| NIKE INC Item 1A Risk Factors Special Note Regarding Forward-Looking Statements and Analyst Reports Certain written and oral statements, other than purely historical information, including estimates, projections, statements relating to NIKE’s business plans, objectives and expected operating 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 report, other reports, filings with the Securities and Exchange Commission, 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 |
| Forward-looking statements include, without limitation, any statement 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 uncertainties 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 Forms 8-K, 10-Q, and 10-K, and include, among others, the following: international, national and local general economic and market conditions; the size and growth of the overall athletic footwear, 10 ______________________________________________________________________ [51]Table of Contents apparel, and equipment markets; intense competition among designers, marketers, distributors and sellers of athletic footwear, apparel, and equipment for consumers and endorsers; demographic changes; changes in consumer preferences; popularity of particular designs, categories of products, and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for NIKE products, and the various market factors described above; difficulties in implementing, operating, and maintaining NIKE’s increasingly complex information systems and controls, including, without limitation, the systems related to demand and supply planning, and inventory control; interruptions in data and communications systems; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance “futures” orders may not be indicative of future revenues due to the changing mix of futures and at-once orders, currency exchange rate fluctuations, order cancellations, and the fact that a significant portion of our revenue is not derived from futures orders; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE’s products; new product development and introduction; the ability to secure and protect trademarks, patents, and other intellectual property; performance and reliability of products; customer service; adverse publicity; the loss of significant customers or suppliers; dependence on distributors; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in our debt ratings; changes in business strategy or development plans; general risks associated with doing business outside the United States, including without limitation, import duties, tariffs, quotas, political and economic instability, and terrorism; changes in government regulations; liability and other claims asserted against NIKE; the ability to attract and retain qualified personnel; and other factors referenced or incorporated by reference in this report and other reports |
| The risks included here are not exhaustive |
| Other sections of this report may include additional factors which could adversely affect NIKE’s business and financial performance |
| Moreover, NIKE operates in a very competitive and rapidly changing environment |
| New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on NIKE’s business or the extent to which any factor, or combination of factors, may cause actual results to 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 |
| Our products 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 |
| The athletic footwear, apparel and equipment industry is keenly competitive in the United States and on a worldwide basis |
| We compete internationally with an increasing number of athletic and leisure shoe companies, athletic and leisure apparel companies, sports equipment companies, and large companies having diversified lines of athletic and leisure shoes, apparel and equipment |
| We also compete with other companies for the production capacity of independent manufacturers that produce our products and for import quota capacity |
| Our competitors’ product offerings, technologies, marketing expenditures (including for advertising and endorsements), pricing, costs of production, and customer service are areas of intense competition |
| This, plus rapid changes in technology and consumer preferences in the markets for athletic and leisure footwear and apparel, and athletic equipment, constitute significant risk factors in our operations |
| If we do not adequately and timely anticipate and respond to our competitors, our costs may increase or the consumer demand for our products may decline significantly |
| If we are unable to anticipate consumer preferences and develop new products, we may not be able to maintain or increase our net revenues and profitability |
| Our success depends on our ability to identify, originate and define product trends as well as to anticipate, gauge and react to changing consumer demands in a timely manner |
| All of our products are subject to changing 11 ______________________________________________________________________ [52]Table of Contents 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 performance or other sports apparel or away from these types of products altogether, and our future success depends 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 fitness preferences through aggressive marketing, we could experience lower sales, excess inventories and lower profit margins, any of which could have an adverse effect on our results of operations and financial condition |
| We rely on technical innovation to compete in the market for our products |
| Although design and aesthetics of our products appear to be the most important factor for consumer acceptance of our products, technical innovation in the design of footwear, apparel, and athletic equipment is also essential to the commercial success of our products |
| Research and development plays a key role in technical innovation |
| We rely upon specialists in the fields of biomechanics, exercise physiology, engineering, industrial design and related fields, as well as research committees and advisory boards made up of athletes, coaches, trainers, equipment managers, orthopedists, podiatrists and other experts to develop cutting edge performance products |
| While we strive to produce products that help to reduce injury, enhance athletic performance and maximize comfort, failure to introduce technical innovation in our products could result in a decline in consumer demand for our products |
| We establish relationships with professional athletes and sports teams and leagues to evaluate and promote our products, and establish the authenticity of our products with consumers |
| If certain of our endorsers were to stop using our products contrary to their endorsement agreements, our business could be adversely affected |
