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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED AUGUST 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT

2、OF 1934FOR THE TRANSITION PERIOD FROM TO .Commission File No.1-10635NIKE,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 o

3、f principal executive offices and zip code)(503)671-6453(Registrants 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 b

4、y check mark:YesNowhether 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 preceding12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing req

5、uirements for thepast 90 days.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 s

6、uch files).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 o

7、f the Exchange Act.Large accelerated filerAccelerated filer Non-accelerated filerSmaller reporting companyEmerging growth companyif an emerging growth company,if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards p

8、rovided 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).As of September 30,2024,the number of shares of the Registrants Common Stock outstanding were:Class A297,897,252 Class B1,190,598,484 1,488,495,736 Table of ContentsNIK

9、E,INC.FORM 10-QTABLE OF CONTENTSPAGEPART I-FINANCIAL INFORMATION1ITEM 1.Financial Statements1Unaudited Condensed Consolidated Statements of Income1Unaudited Condensed Consolidated Statements of Comprehensive Income2Unaudited Condensed Consolidated Balance Sheets3Unaudited Condensed Consolidated Stat

10、ements of Cash Flows4Unaudited Condensed Consolidated Statements of Shareholders Equity5Notes to the Unaudited Condensed Consolidated Financial Statements6ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations19ITEM 3.Quantitative and Qualitative Disclosures abou

11、t Market Risk33ITEM 4.Controls and Procedures33PART II-OTHER INFORMATION35ITEM 1.Legal Proceedings35ITEM 1A.Risk Factors35ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds36ITEM 5.Other Information37ITEM 6.Exhibits38Signatures39Table of ContentsPART I-FINANCIAL INFORMATIONITEM 1.FIN

12、ANCIAL STATEMENTSNIKE,INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOMETHREE MONTHS ENDED AUGUST 31,(In millions,except per share data)20242023Revenues$11,589$12,939 Cost of sales6,332 7,219 Gross profit5,257 5,720 Demand creation expense1,226 1,069 Operating overhead expense2,822 3,047 Tota

13、l selling and administrative expense4,048 4,116 Interest expense(income),net(43)(34)Other(income)expense,net(55)(10)Income before income taxes1,307 1,648 Income tax expense256 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 outsta

14、nding:Basic1,497.7 1,528.4 Diluted1,502.0 1,543.3 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.1Table of ContentsNIKE,INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMETHREE MONTHS ENDED AUGUST 31,(Dol

15、lars in millions)20242023Net income$1,051$1,450 Other comprehensive income(loss),net of tax:Change in net foreign currency translation adjustment138 36 Change in net gains(losses)on cash flow hedges(227)(134)Change in net gains(losses)on other9 3 Total other comprehensive income(loss),net of tax(80)

16、(95)TOTAL COMPREHENSIVE INCOME$971$1,355 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.2Table of ContentsNIKE,INC.UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETSAUGUST 31,MAY 31,(In millions)20242024ASSETSCurrent assets:Cas

17、h and equivalents$8,485$9,860 Short-term investments1,809 1,722 Accounts receivable,net4,764 4,427 Inventories8,253 7,519 Prepaid expenses and other current assets1,729 1,854 Total current assets25,040 25,382 Property,plant and equipment,net4,948 5,000 Operating lease right-of-use assets,net2,792 2,

18、718 Identifiable intangible assets,net259 259 Goodwill240 240 Deferred income taxes and other assets4,588 4,511 TOTAL ASSETS$37,867$38,110 LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt$1,000$1,000 Notes payable12 6 Accounts payable3,357 2,851 Current portio

19、n of operating lease liabilities491 477 Accrued liabilities5,075 5,725 Income taxes payable693 534 Total current liabilities10,628 10,593 Long-term debt7,998 7,903 Operating lease liabilities2,625 2,566 Deferred income taxes and other liabilities2,672 2,618 Commitments and contingencies(Note 11)Rede

20、emable 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 outstanding3 3 Capital in excess of stated value13,557 13,409 Accumulated other comprehensive income(loss)(27)53 Retained earnings411 965 Total sh

21、areholders equity13,944 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.3Table of ContentsNIKE,INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSTHREE

22、MONTHS ENDED AUGUST 31,(Dollars in millions)20242023Cash provided(used)by operations:Net income$1,051$1,450 Adjustments to reconcile net income to net cash provided(used)by operations:Depreciation188 191 Deferred income taxes(53)(68)Stock-based compensation183 196 Amortization,impairment and other(4

23、)(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

24、current and non-currentassets(265)(225)Increase(decrease)in accounts payable,accrued liabilities,operating lease liabilities and other current and non-current liabilities292(714)Cash provided(used)by operations394(66)Cash provided(used)by investing activities:Purchases of short-term investments(968)

25、(1,144)Maturities of short-term investments144 778 Sales of short-term investments778 1,038 Additions to property,plant and equipment(120)(253)Other investing activities(1)Cash provided(used)by investing activities(166)418 Cash provided(used)by financing activities:Increase(decrease)in notes payable

26、,net6 Proceeds from exercise of stock options and other stock issuances131 99 Repurchase of common stock(1,184)(1,133)Dividends common and preferred(558)(524)Other financing activities(17)(41)Cash provided(used)by financing activities(1,622)(1,599)Effect of exchange rate changes on cash and equivale

27、nts19(16)Net increase(decrease)in cash and equivalents(1,375)(1,263)Cash and equivalents,beginning of period9,860 7,441 CASH AND EQUIVALENTS,END OF PERIOD$8,485$6,178 Supplemental disclosure of cash flow information:Non-cash additions to property,plant and equipment$48$148 Dividends declared and not

28、 paid554 519 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.4Table of ContentsNIKE,INC.UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYCOMMON STOCKCAPITAL INEXCESSOF STATEDVALUEACCUMULATEDOTHERCOMPREHENSIVE

29、INCOME(LOSS)RETAINEDEARNINGSTOTALCLASS ACLASS B(In millions,except per share data)SHARESAMOUNTSHARESAMOUNTBalance at May 31,2024298$1,205$3$13,409$53$965$14,430 Stock options exercised3 124 124 Repurchase of Class B Common Stock(15)(132)(1,061)(1,193)Dividends on common stock($0.370 per share)and pr

30、eferred stock at$0.10 per share(554)(554)Issuance of shares to employees,net of shareswithheld for employee taxes(27)10(17)Stock-based compensation183 183 Net income1,051 1,051 Other comprehensive income(loss)(80)(80)Balance at August 31,2024298$1,193$3$13,557$(27)$411$13,944 COMMON STOCKCAPITAL INE

31、XCESSOF STATEDVALUEACCUMULATEDOTHERCOMPREHENSIVEINCOME(LOSS)RETAINEDEARNINGSTOTALCLASS ACLASS B(In millions,except per share data)SHARESAMOUNTSHARESAMOUNTBalance at May 31,2023305$1,227$3$12,412$231$1,358$14,004 Stock options exercised2 106 106 Conversion to Class B Common Stock(7)7 Repurchase of Cl

32、ass B Common Stock(10)(85)(1,047)(1,132)Dividends on common stock($0.340 per share)and preferred stock at$0.10 per share(519)(519)Issuance of shares to employees,net of shareswithheld for employee taxes(39)(39)Stock-based compensation196196 Net income1,450 1,450 Other comprehensive income(loss)(95)(

33、95)Balance at August 31,2023298$1,226$3$12,590$136$1,242$13,971 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.5Table of ContentsNOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTSNOTE 1Summary of Significant A

34、ccounting Policies7NOTE 2Accrued Liabilities7NOTE 3Fair Value Measurements8NOTE 4Income Taxes10NOTE 5Stock-Based Compensation11NOTE 6Earnings Per Share11NOTE 7Risk Management and Derivatives12NOTE 8Accumulated Other Comprehensive Income(Loss)14NOTE 9Revenues15NOTE 10Operating Segments16NOTE 11Commit

35、ments and Contingencies18NOTE 12Restructuring18NOTE 13Supplier Finance Programs186Table of ContentsNOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBASIS OF PRESENTATIONThe Unaudited Condensed Consolidated Financial Statements include the accounts of NIKE,Inc.and its subsidiaries(the Company or NIKE

36、)and reflect all normalrecurring adjustments which are,in the opinion of management,necessary for a fair statement of the results of operations for the interim period.The year-end CondensedConsolidated Balance Sheet data as of May 31,2024,was derived from audited financial statements,but does not in

37、clude all disclosures required by accountingprinciples generally accepted in the United States of America(U.S.GAAP).The interim financial information and notes thereto should be read in conjunction with theCompanys latest Annual Report on Form 10-K for the fiscal year ended May 31,2024(the Annual Re

38、port).The results of operations for the three months ended August31,2024,are not necessarily indicative of results to be expected for the entire fiscal year.RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULESIn November 2023,the Financial Accounting Standards Board(the FASB)issued Accounting S

39、tandards Update(ASU)2023-07,Segment Reporting(Topic 280):Improvements to Reportable Segment Disclosures,which is intended to improve reportable segment disclosure requirements,primarily through enhanced disclosuresabout significant expenses.The amendments will require public entities to disclose sig

40、nificant segment expenses regularly provided to the chief operating decision makerand included within segment profit and loss.The amendments are effective for the Companys annual periods beginning June 1,2024,and interim periods beginning June1,2025,with early adoption permitted,and will be applied

41、retrospectively to all prior periods presented in the financial statements.The Company is currently evaluatingthe ASU to determine its impact on the Companys disclosures.In December 2023,the FASB issued ASU 2023-09,Income Taxes(Topic 740):Improvements to Income Tax Disclosures,which includes amendme

42、nts that furtherenhance income tax disclosures,primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.Theamendments are effective for the Companys annual periods beginning June 1,2025,with early adoption permitted,and may be appli

43、ed either prospectively orretrospectively.The Company is currently evaluating the ASU to determine its impact on the Companys disclosures.In March 2024,the U.S.Securities and Exchange Commission(SEC)adopted the final rule under SEC Release No.33-11275,The Enhancement and Standardizationof Climate-Re

44、lated Disclosures for Investors.This rule would require registrants to disclose certain climate-related information in registration statements and annualreports.In April 2024,the SEC voluntarily stayed the final rule as a result of pending and legal challenges.The disclosure requirements would apply

