filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| THREE MONTHS ENDED AUGUST 31, | |||||||||||||||||
| (In millions, except per share data) | 2025 | 2024 | |||||||||||||||
| Revenues | $ | 11,720 | $ | 11,589 | |||||||||||||
| Cost of sales | 6,777 | 6,332 | |||||||||||||||
| Gross profit | 4,943 | 5,257 | |||||||||||||||
| Demand creation expense | 1,188 | 1,226 | |||||||||||||||
| Operating overhead expense | 2,828 | 2,822 | |||||||||||||||
| Total selling and administrative expense | 4,016 | 4,048 | |||||||||||||||
| Interest expense (income), net | (18) | (43) | |||||||||||||||
| Other (income) expense, net | 23 | (55) | |||||||||||||||
| Income before income taxes | 922 | 1,307 | |||||||||||||||
| Income tax expense | 195 | 256 | |||||||||||||||
| NET INCOME | $ | 727 | $ | 1,051 | |||||||||||||
| Earnings per common share: | |||||||||||||||||
| Basic | $ | 0.49 | $ | 0.70 | |||||||||||||
| Diluted | $ | 0.49 | $ | 0.70 | |||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||
| Basic | 1,476.6 | 1,497.7 | |||||||||||||||
| Diluted | 1,479.0 | 1,502.0 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| THREE MONTHS ENDED AUGUST 31, | |||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | |||||||||||||||
| Net income | $ | 727 | $ | 1,051 | |||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Change in net foreign currency translation adjustment | 134 | 138 | |||||||||||||||
| Change in net gains (losses) on cash flow hedges | (186) | (227) | |||||||||||||||
| Change in net gains (losses) on other | 2 | 9 | |||||||||||||||
| Total other comprehensive income (loss), net of tax | (50) | (80) | |||||||||||||||
| TOTAL COMPREHENSIVE INCOME | $ | 677 | $ | 971 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| AUGUST 31, | MAY 31, | ||||||||||
| (In millions) | 2025 | 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and equivalents | $ | 7,024 | $ | 7,464 | |||||||
| Short-term investments | 1,551 | 1,687 | |||||||||
| Accounts receivable, net | 4,962 | 4,717 | |||||||||
| Inventories | 8,114 | 7,489 | |||||||||
| Prepaid expenses and other current assets | 2,247 | 2,005 | |||||||||
| Total current assets | 23,898 | 23,362 | |||||||||
| Property, plant and equipment, net | 4,861 | 4,828 | |||||||||
| Operating lease right-of-use assets, net | 2,727 | 2,712 | |||||||||
| Identifiable intangible assets, net | 259 | 259 | |||||||||
| Goodwill | 240 | 240 | |||||||||
| Deferred income taxes and other assets | 5,349 | 5,178 | |||||||||
| TOTAL ASSETS | $ | 37,334 | $ | 36,579 | |||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Notes payable | 4 | 5 | |||||||||
| Accounts payable | 3,772 | 3,479 | |||||||||
| Current portion of operating lease liabilities | 506 | 502 | |||||||||
| Accrued liabilities | 5,923 | 5,911 | |||||||||
| Income taxes payable | 706 | 669 | |||||||||
| Total current liabilities | 10,911 | 10,566 | |||||||||
| Long-term debt | 7,996 | 7,961 | |||||||||
| Operating lease liabilities | 2,555 | 2,550 | |||||||||
| Deferred income taxes and other liabilities | 2,404 | 2,289 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Redeemable preferred stock | — | — | |||||||||
| Shareholders' equity: | |||||||||||
| Common stock at stated value: | |||||||||||
| Class A convertible — 289 and 290 shares outstanding | — | — | |||||||||
| Class B — 1,188 and 1,186 shares outstanding | 3 | 3 | |||||||||
| Capital in excess of stated value | 14,473 | 14,195 | |||||||||
| Accumulated other comprehensive income (loss) | (308) | (258) | |||||||||
| Retained earnings (deficit) | (700) | (727) | |||||||||
| Total shareholders' equity | 13,468 | 13,213 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 37,334 | $ | 36,579 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| THREE MONTHS ENDED AUGUST 31, | ||||||||
| (Dollars in millions) | 2025 | 2024 | ||||||
| Cash provided (used) by operations: | ||||||||
| Net income | $ | 727 | $ | 1,051 | ||||
| Adjustments to reconcile net income to net cash provided (used) by operations: | ||||||||
| Depreciation and amortization | 190 | 188 | ||||||
| Deferred income taxes | (25) | (53) | ||||||
| Stock-based compensation | 185 | 183 | ||||||
| Impairment and other | 8 | (4) | ||||||
| Net foreign currency adjustments | 34 | (7) | ||||||
| Changes in certain working capital components and other assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | (215) | (312) | ||||||
| (Increase) decrease in inventories | (610) | (679) | ||||||
| (Increase) decrease in prepaid expenses, operating lease right-of-use assets and other current and non-current assets | (165) | (265) | ||||||
| Increase (decrease) in accounts payable, accrued liabilities, operating lease liabilities and other current and non-current liabilities | 93 | 292 | ||||||
| Cash provided (used) by operations | 222 | 394 | ||||||
| Cash provided (used) by investing activities: | ||||||||
| Purchases of short-term investments | (355) | (968) | ||||||
| Maturities of short-term investments | 209 | 144 | ||||||
| Sales of short-term investments | 294 | 778 | ||||||
| Additions to property, plant and equipment | (207) | (120) | ||||||
