NIKE, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS NIKE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED NINE MONTHS ENDED (In millions, except per share data) FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Revenues $ 12,429 $ 12,390 $ 38,756 $ 38,392 Cost of sales 6,867 7,019 21,503 21,695 Gross profit 5,562 5,371 17,253 16,697 Demand creation expense 1,011 923 3,194 2,968 Operating overhead expense 3,215 3,036 9,294 9,035 Total selling and administrative expense 4,226 3,959 12,488 12,003 Interest expense (income), net ( 52 ) ( 7 ) ( 108 ) 22 Other (income) expense, net ( 16 ) ( 58 ) ( 101 ) ( 283 ) Income before income taxes 1,404 1,477 4,974 4,955 Income tax expense 232 237 774 916 NET INCOME $ 1,172 $ 1,240 $ 4,200 $ 4,039 Earnings per common share: Basic $ 0.77 $ 0.80 $ 2.76 $ 2.59 Diluted $ 0.77 $ 0.79 $ 2.74 $ 2.57 Weighted average common shares outstanding: Basic 1,513.2 1,543.8 1,520.8 1,556.7 Diluted 1,526.5 1,564.8 1,534.0 1,574.4 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement. 1 Table of Contents NIKE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE MONTHS ENDED NINE MONTHS ENDED (Dollars in millions) FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Net income $ 1,172 $ 1,240 $ 4,200 $ 4,039 Other comprehensive income (loss), net of tax: Change in net foreign currency translation adjustment ( 57 ) 153 18 281 Change in net gains (losses) on cash flow hedges 50 ( 433 ) ( 139 ) ( 279 ) Change in net gains (losses) on other 11 23 15 ( 18 ) Total other comprehensive income (loss), net of tax 4 ( 257 ) ( 106 ) ( 16 ) TOTAL COMPREHENSIVE INCOME $ 1,176 $ 983 $ 4,094 $ 4,023 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement. 2 Table of Contents NIKE, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS FEBRUARY 29, MAY 31, (In millions) 2024 2023 ASSETS Current assets: Cash and equivalents $ 8,960 $ 7,441 Short-term investments 1,613 3,234 Accounts receivable, net 4,526 4,131 Inventories 7,726 8,454 Prepaid expenses and other current assets 1,928 1,942 Total current assets 24,753 25,202 Property, plant and equipment, net 5,082 5,081 Operating lease right-of-use assets, net 2,856 2,923 Identifiable intangible assets, net 259 274 Goodwill 240 281 Deferred income taxes and other assets 4,166 3,770 TOTAL ASSETS $ 37,356 $ 37,531 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ — $ — Notes payable 6 6 Accounts payable 2,340 2,862 Current portion of operating lease liabilities 474 425 Accrued liabilities 5,818 5,723 Income taxes payable 391 240 Total current liabilities 9,029 9,256 Long-term debt 8,930 8,927 Operating lease liabilities 2,691 2,786 Deferred income taxes and other liabilities 2,480 2,558 Commitments and contingencies (Note 12) Redeemable preferred stock — — Shareholders' equity: Common stock at stated value: Class A convertible — 298 and 305 shares outstanding — — Class B — 1,213 and 1,227 shares outstanding 3 3 Capital in excess of stated value 13,128 12,412 Accumulated other comprehensive income (loss) 125 231 Retained earnings 970 1,358 Total shareholders' equity 14,226 14,004 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 37,356 $ 37,531 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement. 3 Table of Contents NIKE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED (Dollars in millions) FEBRUARY 29, 2024 FEBRUARY 28, 2023 Cash provided (used) by operations: Net income $ 4,200 $ 4,039 Adjustments to reconcile net income to net cash provided (used) by operations: Depreciation 589 516 Deferred income taxes ( 281 ) ( 216 ) Stock-based compensation 618 556 Amortization, impairment and other 51 107 Net foreign currency adjustments ( 81 ) ( 197 ) Changes in certain working capital components and other assets and liabilities: (Increase) decrease in accounts receivable ( 429 ) 109 (Increase) decrease in inventories 698 ( 527 ) (Increase) decrease in prepaid expenses, operating lease right-of-use assets and other current and non-current assets ( 342 ) ( 273 ) Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities and other current and non-current liabilities ( 213 ) ( 526 ) Cash provided (used) by operations 4,810 3,588 Cash provided (used) by investing activities: Purchases of short-term investments ( 3,337 ) ( 4,844 ) Maturities of short-term investments 2,036 2,470 Sales of short-term investments 3,093 3,149 Additions to property, plant and equipment ( 599 ) ( 700 ) Other investing activities ( 9 ) 62 Cash provided (used) by investing activities 1,184 137 Cash provided (used) by financing activities: Increase (decrease) in notes payable, net — 4 Proceeds from exercise of stock options and other stock issuances 477 413 Repurchase of common stock ( 3,214 ) ( 4,101 ) Dividends — common and preferred ( 1,609 ) ( 1,488 ) Other financing activities ( 122 ) ( 94 ) Cash provided (used) by financing activities ( 4,468 ) ( 5,266 ) Effect of exchange rate changes on cash and equivalents ( 7 ) ( 78 ) Net increase (decrease) in cash and equivalents 1,519 ( 1,619 ) Cash and equivalents, beginning of period 7,441 8,574 CASH AND EQUIVALENTS, END OF PERIOD $ 8,960 $ 6,955 Supplemental disclosure of cash flow information: Non-cash additions to property, plant and equipment $ 177 $ 145 Dividends declared and not paid 561 527 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement. 