NKE 8-K
NIKE, Inc. (NKE)
8-K
2025-03-20
For: 2025-03-20
View Original
Added on
April 02, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of principal executive offices and zip code)
(503 ) 671-6453
Registrant's telephone number, including area code
NO CHANGE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02 Results of Operations and Financial Condition
Today NIKE, Inc. issued a press release disclosing financial results for the fiscal quarter ended February 28, 2025. The text of the release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are furnished with this Form 8-K:
| Exhibit No. | Exhibit | |||||||
| 99.1 | NIKE, Inc. Press Release dated | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NIKE, Inc. (Registrant) | |||||||||||
| Date: | March 20, 2025 | By: | /s/ Matthew Friend | ||||||||
| Matthew Friend | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| Investor Contact: | Media Contact: | |||||||
| Paul Trussell | Virginia Rustique-Petteni | |||||||
| [email protected] | ||||||||
NIKE, INC. REPORTS FISCAL 2025 THIRD QUARTER RESULTS
BEAVERTON, Ore., Mar. 20, 2025 — NIKE, Inc. (NYSE:NKE) today reported fiscal 2025 financial results for its third quarter ended February 28, 2025.
•Third quarter revenues were $11.3 billion, down 9 percent on a reported basis compared to the prior year and down 7 percent on a currency-neutral basis*
•NIKE Direct revenues were $4.7 billion, down 12 percent on a reported basis and down 10 percent on a currency-neutral basis
•Wholesale revenues were $6.2 billion, down 7 percent on a reported basis and down 4 percent on a currency-neutral basis
•Gross margin decreased 330 basis points to 41.5 percent
•Diluted earnings per share was $0.54
"The progress we made against the 'Win Now' strategic priorities we committed to 90 days ago reinforces my confidence that we are on the right path," said Elliott Hill, President and CEO, NIKE, Inc. "What's encouraging is NIKE made an impact this quarter leading with sport – through athlete storytelling, performance products and big sport moments."
"Our outlook for the second half of fiscal 2025 driven by our 'Win Now' actions remains consistent with what we communicated last quarter," said Matthew Friend, Executive Vice President and Chief Financial Officer, NIKE, Inc. "The operating environment is dynamic, but what matters most for NIKE is serving athletes with new product innovation and re-igniting brand momentum through sport."
Third Quarter Income Statement Review
•Revenues for NIKE, Inc. were $11.3 billion, down 9 percent on a reported basis compared to the prior year and down 7 percent on a currency-neutral basis.
◦NIKE Brand revenues were $10.9 billion, down 9 percent on a reported basis and down 6 percent on a currency-neutral basis, driven by declines across all geographies.
◦NIKE Direct revenues were $4.7 billion, down 12 percent on a reported basis and down 10 percent on a currency-neutral basis, primarily due to a 15 percent decrease in NIKE Brand Digital and a 2 percent decrease in NIKE-owned stores.
◦Wholesale revenues were $6.2 billion, down 7 percent on a reported basis and down 4 percent on a currency-neutral basis.
◦Revenues for Converse were $405 million, down 18 percent on a reported basis and down 16 percent on a currency-neutral basis, due to declines across all territories.
•Gross margin decreased 330 basis points to 41.5 percent, primarily due to higher discounts, higher inventory obsolescence reserves, higher product costs and changes in channel mix, partially offset by restructuring charges in the prior year.
•Selling and administrative expense decreased 8 percent to $3.9 billion.
◦Demand creation expense was $1.1 billion, up 8 percent, primarily due to an increase in brand marketing expense.
◦Operating overhead expense decreased 13 percent to $2.8 billion, primarily due to the restructuring charges of $340 million in the prior year and lower wage-related expenses.
•The effective tax rate was 5.9 percent compared to 16.5 percent for the same period last year, primarily due to a one-time, non-cash deferred tax benefit provided by recently finalized US tax regulations related to foreign currency gains and losses.
•Net income was $0.8 billion, down 32 percent, and Diluted earnings per share was $0.54, a decrease of 30 percent.
February 28, 2025 Balance Sheet Review
•Inventories for NIKE, Inc. were $7.5 billion, down 2 percent compared to the prior year, reflecting product mix shifts, partially offset by an increase in units.