45、 to the Companysfiscal year beginning June 1,2025,pending resolution of the stay.The Company is currently evaluating the final rule to determine its impact on the Companysdisclosures.NOTE 2 ACCRUED LIABILITIESAccrued liabilities included the following:AUGUST 31,MAY 31,(Dollars in millions)20242024Co

46、mpensation and benefits,excluding taxes$1,073$1,291 Sales-related reserves1,200 1,282 Dividends payable559 563 Endorsement compensation283 578 Other1,960 2,011TOTAL ACCRUED LIABILITIES$5,075$5,725 7Table of ContentsNOTE 3 FAIR VALUE MEASUREMENTSThe Company measures certain financial assets and liabi

47、lities at fair value on a recurring basis,including derivatives,equity securities and available-for-sale debtsecurities.The following tables present information about the Companys financial assets measured at fair value on a recurring basis as of August 31,2024 and May 31,2024,andindicate the level

48、in the fair value hierarchy in which the Company classifies the fair value measurement:AUGUST 31,2024(Dollars in millions)ASSETS AT FAIR VALUECASH AND EQUIVALENTSSHORT-TERM INVESTMENTSCash$1,768$1,768$Level 1:U.S.Treasury securities1,194 13 1,181 Level 2:Commercial paper and bonds615 19 596 Money ma

49、rket funds6,456 6,456 Time deposits236 229 7 U.S.Agency securities25 25 Total Level 27,332 6,704 628 TOTAL$10,294$8,485$1,809 MAY 31,2024(Dollars in millions)ASSETS AT FAIR VALUECASH AND EQUIVALENTSSHORT-TERM INVESTMENTSCash$1,222$1,222$Level 1:U.S.Treasury securities1,175 155 1,020 Level 2:Commerci

50、al paper and bonds591 17 574 Money market funds8,119 8,119 Time deposits440 347 93 U.S.Agency securities35 35 Total Level 29,185 8,483 702 TOTAL$11,582$9,860$1,722 As of August 31,2024,the Company held$1,038 million of available-for-sale debt securities with maturity dates within one year and$771 mi

51、llion with maturity datesgreater than one year and less than five years in Short-term investments on the Unaudited Condensed Consolidated Balance Sheets.The fair value of the Companysavailable-for-sale debt securities approximates their amortized cost.Included in Interest expense(income),net was int

52、erest income related to the Companys investment portfolio of$120 million and$99 million for the three months endedAugust 31,2024 and 2023,respectively.8Table of ContentsThe following tables present information about the Companys derivative assets and liabilities measured at fair value on a recurring

53、 basis and indicate the level in the fairvalue hierarchy in which the Company classifies the fair value measurement:AUGUST 31,2024DERIVATIVE ASSETSDERIVATIVE LIABILITIES(Dollars in millions)ASSETS ATFAIR VALUEOTHERCURRENTASSETSOTHER LONG-TERM ASSETSLIABILITIESAT FAIRVALUEACCRUEDLIABILITIESOTHER LONG

54、-TERMLIABILITIESLevel 2:Foreign exchange forwards and options$175$165$10$198$167$31 Interest rate swaps63 63 TOTAL$238$165$73$198$167$31(1)If the derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets,the asset and liability positions each would have been reduc

55、ed by$141 million as ofAugust 31,2024.As of that date,the Company received$34 million of cash collateral and$12 million of securities from various counterparties on the derivative asset balance and posted$45 millioncash collateral on the derivative liability balance.MAY 31,2024DERIVATIVE ASSETSDERIV

56、ATIVE LIABILITIES(Dollars in millions)ASSETS ATFAIR VALUEOTHERCURRENTASSETSOTHER LONG-TERM ASSETSLIABILITIESAT FAIRVALUEACCRUEDLIABILITIESOTHER LONG-TERMLIABILITIESLevel 2:Foreign exchange forwards and options$343$299$44$120$115$5 Interest rate swaps 31 31 TOTAL$343$299$44$151$115$36(1)If the deriva

57、tive instruments had been netted on the Consolidated Balance Sheets,the asset and liability positions each would have been reduced by$142 million as of May 31,2024.As of that date,the Company received$112 million of cash collateral from various counterparties on the derivative asset balance and post

58、ed$10 million cash collateral on the derivative liability balance.For additional information related to the Companys derivative financial instruments and credit risk,refer to Note 7 Risk Management and Derivatives.The carrying amounts of other current financial assets and other current financial lia

59、bilities approximate fair value.FINANCIAL ASSETS AND LIABILITIES NOT RECORDED AT FAIR VALUEThe Companys Long-term debt is recorded at adjusted cost,net of unamortized premiums,discounts,debt issuance costs and interest rate swap fair value adjustments.The fair value of long-term debt is estimated ba

60、sed upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets(Level 2).Thefair value of the Companys Long-term debt was approximately$7,932 million at August 31,2024 and$7,631 million at May 31,2024.(1)(1)(1)(1)9Table of ContentsNOTE 4 INCOME TAXESThe

61、effective tax rate was 19.6%and 12.0%for the three months ended August 31,2024 and 2023,respectively.The increase in the Companys effective tax rate wasprimarily due to a one-time benefit recognized in the first three months of fiscal 2024 from the impact of temporary relief provided by the Internal

62、 Revenue Service(IRS)relating to U.S.foreign tax credit regulations.On July 21,2023,the IRS issued Notice 2023-55 which specifically delayed the application of certain U.S.foreign tax creditregulations that had previously limited the Companys ability to claim credits on certain foreign taxes for the

63、 fiscal year ended May 31,2023.As a result of this guidance,the Company recognized a one-time tax benefit related to fiscal 2023 tax positions in the first three months of fiscal 2024.The Organization for Economic Co-operation and Development(OECD)and the G20 Inclusive Framework on Base Erosion and

64、Profit Shifting(the“Inclusive Framework”)have put forth Pillar Two proposals that ensure a minimal level of taxation.Several countries in which the Company operates,including several European Union memberstates,have adopted domestic legislation to implement the Inclusive Frameworks global corporate

65、minimum tax rate of fifteen percent.This legislation became effectivefor the Company beginning June 1,2024.Based on the Companys current analysis of Pillar Two provisions,these tax law changes did not have a material impact on theCompanys financial statements for the first three months of fiscal 202

66、5 and are not expected to for fiscal 2025.As of August 31,2024,total gross unrecognized tax benefits,excluding related interest and penalties,were$999 million,$709 million of which would affect the Companyseffective tax rate if recognized in future periods.The majority of the total gross unrecognize

67、d tax benefits are long-term in nature and included within Deferred incometaxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.As of May 31,2024,total gross unrecognized tax benefits,excluding related interestand penalties,were$990 million.As of August 31,2024 and May 3

68、1,2024,accrued interest and penalties related to uncertain tax positions were$346 million and$332million,respectively,(excluding federal benefit)and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated BalanceSheets.The Company is subject to taxation in

69、 the U.S.,as well as various state and foreign jurisdictions.The Company is currently under audit by the U.S.IRS for fiscal years2017 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

70、2011 remain open in certain major foreign jurisdictions.Although the timing of resolution of audits is not certain,the Company evaluates all domestic andforeign audit issues in the aggregate,along with the expiration of applicable statutes of limitations,and estimates that it is reasonably possible

71、the total grossunrecognized tax benefits could decrease by up to$20 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 taxrulings to the Company.The Company beli

72、eves the investigation is without merit.If this matter is adversely resolved,the Netherlands may be required to assess additionalamounts with respect to prior periods,and the Companys income taxes related to prior periods in the Netherlands could increase.10Table of ContentsNOTE 5 STOCK-BASED COMPEN

73、SATIONSTOCK-BASED COMPENSATIONThe 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 inconnection with equity awards granted under the Stock Incentive Plan.The Stock Incentive Plan authorizes the gr

74、ant of non-statutory stock options,incentive stockoptions,stock appreciation rights and stock awards,including restricted stock and restricted stock units.Restricted stock units include both time-vesting restricted stockunits(RSUs)as well as performance-based restricted stock units(PSUs).In addition

75、 to the Stock Incentive Plan,the Company gives employees the right to purchaseshares at a discount from the market price under employee stock purchase plans(ESPPs).The following table summarizes the Companys total stock-based compensation expense recognized in Cost of sales or Operating overhead exp

76、ense,as applicable:THREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023Stock options$71$76 ESPPs13 21 Restricted stock and restricted stock units99 99 TOTAL STOCK-BASED COMPENSATION EXPENSE$183$196(1)Expense for stock options includes the expense associated with stock appreciation rights.(2)Ex

77、pense for restricted stock units includes an immaterial amount of expense for PSUs.STOCK OPTIONSAs of August 31,2024,the Company had$324 million of unrecognized compensation costs from stock options,net of estimated forfeitures,to be recognized in Cost ofsales or Operating overhead expense,as applic

78、able,over a weighted average remaining period of 2.4 years.RESTRICTED STOCK AND RESTRICTED STOCK UNITSAs of August 31,2024,the Company had$517 million of unrecognized compensation costs from restricted stock and restricted stock units,net of estimated forfeitures,tobe recognized in Cost of sales or

79、Operating overhead expense,as applicable,over a weighted average remaining period of 2.3 years.NOTE 6 EARNINGS PER SHAREThe following is a reconciliation from basic earnings per common share to diluted earnings per common share.The computations of diluted earnings per common shareexclude restricted

80、stock,restricted stock units and options,including shares under ESPPs,to purchase an estimated additional 61.1 million and 33.7 million shares ofcommon stock outstanding for the three months ended August 31,2024 and 2023,respectively,because the awards were assumed to be anti-dilutive.THREE MONTHS E

81、NDED AUGUST 31,(In millions,except per share data)20242023Net income available to common stockholders$1,051$1,450 Determination of shares:Weighted average common shares outstanding1,497.7 1,528.4 Assumed conversion of dilutive stock options and awards4.3 14.9 DILUTED WEIGHTED AVERAGE COMMON SHARES O

82、UTSTANDING1,502.0 1,543.3 Earnings per common share:Basic$0.70$0.95 Diluted$0.70$0.94(1)(1)(2)11Table of ContentsNOTE 7 RISK MANAGEMENT AND DERIVATIVESThe Company is exposed to global market risks,including the effect of changes in foreign currency exchange rates and interest rates,and uses derivati