| Cash provided (used) by investing activities | (59) | (166) | ||||||
| Cash provided (used) by financing activities: | ||||||||
| Increase (decrease) in notes payable, net | (1) | 6 | ||||||
| Proceeds from exercise of stock options and other stock issuances | 127 | 131 | ||||||
| Repurchase of common stock | (126) | (1,184) | ||||||
| Dividends — common and preferred | (591) | (558) | ||||||
| Other financing activities | (7) | (17) | ||||||
| Cash provided (used) by financing activities | (598) | (1,622) | ||||||
| Effect of exchange rate changes on cash and equivalents | (5) | 19 | ||||||
| Net increase (decrease) in cash and equivalents | (440) | (1,375) | ||||||
| Cash and equivalents, beginning of period | 7,464 | 9,860 | ||||||
| CASH AND EQUIVALENTS, END OF PERIOD | $ | 7,024 | $ | 8,485 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Non-cash additions to property, plant and equipment | $ | 101 | $ | 48 | ||||
| Dividends declared and not paid | 594 | 554 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NIKE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| COMMON STOCK | CAPITAL IN EXCESS OF STATED VALUE | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | RETAINED EARNINGS (DEFICIT) | TOTAL | |||||||||||||||||||||||||
| CLASS A | CLASS B | ||||||||||||||||||||||||||||
| (In millions, except per share data) | SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||||||||||||||
| Balance at May 31, 2025 | 290 | $ | — | 1,186 | $ | 3 | $ | 14,195 | $ | (258) | $ | (727) | $ | 13,213 | |||||||||||||||
| Stock options exercised | 3 | 126 | 126 | ||||||||||||||||||||||||||
| Conversion to Class B Common Stock | (1) | 1 | — | ||||||||||||||||||||||||||
| Repurchase of Class B Common Stock | (2) | (17) | (106) | (123) | |||||||||||||||||||||||||
| Dividends on common stock ($0.40 per share) and preferred stock ($0.10 per share) | (594) | (594) | |||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | (16) | (16) | |||||||||||||||||||||||||||
| Stock-based compensation | 185 | 185 | |||||||||||||||||||||||||||
| Net income | 727 | 727 | |||||||||||||||||||||||||||
| Other comprehensive income (loss) | (50) | (50) | |||||||||||||||||||||||||||
| Balance at August 31, 2025 | 289 | $ | — | 1,188 | $ | 3 | $ | 14,473 | $ | (308) | $ | (700) | $ | 13,468 |
| COMMON STOCK | CAPITAL IN EXCESS OF STATED VALUE | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | RETAINED EARNINGS (DEFICIT) | TOTAL | |||||||||||||||||||||||||
| CLASS A | CLASS B | ||||||||||||||||||||||||||||
| (In millions, except per share data) | SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||||||||||||||
| Balance at May 31, 2024 | 298 | $ | — | 1,205 | $ | 3 | $ | 13,409 | $ | 53 | $ | 965 | $ | 14,430 | |||||||||||||||
| Stock options exercised | 3 | 124 | 124 | ||||||||||||||||||||||||||
| Repurchase of Class B Common Stock | (15) | (132) | (1,061) | (1,193) | |||||||||||||||||||||||||
| Dividends on common stock ($0.37 per share) and preferred stock ($0.10 per share) | (554) | (554) | |||||||||||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | (27) | 10 | (17) | ||||||||||||||||||||||||||
| Stock-based compensation | 183 | 183 | |||||||||||||||||||||||||||
| Net income | 1,051 | 1,051 | |||||||||||||||||||||||||||
| Other comprehensive income (loss) | (80) | (80) | |||||||||||||||||||||||||||
| Balance at August 31, 2024 | 298 | $ | — | 1,193 | $ | 3 | $ | 13,557 | $ | (27) | $ | 411 | $ | 13,944 |
The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 1 | Summary of Significant Accounting Policies | 7 | ||||||
| NOTE 2 | Accrued Liabilities | 7 | ||||||
| NOTE 3 | Fair Value Measurements | 8 | ||||||
| NOTE 4 | Income Taxes | 9 | ||||||
| NOTE 5 | Stock-Based Compensation | 10 | ||||||
| NOTE 6 | Earnings Per Share | 11 | ||||||
| NOTE 7 | Risk Management and Derivatives | 12 | ||||||
| NOTE 8 | Accumulated Other Comprehensive Income (Loss) | 14 | ||||||
| NOTE 9 | Revenues | 15 | ||||||
| NOTE 10 | Segment Information | 16 | ||||||
| NOTE 11 | Commitments and Contingencies | 18 | ||||||
| NOTE 12 | Supplier Finance Programs | 18 |
| NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
BASIS OF PRESENTATION
The Unaudited Condensed Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the "Company" or "NIKE") and reflect all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. The year-end Condensed Consolidated Balance Sheet data as of May 31, 2025, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). The interim financial information and notes thereto should be read in conjunction with the Company's latest Annual Report on Form 10-K for the fiscal year ended May 31, 2025 (the "Annual Report"). The results of operations for the three months ended August 31, 2025, are not necessarily indicative of results for the entire fiscal year.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company's annual periods beginning June 1, 2025 and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods beginning June 1, 2027, and interim periods beginning June 1, 2028, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.