| In addition, actions taken by athletes, teams or leagues associated with our products that harm the reputations of those athletes, teams or leagues could also harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition |
| In addition, poor performance by our endorsers, a failure to continue to correctly identify promising athletes to use and endorse our products, or a failure to enter into endorsement arrangements with prominent athletes and sports organizations could adversely affect our brand and result in decreased sales of our products |
| Failure of our contractors to comply with our code of conduct, local laws, and other standards could harm our business |
| We contract with hundreds of contractors outside of the United States to manufacture NIKE Brand products, and we impose on those contractors a code of conduct and other environmental, health, and safety standards for the benefit of workers |
| However, from time to time contractors may not be in compliance with such standards or applicable local law |
| Significant or continuing noncompliance with such standards and laws by one or more contractors could harm our reputation and, as a result, could have an adverse effect on our sales and financial condition |
| Our business is affected by seasonality, which could result in fluctuations in our operating results and stock price |
| We 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 from time to time as a result of changes in seasonal and geographic demand for particular types of footwear, apparel and equipment |
| In addition, our customers may cancel orders, change delivery schedules or change the mix of products 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 12 ______________________________________________________________________ [53]Table of Contents control, including general economic conditions, changes in consumer preferences, weather conditions, availability of import quotas and currency exchange rate fluctuations, could adversely affect our business and cause our results of operations to fluctuate |
| Our operating margins are also sensitive to a number of factors that are beyond our control, including shifts in product sales mix, geographic sales trends, and currency exchange rate fluctuations, all of which we expect to continue |
| Results of operations in any period should not be considered indicative of the results to be expected for any future period |
| “Futures” orders may not be an accurate indication of our future revenues |
| We make substantial use of our “futures” ordering program, which allows retailers to order five to six months in advance of delivery with the commitment that 90 percent of their orders will be delivered within a set period at a fixed price |
| Our futures ordering program allows us to minimize the amount of products we hold in inventory, purchasing costs, the time necessary to fill customer orders, and the risk of non-delivery |
| We report changes in futures orders in our periodic financial reports |
| Reported futures orders are not necessarily indicative of our expectation of changes in revenues for any future period |
| In addition, foreign currency exchange rate fluctuations and order cancellations can cause differences in the comparisons between futures orders and actual revenues |
| Moreover, a significant portion of our revenue is not derived from futures orders, including wholesale sales of equipment, US licensed team apparel, Cole Haan, Converse, Exeter Brands Group, Hurley, NIKE Bauer Hockey, NIKE Golf, and retail sales across all brands |
| Our “futures” ordering program does not prevent excess inventories or inventory shortages, which could result in decreased operating margins and harm to our business |
| We purchase products from manufacturers outside of our futures ordering program and in advance of customer orders, which we hold in inventory and re-sell to customers |
| There is a risk that we may be unable to sell excess products that we have ordered from manufacturers |
| Inventory levels in excess of customer demand 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 and financial condition |
| Conversely, if we underestimate consumer demand for our products or if our manufacturers fail to supply the products that we require at the time we need them, we may experience inventory shortages |
| Inventory shortages might delay shipments to customers, negatively impact retailer and distributor relationships, and diminish brand loyalty |
| The difficulty in forecasting demand also makes it difficult to estimate our future results of operations and financial condition 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 certainty in advance |
| We may be adversely affected by the financial health of our retailers |
| We extend credit to our customers based on an assessment of a customer’s financial circumstances, generally without requiring collateral |
| To assist in the scheduling of production and the shipping of seasonal products, we offer customers the ability to place orders five to six months ahead of delivery under our “futures” ordering program |
| These advance orders may be cancelled, and the risk of cancellation may increase when dealing with financially ailing retailers or retailers struggling with economic uncertainty |
| In the past, some customers have experienced financial difficulties, which in turn have had an adverse effect on our business |
| From time to time retailers will be more cautious than usual with orders as a result of weakness in the retail economy |
| A slowing economy in our key markets could have an adverse effect on the financial health of our customers, which could in turn have an adverse effect on our results of operations and financial condition |
| Failure to adequately protect our intellectual property rights could adversely affect our business |
| We utilize trademarks on nearly all of our products and believe that having distinctive marks that are readily identifiable is an important factor in creating a market for our goods, in identifying us, and in distinguishing our 13 ______________________________________________________________________ [54]Table of Contents goods from the goods of others |
| We consider our NIKE^^®^ and Swoosh Design^^®^ trademarks to be among our most valuable assets and we have registered these trademarks in over 100 countries |
| In addition, we own many other trademarks that we utilize in marketing our products |
| We believe that our trademarks, patents, and other intellectual property rights are important to our brand, our success and our competitive position |
| We periodically discover products that are counterfeit reproductions of our products or that otherwise infringe on our intellectual property rights |
| If we are unsuccessful in challenging a party’s products on the basis of trademark or design infringement, continued sales of these products could adversely affect our sales and our brand and result in the shift of consumer preference away from our products |
