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What changed in Nike, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Nike, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+317 added−337 removedSource: 10-K (2025-07-17) vs 10-K (2024-07-25)

Top changes in Nike, Inc.'s 2025 10-K

317 paragraphs added · 337 removed · 262 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

56 edited+13 added−17 removed44 unchanged
Biggest changeWe sell a line of performance equipment and accessories under the NIKE Brand name, including bags, socks, sport balls, eyewear, timepieces, digital devices, bats, gloves, protective equipment and other equipment designed for sports activities. We also sell small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary, NIKE IHM, Inc., doing business as Air Manufacturing Innovation.
Biggest changeWe often market footwear, apparel and accessories in "collections" of similar use. We also market apparel with licensed college and professional team and league logos. We sell a line of performance equipment and accessories under the NIKE Brand name, including bags, socks, sport balls, eyewear, timepieces, digital devices, bats, gloves, protective equipment and other equipment designed for sports activities.
Both programs are focused on rewarding employees for company performance, which we believe reinforces our culture and rewards behaviors that support collaboration and teamwork. • We provide comprehensive family care benefits in the U.S. and globally where practicable, including family planning coverage, backup care and child/elder care assistance as well as an income-based childcare subsidy for eligible employees. • Our Military Leave benefit provides up to 12 weeks of paid time off every 12 months. • We offer free access to our sport centers at our World Headquarters for our full-time employees and North America store employees. • We provide employees free access to mindfulness and meditation resources, as well as live classes through our sport centers. • We provide all employees and their families globally with free and confidential visits with a mental health counselor through a third-party provider and our global Employee Assistance Program (EAP). • We provide support to our employees in a variety of ways during times of crisis, including pay continuity under certain circumstances, and our natural disaster assistance program. • We provide a hybrid work approach for the majority of employees, as well as a Four Week Flex program, which provides employees an opportunity to work remotely for up to four weeks per year. • We offer a Well-Being Week where we close our corporate offices for a full week in the summer and Well-Being Days for our teammates in our retail stores and distribution centers, and encourage our teammates to focus on their well-being. • We provide inclusive family planning benefits and transgender healthcare coverage for eligible employees covered on the U.S.
Both programs are focused on rewarding employees for company performance, which we believe reinforces our culture and rewards behaviors that support collaboration and teamwork. • We provide comprehensive family care benefits in the U.S. and globally where practicable, including family planning coverage, backup care and child/elder care assistance as well as an income-based childcare subsidy for eligible employees. • Our Military Leave benefit provides up to 12 weeks of paid time off every 12 months. • We offer free access to our sport centers at our World Headquarters for our full-time employees and North America store employees. • We provide employees free access to mindfulness and meditation resources, as well as live classes through our sport centers. • We provide all employees and their families globally with free and confidential visits with a mental health counselor through a third-party provider and our global Employee Assistance Program (EAP). • We provide support to our employees in a variety of ways during times of crisis, including pay continuity under certain circumstances, and our natural disaster assistance program. • We provide a hybrid work approach for the majority of employees, as well as a Four Week Flex program, which provides employees an opportunity to work remotely for up to four weeks per year. • We offer a Well-Being Week where we close our corporate offices for a full week in the summer and Well-Being Days for our teammates in our retail stores and distribution centers, and encourage our teammates to focus on their well-being. • We provide inclusive healthcare coverage and family planning benefits for eligible employees covered on the U.S.
Changes in, and responses to, U.S. trade policies, including the imposition of tariffs or penalties on imported goods or retaliatory measures by other countries, have negatively affected, and could in the future negatively affect, U.S. corporations, including NIKE, with business operations and/or consumer markets in those countries, which could also make it necessary for us to change the way we conduct business, either of which may have an adverse effect on our business, financial condition or our results of operations.
Changes in, and responses to, U.S. trade policies, including the imposition of tariffs or penalties on imported goods or retaliatory measures by other countries, have negatively affected, and could in the future materially negatively affect, U.S. corporations, including NIKE, with business operations and/or consumer markets in those countries, which could also make it necessary for us to change the way we conduct business, either of which may have an adverse effect on our business, financial condition or our results of operations.
The principal materials used in our apparel products are natural and synthetic fabrics, yarns and threads (both virgin and recycled); specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and repel rain and/or snow; and plastic and metal hardware.
The principal materials used in our apparel products are natural and synthetic fabrics, yarns, trims and threads (both virgin and recycled); specialized performance fabrics designed to efficiently wick moisture away from the body, retain heat and repel rain and/or snow; and plastic and metal hardware.
We sell our products to thousands of wholesale accounts in the United States, including a mix of footwear stores, sporting goods stores, athletic specialty stores, department stores, skate, tennis and golf shops and other wholesale accounts. In the United States, we utilize NIKE sales offices to solicit such sales.
We sell our products to wholesale accounts in the United States, including a mix of footwear stores, sporting goods stores, athletic specialty stores, department stores, skate, tennis and golf shops and other wholesale accounts. In the United States, we utilize NIKE sales offices to solicit such sales.
However, we believe we could abate any such disruption, and that much of the adverse impact on supply would, therefore, be of a short-term nature, although alternate sources of supply might not be as cost-effective and could have an ongoing adverse impact on profitability. 2024 FORM 10-K 4 Table of Contents Our international operations are also subject to compliance with the U.S.
However, we believe we could abate any such disruption, and that much of the adverse impact on supply would, therefore, be of a short-term nature, although alternate sources of supply might not be as cost-effective and could have an ongoing adverse impact on profitability. 2025 FORM 10-K 4 Table of Contents Our international operations are also subject to compliance with the U.S.
We also continue to vigorously protect and enforce our intellectual property, including trademarks, patents and trade secrets against third-party infringement and misappropriation. 2024 FORM 10-K 5 Table of Contents HUMAN CAPITAL RESOURCES At NIKE, we consider the strength and effective management of our workforce to be essential to the ongoing success of our business.
We also continue to vigorously protect and enforce our intellectual property, including trademarks, patents and trade secrets against third-party infringement and misappropriation. 2025 FORM 10-K 5 Table of Contents HUMAN CAPITAL RESOURCES At NIKE, we consider the strength and effective management of our workforce to be essential to the ongoing success of our business.
Williams held executive leadership positions at The Coca-Cola Company as well as roles at CIBA Vision, a subsidiary of Novartis AG, and Kraft Foods Inc. Mr. Williams also served five years in the U.S. Navy as a Naval Nuclear Power Officer. 2024 FORM 10-K 8 Table of Contents
Williams held executive leadership positions at The Coca-Cola Company as well as roles at CIBA Vision, a subsidiary of Novartis AG, and Kraft Foods Inc. Mr. Williams also served five years in the U.S. Navy as a Naval Nuclear Power Officer. 2025 FORM 10-K 8 Table of Contents
During fiscal 2024, Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St. Charles, Missouri, as well as contract manufacturers in China and Vietnam, were our suppliers of NIKE Air-Sole and other cushioning components used in footwear.
During fiscal 2025, Air Manufacturing Innovation, a wholly-owned subsidiary, with facilities near Beaverton, Oregon, in Dong Nai Province, Vietnam, and St. Charles, Missouri, as well as contract manufacturers in China and Vietnam, were our suppliers of NIKE Air-Sole and other cushioning components used in footwear.
Employee athletes, athletes engaged under sports marketing contracts and other athletes wear-test and evaluate products during the design and development process. As we continue to develop new technologies, we are simultaneously focused on the design of innovative products and experiences incorporating such technologies throughout our product categories and consumer applications.
Employee athletes, athletes engaged under sports marketing contracts and other athletes wear-test and evaluate products during the design and development process. As we continue to develop new technologies, we are simultaneously focused on the design of innovative products and experiences incorporating such technologies throughout our products and consumer applications.
From time to time, certain materials used in the production of our products experience periods of high demand, shortages and price volatility. In fiscal 2024, contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products. Refer to Item 1A.
From time to time, certain materials used in the production of our products experience periods of high demand, shortages and price volatility. In fiscal 2025, contract manufacturers were able to source sufficient quantities of raw materials for use in our footwear and apparel products. Refer to Item 1A.
INTERNATIONAL OPERATIONS AND TRADE Our international operations and sources of supply are subject to the usual risks of doing business abroad, such as the implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping measures, quotas, safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world, political tensions, instability, conflicts, nationalism and terrorism, and resulting sanctions and other measures imposed in response to such issues.
INTERNATIONAL OPERATIONS AND TRADE Our international operations and sources of supply are subject to the usual risks of doing business abroad, such as the implementation of, or potential changes in, foreign and domestic trade policies, increases in import duties, anti-dumping measures, quotas, trade agreement enforcement practices, safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world, political tensions, instability, conflicts, nationalism and terrorism, and resulting sanctions and other measures imposed in response to such issues.
On our NIKE corporate website, located at investors.nike.com, we post the following filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the United States Securities and Exchange Commission (the "SEC"): our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended.
On our NIKE corporate website, located at investors.nike.com, we post the following filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended.
We are also monitoring for and advocating against other impediments that may limit or delay customs clearance for imports of footwear, apparel and equipment. NIKE also advocates for trade liberalization for footwear and apparel in a number of bilateral and multilateral free trade agreements.
We are also monitoring for other impediments that may limit or delay customs clearance for imports of footwear, apparel and equipment and advocating for trade facilitation. NIKE also advocates for trade liberalization for footwear and apparel in a number of bilateral and multilateral free trade agreements.
Information contained on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 2024 FORM 10-K 7 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of NIKE, Inc. as of July 25, 2024, are as follows: Mark Parker , Executive Chairman — Mr.
Information contained on or accessible through our website is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 2025 FORM 10-K 7 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of NIKE, Inc. as of July 17, 2025, are as follows: Mark Parker , Executive Chairman — Mr.
We aim to do this by creating groundbreaking sport innovations, making our products more sustainably, building a creative and diverse global team, supporting the well-being of our employees and making a positive impact in communities where we live and work.
We aim to do this by creating groundbreaking sport innovations, making our products more sustainably, building a creative global team with diverse experiences, backgrounds and perspectives, supporting the well-being of our employees and making a positive impact in communities where we live and work.
We sell our products through NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital") and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world.
We sell our products through NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital") and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world. We also offer interactive consumer services and experiences.
UNITED STATES MARKET For fiscal 2024, NIKE Brand and Converse sales in the United States accounted for approximately 42% of total revenues, compared to 43% and 40% for fiscal 2023 and fiscal 2022, respectively.
UNITED STATES MARKET For fiscal 2025, NIKE Brand and Converse sales in the United States accounted for approximately 43% of total revenues, compared to 42% and 43% for fiscal 2024 and fiscal 2023, respectively.
Notwithstanding our efforts, protectionist measures have resulted in increases in the cost of our products, and additional measures, if implemented, could adversely affect sales and/or profitability for NIKE, as well as the imported footwear and apparel industry as a whole.
Notwithstanding our efforts, protectionist measures have resulted in increases in the cost of our products, and additional measures, if implemented, will adversely affect sales and/or profitability for NIKE, as well as the imported footwear and apparel industry as a whole, possibly materially.
Parker previously served in various roles at NIKE including President of the NIKE Brand, Vice President of Global Footwear, General Manager, corporate Vice President and divisional Vice President in charge of product development. John Donahoe II , President and Chief Executive Officer — Mr.
Mr. Parker previously served in various roles at NIKE including President of the NIKE Brand, Vice President of Global Footwear, General Manager, corporate Vice President and divisional Vice President in charge of product development. Elliott Hill , President and Chief Executive Officer — Mr.
Parker, 68, joined NIKE in 1979, is Executive Chairman of the Board of Directors and served as President and Chief Executive Officer of NIKE, Inc. from 2006 to 2020. During his employment with NIKE, he has had primary responsibilities in product research, design and development, marketing and brand management. Mr.
Parker, 69, joined NIKE in 1979 and has served as Executive Chairman of the Board of Directors since 2020. Prior to his current role, Mr. Parker served as President and Chief Executive Officer of NIKE, Inc. from 2006 to 2020. During his employment with NIKE, he has had primary responsibilities in product research, design and development, marketing and brand management.
RETAIL STORES NUMBER NIKE Brand factory stores 561 NIKE Brand in-line stores (including employee-only stores) 53 Converse stores (including factory stores) 54 TOTAL 668 SIGNIFICANT CUSTOMER No customer accounted for 10% or more of our consolidated net Revenues during fiscal 2024. PRODUCT RESEARCH, DESIGN AND DEVELOPMENT We believe our research, design and development efforts are key factors in our success.
RETAIL STORES NUMBER NIKE Brand factory stores 543 NIKE Brand in-line stores (including employee-only stores) 61 Converse stores (including factory stores) 54 TOTAL 658 SIGNIFICANT CUSTOMER No customer accounted for 10% or more of our consolidated net Revenues during fiscal 2025. PRODUCT RESEARCH, DESIGN AND DEVELOPMENT We believe our research, design and development efforts are key factors in our success.
Health Plan, including access to both restorative services and personal care. • We provide all U.S. employees with unlimited free financial coaching through a third-party provider. Additional information related to our human capital strategy can be found in our FY23 NIKE, Inc. Impact Report, which is available on the Impact section of about.nike.com.
Health Plan, including access to both restorative services and personal care. • We provide all U.S. employees with unlimited free financial coaching through a third-party provider. Additional information related to our human capital strategy can be found on the Mission section of about.nike.com.
As of May 31, 2024, we had 169 strategic Tier 2 suppliers. As of May 31, 2024, our contract manufacturers operated 96 finished goods footwear factories located in 11 countries. For fiscal 2024, NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers, many of which operate multiple factories.
As of May 31, 2025, we had 184 strategic Tier 2 suppliers. As of May 31, 2025, contract manufacturers operated 97 finished goods footwear factories located in 11 countries. For fiscal 2025, NIKE Brand footwear finished goods were manufactured by 15 contract manufacturers, many of which operate multiple factories.
For fiscal 2024, factories in Vietnam, China and Cambodia manufactured approximately 28%, 16% and 15% 2024 FORM 10-K 3 Table of Contents of total NIKE Brand apparel, respectively.
For fiscal 2025, factories in Vietnam, China and Cambodia manufactured approximately 31%, 15% and 15% 2025 FORM 10-K 3 Table of Contents of total NIKE Brand apparel, respectively.
In addition, with respect to proposed trade restrictions, we work with a broad coalition of global businesses and trade associations representing a wide variety of sectors to help ensure that any legislation enacted and implemented (i) addresses legitimate and core concerns, (ii) is consistent with international trade rules and (iii) reflects and considers domestic economies and the important role they may play in the global economic community.
In addition, we work with a broad coalition of global businesses and trade associations representing a wide variety of sectors to help support the development and implementation of legislation that (i) addresses legitimate and core concerns, (ii) is consistent with international trade rules and (iii) reflects and considers domestic economies and the important role they may play in the global economic community.
For fiscal 2024, NIKE Brand apparel finished goods were manufactured by 68 contract manufacturers, many of which operate multiple factories. The largest single finished goods apparel factory accounted for approximately 9% of total fiscal 2024 NIKE Brand apparel production.
For fiscal 2025, NIKE Brand apparel finished goods were manufactured by 67 contract manufacturers, many of which operate multiple factories. The largest single finished goods apparel factory accounted for approximately 8% of total fiscal 2025 NIKE Brand apparel production.
Our initiatives in this area include: • We are committed to competitive pay, pay equity and to reviewing our pay and promotion practices annually. • We have an annual company bonus plan and a retail-focused bonus plan applicable to all eligible employees.
Our initiatives in this area include: 2025 FORM 10-K 6 Table of Contents • We are committed to competitive pay, pay equity and to reviewing our pay and promotion practices annually. • We have an annual company bonus plan and a retail-focused bonus plan applicable to all eligible employees.
We also offer interactive consumer services and experiences as well as digital products through our digital platforms, including fitness and activity apps; sport, fitness and wellness content; and digital services and features in retail stores that enhance the consumer experience. 2024 FORM 10-K 1 Table of Contents SALES AND MARKETING We experience moderate fluctuations in aggregate sales volume during the year.
We also offer interactive consumer services and experiences, including sport focused events and activations; fitness and activity apps; sport, fitness and wellness content; and digital services and features in retail stores that enhance the consumer experience. 2025 FORM 10-K 1 Table of Contents SALES AND MARKETING We experience moderate fluctuations in aggregate sales volume during the year.
For fiscal 2024, four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately 57% of NIKE Brand footwear production. As of May 31, 2024, our contract manufacturers operated 285 finished goods apparel factories located in 33 countries.
