《耐克公司（NIKE）2024财年10-K年度报告（英文版）（106页）.pdf》由会员分享，可在线阅读，更多相关《耐克公司（NIKE）2024财年10-K年度报告（英文版）（106页）.pdf（106页珍藏版）》请在三个皮匠报告上搜索。

1、FORM 10-KFORM 10-K4 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED MAY 31,2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXC

2、HANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO .Commission File No.1-10635 NIKE,Inc.(Exact name of Registrant as specified in its charter)Oregon93-0584541(State or other jurisdiction of incorporation)(IRS Employer Identification No.)One Bowerman Drive,Beaverton,Oregon 97005-6453(Address of princ

3、ipal 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)SECURITIES REGIST

4、ERED PURSUANT TO SECTION 12(G)OF THE ACT:NONEIndicate by check mark:YesNoif the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.whether the registrant(1)has fil

5、ed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.whether the regist

6、rant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).whether the registrant is a large acc

7、elerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerA

8、ccelerated filer Non-accelerated filer Smaller reporting company Emerging growth company if an emerging growth company,if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the

9、 Exchange Act.whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issue

10、d its audit report.if securities are registered pursuant to Section 12(b)of the Act,whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.whether any of those error corrections are restatements that requ

11、ired a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).As of November 30,2023,the aggregate market value

12、s of the Registrants Common Stock held by non-affiliates were:Class A$7,404,327,478 Class B 133,466,945,242$140,871,272,720 As of July 10,2024,the number of shares of the Registrants Common Stock outstanding were:Class A 297,897,252 Class B 1,201,461,692 1,499,358,944 DOCUMENTS INCORPORATED BY REFER

13、ENCE:Parts of Registrants Proxy Statement for the Annual Meeting of Shareholders to be held on September 10,2024,are incorporated by reference into Part III of this report.NIKE,INC.ANNUAL REPORT ON FORM 10-KTABLE OF CONTENTSPAGEPART I1ITEM1.Business1General1Products1Sales and Marketing2Our Markets2S

14、ignificant Customer3Product Research,Design and Development3Manufacturing3International Operations and Trade4Competition5Trademarks and Patents5Human Capital Resources6Available Information and Websites7Information about our Executive Officers8ITEM1A.Risk Factors9ITEM1B.Unresolved Staff Comments25IT

15、EM1C.Cybersecurity25ITEM 2.Properties26ITEM 3.Legal Proceedings26ITEM 4.Mine Safety Disclosures26PART II27ITEM5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities27ITEM 6.Reserved29ITEM 7.Managements Discussion and Analysis of Financial Conditi

16、on and Results of Operations30ITEM7A.Quantitative and Qualitative Disclosures about Market Risk51ITEM 8.Financial Statements and Supplementary Data53ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure92ITEM9A.Controls and Procedures92ITEM9B.Other Information92

17、ITEM9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections92PARTIII93(Except for the information set forth under“Information about our Executive Officers”in Item 1 above,Part III is incorporated by reference from the Proxy Statement for the NIKE,Inc.2024 Annual Meeting of Shareholder

18、s.)ITEM10.Directors,Executive Officers and Corporate Governance93ITEM11.Executive Compensation93ITEM12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93ITEM13.Certain Relationships and Related Transactions and Director Independence93ITEM14.Principal Acc

19、ountant Fees and Services93PARTIV94ITEM15.Exhibits and Financial Statement Schedules94ITEM16.Form 10-K Summary98Signatures100 PART IITEM 1.BUSINESSGENERALNIKE,Inc.was incorporated in 1967 under the laws of the State of Oregon.As used in this Annual Report on Form 10-K(this Annual Report),the terms w

20、e,us,our,NIKE and the Company refer to NIKE,Inc.and its predecessors,subsidiaries and affiliates,collectively,unless the context indicates otherwise.Our principal business activity is the design,development and worldwide marketing and selling of athletic footwear,apparel,equipment,accessories and se

21、rvices.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)and to wholesale accounts,which incl

22、ude 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.Nearly all of our products are manufactured by independent contractors.Nearly all footwear and

23、apparel products are manufactured outside the United States,while equipment products are manufactured both in the United States and abroad.All references to fiscal 2025,2024,2023,2022 and 2021 are to NIKE,Inc.s fiscal years ended May 31,2025,2024,2023,2022 and 2021,respectively.Any references to oth

24、er fiscal years refer to a fiscal year ending on May 31 of that year.PRODUCTSOur NIKE Brand product offerings are aligned around our consumer construct focused on Mens,Womens and Kids.We also design products specifically for the Jordan Brand and Converse.We believe this approach allows us to create

25、products that better meet individual consumer needs while accelerating our largest growth opportunities.NIKEs athletic footwear products are designed primarily for specific athletic use,although a large percentage of the products are worn for casual or leisure purposes.We place considerable emphasis

26、 on innovation and high-quality construction in the development and manufacturing of our products.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 athl

27、etic 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.We often market footwear,apparel and accessories in collections of similar use or by categor

28、y.We also market apparel with licensed college and professional team and league logos.We sell a line of performance equipment and accessories under the NIKE Brand name,including bags,socks,sport balls,eyewear,timepieces,digital devices,bats,gloves,protective equipment and other equipment designed fo

29、r sports activities.We also sell small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary,NIKE IHM,Inc.,doing business as Air Manufacturing Innovation.Our Jordan Brand designs,distributes and licenses athletic and casual footwear,apparel and accessories pr

30、edominantly focused on basketball performance and culture using the Jumpman trademark.Sales and operating results for Jordan Brand products are reported within the respective NIKE Brand geographic operating segments.Our wholly-owned subsidiary brand,Converse,headquartered in Boston,Massachusetts,des

31、igns,distributes and licenses casual sneakers,apparel and accessories under the Converse,Chuck Taylor,All Star,One Star,Star Chevron and Jack Purcell trademarks.Operating results of the Converse brand are reported on a stand-alone basis.In addition to the products we sell to our wholesale customers

32、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.We also o

33、ffer interactive consumer services and experiences as well as digital products through our digital platforms,including fitness and activity apps;sport,fitness and wellness content;and digital services and features in retail stores that enhance the consumer experience.2024 FORM 10-K 1 SALES AND MARKE

34、TINGWe experience moderate fluctuations in aggregate sales volume during the year.Historically,revenues in the first and fourth fiscal quarters have slightly exceeded those in the second and third fiscal quarters.However,the mix of product sales may vary considerably as a result of changes in season

35、al 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 ch

36、anging 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 pre

37、ferences through extensive marketing.Failure to respond in a timely and adequate manner could have a material adverse effect on our sales and profitability.This is a continuing risk.Refer to Item 1A.Risk Factors.OUR MARKETSWe report our NIKE Brand operations based on our internal geographic organiza

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

39、a Pacific&Latin America(APLA),and include results for the NIKE and Jordan brands.Sales through our NIKE Direct operations are managed within each geographic operating segment.Converse is also a reportable operating segment and operates predominately in one industry:the design,marketing,licensing and

40、 selling of casual sneakers,apparel and accessories.Converse direct to consumer operations,including digital commerce,are reported within the Converse operating segment results.UNITED STATES MARKETFor fiscal 2024,NIKE Brand and Converse sales in the United States accounted for approximately 42%of to

41、tal revenues,compared to 43%and 40%for fiscal 2023 and fiscal 2022,respectively.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 whol

42、esale accounts.In the United States,we utilize NIKE sales offices to solicit such sales.During fiscal 2024,our three largest United States customers accounted for approximately 21%of sales in the United States.Our NIKE Direct and Converse direct to consumer operations sell our products to consumers

43、through various digital platforms.In addition,our NIKE Direct and Converse direct to consumer operations sell products through the following number of retail stores in the United States:U.S.RETAIL STORESNUMBERNIKE Brand factory stores 211 NIKE Brand in-line stores(including employee-only stores)85 C

44、onverse stores(including factory stores)81 TOTAL 377 In the United States,NIKE has eight significant distribution centers.Refer to Item 2.Properties for additional information.2 NIKE,INC.INTERNATIONAL MARKETSFor fiscal 2024,non-U.S.NIKE Brand and Converse sales accounted for approximately 58%of tota