| NOTE 2 — ACCRUED LIABILITIES |
Accrued liabilities included the following:
| AUGUST 31, | MAY 31, | ||||||||||
| (Dollars in millions) | 2025 | 2025 | |||||||||
| Sales-related reserves | $ | 1,788 | $ | 1,834 | |||||||
| Compensation and benefits, excluding taxes | 1,244 | 1,245 | |||||||||
| Dividends payable | 599 | 598 | |||||||||
| Other | 2,292 | 2,234 | |||||||||
| TOTAL ACCRUED LIABILITIES | $ | 5,923 | $ | 5,911 |
| NOTE 3 — FAIR VALUE MEASUREMENTS |
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives, equity securities and available-for-sale debt securities.
The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of August 31, 2025 and May 31, 2025, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:
| AUGUST 31, 2025 | |||||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | CASH AND EQUIVALENTS | SHORT-TERM INVESTMENTS | ||||||||
| Cash | $ | 1,409 | $ | 1,409 | $ | — | |||||
| Level 1: | |||||||||||
| U.S. Treasury securities | 897 | — | 897 | ||||||||
| Level 2: | |||||||||||
| Commercial paper and bonds | 672 | 35 | 637 | ||||||||
| Money market funds | 5,309 | 5,309 | — | ||||||||
| Time deposits | 271 | 271 | — | ||||||||
| U.S. Agency securities | 17 | — | 17 | ||||||||
| Total Level 2 | 6,269 | 5,615 | 654 | ||||||||
| TOTAL | $ | 8,575 | $ | 7,024 | $ | 1,551 |
| MAY 31, 2025 | |||||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | CASH AND EQUIVALENTS | SHORT-TERM INVESTMENTS | ||||||||
| Cash | $ | 1,221 | $ | 1,221 | $ | — | |||||
| Level 1: | |||||||||||
| U.S. Treasury securities | 1,046 | — | 1,046 | ||||||||
| Level 2: | |||||||||||
| Commercial paper and bonds | 675 | 45 | 630 | ||||||||
| Money market funds | 5,902 | 5,902 | — | ||||||||
| Time deposits | 297 | 295 | 2 | ||||||||
| U.S. Agency securities | 10 | 1 | 9 | ||||||||
| Total Level 2 | 6,884 | 6,243 | 641 | ||||||||
| TOTAL | $ | 9,151 | $ | 7,464 | $ | 1,687 | |||||
As of August 31, 2025, the Company held $582 million of available-for-sale debt securities with maturity dates within one year and $969 million with maturity dates greater than one year and less than five years in Short-term investments on the Unaudited Condensed Consolidated Balance Sheets. The fair value of the Company's available-for-sale debt securities approximates their amortized cost.
Included in Interest expense (income), net was interest income related to the Company's investment portfolio of $83 million and $120 million for the three months ended August 31, 2025 and 2024, respectively.
The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement:
| AUGUST 31, 2025 | |||||||||||||||||||||||
| DERIVATIVE ASSETS | DERIVATIVE LIABILITIES | ||||||||||||||||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | OTHER CURRENT ASSETS | OTHER LONG-TERM ASSETS | LIABILITIES AT FAIR VALUE | ACCRUED LIABILITIES | OTHER LONG-TERM LIABILITIES | |||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Foreign exchange forwards and options(1) | $ | 133 | $ | 107 | $ | 26 | $ | 518 | $ | 348 | $ | 170 | |||||||||||
| Interest rate swaps(1) | 55 | — | 55 | — | — | — | |||||||||||||||||
| TOTAL | $ | 188 | $ | 107 | $ | 81 | $ | 518 | $ | 348 | $ | 170 |
*(1)*If the foreign exchange and interest rate swap derivative instruments had been netted on the Unaudited Condensed Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $188 million as of August 31, 2025. As of that date, the Company posted $175 million cash collateral to various counterparties on the derivative liability balance and no amount of collateral was received from counterparties on the derivative asset balance.
| MAY 31, 2025 | |||||||||||||||||||||||
| DERIVATIVE ASSETS | DERIVATIVE LIABILITIES | ||||||||||||||||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | OTHER CURRENT ASSETS | OTHER LONG-TERM ASSETS | LIABILITIES AT FAIR VALUE | ACCRUED LIABILITIES | OTHER LONG-TERM LIABILITIES | |||||||||||||||||
| Level 2: | |||||||||||||||||||||||
| Foreign exchange forwards and options(1) | $ | 107 | $ | 85 | $ | 22 | $ | 368 | $ | 226 | $ | 142 | |||||||||||
| Interest rate swaps(1) | 24 | — | 24 | 3 | — | 3 | |||||||||||||||||
| TOTAL | $ | 131 | $ | 85 | $ | 46 | $ | 371 | $ | 226 | $ | 145 | |||||||||||
*(1)*If the foreign exchange and interest rate swap derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $131 million as of May 31, 2025. As of that date, the Company posted $166 million cash collateral to various counterparties on the derivative liability balance and no amount of collateral was received from counterparties on the derivative asset balance.