For fiscal 2025, four footwear contract manufacturers each accounted for greater than 10% of footwear production and in the aggregate accounted for approximately 59% of NIKE Brand footwear production. As of May 31, 2025, contract manufacturers operated 303 finished goods apparel factories located in 34 countries.
For fiscal 2024, one apparel contract manufacturer accounted for more than 10% of apparel production, and the top five contract manufacturers in the aggregate accounted for approximately 51% of NIKE Brand apparel production. NIKE's contract manufacturers buy raw materials for the manufacturing of our footwear, apparel and equipment products.
For fiscal 2025, two apparel contract manufacturers accounted for more than 10% of apparel production, and the top five contract manufacturers in the aggregate accounted for approximately 51% of NIKE Brand apparel production. NIKE's contract manufacturers buy raw materials for the manufacturing of our footwear, apparel and equipment products from Tier 2 suppliers.
Properties for additional information on distribution facilities outside of the United States. During fiscal 2024, NIKE's three largest customers outside of the United States accounted for approximately 15% of total non-U.S. sales.
Refer to Item 2. Properties for additional information on distribution facilities outside of the United States. During fiscal 2025, NIKE's three largest customers outside of the United States accounted for approximately 16% of total non-U.S. sales.
We also utilize independent contractors and temporary personnel to supplement our workforce. Most of our employees are not represented by unions, except for certain employees in the EMEA and APLA geographies who are members of and/or represented by trade unions, as allowed or required by local law and/or collective bargaining agreements.
Most of our employees are not represented by unions, except for certain employees in the EMEA and APLA geographies who are members of and/or are represented by trade unions, as allowed or required by local law and/or collective bargaining agreements.
The Company's reportable operating segments for the NIKE Brand 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. Sales through our NIKE Direct operations are managed within each geographic operating segment.
The Company's reportable operating segments for the NIKE Brand 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.
Craig Williams , President, Geographies & Marketplace — Mr. Williams, 55, joined NIKE in 2019 and has served as President, Geographies & Marketplace of NIKE, Inc. since 2023. In this role, Mr. Williams leads NIKE's four geographic operating units, the global direct to consumer business and wholesale marketplace partnerships. In addition, Mr.
Craig Williams , Executive Vice President, Chief Commercial Officer — Mr. Williams, 56, joined NIKE in 2019 and has served as Executive Vice President, Chief Commercial Officer of NIKE, Inc. since June 2025. In this role, Mr. Williams leads NIKE's four geographic operating units, the global direct to consumer business and wholesale marketplace partnerships. Mr.
Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. AVAILABLE INFORMATION AND WEBSITES Our NIKE digital commerce website is located at www.nike.com.
Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the United States Securities and Exchange Commission (the "SEC"), and any references to our websites are intended to be inactive textual references only.
During fiscal 2024, our three largest United States customers accounted for approximately 21% of sales in the United States. Our NIKE Direct and Converse direct to consumer operations sell our products to consumers through various digital platforms.
During fiscal 2025, our three largest United States customers accounted for approximately 25% of sales in the United States. Our NIKE Direct and Converse direct to consumer operations sell our products to consumers through various digital platforms, as well as through the following number of retail stores in the United States: U.S.
The largest single finished goods footwear factory accounted for approximately 9% of total fiscal 2024 NIKE Brand footwear production. For fiscal 2024, factories in Vietnam, Indonesia and China manufactured approximately 50%, 27% and 18% of total NIKE Brand footwear, respectively.
The largest single finished goods footwear factory accounted for approximately 11% of total fiscal 2025 NIKE Brand footwear production. For fiscal 2025, factories in Vietnam, Indonesia and China manufactured approximately 51%, 28% and 17% of total NIKE Brand footwear, respectively.
Our wholly-owned subsidiary brand, Converse, headquartered in Boston, Massachusetts, designs, distributes and licenses casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell trademarks. Operating results of the Converse brand are reported on a stand-alone basis.
Sales and operating results for Jordan Brand products are reported within the respective NIKE Brand geographic operating segments. Our wholly-owned subsidiary brand, Converse, headquartered in Boston, Massachusetts, designs, distributes and licenses casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell trademarks.
Williams leads the NIKE Supply Chain and Logistics organization. Mr. Williams previously served as President of Jordan Brand from 2019 to June 2023, overseeing the global business and team of designers, footwear and apparel developers, marketers and geography leaders. Prior to joining NIKE, Mr.
Williams previously served as President of Geographies & Marketplace of NIKE, Inc. and President of Jordan Brand, overseeing the global business and team of designers, footwear and apparel developers, marketers and geography leaders. Prior to joining NIKE, Mr.
We believe that it is important to attract, develop and retain a diverse and engaged workforce at all levels of our business and that such a workforce fosters creativity and accelerates innovation. We are focused on building a talent pipeline that reflects our consumers, athletes and the communities we serve. CULTURE Each employee shapes NIKE's culture through behaviors and practices.
We believe that it is important to attract, develop and retain an engaged workforce with diverse experiences, backgrounds and perspectives at all levels of our business and that such a workforce fosters creativity and accelerates innovation. CULTURE Each employee shapes NIKE's culture through behaviors and practices.
As part of our commitment to making a positive impact on our communities, we maintain a goal of investing 2% of our prior fiscal year's pre-tax income into global communities.
As part of our commitment to making a positive impact on our communities, we maintain a goal of investing 2% of our prior fiscal year's pre-tax income into global communities. The focus of this investment continues to be inspiring youth to be active through play and sport as well as uniting and inspiring communities.
Additionally, we are prioritizing DE&I education so that all NIKE employees and leaders have the cultural knowledge and understanding to lead inclusively and build diverse and inclusive teams.
Additionally, we provide access to education so that all NIKE employees and leaders have the cultural knowledge and understanding to lead inclusively and build diverse and inclusive teams. We also have employee resource groups, collectively known as NikeUNITED, that promote NIKE cultural awareness and are open to all.
Friend previously served in various roles at NIKE including as Vice President of Investor Relations and Chief Financial Officer of the NIKE Brand. Prior to joining NIKE, Mr. Friend worked in the financial industry, including as Vice President in the investment banking and mergers and acquisitions groups at Goldman Sachs and Morgan Stanley.
In this role, Mr. Friend leads the Company's strategy, finance and business services organizations. Mr. Friend previously served in various roles at NIKE including as Vice President of Investor Relations and Chief Financial Officer of the NIKE Brand. Prior to joining NIKE, Mr.
We sell our products through NIKE Direct operations and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives around the world. We sell to thousands of retail accounts and ship products from 68 distribution centers outside of the United States. Refer to Item 2.
NIKE Brand and Converse sales accounted for approximately 57% of total revenues, compared to 58% and 57% for fiscal 2024 and fiscal 2023, respectively. We sell our products to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives around the world. We also ship products from 72 distribution centers outside of the United States.
Our community investments are an important part of our culture, and we support employees in giving back to community organizations through volunteering and donations, which are matched by the NIKE Foundation where eligible. EMPLOYEE BASE As of May 31, 2024, we had approximately 79,400 employees worldwide, including retail and part-time employees.
Through our investments we bring the power of sport into our communities, with the goal of making play and sport more accessible. Our community investments are an important part of our culture, and we support employees in giving back to community organizations through volunteering and donations, which are matched by the NIKE Foundation where eligible.
Matthew Friend , Executive Vice President and Chief Financial Officer — Mr. Friend, 46, joined NIKE in 2009 and has served as Executive Vice President and Chief Financial Officer of NIKE, Inc. since 2020, and leads the Company's finance, demand and supply management, procurement and global places and services organizations. Mr.
Sales, Retail and NIKE.com, Vice President of Global Retail, President of Geographies and Sales and Vice President and General Manager of North America. Matthew Friend , Executive Vice President and Chief Financial Officer — Mr. Friend, 47, joined NIKE in 2009 and has served as Executive Vice President and Chief Financial Officer of NIKE, Inc. since 2020.
These trends are affecting many global manufacturing and service sectors, and the footwear and apparel industries, as a whole, are not immune.
In 2025 and in other recent years, uncertain global and regional economic and political conditions have affected international trade and increased protectionist actions around the world. These trends are affecting many global manufacturing and service sectors, and the footwear and apparel industries, as a whole, are not immune.
We also offer interactive consumer services and experiences through our digital platforms. Nearly all of our products are manufactured by independent contractors. Nearly all footwear and apparel products are manufactured outside the United States, while equipment products are manufactured both in the United States and abroad.
Nearly all of our products are manufactured by independent contractors. Nearly all footwear and apparel products are manufactured outside the United States, while equipment products are manufactured both in the United States and abroad. All references to fiscal 2025, 2024 and 2023 are to NIKE, Inc.'s fiscal years ended May 31, 2025, 2024 and 2023, respectively.
All references to fiscal 2025, 2024, 2023, 2022 and 2021 are to NIKE, Inc.'s fiscal years ended May 31, 2025, 2024, 2023, 2022 and 2021, respectively. Any references to other fiscal years refer to a fiscal year ending on May 31 of that year.
Any references to other fiscal years refer to a fiscal year ending on May 31 of that year. PRODUCTS We offer our products under the NIKE, Jordan and Converse brands.
We also are leveraging our global scale to support business diversity among the businesses with which we work. COMPENSATION AND BENEFITS NIKE's total rewards are intended to be competitive and equitable, meet the diverse needs of our global teammates and reinforce our values.
NIKE has never experienced a material interruption of operations due to labor disagreements. COMPENSATION AND BENEFITS NIKE's total rewards are intended to be competitive and equitable, meet the varied needs of our global teammates and reinforce our values.
In addition, our NIKE Direct and Converse direct to consumer operations sell products through the following number of retail stores in the United States: U.S. RETAIL STORES NUMBER NIKE Brand factory stores 211 NIKE Brand in-line stores (including employee-only stores) 85 Converse stores (including factory stores) 81 TOTAL 377 In the United States, NIKE has eight significant distribution centers.
RETAIL STORES NUMBER NIKE Brand factory stores 213 NIKE Brand in-line stores (including employee-only stores) 85 Converse stores (including factory stores) 78 TOTAL 376 In the United States, NIKE has eight significant distribution centers. Refer to Item 2. Properties for additional information. 2025 FORM 10-K 2 Table of Contents INTERNATIONAL MARKETS For fiscal 2025, non-U.S.
Monique Matheson , Executive Vice President, Chief Human Resources Officer — Ms. Matheson, 57, joined NIKE in 1998 and has served as Executive Vice President, Chief Human Resources Officer of NIKE, Inc. since 2017, overseeing and driving the Company’s strategic global Human Resources strategy. In this role, Ms.
Leinwand was a shareholder at the law firm of Littler Mendelson. Phil McCartney , Executive Vice President, Chief Innovation, Design & Product Officer — Mr. McCartney, 50, joined NIKE in 1998 and has served as Executive Vice President, Chief Innovation, Design & Product Officer of NIKE, Inc. since May 2025. In this role, Mr.
Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused on basketball performance and culture using the Jumpman trademark. Sales and operating results for Jordan Brand products are reported within the respective NIKE Brand geographic operating segments.
We also sell small amounts of various plastic products to other manufacturers through our wholly-owned subsidiary, doing business as Air Manufacturing Innovation. Our Jordan Brand designs, distributes and licenses athletic and casual footwear, apparel and accessories predominantly focused on sport performance and streetwear using the Jumpman trademark.
Donahoe, 64, joined NIKE in 2014 as a member of the Board of Directors and has served as President and Chief Executive Officer of NIKE, Inc. since January 2020. He is responsible for NIKE’s global business portfolio, which includes the NIKE, Jordan and Converse brands. Prior to joining NIKE, Mr.
Hill, 61, joined NIKE in 1988 and has served as President and Chief Executive Officer of NIKE, Inc. since October 2024. Previously, Mr. Hill served as President – Consumer and Marketplace from 2018 until his retirement in 2020, in which role he led all commercial and marketing operations for the NIKE and Jordan brands.
Matheson has held roles including Vice President, Chief Talent and Diversity Officer and Vice President, Senior Human Resources Business Partner for North America, Global Product Creation (Footwear, Apparel and Equipment), Global Finance and NIKE, Inc. Affiliates. Prior to joining NIKE, Ms. Matheson practiced employment law. Ann Miller , Executive Vice President, Chief Legal Officer — Ms.
Prior to joining NIKE as Vice President, HR Business Partner for North America, Ms. Heinle held Human Resources leadership positions at Danaher Corporation, Tektronix, Inc. and InFocus Corporation. Rob Leinwand , Executive Vice President, Chief Legal Officer — Mr. Leinwand, 57, joined NIKE in 2004 and has served as Executive Vice President, Chief Legal Officer of NIKE, Inc. since 2024.
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PRODUCTS Our NIKE Brand product offerings are aligned around our consumer construct focused on Men's, Women's and Kids'. We also design products specifically for the Jordan Brand and Converse. We believe this approach allows us to create products that better meet individual consumer needs while accelerating our largest growth opportunities.
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Our strategy is to achieve sustainable, profitable long-term growth by leading with sport, creating innovative, “must-have” products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail. We believe this approach will allow us to create products that better meet individual consumer needs while accelerating our largest growth opportunities.
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We often market footwear, apparel and accessories in "collections" of similar use or by category. We also market apparel with licensed college and professional team and league logos.
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Operating results of the Converse brand are reported on a stand-alone basis.
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Refer to Item 2. Properties for additional information. 2024 FORM 10-K 2 Table of Contents INTERNATIONAL MARKETS For fiscal 2024, non-U.S. NIKE Brand and Converse sales accounted for approximately 58% of total revenues, compared to 57% and 60% for fiscal 2023 and fiscal 2022, respectively.
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We are committed to having an inclusive and diverse team and culture, and accessible workplace. We achieve this through recruitment, development and retention of qualified talent with diverse experiences, backgrounds and perspectives through traditional channels, initiatives and partnerships, including those that serve colleges and universities.
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We have not, to date, been materially affected by any such risk but cannot predict the likelihood of such material effects occurring in the future. In recent years, uncertain global and regional economic and political conditions have affected international trade and increased protectionist actions around the world.
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EMPLOYEE BASE As of May 31, 2025, we had approximately 77,800 employees worldwide, including retail and part-time employees. We also utilize independent contractors and temporary personnel to supplement our workforce.
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The focus of this investment continues to be inspiring youth to be active through play and sport as well as uniting and inspiring communities to create a better and more equitable future for all.
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AVAILABLE INFORMATION AND WEBSITES Our NIKE digital commerce website is located at www.nike.com.
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NIKE has never experienced a material interruption of operations due to labor disagreements. DIVERSITY, EQUITY AND INCLUSION Diversity, equity and inclusion ("DE&I") is a strategic priority for NIKE and we are committed to having an inclusive and diverse team and culture.
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During his employment with NIKE, he has served in various roles, including Apparel Sales Director in Europe, Retail Development Director in Europe, Vice President of Sales and Retail in EMEA, General Manager of U.S. Retail, Vice President of U.S.
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We aim to foster an inclusive and accessible workplace through recruitment, development and retention of talent from diverse experiences and backgrounds with the goal of expanding representation across all dimensions of diversity over the long term.
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Friend worked in the financial industry, including as Vice President in the investment banking and mergers and acquisitions groups at Goldman Sachs and Morgan Stanley. Treasure Heinle , Executive Vice President, Chief People Officer — Ms. Heinle, 55, joined NIKE in 2012 and has served as Executive Vice President, Chief People Officer of NIKE, Inc. since January 2025.
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We remain committed to the targets announced in fiscal 2021 for the Company to work toward by fiscal 2025, including diverse representation in our corporate workforce and leadership positions.
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She leads the Company’s global Human Resources function and its People vision and strategy. Ms. Heinle was previously Vice President, Chief Talent Officer and Vice President, HR Business Partner for the Global Operations & Technology and Global Consumer & Marketplace teams, inclusive of Jordan Brand and Converse.
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We continue our efforts to recruit talent through our traditional channels and through initiatives, such as partnerships with athletes and sports-related organizations to create apprenticeship programs and new partnerships with organizations, colleges and universities that serve diverse populations.
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In this role, Mr. Leinwand leads the strategic vision for the Company's Legal, Social and Community Impact, Government and Public Affairs and Resilience teams. Mr. Leinwand previously served as Vice President, Deputy General Counsel, Enterprise which included oversight of the Company's Global Litigation, Employment Law/Employee Relations, Brand Protection, Supply Chain and Corporate Governance functions. Prior to joining NIKE, Mr.
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We also have Employee Networks, collectively known as NikeUNITED, representing various employee groups. 2024 FORM 10-K 6 Table of Contents Our DE&I focus extends beyond our workforce and includes our communities, which we support in a number of ways. We have committed to investments that aim to address racial inequality and improve diversity and representation in our communities.