45、l revenues,compared to 57%and 60%for fiscal 2023 and fiscal 2022,respectively.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

46、 ship products from 68 distribution centers outside of the United States.Refer to Item 2.Properties for additional information on distribution facilities outside of the United States.During fiscal 2024,NIKEs three largest customers outside of the United States accounted for approximately 15%of total

47、 non-U.S.sales.In addition to NIKE-owned and Converse-owned digital commerce platforms in over 40 countries,our NIKE Direct and Converse direct to consumer businesses operate the following number of retail stores outside the United States:NON-U.S.RETAIL STORESNUMBERNIKE Brand factory stores 561 NIKE

48、 Brand in-line stores(including employee-only stores)53 Converse stores(including factory stores)54 TOTAL 668 SIGNIFICANT CUSTOMERNo customer accounted for 10%or more of our consolidated net Revenues during fiscal 2024.PRODUCT RESEARCH,DESIGN AND DEVELOPMENTWe believe our research,design and develop

49、ment efforts are key factors in our success.Technical innovation in the design and manufacturing process of footwear,apparel and athletic equipment receives continued emphasis as we strive to produce products that help to enhance athletic performance,reduce injury and maximize comfort,while decreasi

50、ng our environmental impact.In addition to our own staff of specialists in the areas of biomechanics,chemistry,exercise physiology,engineering,digital technologies,industrial design,sustainability and related fields,we also utilize research committees and advisory boards made up of athletes,coaches,

51、trainers,equipment managers,orthopedists,podiatrists,physicians and other experts who consult with us and review certain designs,materials and concepts for product and manufacturing,design and other process improvements and compliance with product safety regulations around the world.Employee athlete

52、s,athletes engaged under sports marketing contracts and other athletes wear-test and evaluate products during the design and development process.As we continue to develop new technologies,we are simultaneously focused on the design of innovative products and experiences incorporating such technologi

53、es throughout our product categories and consumer applications.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

54、,ZoomX,Air Max,and React technologies,among others,typifies our dedication to designing innovative products.MANUFACTURINGNearly all of our footwear and apparel products are manufactured outside the United States by independent contract manufacturers(contract manufacturers),many of which operate mult

55、iple 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.As of May 31,2024,we had 169 strategic Tier 2 suppliers.As of May 31,2024,our contract manufacturers operated

56、 96 finished goods footwear factories located in 11 countries.For fiscal 2024,NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers,many of which operate multiple factories.The largest single finished goods footwear factory accounted for approximately 9%of total fiscal 20

57、24 NIKE Brand footwear production.For fiscal 2024,factories in Vietnam,Indonesia and China manufactured approximately 50%,27%and 18%of total NIKE Brand footwear,respectively.For fiscal 2024,four footwear contract manufacturers each accounted for greater than 10%of footwear production and in the aggr

58、egate accounted for approximately 57%of NIKE Brand footwear production.As of May 31,2024,our contract manufacturers operated 285 finished goods apparel factories located in 33 countries.For fiscal 2024,NIKE Brand apparel finished goods were manufactured by 68 contract manufacturers,many of which ope

59、rate multiple factories.The largest single finished goods apparel factory accounted for approximately 9%of total fiscal 2024 NIKE Brand apparel production.For fiscal 2024,factories in Vietnam,China and Cambodia manufactured approximately 28%,16%and 15%2024 FORM 10-K 3 of total NIKE Brand apparel,res

60、pectively.For fiscal 2024,one apparel contract manufacturer accounted for more than 10%of apparel production,and the top five contract manufacturers in the aggregate accounted for approximately 51%of NIKE Brand apparel production.NIKEs contract manufacturers buy raw materials for the manufacturing o

61、f our footwear,apparel and equipment products.Most raw materials are available and purchased by those contract manufacturers in the countries where manufacturing takes place.The principal materials used in our footwear products are natural and synthetic rubber,plastic compounds,foam cushioning mater

62、ials,natural and synthetic leather,nylon,polyester and natural fiber textiles,as well as polyurethane films used to make NIKE Air-Sole cushioning components.During fiscal 2024,Air Manufacturing Innovation,a wholly-owned subsidiary,with facilities near Beaverton,Oregon,in Dong Nai Province,Vietnam,an

63、d St.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);special

64、ized performance fabrics designed to efficiently wick moisture away from the body,retain heat and repel rain and/or snow;and plastic and metal hardware.From time to time,certain materials used in the production of our products experience periods of high demand,shortages and price volatility.In fisca

65、l 2024,contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products.Refer to Item 1A.Risk Factors,for additional discussion of the impact of sourcing risks on our business.Since 1972,Sojitz Corporation of America(Sojitz America),a lar

66、ge Japanese trading company and the sole owner of our redeemable preferred stock,has performed import-export financing services for us.INTERNATIONAL OPERATIONS AND TRADEOur international operations and sources of supply are subject to the usual risks of doing business abroad,such as the implementati

67、on of,or potential changes in,foreign and domestic trade policies,increases in import duties,anti-dumping measures,quotas,safeguard measures,trade restrictions,restrictions on the transfer of funds and,in certain parts of the world,political tensions,instability,conflicts,nationalism and terrorism,a

68、nd resulting sanctions and other measures imposed in response to such issues.We have not,to date,been materially affected by any such risk but cannot predict the likelihood of such material effects occurring in the future.In recent years,uncertain global and regional economic and political condition

69、s have affected international trade and increased protectionist actions around the world.These trends are affecting many global manufacturing and service sectors,and the footwear and apparel industries,as a whole,are not immune.Companies in our industry are facing trade protectionism in many differe

70、nt regions,and,in nearly all cases,we are working together with industry groups to address trade issues and reduce the impact to the industry,while observing applicable competition laws.Notwithstanding our efforts,protectionist measures have resulted in increases in the cost of our products,and addi

71、tional measures,if implemented,could adversely affect sales and/or profitability for NIKE,as well as the imported footwear and apparel industry as a whole.We monitor protectionist trends and developments throughout the world that may materially impact our industry,and we engage in administrative and

72、 judicial processes to mitigate trade restrictions.We are actively monitoring actions that may result in additional anti-dumping measures and could affect our industry.We are also monitoring for and advocating against other impediments that may limit or delay customs clearance for imports of footwea

73、r,apparel and equipment.NIKE also advocates for trade liberalization for footwear and apparel in a number of bilateral and multilateral free trade agreements.Changes in,and responses to,U.S.trade policies,including the imposition of tariffs or penalties on imported goods or retaliatory measures by o

74、ther countries,have negatively affected,and could in the future negatively affect,U.S.corporations,including NIKE,with business operations and/or consumer markets in those countries,which could also make it necessary for us to change the way we conduct business,either of which may have an adverse ef

75、fect on our business,financial condition or our results of operations.In addition,with respect to proposed trade restrictions,we work with a broad coalition of global businesses and trade associations representing a wide variety of sectors to help ensure that any legislation enacted and implemented(

76、i)addresses legitimate and core concerns,(ii)is consistent with international trade rules and(iii)reflects and considers domestic economies and the important role they may play in the global economic community.Where trade protection measures are implemented,we believe we have the ability to develop,

77、over a period of time,adequate alternative sources of supply for the products obtained from our present suppliers.If events prevented us from acquiring products from our suppliers in a particular country,our operations could be temporarily disrupted and we could experience an adverse financial impac

78、t.However,we believe we could abate any such disruption,and that much of the adverse impact on supply would,therefore,be of a short-term nature,although alternate sources of supply might not be as cost-effective and could have an ongoing adverse impact on profitability.4 NIKE,INC.Our international o

79、perations are also subject to compliance with the U.S.Foreign Corrupt Practices Act(the FCPA),and other anti-bribery laws applicable to our operations.We source a significant portion of our products from,and have important consumer markets,outside of the United States.We have an ethics and complianc

80、e program to address compliance with the FCPA and similar laws by us,our employees,agents,suppliers and other partners.Refer to Item 1A.Risk Factors for additional information on risks relating to our international operations.COMPETITIONThe athletic footwear,apparel and equipment industry is highly