4 Table of Contents NIKE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY COMMON STOCK CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS TOTAL CLASS A CLASS B (In millions, except per share data) SHARES AMOUNT SHARES AMOUNT Balance at November 30, 2023 298 $ — 1,219 $ 3 $ 12,871 $ 121 $ 1,151 $ 14,146 Stock options exercised 2 135 135 Repurchase of Class B Common Stock ( 8 ) ( 67 ) ( 799 ) ( 866 ) Dividends on common stock ($ 0.370 per share) ( 561 ) ( 561 ) Issuance of shares to employees, net of shares withheld for employee taxes ( 27 ) 7 ( 20 ) Stock-based compensation 216 216 Net income 1,172 1,172 Other comprehensive income (loss) 4 4 Balance at February 29, 2024 298 $ — 1,213 $ 3 $ 13,128 $ 125 $ 970 $ 14,226 COMMON STOCK CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS TOTAL CLASS A CLASS B (In millions, except per share data) SHARES AMOUNT SHARES AMOUNT Balance at November 30, 2022 305 $ — 1,245 $ 3 $ 11,851 $ 559 $ 2,859 $ 15,272 Stock options exercised 3 153 153 Repurchase of Class B Common Stock ( 13 ) ( 99 ) ( 1,420 ) ( 1,519 ) Dividends on common stock ($ 0.340 per share) ( 527 ) ( 527 ) Issuance of shares to employees, net of shares withheld for employee taxes ( 23 ) — ( 23 ) Stock-based compensation 192 192 Net income 1,240 1,240 Other comprehensive income (loss) ( 257 ) ( 257 ) Balance at February 28, 2023 305 $ — 1,235 $ 3 $ 12,074 $ 302 $ 2,152 $ 14,531 COMMON STOCK CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS TOTAL CLASS A CLASS B (In millions, except per share data) SHARES AMOUNT SHARES AMOUNT Balance at May 31, 2023 305 $ — 1,227 $ 3 $ 12,412 $ 231 $ 1,358 $ 14,004 Stock options exercised 6 347 347 Conversion to Class B Common Stock ( 7 ) 7 — Repurchase of Class B Common Stock ( 30 ) ( 251 ) ( 2,956 ) ( 3,207 ) Dividends on common stock ($ 1.080 per share) and preferred stock ($ 0.10 per share) ( 1,645 ) ( 1,645 ) Issuance of shares to employees, net of shares withheld for employee taxes 3 2 13 15 Stock-based compensation 618 618 Net income 4,200 4,200 Other comprehensive income (loss) ( 106 ) ( 106 ) Balance at February 29, 2024 298 $ — 1,213 $ 3 $ 13,128 $ 125 $ 970 $ 14,226 5 Table of Contents COMMON STOCK CAPITAL IN EXCESS OF STATED VALUE ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) RETAINED EARNINGS TOTAL CLASS A CLASS B (In millions, except per share data) SHARES AMOUNT SHARES AMOUNT Balance at May 31, 2022 305 $ — 1,266 $ 3 $ 11,484 $ 318 $ 3,476 $ 15,281 Stock options exercised 6 302 302 Repurchase of Class B Common Stock ( 39 ) ( 288 ) ( 3,829 ) ( 4,117 ) Dividends on common stock ($ 0.985 per share) and preferred stock ($ 0.10 per share) ( 1,535 ) ( 1,535 ) Issuance of shares to employees, net of shares withheld for employee taxes 2 20 1 21 Stock-based compensation 556 556 Net income 4,039 4,039 Other comprehensive income (loss) ( 16 ) ( 16 ) Balance at February 28, 2023 305 $ — 1,235 $ 3 $ 12,074 $ 302 $ 2,152 $ 14,531 The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement. 6 Table of Contents NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 Summary of Significant Accounting Policies 8 NOTE 2 Accrued Liabilities 9 NOTE 3 Fair Value Measurements 9 NOTE 4 Short-Term Borrowings and Credit Lines 11 NOTE 5 Income Taxes 11 NOTE 6 Stock-Based Compensation 12 NOTE 7 Earnings Per Share 13 NOTE 8 Risk Management and Derivatives 14 NOTE 9 Accumulated Other Comprehensive Income (Loss) 17 NOTE 10 Revenues 19 NOTE 11 Operating Segments 21 NOTE 12 Contingencies 23 NOTE 13 Acquisitions and Divestitures 23 NOTE 14 Restructuring 24 7 Table of Contents NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Unaudited Condensed Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the "Company" or "NIKE") and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. The year-end Condensed Consolidated Balance Sheet data as of May 31, 2023, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended May 31, 2023 (the "Annual Report"). The results of operations for the three and nine months ended February 29, 2024, are not necessarily indicative of results to be expected for the entire fiscal year. RECENTLY ISSUED ACCOUNTING STANDARDS AND DISCLOSURE RULES In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss. The amendments are effective for the Company's annual periods beginning June 1, 2024, and interim periods beginning June 1, 2025, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company's annual periods beginning June 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's 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 Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. The disclosure requirements will apply to the Company's fiscal year beginning June 1, 2025. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures. RECENTLY ADOPTED ACCOUNTING STANDARDS In September 2022, the FASB issued ASU 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The new guidance requires qualitative and quantitative disclosure sufficient to enable users of the financial statements to understand the nature, activity during the period, changes from period to period and potential magnitude of such programs. The Company adopted the required guidance in the first quarter of fiscal 2024. Certain financial institutions offer voluntary supplier finance programs facilitated through a third-party platform that provide participating suppliers the option to finance valid payment obligations from the Company. The Company is not a party to agreements negotiated between participating suppliers and third-party financial institutions. The Company's obligations to its suppliers, including amounts due and payment terms, are not affected by a supplier's decision to participate in these programs and the Company does not provide guarantees to third parties in connection with these programs. As of February 29, 2024 and May 31, 2023, the Company had $ 704 million and $ 834 million, respectively, of outstanding supplier obligations confirmed as valid under these programs. These amounts are included within Accounts payable on the Unaudited Condensed Consolidated Balance Sheets. 