| The actions we take to establish and protect trademarks, patents, and other intellectual property rights may not be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as violations of proprietary rights |
| In addition, the laws of certain foreign countries may not protect intellectual property rights to the same extent as do the laws of the United States |
| We may face significant expenses and liability in connection with the protection of our intellectual property rights outside the United States, and if we are unable to successfully protect our rights or resolve intellectual property conflicts with others, our business or financial condition may be adversely affected |
| We are subject to periodic litigation and other regulatory proceedings, which could result in unexpected expense of time and resources |
| We are a defendant from time to time in lawsuits and regulatory actions relating to our business |
| Due to the inherent uncertainties of litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings |
| An unfavorable outcome could have an adverse impact on our business, financial condition and results of operations |
| In addition, any significant litigation in the future, regardless of its merits, could divert management’s attention from our operations and result in substantial legal fees |
| Virtually all of our athletic footwear and apparel is manufactured outside of the United States, and the majority of our products are sold outside of the United States |
| Accordingly, we are subject to the risks generally associated with global trade and doing business abroad, which include foreign laws and regulations, varying consumer preferences across geographic regions, political unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which we manufacture or sell products |
| In addition, disease outbreaks, terrorist acts and military conflict have increased the risks of doing business abroad |
| These factors, among others, could affect our ability to manufacture products or procure materials, our ability to import products, our ability to sell products in international markets, and our cost of doing business |
| If any of these or other factors make the conduct of business in a particular country undesirable or impractical, our business could be adversely affected |
| In addition, many of our imported products are subject to duties, tariffs or quotas that affect the cost and quantity of various types of goods imported into the United States and other countries |
| Any country in which our products are produced or sold may eliminate, adjust or impose new quotas, duties, tariffs, safeguard measures, anti-dumping duties, cargo restrictions to prevent terrorism, restrictions on the transfer of currency, or other charges or restrictions, any of which could have an adverse effect on our results of operations and financial condition |
| The outcomes of an ongoing investigation into anti-dumping practices in the EU, and the annual renewal of the NTR with Vietnam, each of which are discussed elsewhere in this Report, could each have a material impact on our business |
| Currency exchange rate fluctuations could result in higher costs and decreased margins |
| A majority of our products are sold outside of the United States |
| As a result, we conduct transactions in various currencies, which increases our exposure to fluctuations in foreign currency exchange rates relative to the US dollar |
| Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses could be affected by currency fluctuations, including amounts 14 ______________________________________________________________________ [55]Table of Contents recorded in foreign currencies and translated into US dollars for consolidated financial reporting |
| 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 could have an adverse effect on our results of operations and financial condition |
| We engage in hedging activities to mitigate the impact of the translation of foreign currencies on our financial results |
| See Note 16 to our financial statements, Risk Management and Derivatives |
| Our hedging activities are designed to reduce and delay, but not to eliminate, the effects of foreign currency fluctuations |
| Factors that could affect the effectiveness of our hedging activities include accuracy of sales forecasts, volatility of currency markets, and the availability of hedging instruments |
| Since the hedging activities are designed to reduce volatility, they not only reduce the negative impact of a stronger US dollar, but they also reduce the positive impact of a weaker US dollar |
| Our future financial results could be significantly affected by the value of the US 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 |
| Our products are subject to risks associated with overseas sourcing, manufacturing, and financing |
| The principal materials used in our apparel products — natural and synthetic fabrics and threads, plastic and metal hardware, and specialized performance fabrics designed to repel rain, retain heat, or efficiently transport body moisture — are available in countries where our manufacturing takes place |
| The principal materials used in our footwear products — natural and synthetic rubber, plastic compounds, foam cushioning materials, nylon, leather, canvas and polyurethane films — are also locally available to manufacturers |
| NIKE contractors and suppliers buy raw materials in bulk |
| There could be a significant disruption in the supply of fabrics or raw materials from current sources or, in the event of a disruption, we might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all |
| In addition, we cannot be certain that our unaffiliated manufacturers will be able to fill our orders in a timely manner |
| If we experience significant increased demand, or need to replace an existing manufacturer, there can be no assurance that additional supplies of fabrics or raw materials or additional manufacturing capacity will be available when required on terms that are acceptable to us, or at all, or that any supplier or manufacturer would allocate sufficient capacity to us in order to meet our requirements |
| In addition, even if we are able to expand existing or find new manufacturing or sources of materials, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers and manufacturers in our methods, products, quality control standards, and labor, health and safety standards |
| Any delays, interruption or increased costs in the supply of materials or manufacture of our products could have an adverse effect on our ability to meet retail customer and consumer demand for our products and result in lower revenues and net income both in the short and long term |
