What changed in this filing

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Item 1. Business

2024-07-25 compared with 2023-07-20 · 92 added, 78 removed, 221 unchanged (43% of the section changed)

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NIKE is the largest seller of athletic footwear and apparel in the world.

We sell our products through NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital"), to retail accounts and to a mix of independent distributors, licensees and sales representatives in nearly all countries around the world.

We sell our products through NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital") and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world.

We also offer interactive consumer services and experiences through our digital platforms.

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We place considerable emphasis on innovation and high-quality construction in the development and manufacturing of our products.

Our Men's, Women's and Jordan Brand footwear products currently lead in footwear sales and we expect them to continue to do so.

We also sell sports apparel, which features the same trademarks and are sold predominantly through the same marketing and distribution channels as athletic footwear.

Our sports apparel, similar to our athletic footwear products, is designed primarily for athletic use, although many of the products are worn for casual or leisure purposes, and demonstrates our commitment to innovation and high-quality construction.

Our Men's and Women's apparel products currently lead in apparel sales and we expect them to continue to do so.

We often market footwear, apparel and accessories in "collections" of similar use or by category.

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In addition to the products we sell to our wholesale customers and directly to consumers through our NIKE Direct operations, we have also entered into license agreements that permit unaffiliated parties to manufacture and sell, using NIKE-owned trademarks, certain apparel, digital devices and applications and other equipment designed for sports activities.

2023 FORM 10-K 1

We also offer interactive consumer services and experiences as well as digital products through our digital platforms, including fitness and activity apps;

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and digital services and features in retail stores that enhance the consumer experience.

2024 FORM 10-K 1

SALES AND MARKETING

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However, the mix of product sales may vary considerably as a result of changes in seasonal and geographic demand for particular types of footwear, apparel and equipment, as well as other macroeconomic, strategic, operating and logistics-related factors.

Because NIKE is a consumer products company, the relative popularity and availability of various sports and fitness activities, as well as changing design trends, affect the demand for our products.

We must, therefore, respond to trends and shifts in consumer preferences by adjusting the mix of existing product offerings, developing new products, styles and categories and influencing sports and fitness preferences through extensive marketing.

Because NIKE is a consumer products company, the relative popularity and availability of various sports and fitness activities, as well as changing design trends and consumer preferences, affect the demand for our products.

We must, therefore, respond to trends and shifts in consumer preferences by adjusting the mix of existing product offerings and channels, developing new products, styles and categories and influencing sports and fitness preferences through extensive marketing.

Failure to respond in a timely and adequate manner could have a material adverse effect on our sales and profitability.

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For fiscal 2024, NIKE Brand and Converse sales in the United States accounted for approximately 42% of total revenues, compared to 43% and 40% for fiscal 2023 and fiscal 2022, respectively.

We sell our products to thousands of retail accounts in the United States, including a mix of footwear stores, sporting goods stores, athletic specialty stores, department stores, skate, tennis and golf shops and other retail accounts.

We sell our products to thousands of wholesale accounts in the United States, including a mix of footwear stores, sporting goods stores, athletic specialty stores, department stores, skate, tennis and golf shops and other wholesale accounts.

In the United States, we utilize NIKE sales offices to solicit such sales.

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Refer to Item 2.

Properties for further information.

Properties for additional information.

2024 FORM 10-K 2

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NIKE Brand and Converse sales accounted for approximately 58% of total revenues, compared to 57% and 60% for fiscal 2023 and fiscal 2022, respectively.

We sell our products to retail accounts through our own NIKE Direct operations and through a mix of independent distributors, licensees and sales representatives around the world.

We sell our products through NIKE Direct operations and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives around the world.

We sell to thousands of retail accounts and ship products from 68 distribution centers outside of the United States.

Refer to Item 2.

Properties for further information on distribution facilities outside of the United States.

Properties for additional information on distribution facilities outside of the United States.

During fiscal 2024, NIKE's three largest customers outside of the United States accounted for approximately 15% of total non-U.S.