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McCartney is responsible for the creation of innovative product and oversees how NIKE, Jordan and Converse innovate, design and create products for athletes around the world. Previously, Mr. McCartney was Vice President and General Manager of Global Footwear, a position held since 2016.
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Donahoe was the President and Chief Executive Officer of ServiceNow, Inc. from 2017 to 2020 and, prior to that, the President and Chief Executive Officer of eBay Inc. Earlier in his career, he worked for Bain & Company for nearly two decades, becoming the firm’s President and Chief Executive Officer in 1999.
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He also previously served in various roles, including Vice President of Sport, Vice President of Running, Vice President of Football Footwear and started at NIKE as a brand ambassador and product expert, known as an EKIN. Prior to joining NIKE, Mr. McCartney was a professional athlete. Amy Montagne , President, Nike — Ms.
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Matheson leads through the lens of people — managing functions including recruitment, succession planning, learning and career development, diversity and inclusion, organizational effectiveness, employee engagement, pay and benefits and people solutions. Previously, Ms.
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M ontagne, 53, joined NIKE in 2005 and has served as President, Nike of NIKE, Inc. since May 2025. In this role, Ms. Montagne is responsible for serving consumers across all sports and driving future growth for the NIKE Brand. Previously, Ms.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: risks relating to our multi-year enterprise initiative, including the risk that NIKE is not able to identify opportunities to deliver anticipated cost savings, risks related to any delays in the timing for implementing the initiative or potential disruptions to NIKE's business or operations as it executes on the initiative, and other factors that may cause NIKE to be unable to achieve the expected benefits of the initiative; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; NIKE's ability to successfully innovate and compete in various categories; new product development and innovation; demographic changes; changes in consumer preferences and channel mix; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting, and responding to changes in consumer preferences, consumer demand for NIKE products, changes in channel mix and the various market factors described above; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; international, national and local political, civil, economic and market conditions, including high and increasing inflation and interest rates; our ability to execute on our sustainability strategy and achieve our sustainability-related goals and targets, including sustainable product offerings; difficulties in implementing, operating and maintaining NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity and an inability to maintain NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; general risks associated with doing business outside of the United States, including, without limitation, exchange rate fluctuations, inflation, import duties, tariffs, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact of new and existing laws, regulations or policy, including, without limitation, tariffs, import/export, trade, wage and hour or labor and immigration regulations or policies; changes in government regulations; the impact of, including business and legal developments relating to, climate change, extreme weather conditions and natural disasters; litigation, regulatory proceedings, sanctions or any other claims asserted against NIKE; the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel or our corporate culture, values or purpose; the effects of NIKE's decision to invest in or divest of businesses or capabilities; health epidemics, pandemics and similar outbreaks; and other factors referenced or incorporated by reference in this Annual Report and other reports.
Biggest changeThe risks and uncertainties are detailed from time to time in reports filed by NIKE with the SEC, including reports filed on Forms 8-K, 10-Q and 10-K, and include, among others, the following: risks relating to our business strategy, including, but not limited to, risks related to an increased focus on sport and rebalancing of our channel mix; intense competition among designers, marketers, distributors and sellers of athletic or leisure footwear, apparel and equipment for consumers and endorsers; NIKE's ability to successfully innovate and compete in various categories; new product development and innovation; demographic changes; changes in consumer preferences and channel mix; popularity of particular designs, categories of products and sports; seasonal and geographic demand for NIKE products; difficulties in anticipating or forecasting, and responding to changes in consumer preferences, consumer demand for NIKE products, changes in channel mix and the various market factors described above; the size and growth of the overall athletic or leisure footwear, apparel and equipment markets; general risks associated with operating a global business, including, without limitation, exchange rate fluctuations, inflation, import duties, quotas, sanctions, political and economic instability, conflicts and terrorism; the potential impact of new and existing laws, regulations or policies, including, without limitation, those relating to tariffs, import/export, trade, taxes, wages, labor and immigration; international, national and local political, civil, economic and market conditions, including volatility and uncertainty regarding inflation and interest rates; difficulties in implementing, operating and maintaining NIKE's increasingly complex information technology systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control; interruptions in data and information technology systems; consumer data security; risks related to our sustainability strategy; fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of orders with shorter lead times, and discounts, order cancellations and returns; the ability of NIKE to sustain, manage or forecast its growth and inventories; the size, timing and mix of purchases of NIKE's products; increases in the cost of materials, labor and energy used to manufacture products; the ability to secure and protect trademarks, patents and other intellectual property; product performance and quality; customer service; adverse publicity and an inability to maintain NIKE's reputation and brand image, including without limitation, through social media or in connection with brand damaging events; the loss of significant customers or suppliers; dependence on distributors and licensees; business disruptions; increased costs of freight and transportation to meet delivery deadlines; increases in borrowing costs due to any decline in NIKE's debt ratings; changes in business strategy or development plans; the impact of, including business and legal developments relating to, climate change, extreme weather conditions and natural disasters; litigation, regulatory proceedings, sanctions or any other claims asserted against NIKE; the ability to attract and retain qualified employees, and any negative public perception with respect to key personnel or our corporate culture, values or purpose; the effects of NIKE's decision to invest in or divest of businesses or capabilities; health epidemics, pandemics and similar outbreaks; and other factors referenced or incorporated by reference in this Annual Report and other reports.
Changes in U.S. trade policies, including modifications to import tariffs and existing trade policies and agreements, have also had, and could continue to have a significant impact on our activities in foreign jurisdictions, and could adversely affect our reputation or results of operations.
Changes in U.S. trade policies, including modifications to import tariffs and existing trade policies and agreements, have also had, and could continue to have a significant impact on our activities in domestic and foreign jurisdictions, and could adversely affect our reputation or results of operations.
In addition, supply chain issues caused by factors including geopolitical conflicts and pandemics have impacted and may in the future impact the availability, pricing and timing for obtaining commodities and raw materials. • If retailers of our products experience declining revenues or experience difficulty obtaining financing to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts and increased bad debt expense. • In the past, certain retailers of our products have experienced severe financial difficulty, become insolvent and ceased business operations, and this could occur in the future, which could negatively impact the sale of our products to consumers. • If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing to purchase raw materials or to finance capital equipment and other general working capital needs, it may result in delays or non-delivery of shipments of our products.
In addition, supply chain issues caused by factors, including geopolitical conflicts, tariffs and trade policies and pandemics, have impacted and may in the future impact the availability, pricing and timing for obtaining commodities and raw materials. • If retailers of our products experience declining revenues or experience difficulty obtaining financing to purchase our products, this could result in reduced orders for our products, order cancellations, late retailer payments, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts and increased bad debt expense. • In the past, certain retailers of our products have experienced severe financial difficulty, become insolvent and ceased business operations, and this could occur in the future, which could negatively impact the sale of our products to consumers. • If contract manufacturers of our products or other participants in our supply chain experience difficulty obtaining financing to purchase raw materials or to finance capital equipment and other general working capital needs, it may result in delays or non-delivery of shipments of our products.
Declines in consumer spending have in the past resulted in and may in the future result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order cancellations, lower revenues, higher discounts and lower gross margins. • In the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find it desirable to do so. • We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S.
Declines in consumer spending have in the past resulted in and may in the future result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order cancellations or returns, lower revenues, higher discounts and lower gross margins. • In the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find it desirable to do so. • We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S.
If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline (which has recently happened in the past and could happen in the future).
If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline (which has happened in the past and could happen in the future).
We cannot predict whether, and to what degree, our sales, operations and financial results could in the future be affected by the pandemic and preventative measures.
We cannot predict whether, and to what degree, our sales, operations and financial results could in the future be affected by a pandemic and preventative measures.
As a result, there is no assurance that we will be able to adequately meet stakeholder expectations, successfully execute our strategies or achieve our sustainability-related goals, which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition.
As a result, there is no assurance that we will be able to adequately meet stakeholder expectations, successfully execute our strategies or achieve our corporate responsibility and sustainability-related goals, which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition.
U.S. presidential administrations have instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business.
U.S. presidential administrations have instituted or proposed changes in trade policies that include the negotiation of new trade agreements, negotiation or termination of existing trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business.
Execution of these strategies and achievement of our goals is subject to risks and uncertainties, many of which are outside of our control.
Execution of these strategies and achievement of our goals and targets is subject to risks and uncertainties, many of which are outside of our control.
Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems, and the fact that cyber-attacks are being made by groups and individuals with a wide range of expertise and motives, it is increasingly difficult to anticipate and defend against cyber-attacks, and a cyberattack could occur and persist for an extended period of time before being detected.
Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems, and the fact that cyberattacks are being made by groups and individuals with a wide range of expertise and motives, it is increasingly difficult to anticipate and defend against cyberattacks, and a cyberattack could occur and persist for an extended period of time before being detected.
These, in addition to ongoing rapid changes in technology (including marketing and advertising technology), a reduction in barriers to starting new footwear and apparel companies and an increase in the number of such companies (some of which may be able to react more nimbly to changes in consumer preferences) and changes in consumer preferences in the markets for athletic and leisure footwear, apparel, and equipment, services and experiences, constitute significant risk factors in our operations.
These, in addition to ongoing rapid changes in technology (including marketing and advertising technology) and artificial intelligence ("AI"), a reduction in barriers to starting new footwear and apparel companies and an increase in the number of such companies (some of which may be able to react more nimbly to changes in consumer preferences) and changes in consumer preferences in the markets for athletic and leisure footwear, apparel, and equipment, services and experiences, constitute significant risk factors in our operations.
If we do not adequately and timely anticipate and respond to our competitors, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products. 2024 FORM 10-K 10 Table of Contents Economic factors beyond our control, and changes in the global economic environment, including fluctuations in inflation and currency exchange rates, could result in lower revenues, higher costs and decreased margins and earnings.
If we do not adequately and timely anticipate and respond to our competitors, our costs may increase, demand for our products may decline, possibly significantly, or we may need to reduce wholesale or suggested retail prices for our products. 2025 FORM 10-K 10 Table of Contents Economic factors beyond our control, and changes in the global economic environment, including fluctuations in and uncertainty regarding inflation and currency exchange rates, could result in lower revenues, higher costs and decreased margins and earnings.
The global nature of our business means legal and compliance risks, such as anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy and other regulatory matters, will continue to exist and additional legal proceedings and other contingencies have and will continue to arise from time to time, which could adversely affect us.
The global nature of our business means legal and compliance risks, such as anti-bribery, anti-corruption, fraud, trade, environmental, competition, privacy and other regulatory matters, will continue to exist or might increase and additional legal proceedings and other contingencies have and will continue to arise from time to time, which could adversely affect us.
Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends either in the United States or in other countries could affect the trade environment.
Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries, and certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. Further, protectionist or nationalist trends in the United States or in other countries affect the trade environment.
It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes. Changes or proposed changes in U.S. or other countries' trade policies may result in restrictions and economic disincentives on international trade.
It may be time-consuming and expensive for us to alter our business operations in order to adapt to or comply with any such changes. Changes or proposed changes in U.S. or other countries' trade policies have resulted and may further result in restrictions and economic disincentives on international trade.
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, financial condition and cash flows.
Inventory levels in excess of customer demand have in the past resulted and may in the future result in inventory write-downs, and the sale of excess inventory at discounted prices could significantly impair our brand image and have an adverse effect on our operating results, financial condition and cash flows.
In addition, as use of our digital platforms continues to grow, we will need an increasing amount of technical infrastructure to continue to satisfy our consumers' needs.
In addition, if use of our digital platforms continues to grow, we will need an increasing amount of technical infrastructure to continue to satisfy our consumers' needs.
Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
Such changes have adversely impacted, and may continue to adversely impact, the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
The shares are available for resale, subject to the requirements of the U.S. securities laws and the terms of the limited liability company agreement governing Swoosh, LLC. The sale or prospect of a sale of a substantial number of these shares could have an adverse effect on the market price of our common stock.
The shares are available for resale, subject to the requirements of the U.S. securities laws and the terms of the limited liability company agreement governing Swoosh, LLC. The sale or prospect of a sale of a substantial number of these shares could have an adverse effect on the market price of our common stock. Swoosh, LLC was formed by Mr.
In addition, the use of employee-owned devices for communications as well as hybrid work arrangements, present additional operational risks to our Information Technology Systems, including, but not limited to, increased risks of cyber-attacks.
In addition, the use of employee-owned devices for communications as well as hybrid work arrangements, present additional operational risks to our Information Technology Systems, including, but not limited to, increased risks of cyberattacks.
We cannot provide assurance, however, that the measures we take to secure and enhance these systems will be sufficient to protect our Information Technology Systems and prevent cyber-attacks, system failures or data or information loss.
We cannot provide assurance, however, that the measures we take to secure and enhance these systems will be sufficient to protect our Information Technology Systems and prevent cyberattacks, system failures or data or information loss.
Further, like other companies in the retail industry, we have in the past experienced, and we expect to continue to experience, cyber-attacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems.
Further, like other companies in the retail industry, we have in the past experienced, and we expect to continue to experience, cyberattacks, including phishing, and other attempts to breach, or gain unauthorized access to, our systems.
Pandemics, including the COVID-19 pandemic, and other public health emergencies, and preventative measures taken to contain or mitigate such crises have caused, and may in the future cause, business slowdown or shutdown in affected areas and significant disruption in the financial markets, both globally and in the United States.
Pandemics and other public health emergencies, and preventative measures taken to contain or mitigate such crises have caused, and may in the future cause, business slowdown or shutdown in affected areas and significant disruption in the financial markets, both globally and in the United States.
Any litigation could result in reputational damage, substantial costs and a diversion of management's attention and resources needed to successfully run our business. 2024 FORM 10-K 24 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Any litigation could result in reputational damage, substantial costs and a diversion of management's attention and resources needed to successfully run our business. 2025 FORM 10-K 23 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Furthermore, laws, regulations and policies and the interpretation of such, can conflict among jurisdictions and compliance in one jurisdiction may result in legal or reputational risks in another jurisdiction.
Furthermore, laws, regulations and policies, as well as the evolving interpretation of such, can conflict among jurisdictions and compliance in one jurisdiction may result in legal or reputational risks in another jurisdiction.
These events have led to and could again lead to adverse impacts to our global supply chain, factory cancellation costs, store closures, and a decline in retail traffic and discretionary spending by consumers and, in turn, materially impact our business, sales, financial condition and results of operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.
These events have led to and could again lead to adverse impacts to our global supply chain, factory cancellation costs, store closures, and a decline in retail traffic and discretionary spending by consumers 2025 FORM 10-K 12 Table of Contents and, in turn, materially impact our business, sales, financial condition and results of operations as well as cause a volatile effective tax rate driven by changes in the mix of earnings across our jurisdictions.
If one or more of our significant suppliers 2024 FORM 10-K 17 Table of Contents were to sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, or be unable to perform, we may not be able to obtain replacement products in a timely manner, which could have a material adverse effect on our business operations, sales, financial condition or results of operations.
If one or more of our significant suppliers were to sever their relationship with us or significantly alter the terms of our relationship, including due to changes in applicable trade policies, or be unable to perform, we may not be able to obtain replacement products in a timely manner, which could have a material adverse effect on our business operations, sales, financial condition or results of operations.
Any country in which our products are produced or sold may 2024 FORM 10-K 20 Table of Contents eliminate, adjust or impose new quotas, duties, tariffs, safeguard measures, anti-dumping duties, cargo restrictions to prevent terrorism, restrictions on the transfer of currency, climate change legislation, product safety regulations or other charges or restrictions, any of which could have an adverse effect on our results of operations and financial condition.
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, climate change legislation, product safety regulations or other charges or restrictions, any of which could have an adverse effect on our results of operations and financial condition.
Knight does not have voting rights with respect to Swoosh, LLC, although Travis Knight, his son and a NIKE director, has a significant role in the management of the Class A Common Stock owned by Swoosh, LLC. Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options.
Knight does not have voting rights with respect to Swoosh, LLC, although Travis Knight, his son and a NIKE director, has a significant role in the management of the Class A Common Stock owned by Swoosh, LLC. 2025 FORM 10-K 22 Table of Contents Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options.
If global economic and financial market conditions deteriorate, the following factors, among others, could have a material adverse effect on our business, operating results and financial condition: • Our sales are impacted by discretionary spending by consumers.
If global economic and financial market conditions continue to be volatile or deteriorate, the following factors, among others, could have a material adverse effect on our business, operating results and financial condition: • Our sales are impacted by discretionary spending by consumers.