•Cash and equivalents and short-term investments were $10.4 billion, down approximately $0.2 billion from last year, as cash generated by operations was more than offset by share repurchases, cash dividends and capital expenditures.
Shareholder Returns
NIKE continues to have a strong track record of consistently increasing returns to shareholders, including 23 consecutive years of increasing dividend payouts.
In the third quarter, the Company returned approximately $1.1 billion to shareholders, including:
•Dividends of $594 million, up 6 percent from the prior year.
•Share repurchases of $499 million, reflecting 6.5 million shares retired as part of the Company’s four-year, $18 billion program approved by the Board of Directors in June 2022.
As of February 28, 2025, a total of 119.3 million shares have been repurchased under the program for a total of approximately $11.8 billion.
Conference Call
NIKE, Inc. management will host a conference call beginning at approximately 2:00 p.m. PT on March 20, 2025, to review fiscal third quarter results. The conference call will be broadcast live via the Internet and can be accessed at https://investors.nike.com. For those unable to listen to the live broadcast, an archived version will be available at the same location through approximately 9:00 p.m. PT, April 10, 2025.
About NIKE, Inc.
NIKE, Inc., based near Beaverton, Oregon, is the world's leading designer, marketer and distributor of authentic athletic footwear, apparel, equipment and accessories for a wide variety of sports and fitness activities. Converse, a wholly-owned NIKE, Inc. subsidiary brand, designs, markets and distributes athletic lifestyle footwear, apparel and accessories. For more information, NIKE, Inc.’s earnings releases and other financial information are available on the Internet at https://investors.nike.com. Individuals can also visit https://news.nike.com and follow @NIKE.
Forward-Looking Statements
This press release contains forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed from time to time in reports filed by NIKE with the U.S. Securities and Exchange Commission (SEC), including Forms 8-K, 10-Q and 10-K.
| * | Non-GAAP financial measures. See additional information in the accompanying Divisional Revenues table and Diluted earnings per share table. | ||||
(Tables Follow)
| NIKE, Inc. | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| THREE MONTHS ENDED | % | NINE MONTHS ENDED | % | |||||||||||||||||
| (In millions, except per share data) | 2/28/2025 | 2/29/2024 | Change | 2/28/2025 | 2/29/2024 | Change | ||||||||||||||
| Revenues | $ | 11,269 | $ | 12,429 | -9 | % | $ | 35,212 | $ | 38,756 | -9 | % | ||||||||
| Cost of sales | 6,594 | 6,867 | -4 | % | 19,891 | 21,503 | -7 | % | ||||||||||||
| Gross profit | 4,675 | 5,562 | -16 | % | 15,321 | 17,253 | -11 | % | ||||||||||||
| Gross margin | 41.5 | % | 44.8 | % | 43.5 | % | 44.5 | % | ||||||||||||
| Demand creation expense | 1,088 | 1,011 | 8 | % | 3,436 | 3,194 | 8 | % | ||||||||||||
| Operating overhead expense | 2,799 | 3,215 | -13 | % | 8,504 | 9,294 | -9 | % | ||||||||||||
| Total selling and administrative expense | 3,887 | 4,226 | -8 | % | 11,940 | 12,488 | -4 | % | ||||||||||||
| % of revenues | 34.5 | % | 34.0 | % | 33.9 | % | 32.2 | % | ||||||||||||
| Interest expense (income), net | (18) | (52) | — | (85) | (108) | — | ||||||||||||||
| Other (income) expense, net | (38) | (16) | — | (101) | (101) | — | ||||||||||||||
| Income before income taxes | 844 | 1,404 | -40 | % | 3,567 | 4,974 | -28 | % | ||||||||||||
| Income tax expense | 50 | 232 | -78 | % | 559 | 774 | -28 | % | ||||||||||||
| Effective tax rate | 5.9 | % | 16.5 | % | 15.7 | % | 15.6 | % | ||||||||||||