8 Table of Contents NOTE 2 — ACCRUED LIABILITIES Accrued liabilities included the following: FEBRUARY 29, MAY 31, (Dollars in millions) 2024 2023 Compensation and benefits, excluding taxes $ 1,254 $ 1,737 Sales-related reserves 1,227 994 Dividends payable 566 529 Endorsement compensation 493 552 Other 2,278 1,911 TOTAL ACCRUED LIABILITIES $ 5,818 $ 5,723 NOTE 3 — FAIR VALUE MEASUREMENTS The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives, equity securities and available-for-sale debt securities. For additional information about the Company's fair value policies, refer to Note 1 — Summary of Significant Accounting Policies within the Annual Report. The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of February 29, 2024 and May 31, 2023, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement: FEBRUARY 29, 2024 (Dollars in millions) ASSETS AT FAIR VALUE CASH AND EQUIVALENTS SHORT-TERM INVESTMENTS Cash $ 1,118 $ 1,118 $ — Level 1: U.S. Treasury securities 1,002 1 1,001 Level 2: Commercial paper and bonds 580 18 562 Money market funds 7,272 7,272 — Time deposits 560 551 9 U.S. Agency securities 41 — 41 Total Level 2 8,453 7,841 612 TOTAL $ 10,573 $ 8,960 $ 1,613 MAY 31, 2023 (Dollars in millions) ASSETS AT FAIR VALUE CASH AND EQUIVALENTS SHORT-TERM INVESTMENTS Cash $ 1,767 $ 1,767 $ — Level 1: U.S. Treasury securities 2,655 — 2,655 Level 2: Commercial paper and bonds 543 15 528 Money market funds 5,157 5,157 — Time deposits 507 502 5 U.S. Agency securities 46 — 46 Total Level 2 6,253 5,674 579 TOTAL $ 10,675 $ 7,441 $ 3,234 9 Table of Contents As of February 29, 2024, the Company held $ 867 million of available-for-sale debt securities with maturity dates within one year and $ 746 million with maturity dates greater than one year and less than five years in Short-term investments on the Unaudited Condensed Consolidated Balance Sheets. The fair value of the Company's available-for-sale debt securities approximates their amortized cost. Included in Interest expense (income), net was interest income related to the Company's investment portfolio of $ 113 million and $ 83 million for the three months ended February 29, 2024 and February 28, 2023, respectively, and $ 304 million and $ 196 million for the nine months ended February 29, 2024 and February 28, 2023, respectively. The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement: FEBRUARY 29, 2024 DERIVATIVE ASSETS DERIVATIVE LIABILITIES (Dollars in millions) ASSETS AT FAIR VALUE OTHER CURRENT ASSETS OTHER LONG-TERM ASSETS LIABILITIES AT FAIR VALUE ACCRUED LIABILITIES OTHER LONG-TERM LIABILITIES Level 2: Foreign exchange forwards and options (1) $ 390 $ 324 $ 66 $ 149 $ 132 $ 17 Interest rate swap contracts (1) 2 — 2 4 — 4 TOTAL $ 392 $ 324 $ 68 $ 153 $ 132 $ 21 (1) If the derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $ 149 million as of February 29, 2024. As of that date, the Company received $ 48 million of cash collateral from counterparties related to derivative instruments. No amount of collateral was posted on the derivative liability balance as of February 29, 2024. MAY 31, 2023 DERIVATIVE ASSETS DERIVATIVE LIABILITIES (Dollars in millions) ASSETS AT FAIR VALUE OTHER CURRENT ASSETS OTHER LONG-TERM ASSETS LIABILITIES AT FAIR VALUE ACCRUED LIABILITIES OTHER LONG-TERM LIABILITIES Level 2: Foreign exchange forwards and options (1) $ 557 $ 493 $ 64 $ 180 $ 128 $ 52 (1) If the derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $ 178 million as of May 31, 2023. As of that date, the Company received $ 36 million of cash collateral from counterparties related to derivative instruments. No amount of collateral was posted on the derivative liability balance as of May 31, 2023. For additional information related to the Company's derivative financial instruments and credit risk, refer to Note 8 — Risk Management and Derivatives. The carrying amounts of other current financial assets and other current financial liabilities approximate fair value. FINANCIAL ASSETS AND LIABILITIES NOT RECORDED AT FAIR VALUE The Company's Long-term debt is recorded at adjusted cost, net of unamortized premiums, discounts, debt issuance costs and interest rate swap fair value adjustments. The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). The fair value of the Company's Long-term debt was approximately $ 7,764 million at February 29, 2024 and $ 7,889 million at May 31, 2023. 10 Table of Contents NOTE 4 — SHORT-TERM BORROWINGS AND CREDIT LINES The carrying amounts reflected on the Unaudited Condensed Consolidated Balance Sheets for Notes payable approximate fair value. As of February 29, 2024 and May 31, 2023, the Company had no borrowings outstanding under its $ 3 billion commercial paper program. On March 8, 2024, subsequent to the end of the third quarter of fiscal 2024, the Company entered into a 364 -day committed credit facility agreement with a syndicate of banks, which provides for up to $ 1 billion of borrowings, with an option to increase borrowings up to $ 1.5 billion in total with lender approval. The facility matures on March 7, 2025, with an option to extend the maturity date an additional 364 days. This facility replaces the prior $ 1 billion 364 -day credit facility agreement entered into on March 10, 2023, which matured on March 8, 2024. Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing Term Secured Overnight Financing Rate (Term SOFR) for the applicable interest period plus 0.60 %. The facility fee is 0.02 % of the total undrawn commitment. As of April 4, 2024, no amounts were outstanding under this committed credit facility. There have been no other changes to the credit lines reported in the Annual Report for the fiscal year ended May 31, 2023. NOTE 5 — INCOME TAXES The effective tax rate was 15.6 % and 18.5 % for the nine months ended February 29, 2024 and February 28, 2023, respectively. The decrease in the Company's effective tax rate was primarily due to one-time benefits including the impact of temporary relief provided by the Internal Revenue Service ("IRS") relating to U.S. foreign tax credit regulations. On July 21, 2023, the IRS issued Notice 2023-55 which specifically delayed the application of certain U.S. foreign tax credit regulations that had previously limited the Company's ability to claim credits on certain foreign taxes for the fiscal year ended May 31, 2023. As a result of this new guidance, the Company recognized a one-time tax benefit related to prior year tax positions in the first three months of fiscal 2024. Other one-time benefits included a reduction in accrued withholding taxes on undistributed foreign earnings recognized in the second quarter of fiscal 2024. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that included, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income," which was effective for the Company beginning June 1, 2023. Based on the Company's current analysis of the provisions, these tax law changes are not expected to have a material impact on the Company's financial statements for fiscal 2024. As of February 29, 2024, total gross unrecognized tax benefits, excluding related interest and penalties, were $ 988 million, $ 701 million of which would affect the Company's effective tax rate if recognized in future periods. The majority of the total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets. As of May 31, 2023, total gross unrecognized tax benefits, excluding related interest and penalties, were $ 936 million. As of February 29, 2024 and May 31, 2023, accrued interest and penalties related to uncertain tax positions were $ 314 million and $ 268 million, respectively, (excluding federal benefit) and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets. The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company is currently under audit by the U.S. IRS for fiscal years 2017 through 2019. The Company has closed all U.S. federal income tax matters through fiscal 2016, with the exception of certain transfer pricing adjustments. Tax years after 2011 remain open in certain major foreign jurisdictions. Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $ 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 tax rulings to the Company. The Company believes the investigation is without merit. If this matter is adversely resolved, the Netherlands may be required to assess additional amounts with respect to prior periods, and the Company's income taxes related to prior periods in the Netherlands could increase. 11 Table of Contents NOTE 6 — STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION The NIKE, Inc. Stock Incentive Plan (the "Stock Incentive Plan") provides for the issuance of up to 798 million previously unissued shares of Class B Common Stock in connection with equity awards granted under the Stock Incentive Plan. The Stock Incentive Plan authorizes the grant of non-statutory stock options, incentive stock options, stock appreciation rights and stock awards, including restricted stock and restricted stock units. Restricted stock units include both time-vesting restricted stock units ("RSUs") as well as performance-based restricted stock units ("PSUs"). In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount from the market price under employee stock purchase plans ("ESPPs"). For additional information, refer to Note 9 — Common Stock and Stock-Based Compensation within the Annual Report. The following table summarizes the Company's total stock-based compensation expense recognized in Cost of sales or Operating overhead expense, as applicable: THREE MONTHS ENDED NINE MONTHS ENDED (Dollars in millions) FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Stock options (1) $ 89 $ 78 $ 253 $ 232 ESPPs 17 20 55 53 Restricted stock and restricted stock units (2) 110 94 310 271 TOTAL STOCK-BASED COMPENSATION EXPENSE $ 216 $ 192 $ 618 $ 556 (1) Expense for stock options includes the expense associated with stock appreciation rights. (2) Restricted stock units include RSUs and PSUs. The income tax benefit related to stock-based compensation expense was $ 12 million and $ 22 million for the three months ended February 29, 2024 and February 28, 2023, respectively, and $ 30 million and $ 44 million for the nine months ended February 29, 2024 and February 28, 2023, respectively, and reported within Income tax expense. STOCK OPTIONS As of February 29, 2024, the Company had $ 478 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized in Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.6 years. RESTRICTED STOCK AND RESTRICTED STOCK UNITS As of February 29, 2024, the Company had $ 699 million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized in Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.5 years. 12 Table of Contents NOTE 7 — EARNINGS PER SHARE The following is a reconciliation from basic earnings per common share to diluted earnings per common share. The computations of diluted earnings per common share exclude restricted stock, restricted stock units and options, including shares under ESPPs, to purchase an estimated additional 40.9 million and 29.5 million shares of common stock outstanding for the three months ended February 29, 2024 and February 28, 2023, respectively, and 42.6 million and 31.8 million shares of common stock outstanding for the nine months ended February 29, 2024 and February 28, 2023, respectively, because the awards were assumed to be anti-dilutive. THREE MONTHS ENDED NINE MONTHS ENDED (In millions, except per share data) FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Net income available to common stockholders $ 1,172 $ 1,240 $ 4,200 $ 4,039 Determination of shares: Weighted average common shares outstanding 1,513.2 1,543.8 1,520.8 1,556.7 Assumed conversion of dilutive stock options and awards 13.3 21.0 13.2 17.7 DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 1,526.5 1,564.8 1,534.0 1,574.4 Earnings per common share: Basic $ 0.77 $ 0.80 $ 2.76 $ 2.59 Diluted $ 0.77 $ 0.79 $ 2.74 $ 2.57 13 Table of Contents NOTE 8 — RISK MANAGEMENT AND DERIVATIVES The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. As of and for the nine months ended February 29, 2024, there have been no material changes to the Company's hedging program or strategy from what was disclosed within the Annual Report. For additional information about the Company's derivatives and hedging policies, refer to Note 1 — Summary of Significant Accounting Policies and Note 12 — Risk Management and Derivatives within the Annual Report. The majority of derivatives outstanding as of February 29, 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 