If Information Technology Systems suffer severe damage, disruption or shutdown and our 2024 FORM 10-K 16 Table of Contents business continuity plans, or those of our vendors, do not effectively resolve the issues in a timely manner, we could experience delays in reporting our financial results, which could result in lost revenues and profits, as well as reputational damage.
If Information Technology Systems suffer severe damage, disruption or shutdown and our business continuity plans, or those of our vendors, do not effectively resolve the issues in a timely manner, we could experience delays in reporting our financial results, which could result in lost revenues and profits, as well as reputational damage.
Social media, which accelerates and potentially amplifies the scope of negative publicity, can increase the challenges of responding to negative claims.
Social media, which accelerates and potentially amplifies the scope of negative publicity or fictitious information, can increase the challenges of responding to negative claims.
A growing portion of consumers access our NIKE Direct digital platforms, but in the event that it is more difficult for consumers to access and use our digital platforms, consumers find that our digital platforms do not effectively meet their needs or expectations or consumers choose not to access or use our digital platforms or use devices that do not offer access to our platforms, the success of our 2024 FORM 10-K 15 Table of Contents NIKE Direct operations could be adversely impacted.
A growing portion of consumers access our NIKE Direct digital platforms, but in the event that it is more difficult for consumers to access and use our digital platforms, consumers find that our digital platforms do not effectively meet their needs or expectations or consumers choose not to access or use our digital platforms or use devices that do not offer access to our platforms, the success of our NIKE Direct operations could be adversely impacted.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. 2024 FORM 10-K 9 Table of Contents Economic and Industry Risks Global economic conditions could have a material adverse effect on our business, operating results and financial condition.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. 2025 FORM 10-K 9 Table of Contents Economic and Industry Risks Global economic conditions have in the past had and could in the future have a material adverse effect on our business, operating results and financial condition.
If our licensees fail to successfully market and sell licensed products, or fail to obtain sufficient capital or effectively manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, it could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products.
If our licensees fail to successfully market and sell licensed products, or fail to obtain sufficient capital or effectively manage their business operations, customer relationships, labor relationships, supplier relationships or credit risks, it 2025 FORM 10-K 16 Table of Contents could adversely affect our revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products.
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 tensions, unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our 2024 FORM 10-K 18 Table of Contents products are manufactured or where we sell products.
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 tensions, unrest, disruptions or delays in cross-border shipments and changes in economic conditions in countries in which our products are manufactured or where we sell products.
The diversity of locations in which we operate, our operational size, disaster recovery and business continuity planning and our information technology systems and networks, including the Internet and third-party services ("Information Technology Systems"), may not be sufficient for all or for concurrent eventualities.
The diversity of locations in which we operate, our operational 2025 FORM 10-K 11 Table of Contents size, disaster recovery and business continuity planning and our information technology systems and networks, including the Internet and third-party services ("Information Technology Systems"), may not be sufficient for all or for concurrent eventualities.
As of June 28, 2024, Swoosh, LLC beneficially owned approximately 77% of our Class A Common Stock. If, on June 28, 2024, all of these shares were converted into Class B Common Stock, Swoosh, LLC's commensurate ownership percentage of our Class B Common Stock would be approximately 16%.
As of June 30, 2025, Swoosh, LLC beneficially owned approximately 78% of our Class A Common Stock. If, on June 30, 2025, all of these shares were converted into Class B Common Stock, Swoosh, LLC's commensurate ownership percentage of our Class B Common Stock would be approximately 16%.
However, lead times for many of our products make it more difficult for us to respond rapidly to new or changing product trends or consumer preferences. All of our products are subject to changing consumer preferences that cannot be predicted with certainty.
However, lead times for many of our products make it more difficult for us to respond rapidly to new or changing product trends or 2025 FORM 10-K 13 Table of Contents consumer preferences. All of our products are subject to changing consumer preferences that cannot be predicted with certainty.
Changes in the U.S. government's import and export policies, including trade restrictions, sanctions and countersanctions, increased tariffs or quotas, embargoes, safeguards or customs restrictions, could require us to change the way we conduct business and adversely affect our results of operations.
Changes in the import and export policies of the U.S. government or other countries, including trade restrictions, sanctions and countersanctions, increased tariffs or quotas, trade agreement enforcement practices, embargoes or safeguards, could require us to change the way we conduct business and adversely affect our results of operations.
Additionally, if any of our primary footwear contract manufacturers fail to make timely shipments, do not meet our quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on our results of operations.
Additionally, if any of our primary footwear contract manufacturers fail to make timely shipments, do not meet our quality standards or otherwise fail to deliver us product in accordance with our plans, there could be a material adverse effect on our results of operations. Certain of our contract manufacturers are highly specialized and only produce a specific type of product.
These risks and uncertainties include, but are not limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected timeframes; the availability and cost of raw materials and renewable energy; unforeseen production, design, operational and technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis such as carbon sequestration and/or other related processes; compliance with, and changes or additions to, global and regional regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; and the actions of competitors and competitive pressures.
In particular, with respect to our sustainability efforts, these risks and uncertainties include, but are not limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected timeframes; the availability and cost of raw materials and renewable energy; unforeseen production, design, operational and technological difficulties; the outcome of research efforts and future technology developments, including the ability to scale projects and technologies on a commercially competitive basis; compliance with, changes or additions to, and divergence in, global and regional regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; diverging and evolving expectations and demands from key stakeholders, including as a result of changing regulations in their jurisdictions; and the actions of competitors and competitive pressures.
The Company, similar to many other multinational corporations, does a significant amount of business that would be impacted by changes to the trade policies of the United States and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions).
The Company, similar to many other multinational corporations, does a significant amount of business that is impacted by changes to the trade policies of the United States and foreign countries (including governmental 2025 FORM 10-K 19 Table of Contents action related to tariffs, international trade agreements, or economic sanctions).
In addition, changes in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business.
In addition, changes in (or announcements regarding proposed changes in) laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business, including increased cost of sales.
A majority of our products are manufactured and sold outside of the United States, and we conduct purchase and sale transactions in various currencies, which creates exposure to the volatility of global economic conditions, including fluctuations in inflation and foreign currency exchange rates. Central banks deploy various strategies to combat inflation, including increasing interest rates, which impact our borrowing costs.
A majority of our products are manufactured and sold outside of the United States, and we conduct purchase and sale transactions in various currencies, which creates exposure to the volatility of global economic conditions, including fluctuations in and uncertainty regarding inflation and foreign currency exchange rates.
Further, our reputation and brand image could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes and public personalities, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.
Further, our reputation and brand image could be damaged as a result of our support of, association with or lack of support or disapproval of certain social causes and public personalities, including those related to political and social issues, catastrophic events, human capital practices, climate change and sustainability-related matters, as well as any decisions we make to continue to conduct, or change, certain of our activities in response to such considerations.
The uncertain state of the global economy, including sustained high levels of inflation and interest rates and the risk of a recession, continues to impact businesses around the world.
The uncertain state of the global economy, including volatility in, and uncertainty regarding, inflation and interest rates and the risk of a recession, continues to impact businesses around the world.
Swoosh, LLC was formed by Philip H. Knight, our Chairman Emeritus, to hold the majority of his shares of Class A Common Stock. Mr.
Philip Knight, our Chairman Emeritus, to hold the majority of his shares of Class A Common Stock. Mr.
Dollar value of the Company's foreign currency-denominated sales and earnings. Currency exchange rate fluctuations could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to finance.
Dollars for consolidated financial reporting, as weakening of foreign currencies relative to the U.S. Dollar adversely affects the U.S. Dollar value of the Company's foreign currency-denominated sales and earnings. Currency exchange rate fluctuations could also disrupt the business of the independent manufacturers that produce our products by making their purchases of raw materials more expensive and more difficult to finance.
Moreover, to the extent we integrate artificial intelligence ("AI") into our operations, this may increase the cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools, we are exposed to, and threat actors may leverage AI to engage in automated, targeted and coordinated attacks of our systems.
Moreover, as we integrate AI into our operations, there may be increased cybersecurity and privacy risks, including the risk of unauthorized or misuse of AI tools, and threat actors may leverage AI to engage in automated, targeted and coordinated attacks against our systems.
Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class B Common Stock. 2024 FORM 10-K 23 Table of Contents Anti-takeover provisions may impair an acquisition of the Company or reduce the price of our common stock.
Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our Class B Common Stock.
Many factors unique to retail operations, some of which are beyond our control, pose risks and uncertainties. Risks include, but are not limited to: credit card fraud and theft in both our retail stores and on digital platforms; mismanagement of existing retail channel partners; inability to manage costs associated with store construction and operation; and supply chain and inventory management.
Risks include, but are not limited to: credit card fraud and theft in both our retail stores and on digital platforms; mismanagement of existing retail channel partners; inability to manage costs associated with store construction and operation; and supply chain and inventory management, including difficulty in forecasting consumer demand.
We establish relationships with professional athletes, sports teams and leagues, as well as other public figures, including artists, designers and influencers, to develop, evaluate and promote our products, as well as establish product authenticity with consumers.
Failure to continue to obtain or maintain high-quality endorsers of our products could harm our business. We establish relationships with professional athletes, sports teams and leagues, as well as other public figures, including artists, designers and influencers, to develop, evaluate and promote our products, as well as establish product authenticity with consumers.
Certain of our footwear contract manufacturers are highly specialized and only produce a specific type of product. Such contract manufacturers may go out of business if consumer preferences or market conditions change such that there is no longer sufficient demand for the types of products they produce.
Such contract manufacturers may go out of business if consumer preferences or market conditions change such that there is no longer sufficient demand for the types of products they produce.
Any current or future legal or regulatory proceedings could divert management's attention from our operations and result in substantial legal fees. Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with such regulations may have a material adverse effect on our reputation, business, financial condition and results of operations.
Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with such regulations may have a material adverse effect on our reputation, business, financial condition and results of operations.
We also may be subject to significant damages or injunctions against development, manufacturing, use, importation and/or sale of certain products. We take various actions to prevent the unauthorized use and/or disclosure of our confidential information and intellectual property rights.
Defending infringement claims could be expensive and time-consuming and might result in our entering into costly license agreements. We also may be subject to significant damages or injunctions against development, manufacturing, use, importation and/or sale of certain products. We take various actions to prevent the unauthorized use and/or disclosure of our confidential information and intellectual property rights.
Negative publicity regarding production methods, alleged unethical or illegal practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our brand image and sales, force us to locate alternative suppliers, manufacturers or licenses or result in the imposition of additional regulations, including new or additional quotas, tariffs, sanctions, product safety regulations or other regulatory measures, by governmental authorities. 2024 FORM 10-K 22 Table of Contents Risks Related to Our Securities, Investments and Liquidity Our financial results may be adversely affected if substantial investments in businesses and operations fail to produce expected returns.
Negative publicity regarding production methods, alleged unethical or illegal practices or workplace or related conditions of any of our suppliers, manufacturers or licensees could adversely affect our brand image and sales, force us to locate alternative suppliers, manufacturers or licenses or result in the imposition of additional regulations, including new or additional quotas, tariffs, sanctions, product safety regulations or other regulatory measures, by governmental authorities.
Although we have announced sustainability-related goals and targets, there can be no assurance that our stakeholders will agree with our strategies, and any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements regarding climate change, could result in adverse publicity and adversely affect our business and reputation.
Any perception, whether or not valid, that we have failed to achieve, or to act responsibly with respect to, such matters or to effectively respond to new or additional legal or regulatory requirements, could result in adverse publicity and adversely affect our business and reputation.
These events could result in reputational damage, lost sales, cancellation charges or markdowns, all of which could have an adverse effect on our business, results of operations and financial condition. Our financial condition and results of operations have been, and could in the future be, adversely affected by a pandemic, epidemic or other public health emergency.
These events could result in reputational damage, lost sales, cancellation charges or markdowns, all of which could have an adverse effect on our business, results of operations and financial condition.
Any of the foregoing may require us to make additional investments in facilities and equipment, may impact the availability and cost of key raw materials used in the production of our products or the demand for our products, and, in turn, may adversely impact our business, operating results and financial condition.
These efforts may in turn impact the availability and cost of key raw materials used in the production of our products or the demand for our products, and could adversely impact our business, operating results and financial condition.
Several countries in which we operate, including several European Union member states' have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of 15% which will be effective beginning fiscal 2025. Other countries are also actively considering changes to their tax laws to adopt certain parts of the Inclusive Framework's proposals.
Several countries in which we operate, including several European Union member states' have adopted domestic legislation to implement the Inclusive Framework's global corporate minimum tax rate of 15% which became effective for the Company beginning fiscal 2025.
Any failure to preserve and evolve our culture could negatively affect our future success, including our ability to retain and recruit employees. Our business operations and financial performance could be adversely affected by changes in our relationship with our workforce or changes to United States or foreign employment regulations.
Our business operations and financial performance could be adversely affected by changes in our relationship with our workforce or changes to United States or foreign employment regulations.
In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers, associated with our products or brand that harm the reputations of those athletes, teams or leagues, or endorsers, or our decisions to cease collaborating with certain endorsers in light of actions taken or statements made by them, have in the past harmed and could in the future seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition.
In addition, actions taken or statements made by athletes, teams or leagues, or other endorsers, associated with our products or brand that harm their reputations, or our decisions to cease collaborating with certain endorsers in light of actions taken or statements made by them, have in the past harmed and could in the future seriously harm our brand image with consumers and, as a result, could have an adverse effect on our sales and financial condition. 2025 FORM 10-K 14 Table of Contents Failure to accurately forecast consumer demand has in the past led and could in the future lead to excess inventories or inventory shortages, which has in the past resulted and could in the future result in decreased operating margins, reduced cash flows and harm to our business.
Our operating margins are also sensitive to a number of additional factors that are beyond our control, including manufacturing and transportation costs, shifts in product sales 2024 FORM 10-K 14 Table of Contents mix and geographic sales trends, all of which we expect to continue.
Our operating margins are also sensitive to a number of additional factors that are beyond our control, including manufacturing and transportation costs, shifts in product sales mix and geographic sales trends, 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.
Both our apparel and footwear products are dependent upon the ability of our contract manufacturers to locate, train, employ and retain adequate personnel. NIKE contract manufacturers and materials suppliers buy raw materials and are subject to wage rates and other labor standards that are oftentimes regulated by the governments of the countries in which our products are manufactured.
NIKE contract manufacturers and materials suppliers buy raw materials and are subject 2025 FORM 10-K 18 Table of Contents to wage rates and other labor standards that are oftentimes regulated by the governments of the countries in which our products are manufactured.
For example, while we require our suppliers of our products to operate their business in compliance with applicable laws and regulations, we do not control their practices.
For example, while we require our suppliers of our products to operate their business in compliance with applicable laws and regulations, we do not control their practices. Negative publicity relating to a violation or an alleged violation of policies or laws by such suppliers could damage our brand image and diminish consumer trust in our brand.
We also may be unable to prevent others from seeking to block sales of our products as violations of proprietary rights. We may be subject to liability if third parties successfully claim we infringe their intellectual property rights. Defending infringement claims could be expensive and time-consuming and might result in our entering into costly license agreements.
We also may be unable to prevent others from seeking to block sales of our products as violations of proprietary rights. 2025 FORM 10-K 20 Table of Contents We may be subject to liability if third parties successfully claim we infringe their intellectual property rights.
Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses are affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into U.S. Dollars for consolidated financial reporting, as weakening of foreign currencies relative to the U.S. Dollar adversely affects the U.S.
Additionally, there has been, and may continue to be, volatility in currency exchange rates that impact the U.S. Dollar value relative to other international currencies. Our international revenues and expenses generally are derived from sales and operations in foreign currencies, and these revenues and expenses are affected by currency fluctuations, specifically amounts recorded in foreign currencies and translated into U.S.
In addition, shifts in U.S. immigration policy could negatively impact our ability to attract, hire and retain highly skilled employees who are from outside the United States. W e also believe that our corporate culture has been a key driver of our success, and we have invested substantial time and resources in building, maintaining and evolving our culture.
W e also believe that our corporate culture has been a key driver of our success, and we have invested substantial time and resources in building, maintaining and evolving our culture. Any failure to preserve and evolve our culture could negatively affect our future success, including our ability to retain and recruit employees.
Our long-term debt is currently rated Investment Grade by Standard & Poor's and Moody's Investors Service. If our credit ratings are lowered, borrowing costs for our existing facilities or for future long-term debt or short-term credit facilities may increase and our financing options, including our access to credit or capital markets, could be adversely affected.
Any negative change to our credit rating will increase borrowing costs for our existing facilities and may increase our borrowing costs for future long-term debt or short-term credit facilities. In addition, our financing options, including our access to credit or capital markets, could be adversely affected.