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Using market intelligence and research, our various design teams identify opportunities to leverage new technologies in existing categories to respond to consumer preferences.

The proliferation of Nike Air, Zoom, Free, Dri-FIT, Flyknit, FlyEase, ZoomX, Air Max, React and Forward technologies, among others, typifies our dedication to designing innovative products.

The proliferation of Nike Air, Zoom, Free, Dri-FIT, Flyknit, FlyEase, ZoomX, Air Max, and React technologies, among others, typifies our dedication to designing innovative products.

MANUFACTURING

Nearly all of our footwear and apparel products are manufactured outside the United States by independent manufacturers ("contract manufacturers"), many of which operate multiple factories.

Nearly all of our footwear and apparel products are manufactured outside the United States by independent contract manufacturers ("contract manufacturers"), many of which operate multiple factories.

We are also supplied, primarily indirectly, by a number of materials, or "Tier 2" suppliers, who provide the principal materials used in footwear and apparel finished goods products.

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During fiscal 2024, Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St.

Charles, Missouri, as well as contract manufacturers in China and Vietnam, were our suppliers of NIKE Air-Sole cushioning components used in footwear.

Charles, Missouri, as well as contract manufacturers in China and Vietnam, were our suppliers of NIKE Air-Sole and other cushioning components used in footwear.

The principal materials used in our apparel products are natural and synthetic fabrics, yarns and threads (both virgin and recycled);

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and plastic and metal hardware.

In fiscal 2023, we experienced ongoing supply chain volatility during the first part of the year, which improved gradually during the course of the year.

We also experienced higher supply chain network costs primarily due to inflationary pressures during the year.

Despite competition for certain materials during fiscal 2023, contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products.

From time to time, certain materials used in the production of our products experience periods of high demand, shortages and price volatility.

In fiscal 2024, contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products.

Refer to Item 1A.

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The athletic footwear, apparel and equipment industry is highly competitive on a worldwide basis.

We compete internationally with a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment companies and large companies having diversified lines of athletic and leisure footwear, apparel and equipment, including adidas, Anta, ASICS, Li Ning, lululemon athletica, New Balance, Puma, Under Armour and V.F.

We compete internationally with a significant number of athletic and leisure footwear companies, athletic and leisure apparel companies, sports equipment companies and large companies having diversified lines of athletic and leisure footwear, apparel and equipment, including adidas, Anta, ASICS, Deckers, Li Ning, lululemon athletica, New Balance, On, Puma, Under Armour and V.F.

Corporation, among others.

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• Product attributes such as quality;

innovation and development;

performance and reliability;

new product style, design, innovation and development;

new product style, and design;

as well as consumer price/value.

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We believe that we are competitive in all of these areas.

Risk Factors, including the risk factor titled "Our products, services and experiences face intense competition."

TRADEMARKS AND PATENTS

We believe that our intellectual property rights are important to our brand, our success and our competitive position.

We strategically pursue available protections of these rights and vigorously protect them against third-party theft and infringement.

We strategically pursue available protections of these rights and vigorously protect and enforce them against third-party theft and infringement.

We use trademarks on nearly all of our products and packaging, and in our marketing materials, and believe having distinctive marks that are readily identifiable is an important factor in creating a market for our goods, in identifying our brands and the Company, and in distinguishing our goods from the goods of others.

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In addition, we own many other trademarks that we use in marketing our products.

We own common law rights in the trade dress of several distinctive shoe designs and elements.

Throughout the world, we own common law rights in the trade dress of several distinctive shoe designs and elements.

For certain trade dress, we have sought and obtained trademark registrations.

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We believe our success depends upon our capabilities in areas such as design, research and development, production and marketing and is supported and protected by our intellectual property rights, such as trademarks, utility and design patents, copyrights, and trade secrets, among others.

We have followed a policy of applying for and registering intellectual property rights in the United States and select foreign countries on trademarks, inventions, innovations and designs that we deem valuable.