83、ves to managefinancial exposures that occur in the normal course of business.As of and for the three months ended August 31,2024,there have been no material changes to theCompanys hedging program or strategy from what was disclosed within the Annual Report.The majority of derivatives outstanding as

84、of August 31,2024,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 Unaudited Condensed Consolidated Balance Sheets at fairvalue and classified

85、based on the instruments maturity date.The following tables present the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets:DERIVATIVE ASSETSBALANCE SHEET LOCATIONAUGUST 31,MAY 31,(Dollars in millions)20242024Derivatives formally designated as he

86、dging instruments:Foreign exchange forwards and optionsPrepaid expenses and other current assets$139$269 Foreign exchange forwards and optionsDeferred income taxes and other assets10 44 Interest rate swapsDeferred income taxes and other assets63 Total derivatives formally designated as hedging instr

87、uments212 313 Derivatives not designated as hedging instruments:Foreign exchange forwards and optionsPrepaid expenses and other current assets26 30 Total derivatives not designated as hedging instruments26 30 TOTAL DERIVATIVE ASSETS$238$343 DERIVATIVE LIABILITIESBALANCE SHEET LOCATIONAUGUST 31,MAY 3

88、1,(Dollars in millions)20242024Derivatives formally designated as hedging instruments:Foreign exchange forwards and optionsAccrued liabilities$161$110 Foreign exchange forwards and optionsDeferred income taxes and other liabilities31 5 Interest rate swapsDeferred income taxes and other liabilities 3

89、1 Total derivatives formally designated as hedging instruments192 146 Derivatives not designated as hedging instruments:Foreign exchange forwards and optionsAccrued liabilities6 5 Total derivatives not designated as hedging instruments6 5 TOTAL DERIVATIVE LIABILITIES$198$151 12Table of ContentsThe f

90、ollowing tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income:(Dollars in millions)AMOUNT OF GAIN(LOSS)RECOGNIZED IN OTHERCOMPREHENSIVE INCOME(LOSS)ON DERIVATIVESAMOUNT OF GAIN(LOSS)RECLASSIFIED FROM ACCUMULATEDOTHER COMPREHENSIVEINCOME(LOSS)INTO INCOMETHREE

91、 MONTHS ENDED AUGUST31,LOCATION OF GAIN(LOSS)RECLASSIFIED FROM ACCUMULATEDOTHER COMPREHENSIVE INCOME(LOSS)INTO INCOMETHREE MONTHS ENDEDAUGUST 31,2024202320242023Derivatives designated as cash flowhedges:Foreign exchange forwards and options$(44)$(18)Revenues$(21)$1 Foreign exchange forwards and opti

92、ons(98)(2)Cost of sales70 86 Foreign exchange forwards and options Demand creation expense Foreign exchange forwards and options(29)(10)Other(income)expense,net30 35 Interest rate swaps Interest expense(income),net(2)(2)TOTAL DESIGNATED CASH FLOWHEDGES$(171)$(30)$77$120(1)For the three months ended

93、August 31,2024 and 2023,the amounts recorded in Other(income)expense,net as a result of the discontinuance of cash flow hedges because the forecasted transactionswere no longer probable of occurring were immaterial.(2)Gains and losses associated with terminated interest rate swaps,which were previou

94、sly designated as cash flow hedges and recorded in Accumulated other comprehensive income(loss),will bereleased through Interest expense(income),net over the term of the issued debt.AMOUNT OF GAIN(LOSS)RECOGNIZEDIN INCOME ON DERIVATIVESLOCATION OF GAIN(LOSS)RECOGNIZED IN INCOMEON DERIVATIVESTHREE MO

95、NTHS ENDEDAUGUST 31,(Dollars in millions)20242023Derivatives not designated as hedging instruments:Foreign exchange forwards and options$(27)Other(income)expense,netCASH FLOW HEDGESThe total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately$

96、16.6 billion and$16.2 billion as of August 31,2024 and May 31,2024,respectively.Approximately$63 million of deferred net gains(net of tax)on both outstanding and matured derivatives in Accumulated othercomprehensive income(loss)as of August 31,2024,are expected to be reclassified to Net income durin

97、g the next 12 months concurrent with the underlying hedgedtransactions also being recorded in Net income.Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivativecontracts currently outstanding mature.As of August 31,2024,the maximum term over

98、 which the Company hedges exposures to the variability of cash flows for itsforecasted transactions was 27 months.FAIR VALUE HEDGESThe total notional amount of outstanding interest rate swap contracts designated as fair value hedges was$1.8 billion as of August 31,2024 and May 31,2024.UNDESIGNATED D

99、ERIVATIVE INSTRUMENTSThe total notional amount of outstanding undesignated derivative instruments was$3.8 billion and$4.4 billion as of August 31,2024 and May 31,2024,respectively.CREDIT RISKAs of August 31,2024,the Company was in compliance with all credit risk-related contingent features and consi

100、ders the impact of the risk of counterparty default to beimmaterial.For additional information related to the Companys derivative financial instruments and collateral,refer to Note 3 Fair Value Measurements.(1)(1)(2)13Table of ContentsNOTE 8 ACCUMULATED OTHER COMPREHENSIVE INCOME(LOSS)The changes in

101、 Accumulated other comprehensive income(loss),net of tax,were as follows:(Dollars in millions)FOREIGNCURRENCYTRANSLATIONADJUSTMENTCASH FLOWHEDGESNETINVESTMENTHEDGESOTHERTOTALBalance at May 31,2024$(256)$247$115$(53)$53 Other comprehensive income(loss):Other comprehensive gains(losses)before reclassi

102、fications137(151)7(7)Reclassifications to net income of previously deferred(gains)losses1(76)2(73)Total other comprehensive income(loss)138(227)9(80)Balance at August 31,2024$(118)$20$115$(44)$(27)(1)The accumulated foreign currency translation adjustment and net investment hedge gains/losses relate

103、d to an investment in a foreign subsidiary are reclassified to Net income upon sale or uponcomplete or substantially complete liquidation of the respective entity.(2)Net of immaterial tax impact.(3)Reclassifications to net income of previously deferred(gains)losses are recorded within Other(income)e

104、xpense,net for foreign currency translation adjustment,net investment hedges,and other.(Dollars in millions)FOREIGNCURRENCYTRANSLATIONADJUSTMENTCASH FLOWHEDGESNETINVESTMENTHEDGESOTHERTOTALBalance at May 31,2023$(253)$431$115$(62)$231 Other comprehensive income(loss):Other comprehensive gains(losses)

105、before reclassifications36(23)13 Reclassifications to net income of previously deferred(gains)losses(111)3(108)Total other comprehensive income(loss)36(134)3(95)Balance at August 31,2023$(217)$297$115$(59)$136(1)The accumulated foreign currency translation adjustment and net investment hedge gains/l

106、osses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or uponcomplete or substantially complete liquidation of the respective entity.(2)Net of immaterial tax impact.(3)Reclassifications to net income of previously deferred(gains)losses are recorded within Ot

107、her(income)expense,net for foreign currency translation adjustment,net investment hedges,and other.For additional information related to the Companys cash flow hedges refer to Note 7 Risk Management and Derivatives.(1)(1)(2)(2)(3)(1)(1)(2)(2)(3)14Table of ContentsNOTE 9 REVENUESDISAGGREGATION OF REV

108、ENUESThe following tables present the Companys Revenues disaggregated by reportable operating segment,major product line and distribution channel:THREE MONTHS ENDED AUGUST 31,2024(Dollars in millions)NORTHAMERICAEUROPE,MIDDLEEAST&AFRICAGREATERCHINAASIAPACIFIC&LATINAMERICAGLOBALBRANDDIVISIONSTOTALNIK

109、EBRANDCONVERSECORPORATETOTALNIKE,INC.Revenues by:Footwear$3,212$1,952$1,246$1,052$7,462$436$7,898 Apparel1,331 993 360 348 3,032 17 3,049 Equipment283 198 60 62 603 12 615 Other 14 14 36(23)27 TOTAL REVENUES$4,826$3,143$1,666$1,462$14$11,111$501$(23)$11,589 Revenues by:Sales to Wholesale Customers$2

110、,475$2,074$971$890$6,410$275$6,685 Sales through Direct to Consumer2,351 1,069 695 572 4,687 190 4,877 Other 14 14 36(23)27 TOTAL REVENUES$4,826$3,143$1,666$1,462$14$11,111$501$(23)$11,589 THREE MONTHS ENDED AUGUST 31,2023(Dollars in millions)NORTHAMERICAEUROPE,MIDDLEEAST&AFRICAGREATERCHINAASIAPACIF

111、IC&LATINAMERICAGLOBALBRANDDIVISIONSTOTALNIKEBRANDCONVERSECORPORATETOTALNIKE,INC.Revenues by:Footwear$3,733$2,260$1,287$1,141$8,421$522$8,943 Apparel1,479 1,137 401 371 3,388 20 3,408 Equipment211 213 47 60 531 11 542 Other 13 13 35(2)46 TOTAL REVENUES$5,423$3,610$1,735$1,572$13$12,353$588$(2)$12,939

112、 Revenues by:Sales to Wholesale Customers$2,772$2,379$895$937$6,983$329$7,312 Sales through Direct to Consumer2,651 1,231 840 635 5,357 224 5,581 Other 13 13 35(2)46 TOTAL REVENUES$5,423$3,610$1,735$1,572$13$12,353$588$(2)$12,939 Global Brand Divisions revenues included NIKE Brand licensing and othe

113、r miscellaneous revenues that are not part of a geographic operating segment.Converse Otherrevenues were primarily attributable to licensing businesses.Corporate revenues primarily consisted of foreign currency hedge gains and losses related to revenuesgenerated by entities within the NIKE Brand geo

114、graphic operating segments and Converse,but managed through the Companys central foreign exchange riskmanagement program.As of August 31,2024 and May 31,2024,the Company did not have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilitieson the Unaudi

115、ted Condensed Consolidated Balance Sheets.15Table of ContentsNOTE 10 OPERATING SEGMENTSThe Companys operating segments are evidence of the structure of the Companys internal organization.The NIKE Brand segments are defined by geographic regionsfor operations participating in NIKE Brand sales activit