Any such violation could result in sanctions or other penalties and have an adverse effect on our business, reputation and operating results. Failure to adequately protect or enforce our intellectual property rights could adversely affect our business. We periodically discover counterfeit reproductions of our products or products that otherwise infringe our intellectual property rights.
Any current or future legal or regulatory proceedings could divert management's attention from our operations and result in substantial legal fees. Failure to adequately protect or enforce our intellectual property rights could adversely affect our business. We periodically discover counterfeit reproductions of our products or products that otherwise infringe our intellectual property rights.
Compliance with existing, proposed and recently enacted laws and regulations is costly and time consuming, and any failure to comply with these regulatory 2024 FORM 10-K 21 Table of Contents standards could subject us to legal, operational and reputational risks.
These laws impose additional obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored. Compliance with existing, proposed and recently enacted laws and regulations is costly and time consuming, and any failure to comply with these regulatory standards could subject us to legal, operational and reputational risks.
Risks specific to our digital commerce business also include diversion of sales from our and our retailers' brick and mortar stores, pricing pressure on our products, difficulty in recreating the in-store experience through direct channels and liability for online content.
If we fail to continue to effectively scale and adapt our digital platforms to accommodate increased consumer demand, our business may be subject to interruptions, delays or failures and consumer demand for our products and digital experiences could decline. 2025 FORM 10-K 15 Table of Contents Risks specific to our digital commerce business also include diversion of sales from our and our retailers' brick and mortar stores, pricing pressure on our products, difficulty in recreating the in-store experience through our digital commerce business and liability for online content.
Climate change and other sustainability-related matters, or legal, regulatory or market responses thereto, may have an adverse impact on our business and results of operations.
Climate change, extreme weather conditions and natural disasters may have an adverse impact on our business and results of operations.
In addition, federal, state or local governmental authorities in various countries are implementing, have proposed and are likely to continue to propose, legislative and regulatory initiatives to reduce or mitigate the impacts of climate change on the environment.
For example, federal, state or local governmental authorities in various countries are implementing, have proposed and are likely to continue to propose, legislative and regulatory initiatives regarding corporate responsibility and sustainability-related matters, ranging from the disclosure of corporate greenhouse gas emissions to limitations on corporate diversity programs, among others.
Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition. Given the broad and global scope of our operations, we are particularly vulnerable to the physical risks of climate change, such as shifts in weather patterns.
Climate change may also exacerbate challenges relating to the availability and quality of water and raw materials, including those used in the production of our products. Given the broad and global scope of our operations, we are particularly vulnerable to the physical risks of climate change, such as shifts in weather patterns.
These regulations have resulted and may continue to result in increased operating costs and affect how and where we source materials for our products. 2024 FORM 10-K 19 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.
These regulations have resulted and may continue to result in increased operating costs and affect how and where we source materials for our products.
Government shutdowns or the risk of government shutdowns, as well as the impact or expected impact of elections, both in the United States and in other countries around the world, may also increase volatility. Additionally, there has been, and may continue to be, volatility in currency exchange rates that impact the U.S. Dollar value relative to other international currencies.
Central banks deploy various strategies to combat inflation, including increasing interest rates, which impact our borrowing costs. Government shutdowns or the risk of government shutdowns, as well as the impact or expected impact of elections, both in the United States and in other countries around the world, may also increase volatility.
Risks presented by pandemics and other public health emergencies include, but are not limited to: • Deterioration in economic conditions in the United States and globally, including the effect of prolonged periods of inflation on our consumers and vendors; 2024 FORM 10-K 12 Table of Contents • Disruption to our distribution centers, contract manufacturers, finished goods factories and other vendors, through the effects of facility closures, increased operating costs, reductions in operating hours, labor shortages, and real time changes in operating procedures, such as additional cleaning and disinfection procedures, which have had, and could in the future again have, a significant impact on our planned inventory production and distribution, including higher inventory levels or inventory shortages in various markets; • Impacts to our distribution and logistics providers' ability to operate, including labor and container shortages, and increases in their operating costs.
Risks presented by pandemics and other public health emergencies include, but are not limited to: • Deterioration in economic conditions in the United States and globally; • Disruptions to our distribution centers, contract manufacturers, finished goods factories and other vendors impacting our planned inventory production and distribution, including higher inventory levels or inventory shortages in various markets; • Supply chain impacts; • Decreased retail traffic; • Reduced consumer demand for, or spend on, our products; • Cancellation or postponement of sports seasons and sporting events; • Bankruptcies or other financial difficulties facing our wholesale customers; and • Significant disruption of and volatility in global financial markets.
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Climate change may also exacerbate challenges relating to the availability and quality of water and raw materials, including those used in the production of our products, and may result in changes in regulations or consumer preferences, which could in turn affect our business, operating results and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBoard Oversight Our Board of Directors has ultimate oversight of cybersecurity risk as part of its risk management oversight responsibilities, including with respect to cybersecurity risk priorities, resource allocation and oversight structures. The Board of Directors receives an update on our cybersecurity program on an annual basis, or more frequently as determined to be necessary or advisable.
Biggest changeBoard Oversight Our Board of Directors has ultimate oversight of cybersecurity risk as part of its risk management oversight responsibilities, including with respect to cybersecurity risk priorities, resource allocation and oversight structures. The Board of Directors receives an update on our cybersecurity program on a quarterly basis, or more frequently as determined to be necessary or advisable.
Risk Factors. 2024 FORM 10-K 25 Table of Contents
Risk Factors. 2025 FORM 10-K 24 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFive are located in or near Memphis, Tennessee, two of which are owned and three of which are leased. Two other distribution centers, one located in Indianapolis, Indiana and one located in Dayton, Tennessee, are leased and operated by third-party logistics providers. One distribution center for Converse is located in Ontario, California, which is leased.
Biggest changeFive are located in or near Memphis, Tennessee, two of which are owned and three of which are leased. Two other distribution centers, one located near Indianapolis, Indiana and one located in Dayton, Tennessee, are leased and operated by third-party logistics providers. One distribution center for Converse is located in Ontario, California, which is leased.
PROPERTIES The following is a summary of principal properties owned or leased by NIKE: The NIKE World Headquarters, owned by NIKE and located near Beaverton, Oregon, USA, is an approximately 400-acre site consisting of over 40 buildings which, together with adjacent leased properties, functions as our global headquarters and is occupied by approximately 10,700 employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.
PROPERTIES The following is a summary of principal properties owned or leased by NIKE: The NIKE World Headquarters, owned by NIKE and located near Beaverton, Oregon, USA, is an approximately 400-acre site consisting of over 40 buildings which, together with adjacent leased properties, functions as our global headquarters and is occupied by approximately 10,500 employees engaged in management, research, design, development, marketing, finance and other administrative functions serving nearly all of our segments.
We lease approximately 1,040 retail stores worldwide, which primarily consist of factory stores. See "United States Market" and "International Markets" for additional information regarding our retail stores. Our leases expire at various dates through the fiscal year 2058.
We lease approximately 1,029 retail stores worldwide, which primarily consist of factory stores. See "United States Market" and "International Markets" for additional information regarding our retail stores. Our leases expire at various dates through the fiscal year 2058.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. 2024 FORM 10-K 26 Table of Contents PART II
Biggest changeITEM 4. MINE SAFETY DISCLOSURES Not applicable. 2025 FORM 10-K 25 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. Mine Safety Disclosures 26 PART II 27 ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 ITEM 6. Reserved 29 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 51 ITEM 8.
Biggest changeITEM 4. Mine Safety Disclosures 25 PART II 26 ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 ITEM 6. Reserved 28 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 29 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 50 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table presents a summary of share repurchases made during the quarter ended May 31, 2024: PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (IN MILLIONS) March 1 — March 31, 2024 2,583,730 $ 98.42 $ 9,739 April 1 — April 30, 2024 3,606,667 $ 93.73 $ 9,401 May 1 — May 31, 2024 4,895,400 $ 93.16 $ 8,945 11,085,797 $ 94.57 2024 FORM 10-K 27 Table of Contents PERFORMANCE GRAPH The following graph demonstrates a five-year comparison of cumulative total returns for NIKE's Class B Common Stock; the Standard & Poor's 500 Stock Index; the Dow Jones U.S.
Biggest changeThe following table presents a summary of share repurchases made during the quarter ended May 31, 2025: PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (IN MILLIONS) March 1 — March 31, 2025 936,074 $ 72.39 $ 6,124 April 1 — April 30, 2025 1,189,613 $ 56.01 $ 6,058 May 1 — May 31, 2025 1,116,872 $ 60.77 $ 5,990 3,242,559 $ 62.38 2025 FORM 10-K 26 Table of Contents PERFORMANCE GRAPH The following graph demonstrates a five-year comparison of cumulative total returns for NIKE's Class B Common Stock; the Standard & Poor's 500 Stock Index; the Dow Jones U.S.
Footwear Index; and the Standard & Poor's Apparel, Accessories & Luxury Goods Index. The graph assumes an investment of $100 on May 31, 2019, in each of the indices and our Class B Common Stock. Each of the indices assumes that all dividends were reinvested on the day of issuance. The Dow Jones U.S.
Footwear Index; and the Standard & Poor's Apparel, Accessories & Luxury Goods Index. The graph assumes an investment of $100 on May 31, 2020, in each of the indices and our Class B Common Stock. Each of the indices assumes that all dividends were reinvested on the day of issuance. The Dow Jones U.S.
The performance graph above is being furnished solely to accompany this Annual Report pursuant to Item 201(e) of Regulation S-K, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 2024 FORM 10-K 28 Table of Contents
The performance graph above is being furnished solely to accompany this Annual Report pursuant to Item 201(e) of Regulation S-K, is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 2025 FORM 10-K 27 Table of Contents
The Dow Jones U.S. Footwear Index and the Standard & Poor's Apparel, Accessories & Luxury Goods Index include companies in two major lines of business in which the Company competes. The indices do not encompass all of the Company's competitors, nor all product categories and lines of business in which the Company is engaged.
Footwear Index and the Standard & Poor's Apparel, Accessories & Luxury Goods Index include companies in two major lines of business in which the Company competes. The indices do not encompass all of the Company's competitors, nor all product categories and lines of business in which the Company is engaged. Because NIKE is part of the Dow Jones U.S.
At July 10, 2024, there were 21,354 holders of record of NIKE's Class B Common Stock and 16 holders of record of NIKE's Class A Common Stock. These figures do not include beneficial owners who hold shares in nominee name.
At July 9, 2025, there were 20,485 holders of record of NIKE's Class B Common Stock and 16 holders of record of NIKE's Class A Common Stock. These figures do not include beneficial owners who hold shares in nominee name.
In June 2022, the Board of Directors approved a four-year, $18 billion share repurchase program. As of May 31, 2024, the Company had repurchased 84.9 million shares at an average price of $106.65 per share for a total approximate cost of $9.1 billion under this program.
In June 2022, the Board of Directors approved a four-year, $18 billion share repurchase program. As of May 31, 2025, the Company had repurchased 122.6 million shares at an average price of $98.00 per share for a total approximate cost of $12.0 billion under this program.
The stock performance shown on the performance graph above is not necessarily indicative of future performance. The Company will not make or endorse any predictions as to future stock performance.
Footwear Index, the price and returns of NIKE stock have a substantial effect on this index. The stock performance shown on the performance graph above is not necessarily indicative of future performance. The Company will not make or endorse any predictions as to future stock performance.
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Footwear Index consists of NIKE, Crocs Inc., Deckers Outdoor Corporation and Skechers U.S.A., Inc. Because NIKE is part of the Dow Jones U.S. Footwear Index, the price and returns of NIKE stock have a substantial effect on this index. The Standard & Poor's Apparel, Accessories & Luxury Goods Index consists of Ralph Lauren Corporation, Tapestry, Inc. and lululemon athletica.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOperating overhead expense increased primarily due to higher other administrative costs, partially offset by favorable changes in foreign currency exchange rates. 2024 FORM 10-K 41 Table of Contents ASIA PACIFIC & LATIN AMERICA (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 4,865 $ 4,543 7 % 7 % $ 4,111 11 % 19 % Apparel 1,614 1,664 -3 % -2 % 1,610 3 % 13 % Equipment 250 224 12 % 12 % 234 -4 % 4 % TOTAL REVENUES $ 6,729 $ 6,431 5 % 5 % $ 5,955 8 % 17 % Revenues by: Sales to Wholesale Customers $ 3,930 $ 3,736 5 % 6 % $ 3,529 6 % 14 % Sales through NIKE Direct 2,799 2,695 4 % 4 % 2,426 11 % 22 % TOTAL REVENUES $ 6,729 $ 6,431 5 % 5 % $ 5,955 8 % 17 % EARNINGS BEFORE INTEREST AND TAXES $ 1,885 $ 1,932 -2 % $ 1,896 2 % We completed the sale of our entity in Chile and our entities in Argentina and Uruguay to third-party distributors in the first and second quarters of fiscal 2023, respectively.
Biggest changeHigher ASP primarily reflects strategic pricing actions, partially offset by higher discounts. • Demand creation expense increased 2% primarily due to higher sports marketing expense and higher brand marketing expense. • Operating overhead expense decreased 5% primarily due to lower wage-related expenses and lower other administrative costs. 2025 FORM 10-K 40 Table of Contents ASIA PACIFIC & LATIN AMERICA (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 4,452 $ 4,865 -8 % -4 % $ 4,543 7 % 7 % Apparel 1,541 1,614 -5 % -1 % 1,664 -3 % -2 % Equipment 258 250 3 % 7 % 224 12 % 12 % TOTAL REVENUES $ 6,251 $ 6,729 -7 % -3 % $ 6,431 5 % 5 % Revenues by: Sales to Wholesale Customers $ 3,678 $ 3,930 -6 % -3 % $ 3,736 5 % 6 % Sales through NIKE Direct 2,573 2,799 -8 % -3 % 2,695 4 % 4 % TOTAL REVENUES $ 6,251 $ 6,729 -7 % -3 % $ 6,431 5 % 5 % Cost of Sales 3,502 3,639 -4 % 3,337 9 % Gross profit 2,749 3,090 -11 % 3,094 0 % Gross margin 44.0% 45.9% -190 bps 48.1% -220 bps Demand creation expense 421 407 3 % 373 9 % Operating overhead expense 804 801 0 % 789 2 % Total selling and administrative expense 1,225 1,208 1 % 1,162 4 % Other segment items (3) (3) — — — EARNINGS BEFORE INTEREST AND TAXES $ 1,527 $ 1,885 -19 % $ 1,932 -2 % FISCAL 2025 COMPARED TO FISCAL 2024 • Asia Pacific & Latin America ("APLA") revenues decreased 3% on a currency-neutral basis primarily due to lower revenues in Southeast Asia & India and Korea, partially offset by higher revenues in Mexico.
Dollar. Fluctuations in currency exchange rates create volatility in our reported results as we are required to translate the balance sheets, operational results and cash flows of these subsidiaries into U.S. Dollars for consolidated reporting. The translation of foreign subsidiaries' non-U.S. Dollar denominated balance sheets into U.S.
Fluctuations in currency exchange rates create volatility in our reported results as we are required to translate the balance sheets, operational results and cash flows of these subsidiaries into U.S. Dollars for consolidated reporting. The translation of foreign subsidiaries' non-U.S. Dollar denominated balance sheets into U.S.
In most cases, this results in gains and losses on hedge derivatives being released from Accumulated other comprehensive income (loss) into Net income sometime after the maturity of the derivative. One of the criteria for this accounting treatment is that the notional value of these derivative contracts should not be in excess of the designated amount of anticipated transactions.
In most cases, this results in gains and losses on hedge derivatives being released from Accumulated other comprehensive income (loss) into Net income sometime after the maturity of the derivative. One of the criteria for this accounting treatment is that the designated notional value of these derivative contracts should not be in excess of the amount of anticipated transactions.
If changes in market conditions result in reductions to the estimated net realizable value of our inventory below our previous estimate, we would increase our reserve in the period in which we made such a determination.
If changes in market conditions result in reductions to the estimated net realizable value of our inventory below our previous estimate, we would increase our reserve in the period in which such a determination is made.
We have, in the past, hedged and may, in the future, hedge net investment positions in certain foreign subsidiaries to mitigate the effects of foreign exchange fluctuations on these net investments. These hedges are accounted for as net investment hedges in accordance with U.S. GAAP. There were no outstanding net investment hedges as of May 31, 2024 and 2023.
We have, in the past, hedged and may, in the future, hedge net investment positions in certain foreign subsidiaries to mitigate the effects of foreign exchange fluctuations on these net investments. These hedges are accounted for as net investment hedges in accordance with U.S. GAAP. There were no outstanding net investment hedges as of May 31, 2025 and 2024.