81、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,inclu

82、ding adidas,Anta,ASICS,Deckers,Li Ning,lululemon athletica,New Balance,On,Puma,Under Armour and V.F.Corporation,among others.The intense competition and the rapid changes in technology and consumer preferences in the markets for athletic and leisure footwear and apparel and athletic equipment consti

83、tute significant risk factors in our operations.Refer to Item 1A.Risk Factors for additional information.NIKE is the largest seller of athletic footwear and apparel in the world.Important aspects of competition in this industry are:Product attributes such as quality;innovation and development;perfor

84、mance and reliability;new product style,and design;as well as consumer price/value.Consumer connection,engagement and affinity for brands and products,developed through marketing,promotion and digital experiences;social media interaction;customer support and service;identification with prominent and

85、 influential athletes,influencers,public figures,coaches,teams,colleges and sports leagues who endorse our brands and use our products and active engagement through sponsored sporting events and clinics.Effective sourcing and distribution of products,with attractive merchandising and presentation at

86、 retail,both in-store and on digital platforms.We believe that we are competitive in all of these areas.See Item 1A.Risk Factors,including the risk factor titled Our products,services and experiences face intense competition.TRADEMARKS AND PATENTSWe believe that our intellectual property rights are

87、important to our brand,our success and our competitive position.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 material

88、s,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.We consider our NIKE and Swoosh Design trademarks to be among our most val

89、uable assets and we have registered these trademarks in over 190 jurisdictions worldwide.In addition,we own many other trademarks that we use in marketing our products.Throughout the world,we own common law rights in the trade dress of several distinctive shoe designs and elements.For certain trade

90、dress,we have sought and obtained trademark registrations.We have copyright protection in our designs,graphics,software applications,digital goods and other original works.When appropriate,we also obtain registered copyrights.We file for,own and maintain many U.S.and foreign utility and design paten

91、ts protecting components,technologies,materials,manufacturing techniques,features,functionality,and industrial designs used in and for the manufacture of various athletic,performance,and leisure footwear and apparel,including physical and digital versions thereof,athletic equipment,and digital devic

92、es,and related software applications.These patents expire at various times.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

93、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 protectable and valuable.We also continue to

94、 vigorously protect and enforce our intellectual property,including trademarks,patents and trade secrets against third-party infringement and misappropriation.2024 FORM 10-K 5 HUMAN CAPITAL RESOURCESAt NIKE,we consider the strength and effective management of our workforce to be essential to the ong

95、oing success of our business.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 a talent pipeline that reflects our consumers,at

96、hletes and the communities we serve.CULTURE Each employee shapes NIKEs culture through behaviors and practices.This starts with our Maxims,which represent our core values and,along with our Code of Conduct,feature the fundamental behaviors that help anchor,inform and guide us and apply to all employ

97、ees.Our mission is to bring inspiration and innovation to every athlete in the world,which includes the belief that if you have a body,you are an athlete.We aim to do this by creating groundbreaking sport innovations,making our products more sustainably,building a creative and diverse global team,su

98、pporting the well-being of our employees and making a positive impact in communities where we live and work.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

99、our workplace culture.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 NIKEs values,history and business,trainings on developi

100、ng 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 l

101、istening 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

102、 to NIKEs 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 o

103、ur commitment to making a positive impact on our communities,we maintain a goal of investing 2%of our prior fiscal years 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 communitie

104、s 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 BASEAs of May 3

105、1,2024,we had approximately 79,400 employees worldwide,including retail and part-time employees.We also utilize independent contractors and temporary personnel to supplement our workforce.Most of our employees are not represented by unions,except for certain employees in the EMEA and APLA geographie

106、s 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 o

107、n certain subsidiary decisions)or by organizations similar to a union.In certain European countries,we are required by local law to enter into,and/or comply with,industry-wide or national collective bargaining agreements.NIKE has never experienced a material interruption of operations due to labor d

108、isagreements.DIVERSITY,EQUITY AND INCLUSIONDiversity,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

109、 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 a

110、nd 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 serv

111、e 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 em

112、ployee groups.6 NIKE,INC.Our DE&I focus extends beyond our workforce and includes our communities,which we support in a number of ways.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

113、scale to support business diversity among the businesses with which we work.COMPENSATION AND BENEFITS NIKEs total rewards are intended to be competitive and equitable,meet the diverse needs of our global teammates and reinforce our values.We are committed to providing comprehensive,competitive and e

114、quitable pay and benefits to our employees,and we have invested,and aim to continue to invest,in our employees through growth and development and holistic well-being initiatives.Our initiatives in this area include:We are committed to competitive pay,pay equity and to reviewing our pay and promotion

115、 practices annually.We have an annual company bonus plan and a retail-focused bonus plan applicable to all eligible employees.Both programs are focused on rewarding employees for company performance,which we believe reinforces our culture and rewards behaviors that support collaboration and teamwork

116、.We provide comprehensive family care benefits in the U.S.and globally where practicable,including family planning coverage,backup care and child/elder care assistance as well as an income-based childcare subsidy for eligible employees.Our Military Leave benefit provides up to 12 weeks of paid time

117、off every 12 months.We offer free access to our sport centers at our World Headquarters for our full-time employees and North America store employees.We provide employees free access to mindfulness and meditation resources,as well as live classes through our sport centers.We provide all employees an

118、d 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 circumstanc

119、es,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 fo

120、r 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.We provide inclusive family planning benefits and transgender healthcare coverage for eligible employees covered on the U.S.Health

121、Plan,including access to both restorative services and personal care.We provide all U.S.employees with unlimited free financial coaching through a third-party provider.Additional information related to our human capital strategy can be found in our FY23 NIKE,Inc.Impact Report,which is available on t

122、he Impact section of .Information contained on or accessible through our websites is not incorporated into,and does not form a part of,this Annual Report or any other report or document we file with the SEC,and any references to our websites are intended to be inactive textual references only.AVAILA

123、BLE INFORMATION AND WEBSITESOur NIKE digital commerce website is located at .On our NIKE corporate website,located at ,we post the following filings as soon as reasonably practicable after they are electronically filed with,or furnished to,the United States Securities and Exchange Commission(the SEC

124、):our annual report on Form 10-K,our quarterly reports on Form 10-Q,our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a)or 15(d)of the Securities and Exchange Act of 1934,as amended.Our proxy statements are also posted on our corporate webs

125、ite.All such filings on our corporate website are available free of charge.Copies of these filings are also available on the SECs website at www.sec.gov.Also available on our corporate website are the charters of the committees of our Board of Directors,as well as our corporate governance guidelines

126、 and code of ethics.Copies of any of these documents will be provided in print to any shareholder who submits a request in writing to NIKE Investor Relations,One Bowerman Drive,Beaverton,Oregon 97005-6453.Information contained on or accessible through our website is not incorporated into,and does no

127、t form a part of,this Annual Report or any other report or document we file with the SEC,and any references to our website are intended to be inactive textual references only.2024 FORM 10-K 7 INFORMATION ABOUT OUR EXECUTIVE OFFICERSThe executive officers of NIKE,Inc.as of July 25,2024,are as follows

128、: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 develo

129、pment,marketing and brand management.Mr.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 Chie

130、f 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 NIKEs global business portfolio,which includes the NIKE,Jordan and Converse brands.Prior to joining

131、 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 firms President and Chief Executive Officer

132、in 1999.Matthew Friend,Executive Vice President and Chief Financial Officer Mr.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 Companys finance,demand and supply management,procurement and global places and ser

133、vices organizations.Mr.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

134、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 Companys s

135、trategic 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 solutio

136、ns.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.Affiliates.Prior to joining NIKE,Ms.Ma

137、theson 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.since 2022.In her capacity as Chief Legal Officer,she oversees all legal,compliance,government&public af

138、fairs,social community impact,security,resilience and investigation matters of the Company.Previously,Ms.Miller served as Vice President,Corporate Secretary from 2017 to 2022.Ms.Miller has also previously held other roles in the NIKE legal department,including Chief Ethics&Compliance Officer and Con