fair value and classified based on the instrument's maturity date. The following tables present the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets: DERIVATIVE ASSETS BALANCE SHEET LOCATION FEBRUARY 29, MAY 31, (Dollars in millions) 2024 2023 Derivatives formally designated as hedging instruments: Foreign exchange forwards and options Prepaid expenses and other current assets $ 312 $ 480 Foreign exchange forwards and options Deferred income taxes and other assets 66 64 Interest rate swap contracts Deferred income taxes and other assets 2 — Total derivatives formally designated as hedging instruments 380 544 Derivatives not designated as hedging instruments: Foreign exchange forwards and options Prepaid expenses and other current assets 12 13 Total derivatives not designated as hedging instruments 12 13 TOTAL DERIVATIVE ASSETS $ 392 $ 557 DERIVATIVE LIABILITIES BALANCE SHEET LOCATION FEBRUARY 29, MAY 31, (Dollars in millions) 2024 2023 Derivatives formally designated as hedging instruments: Foreign exchange forwards and options Accrued liabilities $ 121 $ 93 Foreign exchange forwards and options Deferred income taxes and other liabilities 17 52 Interest rate swap contracts Deferred income taxes and other liabilities 4 — Total derivatives formally designated as hedging instruments 142 145 Derivatives not designated as hedging instruments: Foreign exchange forwards and options Accrued liabilities 11 35 Total derivatives not designated as hedging instruments 11 35 TOTAL DERIVATIVE LIABILITIES $ 153 $ 180 14 Table of Contents The following tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income: (Dollars in millions) AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES (1) AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME (1) THREE MONTHS ENDED LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME THREE MONTHS ENDED FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Derivatives designated as cash flow hedges: Foreign exchange forwards and options $ ( 32 ) $ 30 Revenues $ ( 10 ) $ 14 Foreign exchange forwards and options 135 ( 141 ) Cost of sales 70 182 Foreign exchange forwards and options — 1 Demand creation expense 1 ( 1 ) Foreign exchange forwards and options 49 ( 65 ) Other (income) expense, net 52 90 Interest rate swaps (2) — — Interest expense (income), net ( 2 ) ( 2 ) TOTAL DESIGNATED CASH FLOW HEDGES $ 152 $ ( 175 ) $ 111 $ 283 (1) For the three months ended February 29, 2024 and February 28, 2023, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial. (2) Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt. (Dollars in millions) AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES (1) AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME (1) NINE MONTHS ENDED LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME NINE MONTHS ENDED FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Derivatives designated as cash flow hedges: Foreign exchange forwards and options $ ( 55 ) $ 52 Revenues $ ( 7 ) $ 9 Foreign exchange forwards and options 154 245 Cost of sales 221 464 Foreign exchange forwards and options 2 ( 2 ) Demand creation expense 1 ( 4 ) Foreign exchange forwards and options 78 181 Other (income) expense, net 138 297 Interest rate swaps (2) — — Interest expense (income), net ( 6 ) ( 6 ) TOTAL DESIGNATED CASH FLOW HEDGES $ 179 $ 476 $ 347 $ 760 (1) For the nine months ended February 29, 2024 and February 28, 2023, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial. (2) Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt. 15 Table of Contents AMOUNT OF GAIN (LOSS) RECOGNIZED IN INCOME ON DERIVATIVES LOCATION OF GAIN (LOSS) RECOGNIZED IN INCOME ON DERIVATIVES THREE MONTHS ENDED NINE MONTHS ENDED (Dollars in millions) FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Derivatives not designated as hedging instruments: Foreign exchange forwards and options and embedded derivatives $ 9 $ ( 26 ) $ ( 1 ) $ 52 Other (income) expense, net CASH FLOW HEDGES The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately $ 17.6 billion as of February 29, 2024. Approximately $ 250 million of deferred net gains (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) as of February 29, 2024, are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income. Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivative contracts currently outstanding mature. As of February 29, 2024, the maximum term over which the Company hedges exposures to the variability of cash flows for its forecasted transactions was 27 months. FAIR VALUE HEDGES The total notional amount of outstanding interest rate swap contracts designated as fair value hedges was $ 901 million as of February 29, 2024. UNDESIGNATED DERIVATIVE INSTRUMENTS The total notional amount of outstanding undesignated derivative instruments was $ 3.9 billion as of February 29, 2024. CREDIT RISK As of February 29, 2024, the Company was in compliance with all credit risk-related contingent features, and derivative instruments with such features were in a net asset position of approximately $ 239 million. Accordingly, the Company was not required to post cash collateral as a result of these contingent features. Further, $ 48 million of collateral was received on the Company's derivative asset balance as of February 29, 2024. The Company considers the impact of the risk of counterparty default to be immaterial. For additional information related to the Company's derivative financial instruments and collateral, refer to Note 3 — Fair Value Measurements . 