| NET INCOME | $ | 794 | $ | 1,172 | -32 | % | $ | 3,008 | $ | 4,200 | -28 | % | ||||||||
| Earnings per common share: | ||||||||||||||||||||
| Basic | $ | 0.54 | $ | 0.77 | -30 | % | $ | 2.02 | $ | 2.76 | -27 | % | ||||||||
| Diluted | $ | 0.54 | $ | 0.77 | -30 | % | $ | 2.02 | $ | 2.74 | -26 | % | ||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic | 1,478.1 | 1,513.2 | 1,487.6 | 1,520.8 | ||||||||||||||||
| Diluted | 1,480.6 | 1,526.5 | 1,491.0 | 1,534.0 | ||||||||||||||||
| Dividends declared per common share | $ | 0.400 | $ | 0.370 | $ | 1.170 | $ | 1.080 | ||||||||||||
| NIKE, Inc. | |||||||||||
| CONSOLIDATED BALANCE SHEETS | |||||||||||
| (Unaudited) | |||||||||||
| February 28, | February 29, | % Change | |||||||||
| (Dollars in millions) | 2025 | 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | 8,601 | $ | 8,960 | -4 | % | |||||
| Short-term investments | 1,792 | 1,613 | 11 | % | |||||||
| Accounts receivable, net | 4,491 | 4,526 | -1 | % | |||||||
| Inventories | 7,539 | 7,726 | -2 | % | |||||||
| Prepaid expenses and other current assets | 2,186 | 1,928 | 13 | % | |||||||
| Total current assets | 24,609 | 24,753 | -1 | % | |||||||
| Property, plant and equipment, net | 4,717 | 5,082 | -7 | % | |||||||
| Operating lease right-of-use assets, net | 2,614 | 2,856 | -8 | % | |||||||
| Identifiable intangible assets, net | 259 | 259 | 0 | % | |||||||
| Goodwill | 239 | 240 | 0 | % | |||||||
| Deferred income taxes and other assets | 5,355 | 4,166 | 29 | % | |||||||
| TOTAL ASSETS | $ | 37,793 | $ | 37,356 | 1 | % | |||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 1,000 | $ | — | 100 | % | |||||
| Notes payable | 4 | 6 | -33 | % | |||||||
| Accounts payable | 3,106 | 2,340 | 33 | % | |||||||
| Current portion of operating lease liabilities | 474 | 474 | 0 | % | |||||||
| Accrued liabilities | 5,905 | 5,818 | 1 | % | |||||||
| Income taxes payable | 734 | 391 | 88 | % | |||||||
| Total current liabilities | 11,223 | 9,029 | 24 | % | |||||||
| Long-term debt | 7,956 | 8,930 | -11 | % | |||||||
| Operating lease liabilities | 2,477 | 2,691 | -8 | % | |||||||
| Deferred income taxes and other liabilities | 2,130 | 2,480 | -14 | % | |||||||
| Redeemable preferred stock | — | — | — | ||||||||
| Shareholders’ equity | 14,007 | 14,226 | -2 | % | |||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 37,793 | $ | 37,356 | 1 | % | |||||
| NIKE, Inc. | ||||||||||||||||||||||||||
| DIVISIONAL REVENUES | ||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||
% Change Excluding Currency Changes1 | % Change Excluding Currency Changes1 | |||||||||||||||||||||||||
| THREE MONTHS ENDED | % | NINE MONTHS ENDED | % | |||||||||||||||||||||||
| (Dollars in millions) | 2/28/2025 | 2/29/2024 | Change | 2/28/2025 | 2/29/2024 | Change | ||||||||||||||||||||
| North America | ||||||||||||||||||||||||||
| Footwear | $ | 3,132 | $ | 3,460 | -9 | % | -9 | % | $ | 9,580 | $ | 10,950 | -13 | % | -12 | % | ||||||||||
| Apparel | 1,510 | 1,408 | 7 | % | 8 | % | 4,534 | 4,555 | 0 | % | 0 | % | ||||||||||||||
| Equipment | 222 | 202 | 10 | % | 10 | % | 755 | 613 | 23 | % | 23 | % | ||||||||||||||
| Total | 4,864 | 5,070 | -4 | % | -4 | % | 14,869 | 16,118 | -8 | % | -8 | % | ||||||||||||||
| Europe, Middle East & Africa | ||||||||||||||||||||||||||
| Footwear | 1,742 | 1,960 | -11 | % | -7 | % | 5,676 | 6,406 | -11 | % | -11 | % | ||||||||||||||
| Apparel | 913 | 994 | -8 | % | -4 | % | 3,042 | 3,331 | -9 | % | -8 | % | ||||||||||||||
| Equipment | 156 | 184 | -15 | % | -12 | % | 539 | 578 | -7 | % | -6 | % | ||||||||||||||
| Total | 2,811 | 3,138 | -10 | % | -6 | % | 9,257 | 10,315 | -10 | % | -10 | % | ||||||||||||||
| Greater China | ||||||||||||||||||||||||||