139、verses General Counsel.Prior to joining NIKE,Ms.Miller worked at the law firm Sullivan&Cromwell LLP.Ms.Miller brings more than 25 years of legal and business expertise to her role.Heidi ONeill,President,Consumer,Product&Brand Ms.ONeill,59,joined NIKE in 1998 and has served as President,Consumer,Prod

140、uct&Brand of NIKE,Inc.since 2023.In this role,Ms.ONeill leads the integration of the global Mens,Womens&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.ONeill

141、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 NIKEs marketplace and four geographic operating regions,leading NIKE Direct and NIKEs retail and digital

142、-commerce business and creating and leading NIKEs Womens business.Prior to joining NIKE,Ms.ONeill held roles at Levi Strauss&Company and was a Vice President at Foote,Cone&Belding.Craig Williams,President,Geographies&Marketplace Mr.Williams,55,joined NIKE in 2019 and has served as President,Geograph

143、ies&Marketplace of NIKE,Inc.since 2023.In this role,Mr.Williams leads NIKEs 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.Mr.Williams previously served as Pr

144、esident 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 subsidi

145、ary of Novartis AG,and Kraft Foods Inc.Mr.Williams also served five years in the U.S.Navy as a Naval Nuclear Power Officer.8 NIKE,INC.ITEM 1A.RISK FACTORSSpecial Note Regarding Forward-Looking Statements and Analyst ReportsCertain written and oral statements,other than purely historic information,in

146、cluding estimates,projections,statements relating to NIKEs business plans,objectives and expected operating or financial results and the assumptions upon which those statements are based,made or incorporated by reference from time to time by NIKE or its representatives in this Annual Report,other re

147、ports,filings with the SEC,press releases,conferences or otherwise,are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934,as amended.Forward-looking statements include,without limitation,any sta

148、tement that may predict,forecast,indicate or imply future results,performance or achievements,and may contain the words believe,anticipate,expect,estimate,project,will be,will continue,will likely result or words or phrases of similar meaning.Forward-looking statements involve risks and uncertaintie

149、s which may cause actual results to differ materially from the forward-looking statements.The risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC,including reports filed on Forms 8-K,10-Q and 10-K,and include,among others,the following:risks relating to our m

150、ulti-year enterprise initiative,including the risk that NIKE is not able to identify opportunities to deliver anticipated cost savings,risks related to any delays in the timing for implementing the initiative or potential disruptions to NIKEs business or operations as it executes on the initiative,a

151、nd other factors that may cause NIKE to be unable to achieve the expected benefits of the initiative;intense competition among designers,marketers,distributors and sellers of athletic or leisure footwear,apparel and equipment for consumers and endorsers;NIKEs ability to successfully innovate and com

152、pete in various categories;new product development and innovation;demographic changes;changes in consumer preferences and channel mix;popularity of particular designs,categories of products and sports;seasonal and geographic demand for NIKE products;difficulties in anticipating or forecasting,and re

153、sponding to changes in consumer preferences,consumer demand for NIKE products,changes in channel mix and the various market factors described above;the size and growth of the overall athletic or leisure footwear,apparel and equipment markets;international,national and local political,civil,economic

154、and market conditions,including high and increasing inflation and interest rates;our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets,including sustainable product offerings;difficulties in implementing,operating and maintaining NIKEs increas

155、ingly complex information technology systems and controls,including,without limitation,the systems related to demand and supply planning and inventory control;interruptions in data and information technology systems;consumer data security;fluctuations and difficulty in forecasting operating results,

156、including,without limitation,the fact that advance orders may not be indicative of future revenues due to changes in shipment timing,the changing mix of orders with shorter lead times,and discounts,order cancellations and returns;the ability of NIKE to sustain,manage or forecast its growth and inven

157、tories;the size,timing and mix of purchases of NIKEs products;increases in the cost of materials,labor and energy used to manufacture products;the ability to secure and protect trademarks,patents and other intellectual property;product performance and quality;customer service;adverse publicity and a

158、n 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 distributors and licensees;business disruptions;increased costs of freight and transport

159、ation to meet delivery deadlines;increases in borrowing costs due to any decline in NIKEs debt ratings;changes in business strategy or development plans;general risks associated with doing business outside of the United States,including,without limitation,exchange rate fluctuations,inflation,import

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

161、 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 negativ

162、e public perception with respect 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 Annual Re

163、port and 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 material non-public information or other confidential commercial information.Accordingly,shareholders should not assume

164、 that NIKE agrees with any statement or report issued by any analyst irrespective of the content of the statement or report.Furthermore,NIKE has a policy against confirming financial forecasts or projections issued by others.Thus,to the extent that reports issued by securities analysts contain any p

165、rojections,forecasts or opinions,such reports are not the responsibility of NIKE.Risk FactorsThe risks included here are not exhaustive.Other sections of this Annual Report may include additional factors which could adversely affect NIKEs business and financial performance.Moreover,NIKE operates in

166、a very competitive and rapidly changing environment.New risks emerge from time to time and it is not possible for management to predict all such risks,nor can it assess the impact of all such risks on NIKEs business or the extent to which any risk,or combination of risks,may cause actual results to

167、differ materially from those contained in any forward-looking statements.Given these risks and uncertainties,investors should not place undue reliance on forward-looking statements as a prediction of actual results.2024 FORM 10-K 9 Economic and Industry RisksGlobal economic conditions could have a m

168、aterial adverse effect on our business,operating results and financial condition.The uncertain state of the global economy,including sustained high levels of inflation and interest rates and the risk of a recession,continues to impact businesses around the world.If global economic and financial mark

169、et conditions deteriorate,the following factors,among others,could have a material adverse effect on our business,operating results and financial condition:Our sales are impacted by discretionary spending by consumers.Declines in consumer spending have in the past resulted in and may in the future r

170、esult in reduced demand for our products,increased inventories,reduced orders from retailers for our products,order cancellations,lower revenues,higher discounts and lower gross margins.In the future,we may be unable to access financing in the credit and capital markets at reasonable rates in the ev

171、ent we find it desirable to do so.We conduct transactions in various currencies,which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S.Dollar.Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies has h

172、ad and could continue to have a significant impact on our reported operating results and financial condition.Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain(such as cotton or petroleum derivatives)has had and could

173、in the future have a material adverse effect on our costs,gross margins and profitability.In addition,supply chain issues caused by factors including geopolitical conflicts and pandemics have impacted and may in the future impact the availability,pricing and timing for obtaining commodities and raw

174、materials.If retailers of our products experience declining revenues or experience difficulty obtaining financing to purchase our products,this could result in reduced orders for our products,order cancellations,late retailer payments,extended payment terms,higher accounts receivable,reduced cash fl

175、ows,greater expense associated with collection efforts and increased bad debt expense.In the past,certain retailers of our products have experienced severe financial difficulty,become insolvent and ceased business operations,and this could occur in the future,which could negatively impact the sale o

176、f our products to consumers.If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing to purchase raw materials or to finance capital equipment and other general working capital needs,it may result in delays or non-delivery of shipm

177、ents of our products.Our products,services and experiences face intense competition.NIKE is a consumer products company and the relative popularity of various sports and fitness activities and changing design trends affect the demand for our products,services and experiences.The athletic footwear,ap

178、parel and equipment industry is highly competitive both in the United States and worldwide.We compete with a significant number of athletic and leisure footwear companies,athletic and leisure apparel companies,sports equipment companies,private label brands offered by major retailers and various oth

179、er large companies that have diversified lines of athletic and leisure footwear,apparel and equipment.New competitors frequently enter the markets we serve.We also compete with other companies for the production capacity of contract manufacturers that produce our products.In addition,we and our cont

180、ract manufacturers compete with other companies and industries for raw materials used in our products.Our NIKE Direct operations,both through our digital commerce operations and retail stores,also compete with multi-brand retailers,which sell our products through their digital platforms and physical

181、 stores,and with digital commerce platforms.In addition,we compete with respect to the digital services and experiences we are able to offer our consumers,including fitness and activity apps;sport,fitness and wellness content and services;and digital services and features in retail stores that enhan

182、ce the consumer experience.Product offerings,product innovations and technologies,marketing expenditures(including expenditures for advertising and endorsements),pricing,costs of production,customer service,digital commerce platforms,digital services and experiences and social media presence are are