We also continue to vigorously protect our intellectual property, including trademarks, patents and trade secrets against third-party infringement and misappropriation.

We also continue to vigorously protect and enforce our intellectual property, including trademarks, patents and trade secrets against third-party infringement and misappropriation.

2024 FORM 10-K 5

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We believe that it is important to attract, develop and retain a diverse and engaged workforce at all levels of our business and that such a workforce fosters creativity and accelerates innovation.

We are focused on building an increasingly diverse talent pipeline that reflects our consumers, athletes and the communities we serve.

We are focused on building a talent pipeline that reflects our consumers, athletes and the communities we serve.

Each employee shapes NIKE's culture through behaviors and practices.

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Our mission is aligned with our deep commitment to maintaining an environment where all NIKE employees have the opportunity to reach their full potential, to connect to our brands and to shape our workplace culture.

We believe providing for growth and retention of our employees is essential in fostering such a culture and are dedicated to giving access to training programs and career development opportunities, including trainings on NIKE's values, history and business, trainings on developing leadership skills at all levels, tools and resources for managers and qualified tuition reimbursement opportunities.

As part of our commitment to empowering our employees to help shape our culture, we source employee feedback through our Engagement Survey program, including several corporate pulse surveys.

The program provides every employee throughout the globe an opportunity to provide confidential feedback on key areas known to drive employee engagement, including their satisfaction with their managers, their work and the Company generally.

The program also measures our employees’ emotional commitment to NIKE as well as NIKE's culture of diversity, equity and inclusion.

We believe providing for growth and retention of our employees is essential in fostering such a culture and are dedicated to providing access to training programs and career development opportunities, including trainings on NIKE's values, history and business, trainings on developing leadership skills at all levels, tools and resources for managers and qualified tuition reimbursement opportunities.

In empowering our employees to help shape our culture, we source employee feedback through a variety of survey tools:

our annual Engagement Survey program, corporate pulse surveys and listening sessions.

These tools provide employees throughout the globe an opportunity to provide confidential feedback on key areas known to drive employee engagement, including their satisfaction with their managers, their work and the Company generally.

These tools also measure our employees' connection to NIKE's culture.

NIKE also provides multiple points of contact for employees to speak up if they experience something that does not align with our values or otherwise violates our workplace policies, even if they are uncertain what they observed or heard is a violation of company policy.

As part of our commitment to make a positive impact on our communities, we maintain a goal of investing 2% of our prior fiscal year's pre-tax income into global communities.

The focus of this investment continues to be inspiring kids to be active through play and sport as well as uniting and inspiring communities to create a better and more equitable future for all.

Our community investments are an important part of our culture in that we also support employees in giving back to community organizations through donations and volunteering, which are matched by the NIKE Foundation where eligible.

As part of our commitment to making a positive impact on our communities, we maintain a goal of investing 2% of our prior fiscal year's pre-tax income into global communities.

The focus of this investment continues to be inspiring youth to be active through play and sport as well as uniting and inspiring communities to create a better and more equitable future for all.

Our community investments are an important part of our culture, and we support employees in giving back to community organizations through volunteering and donations, which are matched by the NIKE Foundation where eligible.

EMPLOYEE BASE

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We also utilize independent contractors and temporary personnel to supplement our workforce.

None of our employees are represented by a union, except certain employees in the EMEA and APLA geographies are members of and/or represented by trade unions, as allowed or required by local law and/or collective bargaining agreements.

Most of our employees are not represented by unions, except for certain employees in the EMEA and APLA geographies who are members of and/or represented by trade unions, as allowed or required by local law and/or collective bargaining agreements.

Also, in some countries outside of the United States, local laws require employee representation by works councils (which may be entitled to information and consultation on certain subsidiary decisions) or by organizations similar to a union.

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DIVERSITY, EQUITY AND INCLUSION

Diversity, equity and inclusion ("DE&I") is a strategic priority for NIKE and we are committed to having an increasingly diverse team and culture.