| Footwear | 1,282 | 1,547 | -17 | % | -15 | % | 3,731 | 4,195 | -11 | % | -11 | % | ||||||||||||||
| Apparel | 412 | 498 | -17 | % | -15 | % | 1,244 | 1,368 | -9 | % | -9 | % | ||||||||||||||
| Equipment | 39 | 39 | 0 | % | -1 | % | 135 | 119 | 13 | % | 13 | % | ||||||||||||||
| Total | 1,733 | 2,084 | -17 | % | -15 | % | 5,110 | 5,682 | -10 | % | -10 | % | ||||||||||||||
| Asia Pacific & Latin America | ||||||||||||||||||||||||||
| Footwear | 1,052 | 1,195 | -12 | % | -5 | % | 3,338 | 3,639 | -8 | % | -4 | % | ||||||||||||||
| Apparel | 358 | 390 | -8 | % | -1 | % | 1,143 | 1,198 | -5 | % | -1 | % | ||||||||||||||
| Equipment | 60 | 62 | -3 | % | 5 | % | 195 | 187 | 4 | % | 8 | % | ||||||||||||||
| Total | 1,470 | 1,647 | -11 | % | -4 | % | 4,676 | 5,024 | -7 | % | -3 | % | ||||||||||||||
Global Brand Divisions2 | 12 | 9 | 33 | % | 21 | % | 39 | 34 | 15 | % | 13 | % | ||||||||||||||
| TOTAL NIKE BRAND | 10,890 | 11,948 | -9 | % | -6 | % | 33,951 | 37,173 | -9 | % | -8 | % | ||||||||||||||
| Converse | 405 | 495 | -18 | % | -16 | % | 1,335 | 1,602 | -17 | % | -16 | % | ||||||||||||||
Corporate3 | (26) | (14) | — | — | (74) | (19) | — | — | ||||||||||||||||||
| TOTAL NIKE, INC. REVENUES | $ | 11,269 | $ | 12,429 | -9 | % | -7 | % | $ | 35,212 | $ | 38,756 | -9 | % | -8 | % | ||||||||||
| TOTAL NIKE BRAND | ||||||||||||||||||||||||||
| Footwear | $ | 7,208 | $ | 8,162 | -12 | % | -9 | % | $ | 22,325 | $ | 25,190 | -11 | % | -10 | % | ||||||||||
| Apparel | 3,193 | 3,290 | -3 | % | -1 | % | 9,963 | 10,452 | -5 | % | -4 | % | ||||||||||||||
| Equipment | 477 | 487 | -2 | % | 0 | % | 1,624 | 1,497 | 8 | % | 9 | % | ||||||||||||||
Global Brand Divisions2 | 12 | 9 | 33 | % | 21 | % | 39 | 34 | 15 | % | 13 | % | ||||||||||||||
| TOTAL NIKE BRAND REVENUES | $ | 10,890 | $ | 11,948 | -9 | % | -6 | % | $ | 33,951 | $ | 37,173 | -9 | % | -8 | % | ||||||||||
1The percent change has been calculated using actual exchange rates in use during the comparative prior year period and is provided to enhance the visibility of the underlying business trends by excluding the impact of translation arising from foreign currency exchange rate fluctuations, which is considered a non-GAAP financial measure. Management uses this non-GAAP financial measure when evaluating the Company's performance, including when making financial and operating decisions. Additionally, management believes this non-GAAP financial measure provides investors with additional financial information that should be considered when assessing the Company's underlying business performance and trends. References to this measure should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP and may not be comparable to similarly titled non-GAAP measures used by other companies. | ||||||||||||||||||||||||||
2 Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. | ||||||||||||||||||||||||||
3 Corporate revenues primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through the Company's central foreign exchange risk management program. | ||||||||||||||||||||||||||
| NIKE, Inc. | ||||||||||||||||||||
EARNINGS BEFORE INTEREST AND TAXES1 | ||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| THREE MONTHS ENDED | % | NINE MONTHS ENDED | % | |||||||||||||||||
| (Dollars in millions) | 2/28/2025 | 2/29/2024 | Change | 2/28/2025 | 2/29/2024 | Change | ||||||||||||||
| North America | $ | 1,103 | $ | 1,400 | -21 | % | $ | 3,690 | $ | 4,360 | -15 | % | ||||||||
| Europe, Middle East & Africa | 480 | 734 | -35 | % | 2,103 | 2,591 | -19 | % | ||||||||||||
| Greater China | 421 | 722 | -42 | % | 1,298 | 1,761 | -26 | % | ||||||||||||
| Asia Pacific & Latin America | 346 | 471 | -27 | % | 1,208 | 1,406 | -14 | % | ||||||||||||