116、y.Each NIKE Brand geographic segment operates predominantly in one industry:the design,development,marketing and selling of athletic footwear,apparel andequipment.The Companys reportable operating segments for the NIKE Brand are:North America;Europe,Middle East&Africa(EMEA);Greater China;and AsiaPac

117、ific&Latin America(APLA),and include results for the NIKE and Jordan brands.The Companys NIKE Direct operations are managed within each NIKE Brand geographic operating segment.Converse is also a reportable segment for the Companyand operates in one industry:the design,marketing,licensing and selling

118、 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 Divisionsrevenues include NIKE Brand licensing and other miscellaneous revenues that are not part

119、 of a geographic operating segment.Global Brand Divisions costs representdemand creation and operating overhead expense that include product creation and design expenses centrally managed for the NIKE Brand,as well as costs associatedwith NIKE Direct global digital operations and enterprise technolo

120、gy.Corporate consists primarily of unallocated general and administrative expenses,including expenses associated with centrally managed departments;depreciation andamortization related to the Companys headquarters;unallocated insurance,benefit and compensation programs,including stock-based compensa

121、tion;and certainforeign 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),whichrepresents Net income before Interest expense(income)

122、,net,and Income taxes in the Unaudited Condensed Consolidated Statements of Income.As part of the Companys centrally managed foreign exchange risk management program,standard foreign currency rates are assigned twice per year to each NIKEBrand entity in the Companys geographic operating segments and

123、 to Converse.These rates are set approximately nine and twelve months in advance of the futureselling 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 thespring and summer selling seasons)ba

124、sed on average market spot rates in the calendar month preceding the date they are established.Inventories and Cost of sales forgeographic operating segments and Converse reflect the use of these standard rates to record non-functional currency product purchases in the entitys functionalcurrency.Dif

125、ferences between assigned standard foreign currency rates and actual market rates are included in Corporate,together with foreign currency hedge gainsand losses generated from the Companys centrally managed foreign exchange risk management program and other conversion gains and losses.Accounts recei

126、vable,net,Inventories and Property,plant and equipment,net for operating segments are regularly reviewed by management and are therefore providedbelow.16Table of Contents THREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023REVENUESNorth America$4,826$5,423 Europe,Middle East&Africa3,143 3,610

127、Greater China1,666 1,735 Asia Pacific&Latin America1,462 1,572 Global Brand Divisions14 13 Total NIKE Brand11,111 12,353 Converse501 588 Corporate(23)(2)TOTAL NIKE,INC.REVENUES$11,589$12,939 EARNINGS BEFORE INTEREST AND TAXESNorth America$1,216$1,434 Europe,Middle East&Africa792 930 Greater China502

128、 525 Asia Pacific&Latin America402 414 Global Brand Divisions(1,227)(1,205)Converse121 167 Corporate(542)(651)Interest expense(income),net(43)(34)TOTAL NIKE,INC.INCOME BEFORE INCOME TAXES$1,307$1,648 AUGUST 31,MAY 31,(Dollars in millions)20242024ACCOUNTS RECEIVABLE,NETNorth America$1,730$1,723 Europ

129、e,Middle East&Africa1,466 1,239 Greater China426 327 Asia Pacific&Latin America793 792 Global Brand Divisions103 103 Total NIKE Brand4,518 4,184 Converse226 201 Corporate20 42 TOTAL ACCOUNTS RECEIVABLE,NET$4,764$4,427 INVENTORIESNorth America$3,519$3,134 Europe,Middle East&Africa2,064 2,028 Greater

130、China1,234 1,070 Asia Pacific&Latin America977 810 Global Brand Divisions158 166 Total NIKE Brand7,952 7,208 Converse313 296 Corporate(12)15 TOTAL INVENTORIES$8,253$7,519(1)Inventories as of August 31,2024 and May 31,2024,were substantially all finished goods.(1)17Table of ContentsAUGUST 31,MAY 31,(

131、Dollars in millions)20242024PROPERTY,PLANT AND EQUIPMENT,NETNorth America$716$744 Europe,Middle East&Africa1,121 1,089 Greater China252 258 Asia Pacific&Latin America292 282 Global Brand Divisions807 842 Total NIKE Brand3,188 3,215 Converse23 27 Corporate1,737 1,758 TOTAL PROPERTY,PLANT AND EQUIPMEN

132、T,NET$4,948$5,000 NOTE 11 COMMITMENTS AND CONTINGENCIESIn the ordinary course of business,the Company is subject to various legal proceedings,claims and government investigations relating to its business,products andactions of its employees and representatives,including contractual and employment re

133、lationships,product liability,antitrust,customs,tax,intellectual property and othermatters.The outcome of these legal matters is inherently uncertain,and the Company cannot predict the eventual outcome of currently pending matters,the timing oftheir ultimate resolution or the eventual losses,fines,p

134、enalties or consequences relating to those matters.When a loss related to a legal proceeding or claim is probableand 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 theCompany in a reporting

135、 period for amounts above managements expectations,the Companys financial position,operating results and cash flows for that reporting periodcould be materially adversely affected.In the opinion of management,based on its current knowledge and after consultation with counsel,the Company does not bel

136、ieveany currently pending legal matters will have a material adverse impact on the Companys results of operations,financial position or cash flows,except as describedbelow.BELGIAN CUSTOMS CLAIMThe Company has received claims for certain years from Belgian Customs and other government authorities for

137、 alleged underpaid duties related to products importedbeginning in fiscal 2018.The Company disputes these claims and has engaged in the appellate process.The Company has issued bank guarantees in order to appealthe claims.At this time,the Company is unable to estimate the range of loss and cannot pr

138、edict the final outcome as it could take several years to reach a resolution onthis matter.If this matter is ultimately resolved against the Company,the amounts owed,including fines,penalties and other consequences relating to the matter,couldhave a material adverse effect on the Companys results of

139、 operations,financial position and cash flows.NOTE 12 RESTRUCTURINGDuring the third quarter of fiscal 2024,the Company announced a multi-year enterprise initiative designed to accelerate its future growth.As part of this initiative,management streamlined the organization which resulted in a net redu

140、ction in the Companys global workforce.During the three months ended August 31,2024,theCompany recognized an immaterial amount of pre-tax restructuring charges and made cash payments,primarily related to employee severance,of$217 million.Cashpayments related to the restructuring are expected to be s

141、ubstantially paid by the end of the first half of fiscal 2025.As of August 31,2024 and May 31,2024,the amountswithin Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets related to the pre-tax restructuring charges were$56 million and$267 million,respectively.NOTE 13 SUPPLIER F

142、INANCE PROGRAMSCertain financial institutions offer voluntary supplier finance programs facilitated through a third-party platform that provide participating suppliers the option to financevalid payment obligations from the Company.The Company is not a party to agreements negotiated between particip

143、ating suppliers and third-party financial institutions.The Companys obligations to its suppliers,including amounts due and payment terms,are not affected by a suppliers decision to participate in these programs and theCompany does not provide guarantees to third parties in connection with these prog

144、rams.As of August 31,2024 and May 31,2024,the Company had$970 million and$840 million,respectively,of outstanding supplier obligations confirmed as valid under these programs.These amounts are included within Accounts payable on theUnaudited Condensed Consolidated Balance Sheets.18Table of ContentsI

145、TEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONSOVERVIEWNIKE designs,develops,markets and sells athletic footwear,apparel,equipment,accessories and services worldwide.We are the largest seller of athletic footwear andapparel in the world.We sell our products

146、through two distribution channels:NIKE Direct operations which are comprised of both NIKE-owned retail stores and salesthrough our digital platforms(also referred to as NIKE Brand Digital)and to wholesale accounts,which include a mix of independent distributors,licensees and salesrepresentatives in

147、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-hav

148、e products,building deep personal consumer connectionswith our brands and delivering compelling consumer experiences through digital platforms and at retail.We are focused on growing the entire marketplace by increasinginvestment to elevate and differentiate our brand experience within our wholesale

149、 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 globalrollout integrating wholesale and NIKE Direct operations and enhancing

150、 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 toinvest in the global rollout of the ERP Pl

151、atform 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 quar

152、ter of fiscal 2025 compared to$5.4 billion for the first quarter of fiscal 2024,and represented approximately42%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 f

153、or the first quarter of fiscal 2025 increased 120 basis points to 45.4%,primarily due to lower NIKE Brand product costs,lower warehousing andlogistics 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

154、 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 dividendsCURRENT ECONOMIC CONDITIONS AND OTHER FACTORS IMPACTING OUR BUSINESSThe operating environment could remain volati

155、le in fiscal 2025 as the risk remains that the factors discussed below,among others,could have a material adverse impacton 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 macroeconomi

156、c and geopolitical conditions remainuncertain.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 andre

157、balance 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 ensureour products are in the path of the c

158、onsumer.In the first quarter of fiscal 2025,we experienced a decline in traffic across NIKE Brand Digital and our retail storeswhich 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

159、 changes in foreigncurrency exchange rates.For additional information,refer to Foreign Currency Exposures and Hedging Practices.19Table of ContentsUSE OF NON-GAAP FINANCIAL MEASURESThroughout this Quarterly Report on Form 10-Q,we discuss non-GAAP financial measures,which should be considered in addi

160、tion to,and not in lieu of,the financialmeasures calculated and presented in accordance with U.S.GAAP.References to these measures should not be considered in isolation or as a substitute for otherfinancial measures calculated and presented in accordance with U.S.GAAP and may not be comparable to si

161、milarly titled measures used by other companies.Management uses these non-GAAP measures when evaluating the Companys performance,including when making financial and operating decisions.Additionally,management believes these non-GAAP financial measures provide investors with additional financial info

162、rmation that should be considered when assessing ourunderlying 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 CondensedConsolidated Statements of Income.Total NIKE,Inc.EBIT

163、for the three months ended August 31,2024 and August 31,2023 are as follows:THREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023Net income$1,051$1,450 Add:Interest expense(income),net(43)(34)Add:Income tax expense256 198 Earnings before interest and taxes$1,264$1,614 EBIT margin:Calculated as

164、total NIKE,Inc.EBIT divided by total NIKE,Inc.Revenues.Our EBIT margin calculation for the three months ended August 31,2024 andAugust 31,2023 are as follows:THREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023NumeratorEarnings before interest and taxes$1,264$1,614 DenominatorTotal NIKE,Inc.Re

