; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting, and responding to changes in consumer preferences, consumer demand for NIKE products, changes in channel mix and the various market factors described above; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; international, national and local political, civil, economic and market conditions, including high and increasing inflation and interest rates; our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings; difficulties in implementing, operating and maintaining NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity and an inability to maintain NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; 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; 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 — Commitments and Contingencies within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements, which is incorporated by reference herein.
Item 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.
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, 2024, the Company had repurchased 99.7 million shares at an average price of $102.78 per share for a total approximate cost of $10.2 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, 2024:
| PERIOD | TOTAL NUMBER OF SHARES PURCHASED | AVERAGE PRICE PAID PER SHARE | APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLAN OR PROGRAM (IN MILLIONS) | ||||||||||||||
| June 1 - June 30, 2024 | 3,256,769 | $ | 94.11 | $ | 8,638 | ||||||||||||
| July 1 - July 31, 2024 | 6,159,134 | $ | 74.19 | $ | 8,181 | ||||||||||||
| August 1 - August 31, 2024 | 5,388,115 | $ | 79.76 | $ | 7,752 | ||||||||||||
| 14,804,018 | $ | 80.60 |
Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the fiscal quarter ended August 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
Item 6. EXHIBITS
† 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 7, 2024 |