16 Table of Contents NOTE 9 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in Accumulated other comprehensive income (loss), net of tax, were as follows: (Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT (1) CASH FLOW HEDGES NET INVESTMENT HEDGES (1) OTHER TOTAL Balance at November 30, 2023 $ ( 178 ) $ 242 $ 115 $ ( 58 ) $ 121 Other comprehensive income (loss): Other comprehensive gains (losses) before reclassifications (2) ( 57 ) 150 — 4 97 Reclassifications to net income of previously deferred (gains) losses (2) — ( 100 ) — 7 ( 93 ) Total other comprehensive income (loss) ( 57 ) 50 — 11 4 Balance at February 29, 2024 $ ( 235 ) $ 292 $ 115 $ ( 47 ) $ 125 (1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity. (2) Net of immaterial tax impact. (Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT (1) CASH FLOW HEDGES NET INVESTMENT HEDGES (1) OTHER TOTAL Balance at November 30, 2022 $ ( 392 ) $ 933 $ 115 $ ( 97 ) $ 559 Other comprehensive income (loss): Other comprehensive gains (losses) before reclassifications (2) 150 ( 179 ) — — ( 29 ) Reclassifications to net income of previously deferred (gains) losses (2) 3 ( 254 ) — 23 ( 228 ) Total other comprehensive income (loss) 153 ( 433 ) — 23 ( 257 ) Balance at February 28, 2023 $ ( 239 ) $ 500 $ 115 $ ( 74 ) $ 302 (1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity. (2) Net of immaterial tax impact. (Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT (1) CASH FLOW HEDGES NET INVESTMENT HEDGES (1) OTHER TOTAL Balance at May 31, 2023 $ ( 253 ) $ 431 $ 115 $ ( 62 ) $ 231 Other comprehensive income (loss): Other comprehensive gains (losses) before reclassifications (2) 16 175 — 15 206 Reclassifications to net income of previously deferred (gains) losses (2) 2 ( 314 ) — — ( 312 ) Total other comprehensive income (loss) 18 ( 139 ) — 15 ( 106 ) Balance at February 29, 2024 $ ( 235 ) $ 292 $ 115 $ ( 47 ) $ 125 (1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity. (2) Net of immaterial tax impact. 17 Table of Contents (Dollars in millions) FOREIGN CURRENCY TRANSLATION ADJUSTMENT (1) CASH FLOW HEDGES NET INVESTMENT HEDGES (1) OTHER TOTAL Balance at May 31, 2022 $ ( 520 ) $ 779 $ 115 $ ( 56 ) $ 318 Other comprehensive income (loss): Other comprehensive gains (losses) before reclassifications (2) ( 77 ) 399 — ( 27 ) 295 Reclassifications to net income of previously deferred (gains) losses (2) 358 ( 678 ) — 9 ( 311 ) Total other comprehensive income (loss) 281 ( 279 ) — ( 18 ) ( 16 ) Balance at February 28, 2023 $ ( 239 ) $ 500 $ 115 $ ( 74 ) $ 302 (1) The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity. (2) Net of immaterial tax impact. The following table summarizes the reclassifications from Accumulated other comprehensive income (loss) to the Unaudited Condensed Consolidated Statements of Income: AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME THREE MONTHS ENDED NINE MONTHS ENDED (Dollars in millions) FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 Gains (losses) on foreign currency translation adjustment $ — $ ( 3 ) $ ( 2 ) $ ( 374 ) Other (income) expense, net Total before tax — ( 3 ) ( 2 ) ( 374 ) Tax (expense) benefit — — — 16 Gain (loss) net of tax — ( 3 ) ( 2 ) ( 358 ) Gains (losses) on cash flow hedges: Foreign exchange forwards and options ( 10 ) 14 ( 7 ) 9 Revenues Foreign exchange forwards and options 70 182 221 464 Cost of sales Foreign exchange forwards and options 1 ( 1 ) 1 ( 4 ) Demand creation expense Foreign exchange forwards and options 52 90 138 297 Other (income) expense, net Interest rate swaps ( 2 ) ( 2 ) ( 6 ) ( 6 ) Interest expense (income), net Total before tax 111 283 347 760 Tax (expense) benefit ( 11 ) ( 29 ) ( 33 ) ( 82 ) Gain (loss) net of tax 100 254 314 678 Gains (losses) on other ( 9 ) ( 32 ) 1 ( 12 ) Other (income) expense, net Total before tax ( 9 ) ( 32 ) 1 ( 12 ) Tax (expense) benefit 2 9 ( 1 ) 3 Gain (loss) net of tax ( 7 ) ( 23 ) — ( 9 ) Total net gain (loss) reclassified for the period $ 93 $ 228 $ 312 $ 311 18 Table of Contents NOTE 10 — REVENUES DISAGGREGATION OF REVENUES The following tables present the Company's Revenues disaggregated by reportable operating segment, major product line and distribution channel: THREE MONTHS ENDED FEBRUARY 29, 2024 (Dollars in millions) NORTH AMERICA EUROPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC. Revenues by: Footwear $ 3,460 $ 1,960 $ 1,547 $ 1,195 $ — $ 8,162 $ 426 $ — $ 8,588 Apparel 1,408 994 498 390 — 3,290 25 — 3,315 Equipment 202 184 39 62 — 487 9 — 496 Other — — — — 9 9 35 ( 14 ) 30 TOTAL REVENUES $ 5,070 $ 3,138 $ 2,084 $ 1,647 $ 9 $ 11,948 $ 495 $ ( 14 ) $ 12,429 Revenues by: Sales to Wholesale Customers $ 2,440 $ 1,966 $ 1,243 $ 939 $ — $ 6,588 $ 257 $ — $ 6,845 Sales through Direct to Consumer 2,630 1,172 841 708 — 5,351 203 — 5,554 Other — — — — 9 9 35 ( 14 ) 30 TOTAL REVENUES $ 5,070 $ 3,138 $ 2,084 $ 1,647 $ 9 $ 11,948 $ 495 $ ( 14 ) $ 12,429 THREE MONTHS ENDED FEBRUARY 28, 2023 (Dollars in millions) NORTH AMERICA EUROPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC. Revenues by: Footwear $ 3,322 $ 2,011 $ 1,496 $ 1,141 $ — $ 7,970 $ 540 $ — $ 8,510 Apparel 1,419 1,094 461 407 — 3,381 29 — 3,410 Equipment 172 141 37 53 — 403 6 — 409 Other — — — — 12 12 37 12 61 TOTAL REVENUES $ 4,913 $ 3,246 $ 1,994 $ 1,601 $ 12 $ 11,766 $ 612 $ 12 $ 12,390 Revenues by: Sales to Wholesale Customers $ 2,323 $ 2,061 $ 1,126 $ 913 $ — $ 6,423 $ 323 $ — $ 6,746 Sales through Direct to Consumer 2,590 1,185 868 688 — 5,331 252 — 5,583 Other — — — — 12 12 37 12 61 TOTAL REVENUES $ 4,913 $ 3,246 $ 1,994 $ 1,601 $ 12 $ 11,766 $ 612 $ 12 $ 12,390 19 Table of Contents NINE MONTHS ENDED FEBRUARY 29, 2024 (Dollars in millions) NORTH AMERICA EUROPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC. Revenues by: Footwear $ 10,950 $ 6,406 $ 4,195 $ 3,639 $ — $ 25,190 $ 1,390 $ — $ 26,580 Apparel 4,555 3,331 1,368 1,198 — 10,452 75 — 10,527 Equipment 613 578 119 187 — 1,497 27 — 1,524 Other — — — — 34 34 110 ( 19 ) 125 TOTAL REVENUES $ 16,118 $ 10,315 $ 5,682 $ 5,024 $ 34 $ 37,173 $ 1,602 $ ( 19 ) $ 38,756 Revenues by: Sales to Wholesale Customers $ 8,114 $ 6,483 $ 3,165 $ 2,927 $ — $ 20,689 $ 843 $ — $ 21,532 Sales through Direct to Consumer 8,004 3,832 2,517 2,097 — 16,450 649 — 17,099 Other — — — — 34 34 110 ( 19 ) 125 TOTAL REVENUES $ 16,118 $ 10,315 $ 5,682 $ 5,024 $ 34 $ 37,173 $ 1,602 $ ( 19 ) $ 38,756 NINE MONTHS ENDED FEBRUARY 28, 2023 (Dollars in millions) NORTH AMERICA EUROPE, MIDDLE