When the designated amount of anticipated or actual transactions decline below hedged levels, or if it is no longer probable a forecasted transaction will occur by the end of the originally specified time period or within an additional two-month period of time thereafter, we reclassify the cumulative change in fair value of the over-hedged portion of the related hedge contract from Accumulated other comprehensive income (loss) to Other (income) expense, net during the quarter in which the decrease occurs.
When the amount of anticipated or actual transactions decline below designated hedged levels and it is no longer probable the forecasted transaction will occur by the end of the originally specified time period or within an additional two-month period of time thereafter, we reclassify the cumulative change in fair value of the over-hedged portion of the related hedge contract from Accumulated other comprehensive income (loss) to Other (income) expense, net during the quarter in which the decrease occurs.
As of and for the fiscal years ended May 31, 2024 and 2023, we did not have any borrowings outstanding under our $3 billion program. We may issue commercial paper or other debt securities depending on general corporate needs.
As of and for the fiscal years ended May 31, 2025 and 2024, we did not have any borrowings outstanding under our $3 billion program. We may issue commercial paper or other debt securities depending on general corporate needs.
Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and accessories businesses. Our strategy is to achieve sustainable profitable long-term revenue growth by creating innovative, "must-have" products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.
Our goal is to deliver value to our shareholders by building a profitable global portfolio of branded footwear, apparel, equipment and accessories. Our strategy is to achieve sustainable, profitable long-term revenue growth by leading with sport, creating innovative, "must-have" products, building deep personal consumer connections with our brands and delivering compelling consumer experiences through digital platforms and at retail.
We sell our products through NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital") and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world.
We sell our products through two distribution channels: NIKE Direct operations, which are comprised of both NIKE-owned retail stores and sales through our digital platforms (also referred to as "NIKE Brand Digital"), and to wholesale accounts, which include a mix of independent distributors, licensees and sales representatives in nearly all countries around the world.
It is not possible to determine how much we will spend on this product on an annual basis as the amount of product provided to the endorsers will depend on many factors and the contracts generally do not stipulate a minimum amount of cash to be spent on the product. • Product Purchase Obligations — As of May 31, 2024, we had product purchase obligations of $5.7 billion, all of which are payable within the next 12 months.
It is not possible to determine how much we will spend on this product on an annual basis as the amount of product provided to the endorsers will depend on many factors and the contracts generally do not stipulate a minimum amount of cash to be spent on the product. • Product Purchase Obligations — As of May 31, 2025, we had product purchase obligations of $7.9 billion, all of which are payable within the next 12 months.
In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility the ultimate loss will materially exceed the recorded liability. Refer to Note 16 — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for additional information. 2024 FORM 10-K 50 Table of Contents
In addition to contingent liabilities recorded for probable losses, we disclose contingent liabilities when there is a reasonable possibility the ultimate loss will materially exceed the recorded liability. Refer to Note 16 — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for additional information. 2025 FORM 10-K 49 Table of Contents
The facility matures on March 7, 2025, with an option to extend the maturity date an additional 364 days. This facility replaces the prior $1 billion 364-day credit facility agreement entered into on March 10, 2023, which matured on March 8, 2024. Refer to Note 5 — Short-Term Borrowings and Credit Lines for additional information.
The facility matures on March 6, 2026, with an option to extend the maturity date an additional 364 days. This facility replaces the prior $1 billion 364-day credit facility agreement entered into on March 8, 2024, which matured on March 7, 2025. Refer to Note 5 — Short-Term Borrowings and Credit Lines for additional information.
We estimate the combination of translation of foreign currency-denominated profits from our international businesses and the year-over-year change in foreign currency related gains and losses included in Other (income) expense, net had an unfavorable impact of approximately $68 million on our Income before income taxes for the year ended May 31, 2024.
We estimate the combination of translation of foreign currency-denominated profits from our international businesses and the year-over-year change in foreign currency related gains and losses included in Other (income) expense, net had an unfavorable impact of approximately $188 million on our Income before income taxes for the year ended May 31, 2025.
Estimates of discretionary authorized returns, discounts and claims are based on (1) historical rates, (2) specific identification of outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated returns, discounts and claims expected but not yet finalized with customers.
Estimates of discretionary authorized returns, discounts and claims are based on (1) historical rates, (2) specific identification of outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated returns, discounts and claims expected but not yet finalized with customers based on current marketplace needs.
(4) Others include products not allocated to Men's, Women's, Kids' and Jordan Brand, as well as certain adjustments that are not allocated to products designated by consumer. 2024 FORM 10-K 34 Table of Contents FISCAL 2024 NIKE BRAND REVENUE HIGHLIGHTS The following tables present NIKE Brand revenues disaggregated by reportable operating segment, distribution channel and major product line: FISCAL 2024 COMPARED TO FISCAL 2023 • NIKE, Inc.
(5) Others include products not allocated to Men's, Women's, Kids' and Jordan Brand, as well as certain adjustments that are not allocated to products designated by consumer. 2025 FORM 10-K 33 Table of Contents FISCAL 2025 NIKE BRAND REVENUE HIGHLIGHTS The following tables present NIKE Brand revenues disaggregated by reportable operating segment, distribution channel and major product line: FISCAL 2025 COMPARED TO FISCAL 2024 • NIKE, Inc.
On March 8, 2024, we entered into a 364-day committed credit facility agreement with a syndicate of banks which provides for up to $1 billion of borrowings, with the option to increase borrowings up to $1.5 billion in total with lender approval.
On March 7, 2025, we entered into a 364-day committed credit facility agreement with a syndicate of banks which provides for up to $1 billion of borrowings, with the option to increase borrowings up to $1.5 billion in total with lender approval.
All of our investments are investment grade to minimize our credit risk. While individual securities have varying durations, as of May 31, 2024, the weighted-average days to maturity of our cash equivalents and short-term investments portfolio was 65 days.
All of our investments are investment grade to minimize our credit risk. While individual securities have varying durations, as of May 31, 2025, the weighted-average days to maturity of our cash equivalents and short-term investments portfolio was 96 days.
As of May 31, 2024, we had Cash and equivalents and Short-term investments totaling $11.6 billion, primarily consisting of commercial paper, corporate notes, deposits held at major banks, money market funds, U.S. Treasury obligations and other investment grade fixed-income securities. Our fixed-income investments are exposed to both credit and interest rate risk.
As of May 31, 2025, we had Cash and equivalents and Short-term investments totaling $9.2 billion, primarily consisting of commercial paper, corporate notes, deposits held at major banks, money market funds, U.S. Treasury obligations and other investment grade fixed-income securities. Our fixed-income investments are exposed to both credit and interest rate risk.
EBIT divided by total NIKE, Inc. Revenues. Our EBIT Margin calculation for fiscal 2024, 2023 and 2022 are as follows: YEAR ENDED MAY 31, (Dollars in millions) 2024 2023 2022 Numerator Earnings before interest and taxes $ 6,539 $ 6,195 $ 6,856 Denominator Total NIKE, Inc.
EBIT divided by total NIKE, Inc. Revenues. Our EBIT Margin calculation for fiscal 2025, 2024 and 2023 are as follows: YEAR ENDED MAY 31, (Dollars in millions) 2025 2024 2023 Numerator Earnings before interest and taxes $ 3,778 $ 6,539 $ 6,195 Denominator Total NIKE, Inc.
(4) 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 our central foreign exchange risk management program. The primary financial measure used by the Company to evaluate performance is Earnings Before Interest and Taxes ("EBIT").
(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 our central foreign exchange risk management program. The primary financial measure used by the Company to evaluate performance of its segments is EBIT.
We do not hold or issue derivative instruments for trading or speculative purposes. 2024 FORM 10-K 44 Table of Contents Refer to Note 4 — Fair Value Measurements and Note 12 — Risk Management and Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional description of outstanding derivatives at each reported period end.
We do not hold or issue derivative instruments for trading or speculative purposes. Refer to Note 4 — Fair Value Measurements and Note 12 — Risk Management and Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional description of outstanding derivatives at each reported period end.
Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. FISCAL 2024 COMPARED TO FISCAL 2023 Global Brand Divisions' loss before interest and taxes decreased 2% primarily due to lower operating overhead expense, partially offset by higher demand creation expense.
Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment. FISCAL 2025 COMPARED TO FISCAL 2024 Global Brand Divisions' loss before interest and taxes was flat primarily due to lower Operating overhead expense, offset by higher Demand creation expense.
Accordingly, changes in fair value of these instruments are recognized in Other (income) expense, net and are intended to offset the foreign currency impact of the remeasurement of the related non-functional currency denominated asset or liability being hedged. 2024 FORM 10-K 45 Table of Contents TRANSLATIONAL EXPOSURES Many of our foreign subsidiaries operate in functional currencies other than the U.S.
Accordingly, changes in fair value of these instruments are recognized in Other (income) expense, net and are intended to offset the foreign currency impact of the remeasurement of the related non-functional currency denominated asset or liability being hedged. TRANSLATIONAL EXPOSURES Many of our foreign subsidiaries operate in functional currencies other than the U.S. Dollar.
These sales generate a foreign currency exposure. • Other Costs — Non-functional currency denominated costs, such as endorsement contracts, also generate foreign currency risk, though to a lesser extent. • Non-Functional Currency Denominated Monetary Assets and Liabilities — Our global subsidiaries have various assets and liabilities, primarily receivables and payables, including intercompany receivables and payables, denominated in currencies other than their functional currencies.
These sales generate a foreign currency exposure. • Other Costs — Non-functional currency denominated costs, such as endorsement contracts, also generate foreign currency risk, though to a lesser extent. 2025 FORM 10-K 44 Table of Contents • Non-Functional Currency Denominated Monetary Assets and Liabilities — Our global subsidiaries have various assets and liabilities, primarily receivables and payables, including intercompany receivables and payables, denominated in currencies other than their functional currencies.
We currently have long-term debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively. As it relates to our committed credit facilities entered into on March 11, 2022 and March 8, 2024, if our long-term debt ratings were to decline, the facility fees and interest rates would increase.
We currently have long-term debt ratings of A+ and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively. As it relates to our committed credit facilities entered into on March 7, 2025, if our long-term debt ratings were to decline, the facility fees and interest rates would increase.
Management has reviewed and discussed these critical accounting estimates with the Audit & Finance Committee of the Board of Directors. 2024 FORM 10-K 48 Table of Contents Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in the preparation of our Consolidated Financial Statements.
Management has reviewed and discussed these critical accounting estimates with the Audit & Finance Committee of the Board of Directors. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in the preparation of our Consolidated Financial Statements.
The Shelf expires on July 21, 2025. On March 11, 2022, we entered into a five-year committed credit facility agreement with a syndicate of banks which provides for up to $2 billion of borrowings, with the option to increase borrowings up to $3 billion in total with lender approval.
On March 7, 2025, we entered into a five-year committed credit facility agreement with a syndicate of banks which provides for up to $2 billion of borrowings, with the option to increase borrowings up to $3 billion in total with lender approval.
If we estimate the net realizable value of our inventory is less than the cost of the inventory, we record a reserve equal to the difference between the cost of the inventory and the estimated net realizable value. This reserve is recorded as a charge to Cost of sales.
If we estimate the net realizable value of our inventory is less than the cost of the inventory, we record a reserve equal to the difference between the cost of the inventory and the estimated net realizable value.
As of May 31, 2024, we were in full compliance with each of these covenants, and we believe it is unlikely we will fail to meet any of these covenants in the foreseeable future. Liquidity is also provided by our $3 billion commercial paper program.
As of May 31, 2025, we were in full compliance with each of these covenants, and we believe it is unlikely we will fail to meet any of these covenants in the foreseeable future. 2025 FORM 10-K 46 Table of Contents Liquidity is also provided by our $3 billion commercial paper program.
Revenues $ 51,362 $ 51,217 $ 46,710 EBIT Margin 12.7% 12.1% 14.7% 2024 FORM 10-K 31 Table of Contents Return on Invested Capital ("ROIC") : Represents a performance measure that management believes is useful information in understanding the Company's ability to effectively manage invested capital.
Revenues $ 46,309 $ 51,362 $ 51,217 EBIT MARGIN 8.2% 12.7% 12.1% 2025 FORM 10-K 30 Table of Contents Return on Invested Capital ("ROIC") : Represents a performance measure that management believes is useful information in understanding the Company's ability to effectively manage invested capital.
Our material cash requirements as of May 31, 2024, were as follows: • Debt Obligations — Refer to Note 5 — Short-Term Borrowings and Credit Lines and Note 6 — Long-Term Debt in the accompanying Notes to the Consolidated Financial Statements for additional information. • Operating Leases — Refer to Note 17 — Leases in the accompanying Notes to the Consolidated Financial Statements for additional information. 2024 FORM 10-K 47 Table of Contents • Endorsement Contracts — As of May 31, 2024, we had endorsement contract obligations of $10.6 billion, with $1.7 billion payable within 12 months, representing approximate amounts of base compensation and minimum guaranteed royalty fees we are obligated to pay athlete, public figure, sport team and league endorsers of our products.
Our material cash requirements as of May 31, 2025, were as follows: • Debt Obligations — Refer to Note 5 — Short-Term Borrowings and Credit Lines and Note 6 — Long-Term Debt in the accompanying Notes to the Consolidated Financial Statements for additional information. • Operating Leases — Refer to Note 17 — Leases in the accompanying Notes to the Consolidated Financial Statements for additional information. • Endorsement Contracts — As of May 31, 2025, we had endorsement contract obligations, including associated marketing commitments, of $16.2 billion, with $1.6 billion payable within 12 months, primarily representing approximate amounts of base compensation and minimum guaranteed royalty fees we are obligated to pay athlete, public figure, sport team and league endorsers of our products.
We believe that existing Cash and equivalents, Short-term investments and cash generated by operations, together with access to external sources of funds as described above, will be sufficient to meet our domestic and foreign capital needs in the foreseeable future.
We believe that existing Cash and equivalents, Short-term investments and cash generated by operations, together with access to external sources of funds as described above, will be sufficient to meet our domestic and foreign capital needs for the next twelve months and beyond.
EBIT for fiscal 2024, 2023 and 2022 are as follows: YEAR ENDED MAY 31, (Dollars in millions) 2024 2023 2022 Net income $ 5,700 $ 5,070 $ 6,046 Add: Interest expense (income), net (161) (6) 205 Add: Income tax expense 1,000 1,131 605 Earnings before interest and taxes $ 6,539 $ 6,195 $ 6,856 EBIT Margin : Calculated as total NIKE, Inc.
EBIT for fiscal 2025, 2024 and 2023 are as follows: YEAR ENDED MAY 31, (Dollars in millions) 2025 2024 2023 Net income $ 3,219 $ 5,700 $ 5,070 Add: Interest expense (income), net (107) (161) (6) Add: Income tax expense 666 1,000 1,131 EARNINGS BEFORE INTEREST AND TAXES $ 3,778 $ 6,539 $ 6,195 EBIT Margin : Calculated as total NIKE, Inc.
The impact of foreign exchange rate fluctuations on the translation of our consolidated Revenues was a detriment of approximately $141 million for the year ended May 31, 2024. The impact of foreign exchange rate fluctuations on the translation of our Income before income taxes was a benefit of approximately $48 million for the year ended May 31, 2024.
The impact of foreign exchange rate fluctuations on the translation of our consolidated Revenues was a detriment of approximately $419 million for the year ended May 31, 2025. The impact of foreign exchange rate fluctuations on the translation of our Income before income taxes was a detriment of approximately $97 million for the year ended May 31, 2025.
As a result, our calculation of this metric may not be comparable to similarly titled metrics used by other companies. 2024 FORM 10-K 32 Table of Contents RESULTS OF OPERATIONS (Dollars in millions, except per share data) FISCAL 2024 FISCAL 2023 % CHANGE FISCAL 2022 % CHANGE Revenues $ 51,362 $ 51,217 0 % $ 46,710 10 % Cost of sales 28,475 28,925 -2 % 25,231 15 % Gross profit 22,887 22,292 3 % 21,479 4 % Gross margin 44.6 % 43.5 % 46.0 % Demand creation expense 4,285 4,060 6 % 3,850 5 % Operating overhead expense 12,291 12,317 0 % 10,954 12 % Total selling and administrative expense 16,576 16,377 1 % 14,804 11 % % of revenues 32.3 % 32.0 % 31.7 % Interest expense (income), net (161) (6) — 205 — Other (income) expense, net (228) (280) — (181) — Income before income taxes 6,700 6,201 8 % 6,651 -7 % Income tax expense 1,000 1,131 -12 % 605 87 % Effective tax rate 14.9 % 18.2 % 9.1 % NET INCOME $ 5,700 $ 5,070 12 % $ 6,046 -16 % Diluted earnings per common share $ 3.73 $ 3.23 15 % $ 3.75 -14 % 2024 FORM 10-K 33 Table of Contents CONSOLIDATED OPERATING RESULTS REVENUES (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) NIKE, Inc.