165、venues$11,589$12,939 EBIT margin10.9%12.5%Currency-neutral revenues:Currency-neutral revenues enhance visibility to underlying business trends,excluding the impact of translation arising from foreign currencyexchange rate fluctuations.Currency-neutral revenues are calculated using actual exchange ra

166、tes in use during the comparative prior year period in place of theexchange rates in use during the current period.COMPARABLE STORE SALESComparable 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

167、the following requirements have been met:(1)the store has been open at least one year,(2)square footage has not changed by more than 15%within the past year and(3)the store has not been permanently repositioned within the past year.Comparable store sales represents a performance metric that we belie

168、ve is useful information formanagement and investors in understanding the performance of our established NIKE-owned in-line and factory stores.Management considers this metric when makingfinancial and operating decisions.The method of calculating comparable store sales varies across the retail indus

169、try.As a result,our calculation of this metric may not becomparable to similarly titled metrics used by other companies.20Table of ContentsRESULTS OF OPERATIONSTHREE MONTHS ENDED AUGUST 31,(Dollars in millions,except per share data)20242023%CHANGERevenues$11,589$12,939-10%Cost of sales6,332 7,219-12

170、%Gross profit5,257 5,720-8%Gross margin45.4%44.2%Demand creation expense1,226 1,069 15%Operating overhead expense2,822 3,047-7%Total selling and administrative expense4,048 4,116-2%of revenues34.9%31.8%Interest expense(income),net(43)(34)Other(income)expense,net(55)(10)Income before income taxes1,30

171、7 1,648-21%Income tax expense256 198 29%Effective tax rate19.6%12.0%NET INCOME$1,051$1,450-28%Diluted earnings per common share$0.70$0.94-26%CONSOLIDATED OPERATING RESULTSREVENUESTHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGE%CHANGEEXCLUDINGCURRENCYCHANGESNIKE,Inc.Revenues:NIKE Br

172、and Revenues by:Footwear$7,462$8,421-11%-10%Apparel3,032 3,388-11%-9%Equipment603 531 14%15%Global Brand Divisions14 13 8%20%Total NIKE Brand Revenues11,111 12,353-10%-9%Converse501 588-15%-14%Corporate(23)(2)TOTAL NIKE,INC.REVENUES$11,589$12,939-10%-9%Supplemental NIKE Brand Revenues Details:NIKE B

173、rand Revenues by:Sales to Wholesale Customers$6,410$6,983-8%-7%Sales through NIKE Direct4,687 5,357-13%-12%Global Brand Divisions14 13 8%20%TOTAL NIKE BRAND REVENUES$11,111$12,353-10%-9%(1)The percent change excluding currency changes represents a non-GAAP financial measure.For additional informatio

174、n,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 generat

175、ed by entities within the NIKE Brand geographic operating segments and Converse,butmanaged through our central foreign exchange risk management program.(1)(2)(3)(2)21Table of ContentsFIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 2024 NIKE,Inc.Revenues for the first quarter of fisc

176、al 2025 were$11.6 billion compared to$12.9 billion for the first quarter of fiscal 2024.On a currency-neutral basis,NIKE,Inc.revenues decreased 9%,as lower revenues in North America,Europe,Middle East&Africa(EMEA)and Converse reduced NIKE,Inc.Revenues byapproximately 5,3 and 1 percentage points,resp

177、ectively.NIKE Brand revenues,which represented over 90%of NIKE,Inc.Revenues,decreased 10%on a reported basis and 9%on a currency-neutral basis.The decreaseon a currency-neutral basis,was due to lower revenues in Mens,Womens,the Jordan Brand and Kids.NIKE Brand footwear revenues decreased 10%on a cur

178、rency-neutral basis.Unit sales of footwear decreased 10%,while average selling price(ASP)perpair was flat as strategic pricing actions were offset by changes in channel mix and higher discounts.NIKE Brand apparel revenues decreased 9%on a currency-neutral basis.Unit sales of apparel decreased 12%,wh

179、ile higher ASP per unit contributedapproximately 3 percentage points of apparel revenue growth.Higher ASP per unit was primarily due to lower discounts and strategic pricing actions.NIKE Brand wholesale revenues decreased 8%and 7%compared to the first quarter of fiscal 2024,on a reported and currenc

180、y-neutral basis,respectively.Thedecrease on a currency-neutral basis was driven by lower revenues in EMEA,North America and Asia Pacific&Latin America(APLA),partially offset by higherrevenues in Greater China.NIKE Direct revenues were$4.7 billion in the first quarter of fiscal 2025,compared to$5.4 b

181、illion for the first quarter of fiscal 2024.NIKE Brand Digital sales were$2.3 billion for the first quarter of fiscal 2025 compared to$2.9 billion for the first quarter of fiscal 2024.On a currency-neutral basis,NIKE Direct revenues decreased12%,primarily due to NIKE Brand Digital sales declines of

182、20%.Comparable store sales were flat compared to the first quarter of fiscal 2024.For additionalinformation regarding comparable store sales,including the definition,see Comparable Store Sales.GROSS MARGINTHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGEGross profit$5,257$5,720-8%Gro

183、ss margin45.4%44.2%120 bpsFIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 2024For the first quarter of fiscal 2025,our consolidated gross margin was 120 basis points higher than the prior year due to:Lower NIKE Brand product costs(increasing gross margin approximately 120 basis poin

184、ts),primarily due to lower ocean freight rates and lower product input costs;Lower warehousing and logistics costs(increasing gross margin approximately 50 basis points);and Higher NIKE Brand ASP(increasing gross margin approximately 40 basis points),primarily due to benefits from strategic pricing

185、actions from the prior year,partiallyoffset by changes in channel mix.This was partially offset by:Higher other costs(decreasing gross margin approximately 60 basis points),in part due to higher inventory obsolescence reserves.22Table of ContentsTOTAL SELLING AND ADMINISTRATIVE EXPENSETHREE MONTHS E

186、NDED AUGUST 31,(Dollars in millions)20242023%CHANGEDemand creation expense$1,226$1,069 15%Operating overhead expense2,822 3,047-7%Total selling and administrative expense$4,048$4,116-2%of revenues34.9%31.8%310 bps(1)Demand creation expense consists of brand marketing expense,including advertising an

187、d promotion costs such as production and media costs,digital marketing expense,brand events and retail brandpresentation costs,and sports marketing expense,including expenses related to endorsement contracts,complimentary product and sports marketing events.(2)Operating overhead expense consists pri

188、marily of wage and benefit-related expenses and other administrative expenses,such as research and development costs,bad debt expense,rent,depreciationand amortization and costs related to professional services,certain technology investments,meetings and travel.FIRST QUARTER OF FISCAL 2025 COMPARED

189、TO FIRST QUARTER OF FISCAL 2024Demand creation expense increased 15%primarily due to an increase in brand marketing expense,reflecting investment in key sports events.Changes in foreigncurrency exchange rates did not have a material impact on Demand creation expense.Operating overhead expense decrea

190、sed 7%primarily due to lower wage-related expenses and lower other administrative costs.Changes in foreign currency exchangerates did not have a material impact on Operating overhead expense.OTHER(INCOME)EXPENSE,NETTHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023Other(income)expense,net$(5

191、5)$(10)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

192、 outside the normal course ofbusiness.For the first quarter of fiscal 2025,Other(income)expense,net increased from$10 million to$55 million of other income,net,primarily due to a net favorable change inforeign currency conversion gains and losses,including hedges.We estimate the combination of the t

193、ranslation of foreign currency-denominated profits from our international businesses and the year-over-year change in foreigncurrency-related gains and losses included in Other(income)expense,net had an unfavorable impact of$12 million on our Income before income taxes for the firstquarter of fiscal

194、 2025.INCOME TAXESTHREE MONTHS ENDED AUGUST 31,20242023%CHANGEEffective tax rate19.6%12.0%760 bpsOur effective tax rate was 19.6%for the first quarter of fiscal 2025,compared to 12.0%for the first quarter of fiscal 2024,primarily due to a one-time benefit in the firstquarter of fiscal 2024 provided

195、by the delay of the effective date of certain U.S.foreign tax credit regulations.For additional information,refer to Note 4 Income Taxes within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.(1)(2)23Table of ContentsOPERATING SEGMENTSAs discussed in Note 10 Opera

196、ting Segments in the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements,our operating segmentsare evidence of the structure of the Companys internal organization.The NIKE Brand segments are defined by geographic regions for operations participating in NIKEBrand sales act

197、ivity.The breakdown of Revenues is as follows:THREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGE%CHANGEEXCLUDINGCURRENCYCHANGESNorth America$4,826$5,423-11%-11%Europe,Middle East&Africa3,143 3,610-13%-12%Greater China1,666 1,735-4%-3%Asia Pacific&Latin America1,462 1,572-7%-2%Global B

198、rand Divisions14 13 8%20%TOTAL NIKE BRAND11,111 12,353-10%-9%Converse501 588-15%-14%Corporate(23)(2)TOTAL NIKE,INC.REVENUES$11,589$12,939-10%-9%(1)The percent change excluding currency changes represents a non-GAAP financial measure.For additional information,see Use of Non-GAAP Financial Measures.(

199、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 geogr

200、aphic operating segments and Converse,butmanaged through our central foreign exchange risk management program.The primary financial measure used by the Company to evaluate performance of individual operating segments is EBIT.As discussed in Note 10 Operating Segmentsin the accompanying Notes to the

201、Unaudited Condensed Consolidated Financial Statements,certain corporate costs are not included in EBIT of our operating segments.The breakdown of EBIT is as follows:THREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGENorth America$1,216$1,434-15%Europe,Middle East&Africa792 930-15%Great

202、er China502 525-4%Asia Pacific&Latin America402 414-3%Global Brand Divisions(1,227)(1,205)-2%TOTAL NIKE BRAND1,685 2,098-20%Converse121 167-28%Corporate(542)(651)17%TOTAL NIKE,INC.EARNINGS BEFORE INTEREST AND TAXES1,264 1,614-22%EBIT margin10.9%12.5%Interest expense(income),net(43)(34)TOTAL NIKE,INC