We aim to foster an inclusive and accessible workplace through recruitment, development and retention of diverse talent with the goal of expanding representation across all dimensions of diversity over the long term.

We remain committed to the targets announced in fiscal 2021 for the Company to work toward by fiscal 2025, including increasing representation of women in our global corporate workforce and leadership positions, as well as increasing representation of U.S.

racial and ethnic minorities in our U.S.

corporate workforce and at the Director level and above.

We continue to enhance our efforts to recruit diverse talent through our traditional channels and through initiatives, such as partnerships with athletes and sports-related organizations to create apprenticeship programs and new partnerships with organizations, colleges and universities that serve diverse populations.

Additionally, we are prioritizing DE&I education so that all NIKE employees and leaders have the cultural awareness and understanding to lead inclusively and build diverse and inclusive teams.

Diversity, equity and inclusion ("DE&I") is a strategic priority for NIKE and we are committed to having an inclusive and diverse team and culture.

We aim to foster an inclusive and accessible workplace through recruitment, development and retention of talent from diverse experiences and backgrounds with the goal of expanding representation across all dimensions of diversity over the long term.

We remain committed to the targets announced in fiscal 2021 for the Company to work toward by fiscal 2025, including diverse representation in our corporate workforce and leadership positions.

We continue our efforts to recruit talent through our traditional channels and through initiatives, such as partnerships with athletes and sports-related organizations to create apprenticeship programs and new partnerships with organizations, colleges and universities that serve diverse populations.

Additionally, we are prioritizing DE&I education so that all NIKE employees and leaders have the cultural knowledge and understanding to lead inclusively and build diverse and inclusive teams.

We also have Employee Networks, collectively known as NikeUNITED, representing various employee groups.

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We have committed to investments that aim to address racial inequality and improve diversity and representation in our communities.

We also are leveraging our global scale to accelerate business diversity, including investing in business training programs for women and increasing the proportion of services supplied by minority-owned businesses.

We also are leveraging our global scale to support business diversity among the businesses with which we work.

COMPENSATION AND BENEFITS

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Our initiatives in this area include:

• We are committed to competitive pay and to reviewing our pay and promotion practices annually.

• We are committed to competitive pay, pay equity and to reviewing our pay and promotion practices annually.

• We have an annual company bonus plan and a retail-focused bonus plan applicable to all eligible employees.

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• We provide all employees and their families globally with free and confidential visits with a mental health counselor through a third-party provider and our global Employee Assistance Program (EAP).

• We provide support to our employees in a variety of ways during times of crisis, including pay continuity under certain circumstances, our natural disaster assistance program, and ongoing support for challenges related to the COVID-19 pandemic.

• We provide a hybrid work approach for the majority of employees, as well as a Four Week Flex, which provides employees an opportunity to work from a location of their choice for up to four weeks per year.

• We provide support to our employees in a variety of ways during times of crisis, including pay continuity under certain circumstances, and our natural disaster assistance program.

• We provide a hybrid work approach for the majority of employees, as well as a Four Week Flex program, which provides employees an opportunity to work remotely for up to four weeks per year.

• We offer a Well-Being Week where we close our corporate offices for a full week in the summer and Well-Being Days for our teammates in our retail stores and distribution centers, and encourage our teammates to focus on their well-being.

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as of July 25, 2024, are as follows:

Parker , Executive Chairman — Mr.

Parker, 67, is Executive Chairman of the Board of Directors and served as President and Chief Executive Officer from 2006 - January 2020.

He has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing and brand management.

Parker was appointed divisional Vice President in charge of product development in 1987, corporate Vice President in 1989, General Manager in 1993, Vice President of Global Footwear in 1998 and President of the NIKE Brand in 2001.

Donahoe II , President and Chief Executive Officer — Mr.

Donahoe, 63, was appointed President and Chief Executive Officer in January 2020 and has been a director since 2014.

He brings expertise in digital commerce, technology and global strategy.

He previously served as President and Chief Executive Officer at ServiceNow, Inc.