183、as of intense competition.These,in addition to ongoing rapid changes in technology(including marketing and advertising technology),a reduction in barriers to starting new footwear and apparel companies and an increase in the number of such companies(some of which may be able to react more nimbly to

184、changes in consumer preferences)and changes in consumer preferences in the markets for athletic and leisure footwear,apparel,and equipment,services and experiences,constitute significant risk factors in our operations.In addition,the competitive nature of retail,including shifts in the ways in which

185、 consumers shop,constitutes a risk factor implicating our NIKE Direct and wholesale operations.If we do not adequately and timely anticipate and respond to our competitors,our costs may increase,demand for our products may decline,possibly significantly,or we may need to reduce wholesale or suggeste

186、d retail prices for our products.10 NIKE,INC.Economic factors beyond our control,and changes in the global economic environment,including fluctuations in inflation and currency exchange rates,could result in lower revenues,higher costs and decreased margins and earnings.A majority of our products ar

187、e manufactured and sold outside of the United States,and we conduct purchase and sale transactions in various currencies,which creates exposure to the volatility of global economic conditions,including fluctuations in inflation and foreign currency exchange rates.Central banks deploy various strateg

188、ies to combat inflation,including increasing interest rates,which impact our borrowing costs.Government shutdowns or the risk of government shutdowns,as well as the impact or expected impact of elections,both in the United States and in other countries around the world,may also increase volatility.A

189、dditionally,there has been,and may continue to be,volatility in currency exchange rates that impact the U.S.Dollar value relative to other international currencies.Our international revenues and expenses generally are derived from sales and operations in foreign currencies,and these revenues and exp

190、enses are affected by currency fluctuations,specifically amounts recorded in foreign currencies and translated into U.S.Dollars for consolidated financial reporting,as weakening of foreign currencies relative to the U.S.Dollar adversely affects the U.S.Dollar value of the Companys foreign currency-d

191、enominated sales and earnings.Currency exchange rate fluctuations could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to finance.Foreign currency fluctuations have adversely affected a

192、nd could continue to have an adverse effect on our results of operations and financial condition.We hedge certain foreign currency exposures to lessen and delay,but not to completely eliminate,the effects of foreign currency fluctuations on our financial results.Since the hedging activities are desi

193、gned to lessen volatility,they not only reduce the negative impact of a stronger U.S.Dollar or other trading currency,but they also reduce the positive impact of a weaker U.S.Dollar or other trading currency.Our future financial results have in the past been and could in the future be significantly

194、affected by the value of the U.S.Dollar in relation to the foreign currencies in which we conduct business.The degree to which our financial results are affected for any given time period will depend in part upon our hedging activities.We may be adversely affected by the financial health of our whol

195、esale customers.We extend credit to our customers based on an assessment of a customers financial condition,generally without requiring collateral.To assist in the scheduling of production and the shipping of our products,we offer certain customers the opportunity to place orders five to six months

196、ahead of delivery under our futures ordering program.These advance orders may be canceled under certain conditions,and the risk of cancellation increases when dealing with financially unstable retailers or retailers struggling with economic uncertainty.In the past,some customers have experienced fin

197、ancial difficulties up to and including bankruptcies,which have had an adverse effect on our sales,our ability to collect on receivables and our financial condition.When the retail economy weakens or as consumer behavior shifts,retailers tend to be more cautious with orders.A slowing or changing eco

198、nomy in our key markets,including a recession,could adversely affect the financial health of our customers,which in turn could have an adverse effect on our results of operations and financial condition.In addition,product sales are dependent in part on high quality merchandising and an appealing re

199、tail environment to attract consumers,which requires continuing investments by retailers.Retailers that experience financial difficulties may fail to make such investments or delay them,resulting in lower sales and orders for our products.Climate change and other sustainability-related matters,or le

200、gal,regulatory or market responses thereto,may have an adverse impact on our business and results of operations.There are concerns that increased levels of carbon dioxide and other greenhouse gases in the atmosphere have caused,and may continue to cause,potentially at a growing rate,increases in glo

201、bal temperatures,changes in weather patterns and increasingly frequent and/or prolonged extreme weather and climate events.Climate change may also exacerbate challenges relating to the availability and quality of water and raw materials,including those used in the production of our products,and may

202、result in changes in regulations or consumer preferences,which could in turn affect our business,operating results and financial condition.For example,there has been increased focus by governmental and non-governmental organizations,consumers,customers,employees and other stakeholders on products th

203、at are sustainably made and other sustainability matters,including responsible sourcing and deforestation,the use of plastic,energy and water,the recyclability or recoverability of packaging and materials transparency,any of which may require us to incur increased costs for additional transparency,d

204、ue diligence and reporting.In addition,federal,state or local governmental authorities in various countries are implementing,have proposed and are likely to continue to propose,legislative and regulatory initiatives to reduce or mitigate the impacts of climate change on the environment.Various count

205、ries and regions are following different approaches to the regulation of climate change,which could increase the complexity of,and potential cost related to complying with,such regulations.Any of the foregoing may require us to make additional investments in facilities and equipment,may impact the a

206、vailability and cost of key raw materials used in the production of our products or the demand for our products,and,in turn,may adversely impact our business,operating results and financial condition.Investors,regulators and other stakeholders are also increasingly scrutinizing companies environment

207、al,social and governance(“ESG”)commitments,performance and disclosures,including related to climate change,and in recent years have placed increasing importance on social costs and related implications of their investments.Additionally,organizations that provide 2024 FORM 10-K 11 information to inve

208、stors on corporate governance and related matters have developed ratings processes for evaluating companies on their respective approaches to ESG matters,which are increasingly being employed by investors,lenders,and customers to inform their investment,financing or purchasing decisions.Although we

209、have announced sustainability-related goals and targets,there can be no assurance that our stakeholders will agree with our strategies,and any perception,whether or not valid,that we have failed to achieve,or to act responsibly with respect to,such matters or to effectively respond to new or additio

210、nal legal or regulatory requirements regarding climate change,could result in adverse publicity and adversely affect our business and reputation.Execution of these strategies and achievement of our goals is subject to risks and uncertainties,many of which are outside of our control.These risks and u

211、ncertainties include,but are not limited to,our ability to execute our strategies and achieve our goals within the currently projected costs and the expected timeframes;the availability and cost of raw materials and renewable energy;unforeseen production,design,operational and technological difficul

212、ties;the outcome of research efforts and future technology developments,including the ability to scale projects and technologies on a commercially competitive basis such as carbon sequestration and/or other related processes;compliance with,and changes or additions to,global and regional regulations

213、,taxes,charges,mandates or requirements relating to greenhouse gas emissions,carbon costs or climate-related goals;adapting products to customer preferences and customer acceptance of sustainable supply chain solutions;and the actions of competitors and competitive pressures.As a result,there is no

214、assurance that we will be able to adequately meet stakeholder expectations,successfully execute our strategies or achieve our sustainability-related goals,which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business,results of operatio

215、ns and financial condition.Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition.Given the broad and global scope of our operations,we are particularly vulnerable to the physical risks of climate change,such as shifts in weather patter

216、ns.Extreme weather conditions in the areas in which our retail stores,suppliers,manufacturers,customers,distribution centers,offices,headquarters and vendors are located could adversely affect our operating results and financial condition.Moreover,natural disasters such as earthquakes,hurricanes,wil

217、dfires,tsunamis,floods or droughts,whether occurring in the United States or abroad,and their related consequences and effects,including energy shortages and public health issues,have in the past temporarily disrupted,and could in the future disrupt,our operations,the operations of our vendors,manuf

218、acturers and other suppliers or have in the past resulted in,and in the future could result in,economic instability that may negatively impact our operating results and financial condition.In particular,if a natural disaster or severe weather event were to occur in an area in which we or our supplie

219、rs,manufacturers,employees,customers,distribution centers or vendors are located,our continued success would depend,in part,on the safety and availability of the relevant personnel and facilities and proper functioning of our or third parties computer,network,telecommunication and other systems and

220、operations.In addition,a natural disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products and could have an adverse impact on consumer spending,any of which could in turn result in negative point-of-sale trends for our merchandise.Furthe