EAST & AFRICA GREATER CHINA ASIA PACIFIC & LATIN AMERICA GLOBAL BRAND DIVISIONS TOTAL NIKE BRAND CONVERSE CORPORATE TOTAL NIKE, INC. Revenues by: Footwear $ 11,090 $ 6,086 $ 4,099 $ 3,313 $ — $ 24,588 $ 1,633 $ — $ 26,221 Apparel 4,598 3,528 1,228 1,255 — 10,609 70 — 10,679 Equipment 565 454 111 167 — 1,297 21 — 1,318 Other — — — — 44 44 117 13 174 TOTAL REVENUES $ 16,253 $ 10,068 $ 5,438 $ 4,735 $ 44 $ 36,538 $ 1,841 $ 13 $ 38,392 Revenues by: Sales to Wholesale Customers $ 8,533 $ 6,506 $ 2,862 $ 2,792 $ — $ 20,693 $ 971 $ — $ 21,664 Sales through Direct to Consumer 7,720 3,562 2,576 1,943 — 15,801 753 — 16,554 Other — — — — 44 44 117 13 174 TOTAL REVENUES $ 16,253 $ 10,068 $ 5,438 $ 4,735 $ 44 $ 36,538 $ 1,841 $ 13 $ 38,392 For the three and nine months ended February 29, 2024 and three and nine months ended February 28, 2023, Global Brand Divisions revenues included NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Converse Other revenues were primarily attributable to licensing businesses. Corporate revenues primarily consisted of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through the Company's central foreign exchange risk management program. As of February 29, 2024 and May 31, 2023, the Company did no t have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets. 20 Table of Contents NOTE 11 — OPERATING SEGMENTS The Company's operating segments are evidence of the structure of the Company's internal organization. The NIKE Brand segments are defined by geographic regions for operations participating in NIKE Brand sales activity. Each NIKE Brand geographic segment operates predominantly in one industry: the design, development, marketing and selling of athletic footwear, apparel and equipment. The Company's reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa ("EMEA"); Greater China; and Asia Pacific & Latin America ("APLA"), and include results for the NIKE and Jordan brands. The Company's NIKE Direct operations are managed within each NIKE Brand geographic operating segment. Converse is also a reportable segment for the Company and operates in one industry: the design, marketing, licensing and selling of athletic lifestyle sneakers, apparel and accessories. Global Brand Divisions is included within the NIKE Brand for presentation purposes to align with the way management views the Company. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Global Brand Divisions costs represent demand creation and operating overhead expense that include product creation and design expenses centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology. Corporate consists primarily of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to the Company's headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses, including certain hedge gains and losses. For the three and nine months ended February 29, 2024, Corporate also includes pre-tax restructuring charges recognized as a result of the Company taking steps to streamline the organization. These pre-tax charges primarily reflect employee severance costs and accelerated stock-based compensation expense. For more information, refer to Note 14 — Restructuring. The primary financial measure used by the Company to evaluate performance of individual operating segments is earnings before interest and taxes ("EBIT"), which represents Net income before Interest expense (income), net, and Income taxes in the Unaudited Condensed Consolidated Statements of Income. As part of the Company's centrally managed foreign exchange risk management program, standard foreign currency rates are assigned twice per year to each NIKE Brand entity in the Company's geographic operating segments and to Converse. These rates are set approximately nine and twelve months in advance of the future selling seasons to which they relate (specifically, for each currency, one standard rate applies to the fall and holiday selling seasons, and one standard rate applies to the spring and summer selling seasons) based on average market spot rates in the calendar month preceding the date they are established. Inventories and Cost of sales for geographic operating segments and Converse reflect the use of these standard rates to record non-functional currency product purchases in the entity's functional currency. Differences between assigned standard foreign currency rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses generated from the Company's centrally managed foreign exchange risk management program and other conversion gains and losses. Accounts receivable, net, Inventories and Property, plant and equipment, net for operating segments are regularly reviewed by management and are therefore provided below. 21 Table of Contents THREE MONTHS ENDED NINE MONTHS ENDED (Dollars in millions) FEBRUARY 29, 2024 FEBRUARY 28, 2023 FEBRUARY 29, 2024 FEBRUARY 28, 2023 REVENUES North America $ 5,070 $ 4,913 $ 16,118 $ 16,253 Europe, Middle East & Africa 3,138 3,246 10,315 10,068 Greater China 2,084 1,994 5,682 5,438 Asia Pacific & Latin America 1,647 1,601 5,024 4,735 Global Brand Divisions 9 12 34 44 Total NIKE Brand 11,948 11,766 37,173 36,538 Converse 495 612 1,602 1,841 Corporate ( 14 ) 12 ( 19 ) 13 TOTAL NIKE, INC. REVENUES $ 12,429 $ 12,390 $ 38,756 $ 38,392 EARNINGS BEFORE INTEREST AND TAXES North America $ 1,400 $ 1,190 $ 4,360 $ 4,064 Europe, Middle East & Africa 734 785 2,591 2,750 Greater China 722 702 1,761 1,754 Asia Pacific & Latin America 471 485 1,406 1,470 Global Brand Divisions ( 1,199 ) ( 1,160 ) ( 3,572 ) ( 3,573 ) Converse 98 164 380 526 Corporate ( 874 ) ( 696 ) ( 2,060 ) ( 2,014 ) Interest expense (income), net ( 52 ) ( 7 ) ( 108 ) 22 TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 1,404 $ 1,477 $ 4,974 $ 4,955 FEBRUARY 29, MAY 31, (Dollars in millions) 2024 2023 ACCOUNTS RECEIVABLE, NET North America $ 1,872 $ 1,653 Europe, Middle East & Africa 1,336 1,197 Greater China 197 162 Asia Pacific & Latin America 750 700 Global Brand Divisions 96 96 Total NIKE Brand 4,251 3,808 Converse 219 235 Corporate 56 88 TOTAL ACCOUNTS RECEIVABLE, NET $ 4,526 $ 4,131 INVENTORIES North America $ 3,201 $ 3,806 Europe, Middle East & Africa 2,046 2,167 Greater China 1,121 973 Asia Pacific & Latin America 889 894 Global Brand Divisions 180 232 Total NIKE Brand 7,437 8,072 Converse 289 305 Corporate — 77 TOTAL INVENTORIES (1) $ 7,726 $ 8,454 (1) Inventories as of February 29, 2024 and May 31, 2023, were substantially all finished goods. 