For additional information related to the Company's derivative financial instruments and credit risk, refer to Note 7 — Risk Management and Derivatives.
The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.
FINANCIAL ASSETS AND LIABILITIES NOT RECORDED AT FAIR VALUE
The Company's Long-term debt is recorded at adjusted cost, net of unamortized premiums, discounts, debt issuance costs and interest rate swap fair value adjustments. The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). The fair value of the Company's Long-term debt, excluding interest rate swap fair value adjustments, was approximately $6,794 million at August 31, 2025 and $6,673 million at May 31, 2025.
| NOTE 4 — INCOME TAXES |
The effective tax rate was 21.1% and 19.6% for the three months ended August 31, 2025 and 2024, respectively. The increase in the Company's effective tax rate was primarily due to decreased benefits from stock-based compensation.
On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act. Certain provisions were effective for NIKE beginning June 1, 2025. Based on the Company's current analysis of the provisions, the Company does not expect these tax law changes to have a material impact on the Company's financial statements; however, the Company will continue to evaluate their impact as further information becomes available.
As of August 31, 2025, total gross unrecognized tax benefits, excluding related interest and penalties, were $1,021 million, $748 million of which would affect the Company's effective tax rate if recognized in future periods. The majority of total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets. As of May 31, 2025, total gross unrecognized tax benefits, excluding related interest and penalties, were $1,026 million. As of August 31, 2025 and May 31, 2025, accrued interest and penalties
related to uncertain tax positions were $392 million and $376 million, respectively, (excluding federal benefit) and included within Deferred income taxes and other liabilities on the Unaudited Condensed Consolidated Balance Sheets.
The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company is currently under audit by the U.S. Internal Revenue Service ("IRS") for fiscal years 2017 through 2023. The Company has closed all U.S. federal income tax matters through fiscal year 2016, with the exception of certain transfer pricing adjustments. In certain major foreign jurisdictions, tax years after 2014 remain subject to examination.
Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $228 million within the next 12 months primarily as a result of the expected resolution with the IRS of certain U.S. federal income tax matters for fiscal years 2017 through 2019 related to transfer pricing adjustments, research and development credits and other items.
In January 2019, the European Commission opened a formal investigation to examine whether the Netherlands has breached State Aid rules when granting certain tax rulings to the Company. The Company believes the investigation is without merit. If this matter is adversely resolved, the Netherlands may be required to assess additional amounts with respect to prior periods, and the Company's income taxes related to prior periods in the Netherlands could increase.
| NOTE 5 — STOCK-BASED COMPENSATION |
STOCK-BASED COMPENSATION
The NIKE, Inc. Stock Incentive Plan (the "Stock Incentive Plan") provides for the issuance of up to 843 million previously unissued shares of Class B Common Stock in connection with equity awards granted under the Stock Incentive Plan. The Stock Incentive Plan authorizes the grant of non-statutory stock options, incentive stock options, stock appreciation rights and stock awards, including restricted stock and restricted stock units. Restricted stock units include both time-vesting restricted stock units as well as performance-based restricted stock units ("PSUs"). In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount from the market price under employee stock purchase plans ("ESPPs").
The following table summarizes the Company's total stock-based compensation expense recognized within Cost of sales or Operating overhead expense, as applicable:
| THREE MONTHS ENDED AUGUST 31, | |||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | |||||||||||||||
| Stock options(1) | $ | 76 | $ | 71 | |||||||||||||
| ESPPs | 15 | 13 | |||||||||||||||
| Restricted stock and restricted stock units(2) | 94 | 99 | |||||||||||||||
| TOTAL STOCK-BASED COMPENSATION EXPENSE | $ | 185 | $ | 183 |
*(1)*Expense for stock options includes the expense associated with stock appreciation rights.
*(2)*Expense for restricted stock units includes an immaterial amount of expense for PSUs.
STOCK OPTIONS
As of August 31, 2025, the Company had $309 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.4 years.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
As of August 31, 2025, the Company had $522 million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized within Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.3 years.
| NOTE 6 — EARNINGS PER SHARE |
The following is a reconciliation from basic earnings per common share to diluted earnings per common share. The computations of diluted earnings per common share exclude restricted stock, restricted stock units and options, including shares under ESPPs, to purchase an estimated additional 68.3 million and 61.1 million shares of common stock outstanding for the three months ended August 31, 2025 and 2024, respectively, because the awards were assumed to be anti-dilutive.
| THREE MONTHS ENDED AUGUST 31, | |||||||||||||||||
| (In millions, except per share data) | 2025 | 2024 | |||||||||||||||
| Net income available to common stockholders | $ | 727 | $ | 1,051 | |||||||||||||
| Determination of shares: | |||||||||||||||||
| Weighted average common shares outstanding | 1,476.6 | 1,497.7 | |||||||||||||||
| Assumed conversion of dilutive stock options and awards | 2.4 | 4.3 | |||||||||||||||
| DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 1,479.0 | 1,502.0 | |||||||||||||||
| Earnings per common share: | |||||||||||||||||
| Basic | $ | 0.49 | $ | 0.70 | |||||||||||||
| Diluted | $ | 0.49 | $ | 0.70 |
| NOTE 7 — RISK MANAGEMENT AND DERIVATIVES |
The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. As of and for the three months ended August 31, 2025, there have been no material changes to the Company's hedging program or strategy from what was disclosed within the Annual Report.