Prior to joining ServiceNow, Inc., he served as President and Chief Executive Officer of eBay, Inc.

He also held leadership roles at Bain & Company for two decades.

Mark Parker , Executive Chairman — Mr.

Parker, 68, joined NIKE in 1979, is Executive Chairman of the Board of Directors and served as President and Chief Executive Officer of NIKE, Inc.

from 2006 to 2020.

During his employment with NIKE, he has had primary responsibilities in product research, design and development, marketing and brand management.

Parker previously served in various roles at NIKE including President of the NIKE Brand, Vice President of Global Footwear, General Manager, corporate Vice President and divisional Vice President in charge of product development.

John Donahoe II , President and Chief Executive Officer — Mr.

Donahoe, 64, joined NIKE in 2014 as a member of the Board of Directors and has served as President and Chief Executive Officer of NIKE, Inc.

since January 2020.

He is responsible for NIKE’s global business portfolio, which includes the NIKE, Jordan and Converse brands.

Prior to joining NIKE, Mr.

Donahoe was the President and Chief Executive Officer of ServiceNow, Inc.

from 2017 to 2020 and, prior to that, the President and Chief Executive Officer of eBay Inc.

Earlier in his career, he worked for Bain & Company for nearly two decades, becoming the firm’s President and Chief Executive Officer in 1999.

Matthew Friend , Executive Vice President and Chief Financial Officer — Mr.

Friend, 45, joined NIKE in 2009 and leads the Company's finance, demand & supply management, procurement and global places & services organizations.

He joined NIKE as Senior Director of Corporate Strategy and Development, and was appointed Chief Financial Officer of Emerging Markets in 2011.

Friend was appointed Chief Financial Officer of Global Categories, Product and Functions, and was subsequently appointed Chief Financial Officer of the NIKE Brand in 2016.

He was also appointed Vice President of Investor Relations in 2019.

Friend was appointed as Executive Vice President and Chief Financial Officer of NIKE, Inc.

in April 2020.

Prior to joining NIKE, he worked in the financial industry including roles as VP of investment banking and mergers and acquisitions at Goldman Sachs and Morgan Stanley.

Matheson , Executive Vice President, Chief Human Resources Officer — Ms.

Matheson, 56, joined NIKE in 1998, with primary responsibilities in the human resources function.

She was appointed as Vice President and Senior Business Partner in 2011 and Vice President, Chief Talent and Diversity Officer in 2012.

Matheson was appointed Executive Vice President, Global Human Resources in 2017.

Miller , Executive Vice President, Chief Legal Officer — Ms.

Miller, 49, joined NIKE in 2007 and serves as EVP, Chief Legal Officer for NIKE, Inc.

Friend, 46, joined NIKE in 2009 and has served as Executive Vice President and Chief Financial Officer of NIKE, Inc.

since 2020, and leads the Company's finance, demand and supply management, procurement and global places and services organizations.

Friend previously served in various roles at NIKE including as Vice President of Investor Relations and Chief Financial Officer of the NIKE Brand.

Prior to joining NIKE, Mr.

Friend worked in the financial industry, including as Vice President in the investment banking and mergers and acquisitions groups at Goldman Sachs and Morgan Stanley.

Monique Matheson , Executive Vice President, Chief Human Resources Officer — Ms.

Matheson, 57, joined NIKE in 1998 and has served as Executive Vice President, Chief Human Resources Officer of NIKE, Inc.

since 2017, overseeing and driving the Company’s strategic global Human Resources strategy.

In this role, Ms.

Matheson leads through the lens of people — managing functions including recruitment, succession planning, learning and career development, diversity and inclusion, organizational effectiveness, employee engagement, pay and benefits and people solutions.

Previously, Ms.

Matheson has held roles including Vice President, Chief Talent and Diversity Officer and Vice President, Senior Human Resources Business Partner for North America, Global Product Creation (Footwear, Apparel and Equipment), Global Finance and NIKE, Inc.