Global Brand Divisions2 | (1,093) | (1,199) | 9 | % | (3,453) | (3,572) | 3 | % | ||||||||||||
TOTAL NIKE BRAND1 | 1,257 | 2,128 | -41 | % | 4,846 | 6,546 | -26 | % | ||||||||||||
| Converse | 39 | 98 | -60 | % | 213 | 380 | -44 | % | ||||||||||||
Corporate3 | (470) | (874) | 46 | % | (1,577) | (2,060) | 23 | % | ||||||||||||
TOTAL NIKE, INC. EARNINGS BEFORE INTEREST AND TAXES1 | 826 | 1,352 | -39 | % | 3,482 | 4,866 | -28 | % | ||||||||||||
EBIT margin1 | 7.3 | % | 10.9 | % | 9.9 | % | 12.6 | % | ||||||||||||
| Interest expense (income), net | (18) | (52) | — | (85) | (108) | — | ||||||||||||||
| TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES | $ | 844 | $ | 1,404 | -40 | % | $ | 3,567 | $ | 4,974 | -28 | % | ||||||||
1 The Company evaluates the performance of individual operating segments based on earnings before interest and taxes (commonly referred to as "EBIT"), which represents Net income before Interest expense (income), net and Income tax expense. Total NIKE Brand EBIT, Total NIKE, Inc. EBIT and EBIT margin are considered non-GAAP financial measures. Management uses these non-GAAP financial measures when evaluating the Company's performance, including when making financial and operating decisions. Additionally, management believes these non-GAAP financial measures provide investors with additional financial information that should be considered when assessing the Company’s underlying business performance and trends. EBIT margin is calculated as total NIKE, Inc. EBIT divided by total NIKE, Inc. Revenues. References to EBIT and EBIT margin should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP and may not be comparable to similarly titled non-GAAP measures used by other companies. | ||||||||||||||||||||
2 Global Brand Divisions primarily represent demand creation and operating overhead expense, including product creation and design expenses that are centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. | ||||||||||||||||||||
3 Corporate consists primarily of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to the Company’s corporate headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses, including certain hedge gains and losses. For the three and nine months ended February 29, 2024, Corporate includes the restructuring charges, recognized as a result of the Company's steps to streamline the organization. These charges primarily reflect employee severance costs. | ||||||||||||||||||||
| NIKE, Inc. | ||||||||
| DILUTED EARNINGS PER SHARE | ||||||||
| (Unaudited) | ||||||||
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||
| 2/29/2024 | 2/29/2024 | |||||||
| DILUTED EARNINGS PER SHARE (GAAP): | $0.77 | $2.74 | ||||||
| Add: Restructuring charges | 0.26 | 0.26 | ||||||
Tax effect of the restructuring charges1 | (0.05) | (0.05) | ||||||
DILUTED EARNINGS PER SHARE EXCLUDING RESTRUCTURING CHARGES (NON-GAAP)2: | $0.98 | $2.95 | ||||||
1 Tax effect was determined by applying the tax rate applicable to the specific item. | ||||||||
2 Diluted earnings per share excluding the restructuring charges is a non-GAAP financial measure. The most comparable GAAP measure is Diluted earnings per share. The Company uses Diluted earnings per share excluding the restructuring charges to facilitate the evaluation of the Company’s performance. The Company believes that providing Diluted earnings per share excluding the impacts of the restructuring charges is useful to investors for comparability between periods and allows investors to evaluate the impacts of the restructuring charges separately. For the three and nine months ended February 28, 2025, there were no material restructuring charges. | ||||||||