The majority of derivatives outstanding as of August 31, 2025, are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, Chinese Yuan/U.S. Dollar, British Pound/Euro and Japanese Yen/U.S. Dollar currency pairs. All derivatives are recognized on the Unaudited Condensed Consolidated Balance Sheets at fair value and classified based on the instrument's maturity date.
The following tables present the fair values of derivative instruments included within the Unaudited Condensed Consolidated Balance Sheets:
| DERIVATIVE ASSETS | ||||||||||||||
| BALANCE SHEET LOCATION | AUGUST 31, | MAY 31, | ||||||||||||
| (Dollars in millions) | 2025 | 2025 | ||||||||||||
| Derivatives formally designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Prepaid expenses and other current assets | $ | 95 | $ | 75 | |||||||||
| Foreign exchange forwards and options | Deferred income taxes and other assets | 26 | 22 | |||||||||||
| Interest rate swaps | Deferred income taxes and other assets | 55 | 24 | |||||||||||
| Total derivatives formally designated as hedging instruments | 176 | 121 | ||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Prepaid expenses and other current assets | 12 | 10 | |||||||||||
| Total derivatives not designated as hedging instruments | 12 | 10 | ||||||||||||
| TOTAL DERIVATIVE ASSETS | $ | 188 | $ | 131 | ||||||||||
| DERIVATIVE LIABILITIES | ||||||||||||||
| BALANCE SHEET LOCATION | AUGUST 31, | MAY 31, | ||||||||||||
| (Dollars in millions) | 2025 | 2025 | ||||||||||||
| Derivatives formally designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Accrued liabilities | $ | 339 | $ | 216 | |||||||||
| Foreign exchange forwards and options | Deferred income taxes and other liabilities | 170 | 142 | |||||||||||
| Interest rate swaps | Deferred income taxes and other liabilities | — | 3 | |||||||||||
| Total derivatives formally designated as hedging instruments | 509 | 361 | ||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||
| Foreign exchange forwards and options | Accrued liabilities | 9 | 10 | |||||||||||
| Total derivatives not designated as hedging instruments | 9 | 10 | ||||||||||||
| TOTAL DERIVATIVE LIABILITIES | $ | 518 | $ | 371 |
The following tables present the amounts affecting the Unaudited Condensed Consolidated Statements of Income:
| (Dollars in millions) | AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES**(1)** | AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME**(1)** | |||||||||||||||||||||
| THREE MONTHS ENDED AUGUST 31, | LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME | THREE MONTHS ENDED AUGUST 31, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||
| Foreign exchange forwards and options | $ | 43 | $ | (44) | Revenues | $ | (7) | $ | (21) | ||||||||||||||
| Foreign exchange forwards and options | (153) | (98) | Cost of sales | 50 | 70 | ||||||||||||||||||
| Foreign exchange forwards and options | (48) | (29) | Other (income) expense, net | (14) | 30 | ||||||||||||||||||
| Interest rate swaps(2) | — | — | Interest expense (income), net | (2) | (2) | ||||||||||||||||||
| TOTAL DESIGNATED CASH FLOW HEDGES | $ | (158) | $ | (171) | $ | 27 | $ | 77 |
*(1)*For the three months ended August 31, 2025 and 2024, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.
*(2)*Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt.
| AMOUNT OF GAIN (LOSS) RECOGNIZED IN INCOME ON DERIVATIVES | LOCATION OF GAIN (LOSS) RECOGNIZED IN INCOME ON DERIVATIVES | |||||||||||||||||||
| THREE MONTHS ENDED AUGUST 31, | ||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | ||||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||||
| Foreign exchange forwards and options | $ | 17 | $ | — | Other (income) expense, net | |||||||||||||||
CASH FLOW HEDGES
The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was approximately $18.5 billion and $18.4 billion as of August 31, 2025 and May 31, 2025, respectively. Approximately $183 million of deferred net losses (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) as of August 31, 2025, are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income. Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivative contracts currently outstanding mature. As of August 31, 2025, the maximum term over which the Company hedges exposures to the variability of cash flows for its forecasted transactions was 33 months.
FAIR VALUE HEDGES
The total notional amount of outstanding interest rate swap contracts designated as fair value hedges was $2.4 billion as of August 31, 2025 and May 31, 2025.