203、.INCOME BEFORE INCOME TAXES$1,307$1,648-21%(1)Total NIKE Brand EBIT,Total NIKE,Inc.EBIT and EBIT margin represent non-GAAP financial measures.For additional information,see Use of Non-GAAP Financial Measures.(1)(2)(3)(1)(1)(1)24Table of ContentsNORTH AMERICATHREE MONTHS ENDED AUGUST 31,(Dollars in m

204、illions)20242023%CHANGE%CHANGEEXCLUDINGCURRENCYCHANGESRevenues by:Footwear$3,212$3,733-14%-14%Apparel1,331 1,479-10%-10%Equipment283 211 34%34%TOTAL REVENUES$4,826$5,423-11%-11%Revenues by:Sales to Wholesale Customers$2,475$2,772-11%-11%Sales through NIKE Direct2,351 2,651-11%-11%TOTAL REVENUES$4,82

205、6$5,423-11%-11%EARNINGS BEFORE INTEREST AND TAXES$1,216$1,434-15%FIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 2024 North America revenues decreased 11%on a currency-neutral basis due to lower revenues in Mens,Womens,the Jordan Brand and Kids.Wholesale revenuesdecreased 11%.NIKE D

206、irect revenues decreased 11%,primarily due to digital sales declines of 15%,partially offset by comparable store sales growth of 1%.Footwear revenues decreased 14%on a currency-neutral basis.Unit sales of footwear decreased 15%,while higher ASP per pair contributed approximately 1percentage point of

207、 footwear revenue growth.Higher ASP per pair was primarily due to strategic pricing actions,partially offset by higher discounts.Apparel revenues decreased 10%on a currency-neutral basis.Unit sales of apparel decreased 12%,while higher ASP per unit contributed approximately 2percentage points of app

208、arel revenue growth.Higher ASP per unit was primarily due to lower discounts and strategic pricing actions.Reported EBIT decreased 15%reflecting lower revenues and the following:Gross margin expansion of 180 basis points primarily due to lower product costs,as well as lower warehousing and logistics

209、 costs.Selling and administrative expense increase of 4%driven by higher demand creation expense,partially offset by lower operating overhead expense.The increase indemand creation expense was primarily due to higher brand marketing expense,reflecting investment in key sports events.The decrease in

210、operating overheadexpense was primarily due to lower wage-related expenses and other administrative costs.EUROPE,MIDDLE EAST&AFRICATHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGE%CHANGEEXCLUDINGCURRENCYCHANGESRevenues by:Footwear$1,952$2,260-14%-12%Apparel993 1,137-13%-11%Equipment

211、198 213-7%-6%TOTAL REVENUES$3,143$3,610-13%-12%Revenues by:Sales to Wholesale Customers$2,074$2,379-13%-11%Sales through NIKE Direct1,069 1,231-13%-12%TOTAL REVENUES$3,143$3,610-13%-12%EARNINGS BEFORE INTEREST AND TAXES$792$930-15%25Table of ContentsFIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUA

212、RTER OF FISCAL 2024 EMEA revenues decreased 12%on a currency-neutral basis due to lower revenues in Mens,Womens,the Jordan Brand and Kids.Wholesale revenues decreased11%.NIKE Direct revenues decreased 12%,due to digital sales declines of 24%,partially offset by comparable store sales growth of 2%and

213、 the addition of newstores.Footwear revenues decreased 12%on a currency-neutral basis.Unit sales of footwear decreased 13%,while higher ASP per pair contributed approximately 1percentage point of footwear revenue growth.Higher ASP per pair was primarily due to strategic pricing actions,partially off

214、set by changes in channel mix and higherdiscounts.Apparel revenues decreased 11%on a currency-neutral basis.Unit sales of apparel decreased 12%,while higher ASP per unit contributed approximately 1percentage point of apparel revenue growth.Higher ASP per unit was primarily due to lower discounts.Rep

215、orted EBIT decreased 15%reflecting lower revenues and the following:Gross margin expansion of 190 basis points primarily due to lower product costs,reflecting lower ocean freight rates,and lower warehousing and logistics costs,partially offset by unfavorable changes in standard foreign currency exch

216、ange rates.Selling and administrative expense decrease of 2%driven by lower operating overhead expense,partially offset by higher demand creation expense.The decreasein operating overhead expense was primarily due to lower wage-related expense,lower other administrative costs and favorable changes i

217、n foreign currencyexchange rates.The increase in demand creation expense was primarily due to higher brand marketing expense,reflecting investment in key sports events,partiallyoffset by lower sports marketing expense and favorable changes in foreign currency exchange rates.GREATER CHINATHREE MONTHS

218、 ENDED AUGUST 31,(Dollars in millions)20242023%CHANGE%CHANGEEXCLUDINGCURRENCYCHANGESRevenues by:Footwear$1,246$1,287-3%-2%Apparel360 401-10%-9%Equipment60 47 28%29%TOTAL REVENUES$1,666$1,735-4%-3%Revenues by:Sales to Wholesale Customers$971$895 8%10%Sales through NIKE Direct695 840-17%-16%TOTAL REVE

219、NUES$1,666$1,735-4%-3%EARNINGS BEFORE INTEREST AND TAXES$502$525-4%FIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 2024 Greater China revenues decreased 3%on a currency-neutral basis,primarily due to lower revenues in the Jordan Brand.Wholesale revenues increased 10%.NIKEDirect reve

220、nues decreased 16%due to digital sales declines of 34%and comparable store sales declines of 8%,partially offset by growth in non-comparable storesales.Footwear revenues decreased 2%on a currency-neutral basis.Unit sales of footwear decreased 1%,while lower ASP per pair reduced footwear revenues bya

221、pproximately 1 percentage point.Lower ASP per pair was primarily due to changes in channel mix and higher discounts,partially offset by strategic pricing actions.Apparel revenues decreased 9%on a currency-neutral basis.Unit sales of apparel decreased 15%,while higher ASP per unit contributed approxi

222、mately 6percentage points of apparel revenue growth.Higher ASP per unit was primarily due to strategic pricing actions.26Table of ContentsReported EBIT decreased 4%reflecting lower revenues and the following:Gross margin contraction of approximately 170 basis points,largely due to unfavorable change

223、s in standard foreign currency exchange rates,higher product costsand higher other costs,in part due to higher inventory obsolescence reserves.This was partially offset by higher ASP,primarily due to strategic pricing actions,partially offset by changes in channel mix.Selling and administrative expe

224、nse decrease of 5%primarily due to lower operating overhead expense,partially offset by higher demand creation expense.Operating overhead expense decreased due to lower other administrative costs,lower wage-related expenses and favorable changes in foreign currency exchangerates.Demand creation expe

225、nse increased due to higher brand marketing expense,reflecting investment in key sports events.ASIA PACIFIC&LATIN AMERICATHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGE%CHANGEEXCLUDINGCURRENCYCHANGESRevenues by:Footwear$1,052$1,141-8%-3%Apparel348 371-6%-2%Equipment62 60 3%9%TOTAL

226、REVENUES$1,462$1,572-7%-2%Revenues by:Sales to Wholesale Customers$890$937-5%-1%Sales through NIKE Direct572 635-10%-4%TOTAL REVENUES$1,462$1,572-7%-2%EARNINGS BEFORE INTEREST AND TAXES$402$414-3%FIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 2024 APLA revenues decreased 2%on a cur

227、rency-neutral basis due to lower revenues in Korea,Pacific,Central and South America(CASA)and Japan,partially offsetby higher revenues in Mexico.APLA revenues decreased due to lower revenues in Mens,the Jordan Brand and Womens,partially offset by higher revenues inKids.Wholesale revenues decreased 1

228、%.NIKE Direct revenues decreased 4%due to digital sales declines of 15%,partially offset by comparable store sales growthof 8%and the addition of new stores.Footwear revenues decreased 3%on a currency-neutral basis.Unit sales of footwear decreased 4%,while higher ASP per pair contributed approximate

229、ly 1percentage point of footwear revenue growth.Higher ASP per pair was primarily due to strategic pricing actions,partially offset by higher discounts and changes inchannel mix.Apparel revenues decreased 2%on a currency-neutral basis.Unit sales of apparel decreased 6%,while higher ASP per unit cont

230、ributed approximately 4 percentagepoints of apparel revenue growth.Higher ASP per unit was primarily due to strategic pricing actions.Reported EBIT decreased 3%reflecting lower revenues and the following:Gross margin expansion of approximately 20 basis points primarily due to higher ASP,due to strat

231、egic pricing actions,partially offset by higher discounts andchanges in channel mix.This was partially offset by higher product costs,primarily due to higher product input costs.Selling and administrative expense decrease of 11%due to lower demand creation expense and lower operating overhead expens

232、e.Demand creation expensedecreased primarily due to lower brand marketing expense,lower sports marketing expense and favorable changes in foreign currency exchange rates.Operatingoverhead expense decreased primarily due to favorable changes in foreign currency exchange rates and lower wage-related e

233、xpenses.27Table of ContentsGLOBAL BRAND DIVISIONSTHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGE%CHANGEEXCLUDINGCURRENCYCHANGESRevenues$14$13 8%20%Earnings(Loss)Before Interest and Taxes$(1,227)$(1,205)-2%Global Brand Divisions primarily represent demand creation and operating over

234、head expense,including product creation and design expenses that are centrally managedfor the NIKE Brand,as well as costs associated with NIKE Direct global digital operations and enterprise technology.Global Brand Divisions revenues include NIKE Brandlicensing and other miscellaneous revenues that

235、are not part of a geographic operating segment.FIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 2024Global Brand Divisions loss before interest and taxes increased 2%in part due to higher demand creation expense,partially offset by lower operating overhead expense.The increase in dem

236、and creation expense was primarily due to increased brand marketing expense,reflecting investment in key sports events and sports marketingexpense.Lower operating overhead expense was primarily due to lower wage-related expenses.CONVERSETHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHAN

237、GE%CHANGEEXCLUDINGCURRENCYCHANGESRevenues by:Footwear$436$522-16%-16%Apparel17 20-15%13%Equipment12 11 9%19%Other36 35 3%5%TOTAL REVENUES$501$588-15%-14%Revenues by:Sales to Wholesale Customers$275$329-16%-16%Sales through Direct to Consumer190 224-15%-15%Other36 35 3%5%TOTAL REVENUES$501$588-15%-14