221、r,climate change may increase both the frequency and severity of extreme weather conditions and natural disasters,which may affect our business operations,either in a particular region or globally,as well as the activities of our third-party vendors and other suppliers,manufacturers and customers.Th

222、e diversity of locations in which we operate,our operational size,disaster recovery and business continuity planning and our information technology systems and networks,including the Internet and third-party services(Information Technology Systems),may not be sufficient for all or for concurrent eve

223、ntualities.If we were to experience a local or regional disaster or other business continuity event or concurrent events,we could experience operational challenges,in particular depending upon how a local or regional event may affect our human capital across our operations or with regard to particul

224、ar aspects of our operations,such as key executive officers or personnel.For example,our World Headquarters is located in a seismic zone,which is at a higher risk for earthquakes and the related consequences or effects.Further,if we are unable to find alternative suppliers,replace capacity at key ma

225、nufacturing or distribution locations or quickly repair damage to our Information Technology Systems or supply systems,we could be late in delivering,or be unable to deliver,products to our customers.These events could result in reputational damage,lost sales,cancellation charges or markdowns,all of

226、 which could have an adverse effect on our business,results of operations and financial condition.Our financial condition and results of operations have been,and could in the future be,adversely affected by a pandemic,epidemic or other public health emergency.Pandemics,including the COVID-19 pandemi

227、c,and other public health emergencies,and preventative measures taken to contain or mitigate such crises have caused,and may in the future cause,business slowdown or shutdown in affected areas and significant disruption in the financial markets,both globally and in the United States.These events hav

228、e led to and could again lead to adverse impacts to our global supply chain,factory cancellation costs,store closures,and a decline in retail traffic and discretionary spending by consumers and,in turn,materially impact our business,sales,financial condition and results of operations as well as caus

229、e a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.We cannot predict whether,and to what degree,our sales,operations and financial results could in the future be affected by the pandemic and preventative measures.Risks presented by pandemics and other p

230、ublic health emergencies include,but are not limited to:Deterioration in economic conditions in the United States and globally,including the effect of prolonged periods of inflation on our consumers and vendors;12 NIKE,INC.Disruption to our distribution centers,contract manufacturers,finished goods

231、factories and other vendors,through the effects of facility closures,increased operating costs,reductions in operating hours,labor shortages,and real time changes in operating procedures,such as additional cleaning and disinfection procedures,which have had,and could in the future again have,a signi

232、ficant impact on our planned inventory production and distribution,including higher inventory levels or inventory shortages in various markets;Impacts to our distribution and logistics providers ability to operate,including labor and container shortages,and increases in their operating costs.These s

233、upply chain effects have had,and could in the future have,an adverse effect on our ability to meet consumer demand,including digital demand,and have in the past resulted in and could in the future result in extended inventory transit times and an increase in our costs of production and distribution,

234、including increased freight and logistics costs and other expenses;Decreased retail traffic as a result of store closures,reduced operating hours,social distancing restrictions and/or changes in consumer behavior;Reduced consumer demand for our products,including as a result of a rise in unemploymen

235、t rates,higher costs of borrowing,inflation and diminished consumer confidence;Cancellation or postponement of sports seasons and sporting events in multiple countries,and bans on large public gatherings,which have reduced and in the future could reduce consumer spending on our products and could im

236、pact the effectiveness of our arrangements with key endorsers;The risk that any safety protocols in NIKE-owned or affiliated facilities,including our offices,will not be effective or not be perceived as effective,or that any virus-related illnesses will be linked or alleged to be linked to such faci

237、lities,whether accurate or not;Incremental costs resulting from the adoption of preventative measures and compliance with regulatory requirements,including providing facial coverings and hand sanitizer,rearranging operations to follow social distancing protocols,conducting temperature checks,testing

238、 and undertaking regular and thorough disinfecting of surfaces;Bankruptcies or other financial difficulties facing our wholesale customers,which could cause them to be unable to make or delay making payments to us,or result in revised payment terms,cancellation or reduction of their orders;and Signi

239、ficant disruption of and volatility in global financial markets,which could have a negative impact on our ability to access capital in the future.We cannot reasonably predict the ultimate impact of any pandemic or public health emergency,including the extent of any adverse impact on our business,res

240、ults of operations and financial condition,which will depend on,among other things,the duration and spread of the pandemic or public health emergency,the impact of governmental regulations that have been,and may continue to be,imposed in response,the effectiveness of actions taken to contain or miti

241、gate the outbreak,the availability,safety and efficacy of vaccines,including against emerging variants of the infectious disease,and global economic conditions.Additionally,disruptions have in the past made it more challenging to compare our performance,including our revenue growth and overall profi

242、tability,across quarters and fiscal years,and could have this effect in the future.Any pandemic or public health emergency may also affect our business,results of operations or financial condition in a manner that is not presently known to us or that we currently do not consider to present significa

243、nt risks and may also exacerbate,or occur concurrently with,other risks discussed in this Item 1A.Risk Factors,any of which could have a material effect on us.Business and Operational RisksFailure to maintain our reputation,brand image and culture could negatively impact our business.Our iconic bran

244、ds have worldwide recognition,and our success depends on our ability to maintain and enhance our brand image and reputation.Maintaining,promoting and growing our brands will depend on our design and marketing efforts,including product innovation,product quality and advertising and consumer campaigns

245、.Our commitment to product innovation,quality and sustainability,and our continuing investment in design(including materials),marketing and sustainability measures may not have the desired impact on our brand image and reputation.In addition,our success in maintaining,extending and expanding our bra

246、nd image depends on our ability to adapt to a rapidly changing media and digital environment,including our reliance on social media,digital advertising networks,digital and advertising technology,and digital dissemination of advertising campaigns on our digital platforms and through our digital expe

247、riences and products.We could be adversely impacted if we fail to achieve any of these objectives.Our brand value also depends on our ability to maintain a positive consumer perception of our corporate integrity,purpose and brand culture.Negative claims or publicity involving us,our culture and valu

248、es,our products,services and experiences,consumer data,or any of our key employees,endorsers,sponsors,suppliers or partners could seriously damage our reputation and brand image,regardless of whether such claims are accurate.For example,while we require our suppliers of our products to operate their

249、 business in compliance with applicable laws and regulations,we do not control their practices.Negative publicity 2024 FORM 10-K 13 relating to a violation or an alleged violation of policies or laws by such suppliers could damage our brand image and diminish consumer trust in our brand.Further,our

250、reputation and brand image could be damaged as a result of our support of,association with or lack of support or disapproval of certain social causes and public personalities,as well as any decisions we make to continue to conduct,or change,certain of our activities in response to such consideration

251、s.Social media,which accelerates and potentially amplifies the scope of negative publicity,can increase the challenges of responding to negative claims.Adverse publicity about regulatory or legal action against us,or by us,could also damage our reputation and brand image,undermine consumer confidenc

252、e in us and reduce long-term demand for our products,even if the regulatory or legal action is unfounded or not material to our operations.If the reputation,culture or image of any of our brands is tarnished or if we receive negative publicity,then our sales,financial condition and results of operat

253、ions could be materially and adversely affected.If we are unable to anticipate consumer preferences and develop new products,we may not be able to maintain or increase our revenues and profits.Our success depends on our ability to identify,originate and define product trends as well as to anticipate

254、,gauge and react to changing consumer demands in a timely manner so that our product offerings evolve and are responsive to consumer demands.However,lead times for many of our products make it more difficult for us to respond rapidly to new or changing product trends or consumer preferences.All of o

255、ur products are subject to changing consumer preferences that cannot be predicted with certainty.Our new products may not receive consumer acceptance as consumer preferences could shift rapidly to different types of products or away from these types of products altogether,and our future success depe

256、nds in part on our ability to anticipate and respond to these changes.If we fail to anticipate accurately and respond to trends and shifts in consumer preferences by adjusting the mix of existing product offerings,developing new products,designs,styles and categories,and influencing sports and fitne

257、ss preferences through extensive marketing,we could experience lower sales,excess inventories or lower profit margins,any of which could have an adverse effect on our results of operations and financial condition.In addition,we market our products globally through a diverse spectrum of advertising a