UNDESIGNATED DERIVATIVE INSTRUMENTS
The total notional amount of outstanding undesignated derivative instruments was $4.1 billion and $4.0 billion as of August 31, 2025 and May 31, 2025, respectively.
CREDIT RISK
As of August 31, 2025, the Company was in compliance with all credit risk-related contingent features and considers the impact of the risk of counterparty default to be immaterial. For additional information related to the Company's derivative financial instruments and collateral, refer to Note 3 — Fair Value Measurements.
| NOTE 8 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
The changes in Accumulated other comprehensive income (loss), net of tax, were as follows:
| (Dollars in millions) | FOREIGN CURRENCY TRANSLATION ADJUSTMENT**(1)** | CASH FLOW HEDGES | NET INVESTMENT HEDGES**(1)** | OTHER | TOTAL | ||||||||||||
| Balance at May 31, 2025 | $ | (114) | $ | (207) | $ | 115 | $ | (52) | $ | (258) | |||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Other comprehensive gains (losses) before reclassifications(2) | 134 | (155) | — | 2 | (19) | ||||||||||||
| Reclassifications to net income of previously deferred (gains) losses(2)(3) | — | (31) | — | — | (31) | ||||||||||||
| Total other comprehensive income (loss) | 134 | (186) | — | 2 | (50) | ||||||||||||
| Balance at August 31, 2025 | $ | 20 | $ | (393) | $ | 115 | $ | (50) | $ | (308) |
*(1)*The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.
*(2)*Net of immaterial tax impact.
*(3)*Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.
| (Dollars in millions) | FOREIGN CURRENCY TRANSLATION ADJUSTMENT**(1)** | CASH FLOW HEDGES | NET INVESTMENT HEDGES**(1)** | OTHER | TOTAL | ||||||||||||
| Balance at May 31, 2024 | $ | (256) | $ | 247 | $ | 115 | $ | (53) | $ | 53 | |||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Other comprehensive gains (losses) before reclassifications(2) | 137 | (151) | — | 7 | (7) | ||||||||||||
| Reclassifications to net income of previously deferred (gains) losses(2)(3) | 1 | (76) | — | 2 | (73) | ||||||||||||
| Total other comprehensive income (loss) | 138 | (227) | — | 9 | (80) | ||||||||||||
| Balance at August 31, 2024 | $ | (118) | $ | 20 | $ | 115 | $ | (44) | $ | (27) |
*(1)*The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.
*(2)*Net of immaterial tax impact.
*(3)*Reclassifications to net income of previously deferred (gains) losses are recorded within Other (income) expense, net for foreign currency translation adjustment, net investment hedges, and other.
For additional information related to the Company's cash flow hedges refer to Note 7 — Risk Management and Derivatives.
| NOTE 9 — REVENUES |
DISAGGREGATION OF REVENUES
The following tables present the Company's Revenues by reportable operating segment, disaggregated by major product line and distribution channel:
| THREE MONTHS ENDED AUGUST 31, 2025 | |||||||||||||||||||||||||||||
| (Dollars in millions) | NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 3,219 | $ | 2,021 | $ | 1,109 | $ | 1,061 | $ | — | $ | 7,410 | $ | 321 | $ | — | $ | 7,731 | |||||||||||
| Apparel | 1,474 | 1,106 | 362 | 371 | — | 3,313 | 11 | — | 3,324 | ||||||||||||||||||||
| Equipment | 327 | 204 | 41 | 58 | — | 630 | 8 | — | 638 | ||||||||||||||||||||
| Other | — | — | — | — | 9 | 9 | 26 | (8) | 27 | ||||||||||||||||||||
| TOTAL REVENUES | $ | 5,020 | $ | 3,331 | $ | 1,512 | $ | 1,490 | $ | 9 | $ | 11,362 | $ | 366 | $ | (8) | $ | 11,720 | |||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 2,736 | $ | 2,261 | $ | 893 | $ | 949 | $ | — | $ | 6,839 | $ | 195 | $ | — | $ | 7,034 | |||||||||||
| Sales through Direct to Consumer | 2,284 | 1,070 | 619 | 541 | — | 4,514 | 145 | — | 4,659 | ||||||||||||||||||||
| Other | — | — | — | — | 9 | 9 | 26 | (8) | 27 | ||||||||||||||||||||
| TOTAL REVENUES | $ | 5,020 | $ | 3,331 | $ | 1,512 | $ | 1,490 | $ | 9 | $ | 11,362 | $ | 366 | $ | (8) | $ | 11,720 |
| THREE MONTHS ENDED AUGUST 31, 2024 | |||||||||||||||||||||||||||||
| (Dollars in millions) | NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Footwear | $ | 3,212 | $ | 1,952 | $ | 1,246 | $ | 1,052 | $ | — | $ | 7,462 | $ | 436 | $ | — | $ | 7,898 | |||||||||||
| Apparel | 1,331 | 993 | 360 | 348 | — | 3,032 | 17 | — | 3,049 | ||||||||||||||||||||
| Equipment | 283 | 198 | 60 | 62 | — | 603 | 12 | — | 615 | ||||||||||||||||||||
| Other | — | — | — | — | 14 | 14 | 36 | (23) | 27 | ||||||||||||||||||||
| TOTAL REVENUES | $ | 4,826 | $ | 3,143 | $ | 1,666 | $ | 1,462 | $ | 14 | $ | 11,111 | $ | 501 | $ | (23) | $ | 11,589 | |||||||||||
| Revenues by: | |||||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 2,475 | $ | 2,074 | $ | 971 | $ | 890 | $ | — | $ | 6,410 | $ | 275 | $ | — | $ | 6,685 | |||||||||||
| Sales through Direct to Consumer | 2,351 | 1,069 | 695 | 572 | — | 4,687 | 190 | — | 4,877 | ||||||||||||||||||||
| Other | — | — | — | — | 14 | 14 | 36 | (23) | 27 | ||||||||||||||||||||
| TOTAL REVENUES | $ | 4,826 | $ | 3,143 | $ | 1,666 | $ | 1,462 | $ | 14 | $ | 11,111 | $ | 501 | $ | (23) | $ | 11,589 |
Global Brand Divisions revenues included NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Converse Other revenues were primarily attributable to licensing businesses. Corporate revenues primarily consisted of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse, but managed through the Company's central foreign exchange risk management program.