As a result, our calculation of this metric may not be comparable to similarly titled metrics used by other companies. 2025 FORM 10-K 31 Table of Contents RESULTS OF OPERATIONS (Dollars in millions, except per share data) FISCAL 2025 FISCAL 2024 % CHANGE FISCAL 2023 % CHANGE Revenues $ 46,309 $ 51,362 -10 % $ 51,217 0 % Cost of sales 26,519 28,475 -7 % 28,925 -2 % Gross profit 19,790 22,887 -14 % 22,292 3 % Gross margin 42.7 % 44.6 % 43.5 % Demand creation expense 4,689 4,285 9 % 4,060 6 % Operating overhead expense 11,399 12,291 -7 % 12,317 0 % Total selling and administrative expense 16,088 16,576 -3 % 16,377 1 % % of revenues 34.7 % 32.3 % 32.0 % Interest expense (income), net (107) (161) — (6) — Other (income) expense, net (76) (228) — (280) — Income before income taxes 3,885 6,700 -42 % 6,201 8 % Income tax expense 666 1,000 -33 % 1,131 -12 % Effective tax rate 17.1 % 14.9 % 18.2 % NET INCOME $ 3,219 $ 5,700 -44 % $ 5,070 12 % Diluted earnings per common share $ 2.16 $ 3.73 -42 % $ 3.23 15 % 2025 FORM 10-K 32 Table of Contents CONSOLIDATED OPERATING RESULTS REVENUES (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) NIKE, Inc.
The breakdown of Revenues is as follows: (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) North America $ 21,396 $ 21,608 -1 % -1 % $ 18,353 18 % 18 % Europe, Middle East & Africa 13,607 13,418 1 % 0 % 12,479 8 % 21 % Greater China 7,545 7,248 4 % 8 % 7,547 -4 % 4 % Asia Pacific & Latin America (2) 6,729 6,431 5 % 5 % 5,955 8 % 17 % Global Brand Divisions (3) 45 58 -22 % -25 % 102 -43 % -43 % TOTAL NIKE BRAND $ 49,322 $ 48,763 1 % 1 % $ 44,436 10 % 16 % Converse 2,082 2,427 -14 % -15 % 2,346 3 % 8 % Corporate (4) (42) 27 — — (72) — — TOTAL NIKE, INC.
The breakdown of Revenues is as follows: (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES (1) North America $ 19,572 $ 21,396 -9 % -8 % $ 21,608 -1 % -1 % Europe, Middle East & Africa 12,257 13,607 -10 % -10 % 13,418 1 % 0 % Greater China 6,586 7,545 -13 % -12 % 7,248 4 % 8 % Asia Pacific & Latin America 6,251 6,729 -7 % -3 % 6,431 5 % 5 % Global Brand Divisions (2) 48 45 7 % 10 % 58 -22 % -25 % TOTAL NIKE BRAND $ 44,714 $ 49,322 -9 % -9 % $ 48,763 1 % 1 % Converse 1,692 2,082 -19 % -18 % 2,427 -14 % -15 % Corporate (3) (97) (42) — — 27 — — TOTAL NIKE, INC.
Our ROIC calculation as of May 31, 2024 and 2023 is as follows: FOR THE TRAILING FOUR QUARTERS ENDED (Dollars in millions) MAY 31, 2024 MAY 31, 2023 Numerator Net income $ 5,700 $ 5,070 Add: Interest expense (income), net (161) (6) Add: Income tax expense 1,000 1,131 Earnings before interest and taxes 6,539 6,195 Income tax adjustment (1) (976) (1,130) Earnings before interest and after taxes $ 5,563 $ 5,065 AVERAGE FOR THE TRAILING FIVE QUARTERS ENDED MAY 31, 2024 MAY 31, 2023 Denominator Total debt (2) $ 12,110 $ 12,491 Add: Shareholders' equity 14,155 14,982 Less: Cash and equivalents and Short-term investments 10,309 11,394 Total invested capital $ 15,956 $ 16,079 RETURN ON INVESTED CAPITAL 34.9% 31.5% (1) Equals Earnings before interest and taxes multiplied by the effective tax rate as of each of the respective quarter ends.
Our ROIC calculation as of May 31, 2025 and 2024 is as follows: FOR THE TRAILING FOUR QUARTERS ENDED (Dollars in millions) MAY 31, 2025 MAY 31, 2024 Numerator Net income $ 3,219 $ 5,700 Add: Interest expense (income), net (107) (161) Add: Income tax expense 666 1,000 Earnings before interest and taxes 3,778 6,539 Income tax adjustment (1) (645) (976) Earnings before interest and after taxes $ 3,133 $ 5,563 AVERAGE FOR THE TRAILING FIVE QUARTERS ENDED MAY 31, 2025 MAY 31, 2024 Denominator Total debt (2) $ 11,814 $ 12,110 Add: Shareholders' equity 13,926 14,155 Less: Cash and equivalents and Short-term investments 10,236 10,309 Total invested capital $ 15,504 $ 15,956 RETURN ON INVESTED CAPITAL 20.2% 34.9% (1) Equals Earnings before interest and taxes multiplied by the effective tax rate as of each of the respective quarter ends.
Reported EBIT decreased 2% reflecting higher revenues and the following: • Gross margin contraction of approximately 220 basis points primarily due to unfavorable changes in standard foreign currency exchange rates, lower margin in NIKE Direct and higher product costs, reflecting higher product input costs and product mix.
Reported EBIT decreased 19% reflecting lower revenues and the following: • Gross margin contraction of approximately 190 basis points primarily due to unfavorable changes in standard foreign currency exchange rates, lower ASP and higher warehousing and logistics costs.
EARNINGS BEFORE INTEREST AND TAXES (1) $ 6,539 $ 6,195 6 % $ 6,856 -10 % EBIT margin (1) 12.7 % 12.1 % 14.7 % Interest expense (income), net (161) (6) — 205 — TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 6,700 $ 6,201 8 % $ 6,651 -7 % (1) Total NIKE Brand EBIT, Total NIKE, Inc.
EARNINGS BEFORE INTEREST AND TAXES (1) $ 3,778 $ 6,539 -42 % $ 6,195 6 % EBIT margin (1) 8.2 % 12.7 % 12.1 % Interest expense (income), net (107) (161) — (6) — TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES $ 3,885 $ 6,700 -42 % $ 6,201 8 % (1) Total NIKE Brand EBIT, Total NIKE, Inc.
The breakdown of EBIT is as follows: (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE FISCAL 2022 % CHANGE North America $ 5,822 $ 5,454 7 % $ 5,114 7 % Europe, Middle East & Africa 3,388 3,531 -4 % 3,293 7 % Greater China 2,309 2,283 1 % 2,365 -3 % Asia Pacific & Latin America 1,885 1,932 -2 % 1,896 2 % Global Brand Divisions (4,720) (4,841) 2 % (4,262) -14 % TOTAL NIKE BRAND (1) $ 8,684 $ 8,359 4 % $ 8,406 -1 % Converse 474 676 -30 % 669 1 % Corporate (2,619) (2,840) 8 % (2,219) -28 % TOTAL NIKE, INC.
The breakdown of EBIT is as follows: (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE FISCAL 2023 % CHANGE North America $ 4,735 $ 5,822 -19 % $ 5,454 7 % Europe, Middle East & Africa 2,575 3,388 -24 % 3,531 -4 % Greater China 1,602 2,309 -31 % 2,283 1 % Asia Pacific & Latin America 1,527 1,885 -19 % 1,932 -2 % Global Brand Divisions (4,699) (4,720) 0 % (4,841) 2 % TOTAL NIKE BRAND (1) $ 5,740 $ 8,684 -34 % $ 8,359 4 % Converse 240 474 -49 % 676 -30 % Corporate (2,202) (2,619) 16 % (2,840) 8 % TOTAL NIKE, INC.
The timing and the amount of share repurchases will be dictated by our capital needs and stock market conditions. CAPITAL RESOURCES On July 21, 2022, we filed a shelf registration statement (the "Shelf") with the U.S. Securities and Exchange Commission (the "SEC") which permits us to issue an unlimited amount of debt securities from time to time.
We continue to expect funding of share repurchases from operating cash flows and excess cash. CAPITAL RESOURCES On July 21, 2022, we filed a shelf registration statement (the "Shelf") with the U.S. Securities and Exchange Commission (the "SEC") which permits us to issue an unlimited amount of debt securities from time to time.
INCOME TAXES FISCAL 2024 FISCAL 2023 % CHANGE FISCAL 2022 % CHANGE Effective tax rate 14.9 % 18.2 % (330) bps 9.1 % 910 bps FISCAL 2024 COMPARED TO FISCAL 2023 Our effective tax rate was 14.9% for fiscal 2024, compared to 18.2% for fiscal 2023, primarily due to changes in earnings mix and one-time items including the benefit provided by the delay of the effective date of certain U.S. foreign tax credit regulations in the first quarter of fiscal 2024.
INCOME TAXES FISCAL 2025 FISCAL 2024 % CHANGE FISCAL 2023 % CHANGE Effective tax rate 17.1 % 14.9 % 220 bps 18.2 % (330) bps FISCAL 2025 COMPARED TO FISCAL 2024 Our effective tax rate was 17.1% for fiscal 2025, compared to 14.9% for fiscal 2024, primarily due to changes in earnings mix, decreased benefits from stock-based compensation and non-recurring one-time benefits in fiscal 2024 including the impact of the delay of the effective date of certain U.S. foreign tax credit regulations.
FISCAL 2024 COMPARED TO FISCAL 2023 Demand creation expense increased 6% for fiscal 2024, primarily due to higher advertising and marketing expense, digital marketing and sports marketing expense. Changes in foreign currency exchange rates did not have a material impact on Demand creation expense.
FISCAL 2025 COMPARED TO FISCAL 2024 Demand creation expense increased 9%, due to higher brand marketing expense, reflecting investment in key sports events, and higher sports marketing expense. Changes in foreign currency exchange rates did not have a material impact on Demand creation expense.
In some cases, prices are subject to change throughout the production process. • Other Purchase Obligations — As of May 31, 2024, we had $3.5 billion of other purchase obligations, with $1.9 billion payable within the next 12 months.
In some cases, prices are subject to change throughout the production process. • Other Purchase Obligations — As of May 31, 2025, we had $3.1 billion of other purchase obligations, with $1.9 billion payable within the next 12 months. Other purchase obligations primarily include technology investments, construction, service and marketing commitments made in the ordinary course of business.
FISCAL 2024 COMPARED TO FISCAL 2023 Other (income) expense, net decreased from $280 million of other income, net in fiscal 2023 to $228 million in the current fiscal year, primarily due to a net unfavorable change in foreign currency conversion gains and losses, including hedges, as well as net favorable settlements of legal matters in the prior year.
FISCAL 2025 COMPARED TO FISCAL 2024 Other (income) expense, net decreased from $228 million of other income, net, to $76 million of other income, net, primarily due to a net unfavorable change in foreign currency conversion gains and losses, including hedges.
Conversely, if our long-term debt ratings were to improve, the facility fees and interest rates would decrease. Changes in our long-term debt ratings would not trigger acceleration of maturity of any then-outstanding borrowings or any future borrowings under the committed credit facilities. Under these facilities, we have agreed to various covenants.
Refer to Note 5 — Short-Term Borrowings and Credit Lines for additional information. Changes in our long-term debt ratings would not trigger acceleration of maturity of any then-outstanding borrowings or any future borrowings under the committed credit facilities. Under these facilities, we have agreed to various covenants.
Revenues: NIKE Brand Revenues by: Footwear $ 33,427 $ 33,135 1 % 1 % $ 29,143 14 % 20 % Apparel 13,775 13,843 0 % 0 % 13,567 2 % 8 % Equipment 2,075 1,727 20 % 20 % 1,624 6 % 13 % Global Brand Divisions (2) 45 58 -22 % -25 % 102 -43 % -43 % Total NIKE Brand Revenues $ 49,322 $ 48,763 1 % 1 % $ 44,436 10 % 16 % Converse 2,082 2,427 -14 % -15 % 2,346 3 % 8 % Corporate (3) (42) 27 — — (72) — — TOTAL NIKE, INC.
Revenues: NIKE Brand Revenues by: Footwear $ 29,510 $ 33,427 -12 % -11 % $ 33,135 1 % 1 % Apparel 12,965 13,775 -6 % -5 % 13,843 0 % 0 % Equipment 2,191 2,075 6 % 6 % 1,727 20 % 20 % Global Brand Divisions (2) 48 45 7 % 10 % 58 -22 % -25 % TOTAL NIKE BRAND REVENUES $ 44,714 $ 49,322 -9 % -9 % $ 48,763 1 % 1 % Converse 1,692 2,082 -19 % -18 % 2,427 -14 % -15 % Corporate (3) (97) (42) — — 27 — — TOTAL NIKE, INC.
Cash provided (used) by investing activities was an inflow of $894 million for fiscal 2024, compared to an inflow of $564 million for fiscal 2023, primarily driven by the net change in short-term investments (including sales, maturities and purchases).
Cash used by investing activities increased $1,169 million, from an inflow in fiscal 2024 to an outflow in fiscal 2025, primarily driven by the net change in short-term investments (including sales, maturities and purchases).
Unit sales of footwear increased 8%, while lower ASP per pair reduced footwear revenues by approximately 2 percentage points. Lower ASP per pair was primarily due to lower NIKE Direct ASP, partially offset by higher full-price ASP. • Apparel revenues increased 14% on a currency-neutral basis, primarily due to higher revenues in Men's and Women's.
Unit sales of footwear decreased 8%, while lower ASP per pair reduced footwear revenues by approximately 2 percentage points. Lower ASP per pair was primarily due to changes in channel mix and higher discounts, partially offset by strategic pricing actions and product mix. • Apparel revenues decreased 9% on a currency-neutral basis.
NEW ACCOUNTING PRONOUNCEMENTS Refer to Note 1 — Summary of Significant Accounting Policies within the accompanying Notes to the Consolidated Financial Statements for recently adopted and issued accounting standards. CRITICAL ACCOUNTING ESTIMATES Our previous discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with U.S.
RECENT ACCOUNTING PRONOUNCEMENTS Refer to Note 1 — Summary of Significant Accounting Policies within the accompanying Notes to the Consolidated Financial Statements for recently adopted and issued accounting pronouncements. CRITICAL ACCOUNTING ESTIMATES The preparation of our Consolidated Financial Statements in accordance with U.S.
The facility matures on March 11, 2027, with options to extend the maturity date up to an additional two years. Refer to Note 5 — Short-Term Borrowings and Credit Lines for additional information.
The facility matures on March 7, 2030, with options to extend the maturity date up to an additional two years. This facility replaces the prior $2 billion five-year credit facility agreement entered into on March 11, 2022, which would have matured on March 11, 2027. Refer to Note 5 — Short-Term Borrowings and Credit Lines for additional information.
We believe the assumptions and judgments involved in the accounting estimates described below have the greatest potential impact on our Consolidated Financial Statements, so we consider these to be our critical accounting estimates.
GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We believe the assumptions and judgments involved in the accounting estimates described below have the greatest potential impact on our Consolidated Financial Statements, so we consider these to be our critical accounting estimates.
Refer to Note 7 — Income Taxes in the accompanying Notes to the Consolidated Financial Statements for additional information.
For additional information on our segments, refer to Note 15 — Segment Information in the accompanying Notes to the Consolidated Financial Statements.
Reported EBIT increased 1% reflecting higher revenues and the following: • Gross margin contraction of approximately 80 basis points, primarily due to unfavorable changes in standard foreign currency exchange rates, partially offset by higher full-price ASP, net of discounts, and lower other costs.
Higher ASP per unit was primarily due to strategic pricing actions, partially offset by higher discounts. Reported EBIT decreased 31% reflecting lower revenues and the following: • Gross margin contraction of approximately 420 basis points, primarily due to unfavorable changes in standard foreign currency exchange rates and higher inventory obsolescence reserves, partially offset by higher ASP.
Unit sales of apparel decreased 6%, while higher ASP per unit contributed approximately 6 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to higher full-price ASP.
Unit sales of apparel decreased 3%, while higher ASP per unit contributed approximately 2 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to strategic pricing actions, partially offset by higher discounts.