258、nd promotional programs and campaigns,including social media and other digital advertising networks.If we do not successfully market our products,if advertising and promotional costs increase or if certain advertising networks are no longer available,these factors could have an adverse effect on our

259、 business,financial condition and results of operations.We rely on technical innovation and high-quality products to compete.Technical innovation and quality control in the design and manufacturing processes of footwear,apparel,equipment and other products and services are essential to the commercia

260、l success of our products and development of new products.Research and development play a key role in technical innovation.We rely upon specialists in the fields of biomechanics,chemistry,exercise physiology,engineering,digital technologies,industrial design,sustainability and related fields,as well

261、 as research committees and advisory boards made up of athletes,coaches,trainers,equipment managers,orthopedists,podiatrists and other experts to develop and test cutting-edge performance products.While we strive to produce products that help to enhance athletic performance and reduce injury and max

262、imize comfort,if we fail to introduce technical innovation in our products,consumer demand for our products could decline,and if we experience problems with the quality of our products(including the introduction of bias or inaccuracies in our products),we may incur substantial expense to remedy the

263、problems and loss of consumer confidence.Our enterprise initiative may not generate the intended benefits or projected cost savings we anticipate.In December 2023,we announced a multi-year enterprise initiative aimed at delivering cost savings and investing in future growth,accelerating innovation a

264、nd driving profitability.Areas of potential savings include simplifying our product assortment,increasing automation and use of technology,streamlining our organization and leveraging our scale to drive greater efficiency.Our ability to achieve the intended cost savings and goals associated with the

265、 enterprise initiative are subject to many estimates and assumptions,which may change during implementation and execution.For example,we may not be able to identify opportunities to deliver anticipated cost savings.Additionally,the timing of the cost savings associated with the enterprise initiative

266、 may be delayed.Further,we may also face disruptions to our business or operations as we execute on the initiative.Our business is affected by seasonality,which could result in fluctuations in our operating results.We experience moderate fluctuations in aggregate sales volume during the year.Histori

267、cally,revenues in the first and fourth fiscal quarters have slightly exceeded those in the second and third fiscal quarters.However,the mix of product sales may vary considerably from time to time or in the future as a result of strategic shifts in our business and seasonal or geographic demand for

268、particular types of footwear,apparel and equipment and in connection with the timing of significant sporting events,such as the NBA Finals,Olympics or the World Cup,among others.In addition,our customers may,and from time to time do,cancel orders,change delivery schedules or change the mix of produc

269、ts ordered with minimal notice.As a result,we may not be able to accurately predict our quarterly sales.Accordingly,our results of operations are likely to fluctuate significantly from period to period.This seasonality,along with other factors that are beyond our control,including economic condition

270、s,changes in consumer preferences,weather conditions,outbreaks of disease,social or political unrest,availability of import quotas,transportation disruptions and currency exchange rate fluctuations,has in the past adversely affected and could in the future adversely affect our business and cause our

271、 results of operations to fluctuate.Our operating margins are also sensitive to a number of additional factors that are beyond our control,including manufacturing and transportation costs,shifts in product sales 14mix and geographic sales trends,all of which we expect to continue.Results of operatio

272、ns in any period should not be considered indicative of the results to be expected for any future period.NIKE,INC.Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business.We establish relationships with professional athletes,sports teams and leagues,as

273、 well as other public figures,including artists,designers and influencers,to develop,evaluate and promote our products,as well as establish product authenticity with consumers.However,as competition in our industry has increased,the costs associated with establishing and retaining such sponsorships

274、and other relationships have increased,and competition to attract and retain high-quality endorsers has increased.If we are unable to negotiate new,or maintain our current,associations with professional athletes,sports teams and leagues,or other public figures,or to do so at a reasonable cost,we cou

275、ld lose the high visibility or on-field authenticity associated with our products,and we may be required to modify and substantially increase our marketing investments.As a result,our brands,net revenues,expenses and profitability could be harmed.Furthermore,if certain endorsers were to stop using o

276、ur products contrary to their endorsement agreements,our business could be adversely affected.In addition,actions taken or statements made by athletes,teams or leagues,or other endorsers,associated with our products or brand that harm the reputations of those athletes,teams or leagues,or endorsers,o

277、r our decisions to cease collaborating with certain endorsers in light of actions taken or statements made by them,have in the past harmed and could in the future seriously harm our brand image with consumers and,as a result,could have an adverse effect on our sales and financial condition.Poor or n

278、on-performance by our endorsers,a failure to continue to correctly identify promising athletes,public figures or sports organizations,to use and endorse our products and brand or a failure to enter into cost-effective endorsement arrangements with prominent athletes,public figures and sports organiz

279、ations could adversely affect our brand,sales and profitability.Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages,which could result in decreased operating margins,reduced cash flows and harm to our business.To meet anticipated demand for our prod

280、ucts,we purchase products from manufacturers outside of our futures ordering program and in advance of customer orders,which we hold in inventory and resell to customers.There is a risk we may be unable to sell excess products ordered from manufacturers.Inventory levels in excess of customer demand

281、may result in inventory write-downs,and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results,financial condition and cash flows.Conversely,if we underestimate consumer demand for our products or if our manufa

282、cturers fail to supply products we require at the time we need them,we may experience inventory shortages.Inventory shortages could delay shipments to customers,negatively impact retailer,distributor and consumer relationships and diminish brand loyalty.The difficulty in forecasting demand also make

283、s it difficult to estimate our future results of operations,financial condition and cash flows from period to period.A failure to accurately predict the level of demand for our products could adversely affect our net revenues and net income,and we are unlikely to forecast such effects with any certa

284、inty in advance.Our NIKE Direct operations have required and will continue to require a substantial investment and commitment of resources and are subject to numerous risks and uncertainties.Our NIKE Direct operations,including our retail stores and digital platforms,have required and will continue

285、to require significant investment.Our NIKE Direct stores have required and will continue to require substantial fixed investment in equipment and leasehold improvements and personnel.We have entered into substantial operating lease commitments for retail space.Certain stores have been designed and b

286、uilt to serve as high-profile venues to promote brand awareness and marketing activities and to integrate with our digital platforms.Because of their unique design and technological elements,locations and size,these stores require substantially more investment than other stores.Due to the high fixed

287、-cost structure associated with our NIKE Direct retail stores,a decline in sales,a shift in consumer behavior away from brick-and-mortar retail,or the closure,temporary or otherwise,or poor performance of individual or multiple stores could result in significant lease termination costs,write-offs of

288、 equipment and leasehold improvements and employee-related costs.Many factors unique to retail operations,some of which are beyond our control,pose risks and uncertainties.Risks include,but are not limited to:credit card fraud and theft in both our retail stores and on digital platforms;mismanagemen

289、t of existing retail channel partners;inability to manage costs associated with store construction and operation;and supply chain and inventory management.In addition,we have made significant investments in digital technologies and information systems for the digital aspect of our NIKE Direct operat

290、ions,and our digital offerings will require continued investment in the development and upgrading of our technology platforms.In order to deliver high-quality digital experiences,our digital platforms must be designed effectively and work well with a range of other technologies,systems,networks,and

291、standards that we do not control.We may not be successful in developing platforms that operate effectively with these technologies,systems,networks or standards.A growing portion of consumers access our NIKE Direct digital platforms,but in the event that it is more difficult for consumers to access

292、and use our digital platforms,consumers find that our digital platforms do not effectively meet their needs or expectations or consumers choose not to access or use our digital platforms or use devices that do not offer access to our platforms,the success of our 2024 FORM 10-K 15 NIKE Direct operati

293、ons could be adversely impacted.Our competitors may develop,or have already developed,digital experiences,features,content,services or technologies that are similar to ours or that achieve greater acceptance.We may not realize a satisfactory return on our investment in our NIKE Direct operations and

294、 managements attention from our other business opportunities could be diverted,which could have an adverse effect on our business,financial condition or results of operations.If the technology-based systems,applications and platforms that give our consumers the ability to shop or interact with us on

295、line do not function effectively,our operating results,as well as our ability to grow our digital commerce business globally or to retain our customer base,could be materially adversely affected.Many of our consumers shop with us through our digital platforms.Consumers frequently use mobile-based de