238、%EARNINGS BEFORE INTEREST AND TAXES$121$167-28%(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.FIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 202

239、4 Converse revenues decreased 14%on a currency-neutral basis driven by revenue declines in all territories.Unit sales decreased 11%,driven primarily by adecrease in wholesale,while ASP decreased 3%reflecting higher discounts in direct to consumer.Wholesale revenues decreased 16%on a currency-neutral

240、 basis,as declines in Western Europe and Asia were partially offset by growth in North America.Direct to consumer revenues decreased 15%on a currency-neutral basis due to reduced traffic in all territories and lower ASP due to higher discounts.(1)(1)28Reported EBIT decreased 28%reflecting lower reve

241、nues and the following:Gross margin contraction of approximately 50 basis points primarily due to lower ASP,higher logistics costs and unfavorable changes in standard foreign currencyexchange rates.This was partially offset by lower product costs,lower other costs and growth in licensee revenues.Sel

242、ling and administrative expense decrease of 2%primarily due to lower operating overhead expense,partially offset by higher demand creation expense.Operating overhead expense decreased primarily due to lower wage-related expenses and lower other administrative costs.Demand creation expense increasedd

243、ue to higher brand marketing expense.CORPORATETHREE MONTHS ENDED AUGUST 31,(Dollars in millions)20242023%CHANGERevenues$(23)$(2)Earnings(Loss)Before Interest and Taxes$(542)$(651)17%Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entit

244、ies within the NIKE Brand geographic operatingsegments 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

245、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 Corporat

246、e revenues,foreign currency results in Corporate include gains and losses resulting from thedifference between actual foreign currency exchange rates and standard rates used to record non-functional currency denominated product purchases within the NIKEBrand geographic operating segments and Convers

247、e;related foreign currency hedge results;conversion gains and losses arising from remeasurement of monetaryassets and liabilities in non-functional currencies;and certain other foreign currency derivative instruments.FIRST QUARTER OF FISCAL 2025 COMPARED TO FIRST QUARTER OF FISCAL 2024Corporates los

248、s before interest and taxes decreased$109 million for the first quarter of fiscal 2025,primarily due to the following:a favorable change of$63 million primarily related to lower wage-related expenses,reported as a component of consolidated Operating overhead expense;a favorable change of$28 million

249、primarily related to the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impactof certain foreign currency derivative instruments,reported as a component of consolidated Other(income)expense,net;and a favorable change of$18 million related to the dif

250、ference between actual foreign currency exchange rates and standard foreign currency exchange rates assigned tothe NIKE Brand geographic operating segments and Converse,net of hedge gains and losses;these results are reported as a component of consolidated grossmargin.29Table of ContentsFOREIGN CURR

251、ENCY EXPOSURES AND HEDGING PRACTICESOVERVIEWAs 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 currencyexchange rates.Our primary foreign currency exposures arise from the recording of transactions

252、 denominated in non-functional currencies and the translation of foreigncurrency denominated results of operations,financial position and cash flows into U.S.Dollars.Our foreign exchange risk management program is intended to lessen both the positive and negative effects of currency fluctuations on

253、our consolidated results ofoperations,financial position and cash flows.We manage global foreign exchange risk centrally on a portfolio basis to address those risks material to NIKE,Inc.Ourhedging policy is designed to partially or entirely offset the impact of exchange rate changes on the underlyin

254、g net exposures being hedged.Where exposures arehedged,our program has the effect of delaying the impact of exchange rate movements on our Unaudited Condensed Consolidated Financial Statements;the length ofthe delay is dependent upon hedge horizons.We do not hold or issue derivative instruments for

255、trading or speculative purposes.As of and for the three months endedAugust 31,2024,there have been no material changes to the Companys hedging program or strategy from what was disclosed within the Annual Report on Form 10-Kfor the fiscal year ended May 31,2024(the Annual Report).Refer to Note 3 Fai

256、r Value Measurements and Note 7 Risk Management and Derivatives in the accompanying Notes to the Unaudited Condensed ConsolidatedFinancial Statements for additional description of outstanding derivatives at each reported period end.For additional information about our Foreign Currency Exposuresand H

257、edging Practices,refer to Part II,Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations within the Annual Report.TRANSACTIONAL EXPOSURESWe conduct business in various currencies and have transactions which subject us to foreign currency risk.Our most significant

258、 transactional foreign currency exposuresare:Product Costs Product purchases denominated in currencies other than the functional currency of the transacting entity and factory input costs from the foreigncurrency adjustments program with certain factories.Non-Functional Currency Denominated External

259、 Sales A portion of our NIKE Brand and Converse revenues associated with European operations are earned incurrencies 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 aforeign currency exposure.Other Costs

260、 Non-functional currency denominated costs,such as endorsement contracts,also generate foreign currency risk,though to a lesser extent.Non-Functional Currency Denominated Monetary Assets and Liabilities Our global subsidiaries have various monetary assets and liabilities,primarily receivablesand pay

261、ables,including intercompany receivables and payables,denominated in currencies other than their functional currencies.These balance sheet items aresubject to remeasurement which may create fluctuations in Other(income)expense,net within our Unaudited Condensed Consolidated Statements of Income.MANA

262、GING TRANSACTIONAL EXPOSURESTransactional exposures are managed on a portfolio basis within our foreign currency risk management program.We manage these exposures by taking advantage ofnatural offsets and currency correlations that exist within the portfolio and may also elect to use currency forwar

263、d and option contracts to hedge the remaining effect ofexchange rate fluctuations on probable forecasted future cash flows,including certain product cost exposures,non-functional currency denominated external sales andother costs described above.Generally,these are accounted for as cash flow hedges.

264、Certain currency forward contracts used to manage the foreign exchange exposure of non-functional currency denominated monetary assets and liabilities subject toremeasurement are not formally designated as hedging instruments.Accordingly,changes in fair value of these instruments are recognized in O

265、ther(income)expense,net within our Unaudited Condensed Consolidated Statements of Income and are intended to offset the foreign currency impact of the remeasurement of the related non-functional currency denominated asset or liability being hedged.30Table of ContentsTRANSLATIONAL EXPOSURESMany of ou

266、r foreign subsidiaries operate in functional currencies other than the U.S.Dollar.Fluctuations in currency exchange rates create volatility in our reported resultsas we are required to translate the balance sheets,operational results and cash flows of these subsidiaries into U.S.Dollars for consolid

267、ated reporting.The translation offoreign subsidiaries non-U.S.Dollar denominated balance sheets into U.S.Dollars for consolidated reporting results in a cumulative translation adjustment toAccumulated other comprehensive income(loss)within Shareholders equity.The impact of foreign exchange rate fluc

268、tuations on the translation of our consolidatedRevenues was a detriment of approximately$159 million for the three months ended August 31,2024.The impact of foreign exchange rate fluctuations on the translationof our Income before income taxes was a detriment of approximately$40 million for the thre

269、e months ended August 31,2024.MANAGING TRANSLATIONAL EXPOSURESTo minimize the impact of translating foreign currency denominated revenues and expenses into U.S.Dollars for consolidated reporting,certain foreign subsidiaries useexcess cash to purchase U.S.Dollar denominated available-for-sale investm

270、ents.The variable future cash flows associated with the purchase and subsequent sale ofthese U.S.Dollar denominated investments at non-U.S.Dollar functional currency subsidiaries creates a foreign currency exposure that qualifies for hedge accountingunder U.S.GAAP.We utilize forward contracts and/or

271、 options to mitigate the variability of the forecasted future purchases and sales of these U.S.Dollar investments.Thecombination 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 currencytranslation impa

272、ct on net earnings in the period the investments are sold.Hedges of the purchase of U.S.Dollar denominated available-for-sale investments areaccounted for as cash flow hedges.We estimate the combination of translation of foreign currency-denominated profits from our international businesses and the

273、year-over-year change in foreign currencyrelated gains and losses included in Other(income)expense,net had an unfavorable impact of approximately$12 million on our Income before income taxes for the threemonths ended August 31,2024.LIQUIDITY AND CAPITAL RESOURCESCASH FLOW ACTIVITYCash provided(used)

274、by operations was an inflow of$394 million for the first three months of fiscal 2025 compared to an outflow of$66 million for the first three months offiscal 2024.Net income,adjusted for non-cash items,generated$1,358 million of operating cash inflow for the first three months of fiscal 2025,compare

275、d to$1,757million for the first three months of fiscal 2024.The net change in certain working capital components and other assets and liabilities resulted in a decrease to Cashprovided(used)by operations of$964 million for the first three months of fiscal 2025 compared to a decrease of$1,823 million

276、 for the first three months of fiscal 2024.This net change was primarily impacted by favorable changes to Accounts payable due to the timing of payments,partially offset by unfavorable changes in Inventoriesdue to increased inventory purchases.Cash provided(used)by investing activities was an outflo

277、w of$166 million for the first three months of fiscal 2025,compared to an inflow of$418 million for the first threemonths of fiscal 2024,primarily driven by the net change in short-term investments(including sales,maturities and purchases).For the first three months of fiscal 2025,the net change in

278、short-term investments resulted in a cash outflow of$46 million compared to a cash inflow of$672 million for the first three months of fiscal 2024.Cash provided(used)by financing activities was an outflow of$1,622 million for the first three months of fiscal 2025 compared to an outflow$1,599 million

279、 for the firstthree months of fiscal 2024.The increased outflow was driven by higher share repurchases of$1,184 million in the first three months of fiscal 2025 compared to$1,133million in the first three months of fiscal 2024,and higher dividend payments of$558 million in the first three months of

280、fiscal 2025 compared to$524 million in the firstthree months of fiscal 2024.During the first three months of fiscal 2025,we repurchased a total of 14.8 million shares of NIKEs Class B Common Stock for$1,193 million(an average price of$80.60per share)under the four-year,$18 billion share repurchase p

281、lan authorized by the Board of Directors in June 2022.As of August 31,2024,we have repurchased 99.7million shares at a cost of approximately$10.2 billion(an average price of$102.78 per share)under this$18 billion share repurchase program.We continue to expectfunding of share repurchases will come fr

282、om operating cash flows.The timing and the amount of share repurchases will be dictated by our capital needs and stock marketconditions.31Table of ContentsCAPITAL RESOURCESOn July 21,2022,we filed a shelf registration statement(the Shelf)with the U.S.Securities and Exchange Commission(the SEC)which