As of August 31, 2025 and May 31, 2025, the Company did not have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets.
| NOTE 10 — SEGMENT INFORMATION |
The Company's reportable operating segments reflect the structure of the Company's internal organization and the financial information the Chief Operating Decision Maker ("CODM"), the Company's Chief Executive Officer, regularly reviews to assess Company performance and allocate resources. The CODM evaluates the performance of the Company's segments and allocates resources based on earnings before interest and taxes ("EBIT"), which represents Net income before Interest expense (income), net and Income tax expense in the Unaudited Condensed Consolidated Statements of Income.
The Company's segments are defined as follows:
NIKE BRAND
The NIKE Brand reportable operating segments are: North America; Europe, Middle East & Africa ("EMEA"); Greater China; and Asia Pacific & Latin America ("APLA"), and include results for the NIKE and Jordan brands. Each NIKE Brand segment represents a geographic region operating predominantly in one industry: the design, development, marketing and selling of athletic footwear, apparel and equipment.
Global Brand Divisions is included within NIKE Brand for presentation purposes to align with the way management views the Company. Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. Global Brand Divisions primarily represents costs, 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.
CONVERSE
Converse operates in one industry: the design, marketing, licensing and selling of casual sneakers, apparel and accessories.
CORPORATE
Corporate consists primarily of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to the Company's headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses, including certain hedge gains and losses.
As part of the Company's centrally managed foreign exchange risk management program, standard foreign currency rates are assigned twice per year to each NIKE Brand entity in the Company's geographic segments and to Converse. Inventories and Cost of sales for geographic segments and Converse reflect the use of these standard rates to recognize non-functional currency product purchases in the entity's functional currency. Differences between these standard rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses and other conversion gains and losses.
| THREE MONTHS ENDED AUGUST 31, 2025 | |||||||||||||||||||||||||||||
| (Dollars in millions) | NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues | $ | 5,020 | $ | 3,331 | $ | 1,512 | $ | 1,490 | $ | 9 | $ | 11,362 | $ | 366 | $ | (8) | $ | 11,720 | |||||||||||
| Cost of Sales | 2,897 | 1,900 | 798 | 838 | 168 | 6,601 | 193 | (17) | 6,777 | ||||||||||||||||||||
| Gross profit | 2,123 | 1,431 | 714 | 652 | (159) | 4,761 | 173 | 9 | 4,943 | ||||||||||||||||||||
| Demand creation expense | 442 | 313 | 99 | 97 | 203 | 1,154 | 33 | 1 | 1,188 | ||||||||||||||||||||
| Operating overhead expense | 547 | 382 | 238 | 208 | 831 | 2,206 | 102 | 520 | 2,828 | ||||||||||||||||||||
| Total selling and administrative expense | 989 | 695 | 337 | 305 | 1,034 | 3,360 | 135 | 521 | 4,016 | ||||||||||||||||||||
| Other segment items(1) | — | 1 | — | (3) | (1) | (3) | (1) | 27 | 23 | ||||||||||||||||||||
| EARNINGS (LOSS) BEFORE INTEREST AND TAXES | $ | 1,134 | $ | 735 | $ | 377 | $ | 350 | $ | (1,192) | $ | 1,404 | $ | 39 | $ | (539) | |||||||||||||
| Interest expense (income), net | (18) | ||||||||||||||||||||||||||||
| TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES | $ | 922 | |||||||||||||||||||||||||||
| Supplemental information: | |||||||||||||||||||||||||||||
| Depreciation and amortization(2) | $ | 38 | 39 | 12 | 16 | 54 | 159 | 2 | 29 | $ | 190 |
*(1)*At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business. At Corporate, this also includes foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments.