296、vices and applications to shop online with us and with our competitors,and to do comparison shopping,as well as to engage with us and our competitors through digital services and experiences that are offered on mobile platforms.We use social media and proprietary mobile applications to interact with

297、 our consumers and as a means to enhance their shopping experience.Any failure on our part to provide attractive,effective,reliable,secure and user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expec

298、tations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage,result in the loss of digital commerce and other sales,harm our reputation with consumers,have a material adverse impact on the growth of our digital comm

299、erce business globally and have a material adverse impact on our business and results of operations.In addition,as use of our digital platforms continues to grow,we will need an increasing amount of technical infrastructure to continue to satisfy our consumers needs.If we fail to continue to effecti

300、vely scale and adapt our digital platforms to accommodate increased consumer demand,our business may be subject to interruptions,delays or failures and consumer demand for our products and digital experiences could decline.Risks specific to our digital commerce business also include diversion of sal

301、es from our and our retailers brick and mortar stores,pricing pressure on our products,difficulty in recreating the in-store experience through direct channels and liability for online content.Our failure to successfully respond to these risks might adversely affect sales in our digital commerce bus

302、iness,as well as damage our reputation and brands.We rely significantly on information technology to operate our business,including our supply chain and retail operations,and any failure,inadequacy or interruption of that technology could harm our ability to effectively operate our business.We are h

303、eavily dependent on Information Technology Systems,across our supply chain,including product design,production,forecasting,ordering,manufacturing,transportation,sales and distribution,as well as for processing financial information for external and internal reporting purposes,retail operations and o

304、ther business activities.Information Technology Systems are critical to many of our operating activities and our business processes and may be negatively impacted by any service interruption or shutdown.For example,our ability to effectively manage and maintain our inventory and to ship products to

305、customers on a timely basis depends significantly on the reliability of these Information Technology Systems.Over a number of years,we have implemented Information Technology Systems in all of the geographical regions in which we operate.Our work to integrate,secure and enhance these systems and rel

306、ated processes in our global operations is ongoing and NIKE will continue to invest in these efforts.We cannot provide assurance,however,that the measures we take to secure and enhance these systems will be sufficient to protect our Information Technology Systems and prevent cyber-attacks,system fai

307、lures or data or information loss.The failure of these systems to operate effectively,including as a result of security breaches,viruses,hackers,malware,ransomware,denial of service attacks,natural disasters,vendor business interruptions or other causes,failure to properly maintain,protect,repair or

308、 upgrade systems,or problems with transitioning to upgraded or replacement systems could cause delays in product fulfillment and reduced efficiency of our operations,could require significant time and capital investments to remediate the problem which may not be sufficient to cover all eventualities

309、,and may have an adverse effect on our reputation,results of operations and financial condition.In addition,the use of employee-owned devices for communications as well as hybrid work arrangements,present additional operational risks to our Information Technology Systems,including,but not limited to

310、,increased risks of cyber-attacks.Further,like other companies in the retail industry,we have in the past experienced,and we expect to continue to experience,cyber-attacks,including phishing,and other attempts to breach,or gain unauthorized access to,our systems.To date,these attacks have not had a

311、material impact on our operations,but we cannot provide assurance that they will not have an impact in the future.We also use Information Technology Systems to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting,le

312、gal and tax requirements.From time to time,we have expended,and expect to continue to expend,significant resources to modify,update and enhance our Information Technology Systems and to investigate and remediate vulnerabilities or other exposures.These modifications,updates and enhancements may cost

313、 more than initially expected and may not be effective in preventing issues and disruptions.Moreover,due to the complexity of our Information Technology Systems,the process of implementing modifications or enhancements can itself create a risk of systems disruptions and security issues.If Informatio

314、n Technology Systems suffer severe damage,disruption or shutdown and our 16 NIKE,INC.business continuity plans,or those of our vendors,do not effectively resolve the issues in a timely manner,we could experience delays in reporting our financial results,which could result in lost revenues and profit

315、s,as well as reputational damage.Furthermore,we depend on Information Technology Systems and personal data collection for digital marketing,digital commerce,consumer engagement and the marketing and use of our digital products and services.We also rely on our ability to engage in electronic communic

316、ations throughout the world between and among our employees as well as with other third parties,including customers,suppliers,vendors and consumers.Any interruption in Information Technology Systems may impede our ability to engage in the digital space and result in lost revenues,damage to our reput

317、ation,and loss of users.Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems,and the fact that cyber-attacks are being made by groups and individuals with a wide range of expertise and motives,i

318、t is increasingly difficult to anticipate and defend against cyber-attacks,and a cyberattack could occur and persist for an extended period of time before being detected.Moreover,the extent of a particular cyber incident and the steps that we may need to take to investigate the incident may not be i

319、mmediately clear,and it may take a significant amount of time before such investigation can be finalized and completed and reliable information about the incident is known.During the pendency of any such investigation,we may not necessarily know the extent of the harm or how best to remediate it and

320、 we may be required to disclose incidents before their full extent is known.Moreover,to the extent we integrate artificial intelligence(AI)into our operations,this may increase the cybersecurity and privacy risks,including the risk of unauthorized or misuse of AI tools,we are exposed to,and threat a

321、ctors may leverage AI to engage in automated,targeted and coordinated attacks of our systems.We are subject to the risk our licensees may not generate expected sales or maintain the value of our brands.We currently license,and expect to continue licensing,certain of our proprietary rights,such as tr

322、ademarks or copyrighted material,to third parties.If our licensees fail to successfully market and sell licensed products,or fail to obtain sufficient capital or effectively manage their business operations,customer relationships,labor relationships,supplier relationships or credit risks,it could ad

323、versely affect our revenues,both directly from reduced royalties received and indirectly from reduced sales of our other products.We also rely on our licensees to help preserve the value of our brands.Although we attempt to protect our brands through approval rights over the design,production proces

324、ses,quality,packaging,merchandising,distribution,advertising and promotion of our licensed products,we cannot completely control the use of our licensed brands by our licensees.The misuse of a brand by or negative publicity involving a licensee could have a material adverse effect on that brand and

325、on us.Consolidation of retailers or concentration of retail market share among a few retailers may increase and concentrate our credit risk and impair our ability to sell products.The athletic footwear,apparel and equipment retail markets in some countries are dominated by a few large athletic footw

326、ear,apparel and equipment retailers with many stores and accelerating digital commerce capabilities.The market shares of these retailers may increase through acquisitions and construction of additional stores and investments in digital capacity,and as a result of attrition as struggling retailers ex

327、it the market.Consolidation of our retailers will concentrate our credit risk with a smaller set of retailers,any of whom may experience declining sales or a shortage of liquidity.In addition,increasing market share concentration among a few retailers in a particular country or region increases the

328、risk that if any one of them substantially reduces their purchases of our products,we may be unable to find sufficient retail outlets for our products to sustain the same level of sales and revenues.If one or more of our counterparty financial institutions default on their obligations to us or fail,

329、we may incur significant losses.As part of our hedging activities,we enter into transactions involving derivative financial instruments,which may include forward contracts,commodity futures contracts,option contracts,collars and swaps with various financial institutions.In addition,we have significa

330、nt amounts of cash,cash equivalents and other investments on deposit or in accounts with banks or other financial institutions in the United States and abroad.As a result,we are exposed to the risk of default by or failure of counterparty financial institutions.The risk of counterparty default or fa

331、ilure may be heightened during periods of sustained high interest rates and uncertainty in the financial markets as well as economic downturns.If one of our counterparties were to become insolvent or file for bankruptcy,our ability to recover losses incurred as a result of default,or our assets depo

332、sited or held in accounts with such counterparty,may be limited by the counterpartys liquidity or the applicable laws governing the insolvency or bankruptcy proceedings.In the event of default or failure of one or more of our counterparties,we could incur significant losses,which could negatively im

333、pact our results of operations and financial condition.We rely on a concentrated source base of contract manufacturers to supply a significant portion of our footwear products.We rely upon a concentrated amount of contract manufacturers,which we do not own or operate,to manufacture all of the footwear products we sell,see Manufacturing for additional information.Our ability to meet our customers n