| Because independent manufacturers manufacture a majority of our products outside of our principal sales markets, our products must be transported by third parties over large geographic distances |
| Delays in the shipment or delivery of our products due to the availability of transportation, work stoppages, port strikes, or other factors could adversely impact our financial performance |
| In addition, manufacturing delays or unexpected demand for our products may require us to use faster, but more expensive, transportation methods such as aircraft, which could adversely affect our profit margins |
| The cost of fuel is a significant component in transportation costs, so increases in the price of petroleum products can adversely affect our profit margins |
| In addition, Sojitz America performs significant import-export financing services for nearly all of the NIKE brand products sold outside of the United States, Europe, Middle East, Africa and Japan, excluding products produced and sold in the same country |
| Any failure of Sojitz America to provide these services or any failure of Sojitz America’s banks could disrupt our ability to acquire products from our suppliers and to deliver products to our customers outside of the United States, Europe, Middle East, Africa, and Japan |
| Such a disruption could result in cancelled orders that would adversely affect sales and profitability |
| 15 ______________________________________________________________________ [56]Table of Contents Our success depends on our global distribution facilities |
| We distribute our products to customers directly from the factory and through distribution centers located throughout the world |
| Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies depends on the proper operation of our distribution facilities, the development or expansion of additional distribution capabilities, and the timely performance of services by third parties (including those involved in shipping product to and from our distribution facilities) |
| Our distribution facilities could be interrupted by information technology problems and disasters such as earthquakes or fires |
| Any significant failure in our distribution facilities could result in an adverse affect on our business |
| We maintain business interruption insurance, but it may not adequately protect us from the adverse effect that could be caused by significant disruptions in our distribution facilities |
| We rely significantly on information technology in our supply chain, and any failure, inadequacy, interruption or security failure of that technology could harm our ability to effectively operate our business |
| We are heavily dependent on information technology systems across our supply chain, including for design, production, forecasting, ordering, manufacturing, transportation, sales, and distribution |
| Our ability to effectively manage and maintain our inventory and to ship products to customers on a timely basis depends significantly on the reliability of these supply chain systems |
| Over the last several years, as part of the ongoing initiative to upgrade our worldwide supply chain, we have implemented new systems in Canada, and the US, EMEA, and Asia Pacific regions and are now implementing them in the Americas regions |
| Over the next few years, we will work to continue to enhance the systems and related processes in these operations and complete the implementation of new systems in the remainder of our global operations |
| The failure of these systems to operate effectively, problems with transitioning to upgraded or replacement systems, or a breach in security of these systems could cause delays in product fulfillment and reduced efficiency of our operations, and it could require significant capital investments to remediate the problem |
| We depend on key personnel, the loss of whom would harm our business |
| Our future success will depend in part on the continued service of key executive officers and personnel |
| The loss of the services of any key individuals could harm us |
| Our future success also depends on our ability to identify, attract and retain additional qualified personnel |
| Competition for employees in our industry is intense and we may not be successful in attracting and retaining such personnel |
| The sale of a large number of shares held by our Chairman could depress the market price of our common stock |
| Philip H Knight, the Chairman of our Board of Directors, beneficially owns over 90 percent of our Class A Common Stock and, if it was converted into Class B Common Stock, 24 percent of our Class B Common Stock |
| These shares are available for resale, subject to the requirements of the US securities laws |
| The sale or prospect of the sale of a substantial number of these shares could have an adverse effect on the market price of our common stock |
| Anti-takeover provisions may impair an acquisition of the company or reduce the price of our common stock |
| There are provisions of our articles of incorporation and Oregon law that are intended to protect shareholder interests by providing the Board of Directors a means to attempt to deny coercive takeover attempts or to negotiate with a potential acquirer in order to obtain more favorable terms |
| Such provisions include a control share acquisition statute, a freezeout statute, two classes of stock that vote separately on certain issues, and the fact that the holders of Class A Common Stock shares elect three-fourths of the Board of Directors rounded down to the next whole number |
| However, such provisions could discourage, delay or prevent an unsolicited merger, acquisition or other change in control of the Company that some shareholders might believe to be in their best interests, or in which shareholders might receive a premium for their common stock over the prevailing market price |
| These provisions could also discourage proxy contests for control of the Company |
| 16 ______________________________________________________________________ [57]Table of Contents We may fail to meet analyst expectations, which could cause the price of our stock to decline |
| Our common stock is traded publicly, and at any given time various securities analysts follow our financial results and issue reports on us |
| These reports include information about our historical financial results as well as the analysts’ estimates of our future performance |
| The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations |
| If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline |
| In the past, securities class action litigation has been brought against NIKE and other companies following a decline in the market price of their securities |
| If our stock price is volatile, we may become involved in this type of litigation in the future |
| Any litigation could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully run our business |