283、permits us to issue anunlimited amount of debt securities from time to time.The Shelf expires on July 21,2025.As of August 31,2024,our committed credit facilities were unchanged from the information previously reported within the Annual Report.We currently have long-termdebt ratings of AA-and A1 fro

284、m Standard and Poors Corporation and Moodys Investor Services,respectively.Any changes to these ratings could result in interest rateand facility fee changes.As of August 31,2024,we were in full compliance with the covenants under our facilities and believe it is unlikely we will fail to meet any of

285、 thecovenants in the foreseeable future.As of August 31,2024 and May 31,2024,no amounts were outstanding under our committed credit facilities.Liquidity is also provided by our$3 billion commercial paper program.As of and for the three months ended August 31,2024,we did not have any borrowings outst

286、andingunder our$3 billion program.We may issue commercial paper or other debt securities depending on general corporate needs.To date,in fiscal 2025,we have not experienced difficulty accessing the capital or credit markets;however,future volatility may increase costs associated with issuingcommerci

287、al paper or other debt instruments or affect our ability to access those markets.As of August 31,2024,we had Cash and equivalents and Short-term investments totaling$10.3 billion,primarily consisting of commercial paper,corporate notes,depositsheld at major banks,money market funds,U.S.Treasury obli

288、gations and other investment grade fixed-income securities.Our fixed-income investments are exposed toboth credit and interest rate risk.All of our investments are investment grade to minimize our credit risk.While individual securities have varying durations,as ofAugust 31,2024,the weighted average

289、 days to maturity of our cash equivalents and short-term investments portfolio was 85 days.We believe that existing Cash and equivalents,Short-term investments and cash generated by operations,together with access to external sources of funds as describedabove,will be sufficient to meet our domestic

290、 and foreign capital needs in the foreseeable future.There have been no significant changes to the material cash requirements reported within the Annual Report.OFF-BALANCE SHEET ARRANGEMENTSAs of August 31,2024,we did not have any off-balance sheet arrangements that have,or are reasonably likely to

291、have,a material effect on our current or future financialcondition,results of operations,liquidity,capital expenditures or capital resources.NEW ACCOUNTING PRONOUNCEMENTSRefer to Note 1 Summary of Significant Accounting Policies within the accompanying Notes to the Unaudited Condensed Consolidated F

292、inancial Statements forrecently adopted and issued accounting standards.CRITICAL ACCOUNTING ESTIMATESOur discussion and analysis of our financial condition and results of operations are based upon our Unaudited Condensed Consolidated Financial Statements,which havebeen prepared in accordance with ac

293、counting principles generally accepted in the United States of America.The preparation of these financial statements requires us tomake estimates and judgments that affect the reported amounts of assets,liabilities,revenues and expenses and related disclosure of contingent assets and liabilities.We

294、believe the assumptions and judgments involved in the accounting estimates described in the Managements Discussion and Analysis of Financial Condition andResults of Operations section of the Annual Report have the greatest potential impact on our financial statements,so we consider these to be our c

295、ritical accountingestimates.Actual results could differ from these estimates.We are not currently aware of any reasonably likely events or circumstances that would result in materiallydifferent amounts being reported.32Table of ContentsITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK

296、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 endedMay 31,2024.ITEM 4.CONTROLS AND PROCEDURESWe maintain disclosure controls and procedures that are designed to provide reasonable assurance

297、 that information required to be disclosed in our Securities ExchangeAct of 1934,as amended(the Exchange Act)reports is recorded,processed,summarized and reported within the time periods specified in the SECs rules and formsand that such information is accumulated and communicated to our management,

298、including our Chief Executive Officer and Chief Financial Officer,as appropriate,toallow for timely decisions regarding required disclosure.In designing and evaluating the disclosure controls and procedures,management recognizes that any controlsand procedures,no matter how well designed and operate

299、d,can provide only reasonable assurance of achieving the desired control objectives,and management isrequired 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 particip

300、ation of our management,including our Chief Executive Officer and ChiefFinancial Officer,to evaluate the effectiveness of the design and operation of our disclosure controls and procedures.Based on the foregoing,our Chief Executive Officerand Chief Financial Officer concluded that our disclosure con

301、trols 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 whichresulted in changes to our internal control ove

302、r financial reporting.For a discussion of risks related to the implementation of new systems,see Part 1,Item 1A,RiskFactors,in the Companys 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 quar

303、ter that have materially affected,or are reasonablylikely to materially affect,our internal control over financial reporting.33Table of ContentsSPECIAL NOTE REGARDING FORWARD-LOOKINGSTATEMENTS AND ANALYST REPORTSCertain written and oral statements,other than purely historic information,including est

304、imates,projections,statements relating to NIKEs business plans,objectives andexpected 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 itsrepresentatives in this report,other reports,filings with t

305、he SEC,press releases,conferences or otherwise,are forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934,as amended.Forward-looking statements include,withoutlimitation,any statement that may predic

306、t,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 anduncertainties which may cause actua

307、l results to differ materially from the forward-looking statements.The risks and uncertainties are detailed from time to time in reportsfiled 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,risk

308、srelating 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 delaysin the timing for implementing the initiative or potential disruptions to NIKEs business or operations as it executes on

309、 the initiative,and other factors that may cause NIKEto 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;NIKEs ability to successfully

310、innovate and compete in various categories;new product development andinnovation;demographic changes;changes in consumer preferences and channel mix;popularity of particular designs,categories of products and sports;seasonal andgeographic demand for NIKE products;difficulties in anticipating or fore

311、casting,and responding to changes in consumer preferences,consumer demand for NIKEproducts,changes in channel mix and the various market factors described above;the size and growth of the overall athletic or leisure footwear,apparel and equipmentmarkets;international,national and local political,civ

312、il,economic and market conditions,including high and increasing inflation and interest rates;our ability to execute onour sustainability strategy and achieve our sustainability-related goals and targets,including sustainable product offerings;difficulties in implementing,operating andmaintaining NIK

313、Es increasingly complex information technology systems and controls,including,without limitation,the systems related to demand and supply planningand inventory control;interruptions in data and information technology systems;consumer data security;fluctuations and difficulty in forecasting operating

314、 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 withshorter lead times,and discounts,order cancellations and returns;the ability of NIKE to sustain,manage or forecast its growth a

315、nd inventories;the size,timing and mix ofpurchases of NIKEs products;increases in the cost of materials,labor and energy used to manufacture products;the ability to secure and protect trademarks,patentsand other intellectual property;product performance and quality;customer service;adverse publicity

316、 and an inability to maintain NIKEs 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 distributorsand licensees;business disruptions;increased costs of freight and tran

317、sportation to meet delivery deadlines;increases in borrowing costs due to any decline in NIKEsdebt 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,imp

318、ort duties,tariffs,quotas,sanctions,political and economic instability,conflicts and terrorism;the potential impact of new andexisting laws,regulations or policy,including,without limitation,tariffs,import/export,trade,wage and hour or labor and immigration regulations or policies;changes ingovernme

319、nt 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 negat

320、ive public perception withrespect to key personnel or our corporate culture,values or purpose;the effects of NIKEs 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 a

321、nd other reports.Investors should also be aware that while NIKE does,from time to time,communicate with securities analysts,it is against NIKEs policy to disclose to them any materialnon-public information or other confidential commercial information.Accordingly,shareholders should not assume that N

322、IKE agrees with any statement or report issued byany 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 projectio

323、ns,forecasts or opinions,such reports are not the responsibility of NIKE.34Table of ContentsPART II-OTHER INFORMATIONITEM 1.LEGAL PROCEEDINGSRefer to Note 11 Commitments and Contingencies within the accompanying Notes to the Unaudited Condensed Consolidated Financial Statements,which isincorporated

324、by reference herein.ITEM 1A.RISK FACTORSThere 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 31,2024.35Table of ContentsITEM 2.UNREGISTERED SALES OF EQUITY SECURITIESAND USE OF PROCEEDSIn June 2

325、022,the Board of Directors approved a four-year,$18 billion share repurchase program.As of August 31,2024,the Company had repurchased 99.7 millionshares 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 NIKEs

326、publicly announced program,and there are no other programs under which the Company repurchases shares.Thefollowing table presents a summary of share repurchases made during the quarter ended August 31,2024:PERIODTOTAL NUMBER OFSHARES PURCHASEDAVERAGE PRICEPAID PER SHAREAPPROXIMATE DOLLARVALUE OF SHA

327、RES THATMAY YET BE PURCHASEDUNDER THE PLANOR PROGRAM(IN MILLIONS)June 1-June 30,20243,256,769$94.11$8,638 July 1-July 31,20246,159,134$74.19$8,181 August 1-August 31,20245,388,115$79.76$7,752 14,804,018$80.60 36Table of ContentsITEM 5.OTHER INFORMATIONRule 10b5-1 Trading PlansDuring the fiscal quart

328、er 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 10b5-1trading arrangement or non-Rule 10b5-1 trading arrangement(as those terms are defined in Item 408 of Regulation S-K).37Table of ContentsITEM 6.EXHIBITSExhibits

329、:3.1Restated Articles of Incorporation,as amended(incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the fiscalquarter ended November 30,2015).3.2Sixth Amended and Restated Bylaws(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form

330、8-K filed September 20,2024).4.1Restated Articles of Incorporation,as amended(see Exhibit 3.1).4.2Sixth Amended and Restated Bylaws(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.32.1Section 1

331、350 Certification of Chief Executive Officer.32.2Section 1350 Certification of Chief Financial Officer.101.INSInline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within theInline XBRL document.101.SCHInline XBRL Taxonomy

332、 Extension Schema101.CALInline XBRL Taxonomy Extension Calculation Linkbase101.DEFInline XBRL Taxonomy Extension Definition Document101.LABInline XBRL Taxonomy Extension Label Linkbase101.PREInline XBRL Taxonomy Extension Presentation Linkbase104Cover Page Interactive Data File-formatted in Inline X

333、BRL and included in Exhibit 101 Furnished herewith38Table of ContentsSIGNATURESPursuant 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,thereuntoduly authorized.NIKE,INC.an Oregon CorporationBy:/s/MATTHEW FRIENDMatthew FriendChief Financial Officer and Authorized OfficerDate:October 7,202439Exhibit