22 Table of Contents FEBRUARY 29, MAY 31, (Dollars in millions) 2024 2023 PROPERTY, PLANT AND EQUIPMENT, NET North America $ 760 $ 794 Europe, Middle East & Africa 1,068 1,009 Greater China 264 292 Asia Pacific & Latin America 292 279 Global Brand Divisions 886 840 Total NIKE Brand 3,270 3,214 Converse 30 38 Corporate 1,782 1,829 TOTAL PROPERTY, PLANT AND EQUIPMENT, NET $ 5,082 $ 5,081 NOTE 12 — CONTINGENCIES In the ordinary course of business, the Company is subject to various legal proceedings, claims and government investigations relating to its business, products and actions of its employees and representatives, including contractual and employment relationships, product liability, antitrust, customs, tax, intellectual property and other matters. The outcome of these legal matters is inherently uncertain, and the Company cannot predict the eventual outcome of currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or consequences relating to those matters. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter. If one or more legal matters were to be resolved against the Company in a reporting period for amounts above management's expectations, the Company's financial position, operating results and cash flows for that reporting period could be materially adversely affected. In the opinion of management, based on its current knowledge and after consultation with counsel, the Company does not believe any currently pending legal matters will have a material adverse impact on the Company's results of operations, financial position or cash flows, except as described below. BELGIAN CUSTOMS CLAIM The Company has received claims for certain years from Belgian Customs and other government authorities for alleged underpaid duties related to products imported beginning in fiscal 2018. The Company disputes these claims and has engaged in the appellate process. The Company has issued bank guarantees in order to appeal the claims. At this time, the Company is unable to estimate the range of loss and cannot predict the final outcome as it could take several years to reach a resolution on this matter. If this matter is ultimately resolved against the Company, the amounts owed, including fines, penalties and other consequences relating to the matter, could have a material adverse effect on the Company's results of operations, financial position and cash flows. NOTE 13 — ACQUISITIONS AND DIVESTITURES During the second quarter of fiscal 2023, the sale of the Company's entities in Argentina and Uruguay to a third-party distributor was completed and the net loss on the sale of these entities totaled approximately $ 550 million. This loss included $ 389 million, recognized primarily in fiscal 2020, largely due to the anticipated release of the cumulative foreign currency translation losses. The remaining loss recognized in fiscal 2023 was due to the devaluation of local currency and cash equivalents included in the transferred assets. Upon completion of the sale, the foreign currency translation losses recorded in Accumulated other comprehensive income (loss) were reclassified to Net income within Other (income) expense, net, on the Unaudited Condensed Consolidated Statements of Comprehensive Income along with the allowance for previously recognized losses recorded in Accrued liabilities. The net loss was classified within Corporate. The net cash proceeds received are reflected within Other investing activities on the Unaudited Condensed Consolidated Statements of Cash Flows. 23 Table of Contents NOTE 14 — RESTRUCTURING During the third quarter of fiscal 2024, the Company announced a multi-year enterprise initiative designed to accelerate its future growth. As part of this initiative, management is taking steps to streamline the organization which will include a net reduction in the Company's global workforce. As of February 29, 2024, the Company expects to recognize pre-tax restructuring charges of approximately $ 450 million, primarily associated with employee severance costs and accelerated stock-based compensation expense, the majority of which are expected to be recognized by the end of fiscal 2024. The related cash payments are expected to take place through the first half of fiscal 2025. The expected pre-tax charges are estimates and are subject to a number of assumptions and actual results may vary from the estimates provided. During the third quarter of fiscal 2024, the Company recognized pre-tax restructuring charges of $ 403 million. These charges were classified within Corporate as follows: THREE MONTHS ENDED FEBRUARY 29, 2024 (Dollars in millions) OPERATING OVERHEAD EXPENSE COST OF SALES TOTAL Employee severance and related costs (1) $ 319 $ 60 $ 379 Stock-based compensation expense (2) 21 3 24 Total pre-tax restructuring charges $ 340 $ 63 $ 403 (1) Employee severance costs are recognized when a future related expense is considered probable and reasonably estimable. (2) Non-cash restructuring related stock-based compensation expense is accelerated over the requisite service period, which for certain impacted employees could extend through the first half of fiscal 2025. As of February 29, 2024, a majority of the $ 379 million of employee severance and related costs are reflected within Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets, classified within Other in Note 2 — Accrued Liabilities, and an immaterial amount is reflected within Accounts payable. As of February 29, 2024, the Company has no t made any cash payments related to this activity. 24 Table of Contents