*(2)*The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.
| THREE MONTHS ENDED AUGUST 31, 2024 | |||||||||||||||||||||||||||||
| (Dollars in millions) | NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||||
| Revenues | $ | 4,826 | $ | 3,143 | $ | 1,666 | $ | 1,462 | $ | 14 | $ | 11,111 | $ | 501 | $ | (23) | $ | 11,589 | |||||||||||
| Cost of Sales | 2,627 | 1,695 | 855 | 782 | 153 | 6,112 | 233 | (13) | 6,332 | ||||||||||||||||||||
| Gross profit | 2,199 | 1,448 | 811 | 680 | (139) | 4,999 | 268 | (10) | 5,257 | ||||||||||||||||||||
| Demand creation expense | 452 | 290 | 114 | 90 | 242 | 1,188 | 35 | 3 | 1,226 | ||||||||||||||||||||
| Operating overhead expense | 529 | 366 | 240 | 188 | 846 | 2,169 | 113 | 540 | 2,822 | ||||||||||||||||||||
| Total selling and administrative expense | 981 | 656 | 354 | 278 | 1,088 | 3,357 | 148 | 543 | 4,048 | ||||||||||||||||||||
| Other segment items(1) | 2 | — | (45) | — | — | (43) | (1) | (11) | (55) | ||||||||||||||||||||
| EARNINGS (LOSS) BEFORE INTEREST AND TAXES | $ | 1,216 | $ | 792 | $ | 502 | $ | 402 | $ | (1,227) | $ | 1,685 | $ | 121 | $ | (542) | |||||||||||||
| Interest expense (income), net | (43) | ||||||||||||||||||||||||||||
| TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES | $ | 1,307 | |||||||||||||||||||||||||||
| Supplemental information: | |||||||||||||||||||||||||||||
| Depreciation and amortization(2) | $ | 36 | 35 | 13 | 11 | 57 | 152 | 4 | 32 | $ | 188 |
*(1)*At NIKE Brand segments and Converse, other segment items consist of unusual or non-operating transactions that occur outside the normal course of business. At Corporate, this also includes foreign currency conversion gains and losses from the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments.
*(2)*The amounts of depreciation and amortization disclosed by segment are included within Cost of sales and Operating overhead expense, as applicable.
| AUGUST 31, | MAY 31, | ||||||||||
| (Dollars in millions) | 2025 | 2025 | |||||||||
| INVENTORIES(1) | |||||||||||
| North America | $ | 3,524 | $ | 3,198 | |||||||
| Europe, Middle East & Africa | 2,128 | 2,042 | |||||||||
| Greater China | 1,097 | 951 | |||||||||
| Asia Pacific & Latin America | 1,066 | 905 | |||||||||
| Global Brand Divisions | 142 | 148 | |||||||||
| TOTAL NIKE BRAND | 7,957 | 7,244 | |||||||||
| Converse | 247 | 272 | |||||||||
| Corporate | (90) | (27) | |||||||||
| TOTAL NIKE, INC. INVENTORIES | $ | 8,114 | $ | 7,489 |
*(1)*Inventories as of August 31, 2025 and May 31, 2025 were substantially all finished goods.
NOTE 11 — COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company is subject to various legal proceedings, claims and government investigations relating to its business, products and actions of its employees and representatives, including contractual and employment relationships, product liability, antitrust, customs, tax, intellectual property and other matters. The outcome of these legal matters is inherently uncertain, and the Company cannot predict the eventual outcome of currently pending matters, the timing of their ultimate resolution or the eventual losses, fines, penalties or consequences relating to those matters. When a loss related to a legal proceeding or claim is probable and reasonably estimable, the Company accrues its best estimate for the ultimate resolution of the matter. If one or more legal matters were to be resolved against the Company in a reporting period for amounts above management's expectations, the Company's financial position, operating results and cash flows for that reporting period could be materially adversely affected. In the opinion of management, based on its current knowledge and after consultation with counsel, the Company does not believe any currently pending legal matters will have a material adverse impact on the Company's results of operations, financial position or cash flows, except as described below.
BELGIAN CUSTOMS CLAIM
The Company has received claims for certain years from Belgian Customs for alleged underpaid duties related to products imported beginning in fiscal 2018. The Company disputes these claims and has engaged in the appellate process. The Company has issued bank guarantees in order to appeal the claims. At this time, the Company is unable to estimate the range of loss and cannot predict the final outcome as it could take several years to reach a resolution on this matter. If this matter is ultimately resolved against the Company, the amounts owed, including fines, penalties and other consequences relating to the matter, could have a material adverse effect on the Company's results of operations, financial position and cash flows.
NOTE 12 — SUPPLIER FINANCE PROGRAMS
Certain financial institutions offer voluntary supplier finance programs facilitated through a third-party platform that provide participating suppliers the option to finance valid payment obligations from the Company. The Company is not a party to agreements negotiated between participating suppliers and third-party financial institutions. The Company's obligations to its suppliers, including amounts due and payment terms, are not affected by a supplier's decision to participate in these programs and the Company does not provide guarantees to third parties in connection with these programs. As of August 31, 2025 and May 31, 2025, the Company had $1,314 million and $1,101 million, respectively, of outstanding supplier obligations confirmed as valid under these programs. These amounts are included within Accounts payable on the Unaudited Condensed Consolidated Balance Sheets.
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