Prior to joining NIKE, Ms.

Matheson practiced employment law.

Ann Miller , Executive Vice President, Chief Legal Officer — Ms.

Miller, 50, joined NIKE in 2007 and has served as Executive Vice President, Chief Legal Officer of NIKE, Inc.

In her capacity as Chief Legal Officer, she oversees all legal, compliance, government & public affairs, social community impact, security, resilience and investigation matters of the Company.

For the past six years, she served as Vice President, Corporate Secretary and Chief Ethics & Compliance Officer.

She previously served as Converse's General Counsel, and brings more than 20 years of legal and business expertise to her role.

Previously, Ms.

Miller served as Vice President, Corporate Secretary from 2017 to 2022.

Miller has also previously held other roles in the NIKE legal department, including Chief Ethics & Compliance Officer and Converse's General Counsel.

Prior to joining NIKE, Ms.

Miller worked at the law firm Sullivan & Cromwell.

Heidi O'Neill , President, Consumer, Brand & Product — Ms.

O'Neill, 58, joined NIKE in 1998 and leads the integration of global Men's, Women's & Kids' consumer teams, the entire global product engine and global brand marketing and sports marketing to build deep storytelling, relationships and engagement with the brand.

Since joining NIKE, she has held a variety of key roles, including leading NIKE's marketplace and four geographic operating regions, leading NIKE Direct and accelerating NIKE's retail and digital-commerce business and creating and leading NIKE's Women’s business.

Prior to NIKE, Ms.

O'Neill held roles at Levi Strauss & Company and Foote, Cone & Belding.

Miller worked at the law firm Sullivan & Cromwell LLP.

Miller brings more than 25 years of legal and business expertise to her role.

Heidi O'Neill , President, Consumer, Product & Brand — Ms.

O'Neill, 59, joined NIKE in 1998 and has served as President, Consumer, Product & Brand of NIKE, Inc.

In this role, Ms.

O’Neill leads the integration of the global Men's, Women's & Kids' consumer teams, the entire global product engine and global brand marketing and sports marketing to build deep storytelling, relationships and engagement with the brand.

Most recently, Ms.

O’Neill has also served as President, Consumer and Marketplace from 2020 to 2023 and President, Direct to Consumer from 2016 to 2020.

Since joining NIKE, she has held a variety of key roles, including leading NIKE's marketplace and four geographic operating regions, leading NIKE Direct and NIKE's retail and digital-commerce business and creating and leading NIKE's Women’s business.

Prior to joining NIKE, Ms.

O'Neill held roles at Levi Strauss & Company and was a Vice President at Foote, Cone & Belding.

Craig Williams , President, Geographies & Marketplace — Mr.

Williams, 54, joined NIKE in 2019 and leads NIKE's four geographies and marketplace across the NIKE Direct and wholesale business.

In addition, he leads the Supply Chain and Logistics organization.

Williams joined NIKE as President of Jordan Brand overseeing a team of designers, product developers, marketers and business leaders.

Prior to NIKE, he was Senior Vice President, The Coca-Cola Co., and President of The McDonald's Division (TMD) Worldwide.

Williams has also held roles at CIBA Vision and Kraft Foods Inc., and served five years in the U.S.

Williams, 55, joined NIKE in 2019 and has served as President, Geographies & Marketplace of NIKE, Inc.

In this role, Mr.

Williams leads NIKE's four geographic operating units, the global direct to consumer business and wholesale marketplace partnerships.

In addition, Mr.

Williams leads the NIKE Supply Chain and Logistics organization.

Williams previously served as President of Jordan Brand from 2019 to June 2023, overseeing the global business and team of designers, footwear and apparel developers, marketers and geography leaders.

Prior to joining NIKE, Mr.

Williams held executive leadership positions at The Coca-Cola Company as well as roles at CIBA Vision, a subsidiary of Novartis AG, and Kraft Foods Inc.

Williams also served five years in the U.S.

Navy as a Naval Nuclear Power Officer.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business