Changes in our assessment may result in the recognition of a tax benefit or an 2024 FORM 10-K 49 Table of Contents additional charge to the tax provision in the period our assessment changes. We recognize interest and penalties related to income tax matters in Income tax expense.
Changes in our assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period our assessment changes. We recognize interest and penalties related to income tax matters in Income tax expense. Refer to Note 7 — Income Taxes in the accompanying Notes to the Consolidated Financial Statements for additional information.
Wholesale revenues increased 15%. NIKE Direct revenues increased 1%, driven by comparable store sales growth of 1% and the addition of new stores, partially offset by a decline in digital sales of 8%. • Footwear revenues increased 6% on a currency-neutral basis due to higher revenues in Men's, Women's, the Jordan Brand and Kids'.
Revenues decreased primarily due to lower revenues in the Jordan Brand and Men's. Wholesale revenues decreased 3%. NIKE Direct revenues decreased 3% due to a decline in digital sales of 9%, partially offset by an increase in store sales of 4%. Comparable store sales increased 1%. • Footwear revenues decreased 4% on a currency-neutral basis.
ROIC is considered a non-GAAP financial measure, see "Use of Non-GAAP Financial Measures" for additional information. For discussion related to the results of operations and changes in financial condition for fiscal 2023 compared to fiscal 2022 refer to Part II, Item 7.
For discussion related to the results of operations and changes in financial condition for fiscal 2024 compared to fiscal 2023 refer to Part II, Item 7.
See "Use of Non-GAAP Financial Measures" for additional information. 2024 FORM 10-K 38 Table of Contents NORTH AMERICA (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 14,537 $ 14,897 -2 % -2 % $ 12,228 22 % 22 % Apparel 5,953 5,947 0 % 0 % 5,492 8 % 9 % Equipment 906 764 19 % 19 % 633 21 % 21 % TOTAL REVENUES $ 21,396 $ 21,608 -1 % -1 % $ 18,353 18 % 18 % Revenues by: Sales to Wholesale Customers $ 11,004 $ 11,273 -2 % -2 % $ 9,621 17 % 18 % Sales through NIKE Direct 10,392 10,335 1 % 1 % 8,732 18 % 18 % TOTAL REVENUES $ 21,396 $ 21,608 -1 % -1 % $ 18,353 18 % 18 % EARNINGS BEFORE INTEREST AND TAXES $ 5,822 $ 5,454 7 % $ 5,114 7 % FISCAL 2024 COMPARED TO FISCAL 2023 • North America revenues decreased 1% on a currency-neutral basis, primarily due to lower revenues in Men's and Women's, partially offset by higher revenues in the Jordan Brand.
See "Use of Non-GAAP Financial Measures" for additional information. 2025 FORM 10-K 37 Table of Contents NORTH AMERICA (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 12,684 $ 14,537 -13 % -13 % $ 14,897 -2 % -2 % Apparel 5,837 5,953 -2 % -2 % 5,947 0 % 0 % Equipment 1,051 906 16 % 16 % 764 19 % 19 % TOTAL REVENUES $ 19,572 $ 21,396 -9 % -8 % $ 21,608 -1 % -1 % Revenues by: Sales to Wholesale Customers $ 10,484 $ 11,004 -5 % -5 % $ 11,273 -2 % -2 % Sales through NIKE Direct 9,088 10,392 -13 % -12 % 10,335 1 % 1 % TOTAL REVENUES $ 19,572 $ 21,396 -9 % -8 % $ 21,608 -1 % -1 % Cost of Sales 11,056 11,899 -7 % 12,497 -5 % Gross profit 8,516 9,497 -10 % 9,111 4 % Gross margin 43.5% 44.4% -90 bps 42.2% 220 bps Demand creation expense 1,633 1,495 9 % 1,455 3 % Operating overhead expense 2,150 2,189 -2 % 2,207 -1 % Total selling and administrative expense 3,783 3,684 3 % 3,662 1 % Other segment items (2) (9) — (5) — EARNINGS BEFORE INTEREST AND TAXES $ 4,735 $ 5,822 -19 % $ 5,454 7 % FISCAL 2025 COMPARED TO FISCAL 2024 • North America revenues decreased 8% on a currency-neutral basis primarily due to lower revenues in the Jordan Brand, Men's and Women's.
For more information related to our organizational realignment and related costs, refer to Note 19 — Restructuring within the accompanying Notes to the Consolidated Financial Statements. 2024 FORM 10-K 36 Table of Contents OTHER (INCOME) EXPENSE, NET (Dollars in millions) FISCAL 2024 FISCAL 2023 FISCAL 2022 Other (income) expense, net $ (228) $ (280) $ (181) Other (income) expense, net comprises 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, as well as unusual or non-operating transactions that are outside the normal course of business.
Changes in foreign currency exchange rates did not have a material impact on Operating overhead expense. 2025 FORM 10-K 35 Table of Contents OTHER (INCOME) EXPENSE, NET (Dollars in millions) FISCAL 2025 FISCAL 2024 FISCAL 2023 Other (income) expense, net $ (76) $ (228) $ (280) Other (income) expense, net comprises 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, as well as unusual or non-operating transactions that are outside the normal course of business.
CONVERSE (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 1,800 $ 2,155 -16 % -17 % $ 2,094 3 % 8 % Apparel 93 90 3 % 4 % 103 -13 % -7 % Equipment 37 28 32 % 34 % 26 8 % 16 % Other (1) 152 154 -1 % -2 % 123 25 % 25 % TOTAL REVENUES $ 2,082 $ 2,427 -14 % -15 % $ 2,346 3 % 8 % Revenues by: Sales to Wholesale Customers $ 1,098 $ 1,299 -15 % -16 % $ 1,292 1 % 7 % Sales through Direct to Consumer 832 974 -15 % -14 % 931 5 % 8 % Other (1) 152 154 -1 % -2 % 123 25 % 25 % TOTAL REVENUES $ 2,082 $ 2,427 -14 % -15 % $ 2,346 3 % 8 % EARNINGS BEFORE INTEREST AND TAXES $ 474 $ 676 -30 % $ 669 1 % (1) Other revenues consist of territories serviced by third-party licensees who pay royalties to Converse for the use of its registered trademarks and other intellectual property rights.
CONVERSE (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 1,457 $ 1,800 -19 % -19 % $ 2,155 -16 % -17 % Apparel 80 93 -14 % -14 % 90 3 % 4 % Equipment 32 37 -14 % -14 % 28 32 % 34 % Other 123 152 -19 % -20 % 154 -1 % -2 % TOTAL REVENUES $ 1,692 $ 2,082 -19 % -18 % $ 2,427 -14 % -15 % Revenues by: Sales to Wholesale Customers $ 875 $ 1,098 -20 % -20 % $ 1,299 -15 % -16 % Sales through Direct to Consumer 694 832 -17 % -17 % 974 -15 % -14 % Other (1) 123 152 -19 % -19 % 154 -1 % -2 % TOTAL REVENUES $ 1,692 $ 2,082 -19 % -18 % $ 2,427 -14 % -15 % Cost of sales 868 989 -12 % 1,121 -12 % Gross profit 824 1,093 -25 % 1,306 -16 % Gross margin 48.7% 52.5% -380 bps 53.8% -130 bps Demand Creation Expense 156 140 11 % 138 1 % Operating overhead expense 430 485 -11 % 499 -3 % Total selling and administrative expense 586 625 -6 % 637 -2 % Other segment items (2) (6) — (7) — EARNINGS BEFORE INTEREST AND TAXES $ 240 $ 474 -49 % $ 676 -30 % (1) Other revenues consist of territories serviced by third-party licensees who pay royalties to Converse for the use of its registered trademarks and other intellectual property rights.
Other purchase obligations primarily include technology investments, construction, service and marketing commitments, including marketing commitments associated with endorsement contracts, made in the ordinary course of business. The amounts represent the minimum payments required by legally binding contracts and agreements that specify all significant terms, and may include open purchase orders for non-product purchases.
The amounts represent the minimum payments required by legally binding contracts and agreements that specify all significant terms, and may include open purchase orders for non-product purchases.
Higher ASP per pair was primarily due to higher full-price ASP and a higher mix of NIKE Direct sales, partially offset by lower NIKE Direct ASP. • Apparel revenues decreased 6% on a currency-neutral basis, primarily due to lower revenues in Men's and Women's.
Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by product mix. • Apparel revenues decreased 2% on a currency-neutral basis. Unit sales of apparel decreased 1%, while lower ASP per unit reduced apparel revenues by approximately 1 percentage point.
OFF-BALANCE SHEET ARRANGEMENTS As of May 31, 2024, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our current and future financial condition, results of operations, liquidity, capital expenditures or capital resources.
Refer to Note 16 — Commitments and Contingencies in the accompanying Notes to the Consolidated Financial Statements for additional information related to our off-balance sheet arrangements, bank guarantees and letters of credit. 2025 FORM 10-K 47 Table of Contents OFF-BALANCE SHEET ARRANGEMENTS As of May 31, 2025, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on our current and future financial condition, results of operations, liquidity, capital expenditures or capital resources.
REVENUES $ 51,362 $ 51,217 0 % 1 % $ 46,710 10 % 16 % (1) The percent change excluding currency changes represents a non-GAAP financial measure. For additional information, see "Use of Non-GAAP Financial Measures".
REVENUES $ 46,309 $ 51,362 -10 % -9 % $ 51,217 0 % 1 % (1) The percent change excluding currency changes represents a non-GAAP financial measure. For additional information, see "Use of Non-GAAP Financial Measures". (2) Global Brand Divisions revenues include NIKE Brand licensing and other miscellaneous revenues that are not part of a geographic operating segment.
As a part of the transition tax related to the Tax Cuts and Jobs Act, as of May 31, 2024, we had $483 million in estimated future cash payments, with $215 million payable within the next 12 months.
As a part of the transition tax related to the Tax Cuts and Jobs Act, as of May 31, 2025, we had $268 million in estimated future cash payments payable within the next 12 months. These amounts represent the transition tax on deemed repatriation of undistributed earnings of foreign subsidiaries, which are reflected net of foreign tax credits we utilized.
Combined unit sales within the wholesale and direct to consumer channels decreased 12%, driven primarily by a decrease in wholesale, while ASP decreased 3%, primarily driven by increased promotional activity in direct to consumer. • Wholesale revenues decreased 16% on a currency-neutral basis, driven by declines in all geographies. • Direct to consumer revenues decreased 14% on a currency-neutral basis as declines in North America and Western Europe, driven by reduced traffic, were partially offset by growth in Asia.
Lower ASP per unit primarily reflects higher discounts in direct to consumer. • Wholesale revenues decreased 20% on a currency-neutral basis, as declines in Western Europe and Asia were partially offset by growth in North America. • Direct to consumer revenues decreased 17% on a currency-neutral basis due to reduced traffic in all territories and lower ASP due to higher discounts.
FISCAL 2024 COMPARED TO FISCAL 2023 Corporate's loss before interest and taxes decreased $221 million during fiscal 2024, primarily due to the following: • a favorable change in net foreign currency gains and losses of $588 million related to the difference between actual foreign currency exchange rates and standard foreign currency exchange rates assigned to the NIKE Brand geographic operating segments and Converse, net of hedge gains and losses; these results are reported as a component of consolidated Gross profit; • a favorable change of $80 million primarily related to lower wage-related expenses, partially offset by higher professional services, reported as a component of consolidated Operating overhead expense; • a favorable change of $27 million primarily related to the loss recognized in the prior year upon completion of the sale of our entities in Argentina and Uruguay to a third-party distributor, partially offset by the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments, as well as net favorable settlements of legal matters in the prior year, reported as a component of consolidated Other (income) expense, net; and • an unfavorable change of $443 million related to restructuring charges, $379 million reported as a component of consolidated Operating overhead expense and $64 million reported as a component of consolidated Cost of sales.
FISCAL 2025 COMPARED TO FISCAL 2024 Corporate's loss before interest and taxes decreased $417 million, primarily due to the following: • a favorable change of $443 million related to restructuring charges in the prior year, $379 million reported as a component of consolidated Operating overhead expense and $64 million reported as a component of consolidated Gross profit; • a favorable change of $205 million primarily related to lower wage-related expenses and lower other administrative costs, reported as a component of consolidated Operating overhead expense; • an unfavorable change of $92 million related to the remeasurement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments, reported as a component of consolidated Other (income) expense, net; and • an unfavorable change in net foreign currency gains and losses of $88 million related to the difference between actual foreign currency exchange rates and standard foreign currency exchange rates assigned to the NIKE Brand geographic operating segments and Converse, net of hedge gains and losses; these results are reported as a component of consolidated Gross profit. 2025 FORM 10-K 43 Table of Contents FOREIGN CURRENCY EXPOSURES AND HEDGING PRACTICES OVERVIEW As a global company with significant operations outside the United States, in the normal course of business we are exposed to risk arising from changes in currency exchange rates.
Operating overhead expense decreased primarily due to lower wage-related expenses, partially offset by higher other administrative costs. 2024 FORM 10-K 39 Table of Contents EUROPE, MIDDLE EAST & AFRICA (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 8,473 $ 8,260 3 % 1 % $ 7,388 12 % 25 % Apparel 4,380 4,566 -4 % -6 % 4,527 1 % 14 % Equipment 754 592 27 % 24 % 564 5 % 18 % TOTAL REVENUES $ 13,607 $ 13,418 1 % 0 % $ 12,479 8 % 21 % Revenues by: Sales to Wholesale Customers $ 8,562 $ 8,522 0 % 0 % $ 8,377 2 % 15 % Sales through NIKE Direct 5,045 4,896 3 % 0 % 4,102 19 % 33 % TOTAL REVENUES $ 13,607 $ 13,418 1 % 0 % $ 12,479 8 % 21 % EARNINGS BEFORE INTEREST AND TAXES $ 3,388 $ 3,531 -4 % $ 3,293 7 % FISCAL 2024 COMPARED TO FISCAL 2023 • EMEA revenues were flat on a currency-neutral basis, primarily due to lower revenues in Women's and Kids', offset by higher revenues in Men's.
Lower ASP primarily reflects higher discounts and changes in channel mix. • Demand creation expense increased 9% primarily due to higher brand marketing expense, reflecting investment in key sports events. • Operating overhead expense decreased 2% due to lower wage-related expenses and lower other administrative costs. 2025 FORM 10-K 38 Table of Contents EUROPE, MIDDLE EAST & AFRICA (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 7,569 $ 8,473 -11 % -10 % $ 8,260 3 % 1 % Apparel 3,971 4,380 -9 % -9 % 4,566 -4 % -6 % Equipment 717 754 -5 % -5 % 592 27 % 24 % TOTAL REVENUES $ 12,257 $ 13,607 -10 % -10 % $ 13,418 1 % 0 % Revenues by: Sales to Wholesale Customers $ 8,022 $ 8,562 -6 % -6 % $ 8,522 0 % 0 % Sales through NIKE Direct 4,235 5,045 -16 % -16 % 4,896 3 % 0 % TOTAL REVENUES $ 12,257 $ 13,607 -10 % -10 % $ 13,418 1 % 0 % Cost of Sales 6,967 7,589 -8 % 7,340 3 % Gross profit 5,290 6,018 -12 % 6,078 -1 % Gross margin 43.2% 44.2% -100 bps 45.3% -110 bps Demand creation expense 1,222 1,114 10 % 1,050 6 % Operating overhead expense 1,479 1,517 -3 % 1,500 1 % Total selling and administrative expense 2,701 2,631 3 % 2,550 3 % Other segment items 14 (1) — (3) — EARNINGS BEFORE INTEREST AND TAXES $ 2,575 $ 3,388 -24 % $ 3,531 -4 % FISCAL 2025 COMPARED TO FISCAL 2024 • EMEA revenues decreased 10% on a currency-neutral basis due to lower revenues in Men's, the Jordan Brand, Kids' and Women's.
TOTAL SELLING AND ADMINISTRATIVE EXPENSE (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE FISCAL 2022 % CHANGE Demand creation expense (1) $ 4,285 $ 4,060 6 % $ 3,850 5 % Operating overhead expense 12,291 12,317 0 % 10,954 12 % Total selling and administrative expense $ 16,576 $ 16,377 1 % $ 14,804 11 % % of revenues 32.3 % 32.0 % 30 bps 31.7 % 30 bps (1) Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary product, television, digital and print advertising and media costs, brand events and retail brand presentation.
TOTAL SELLING AND ADMINISTRATIVE EXPENSE (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE FISCAL 2023 % CHANGE Demand creation expense (1) $ 4,689 $ 4,285 9 % $ 4,060 6 % Operating overhead expense (2) 11,399 12,291 -7 % 12,317 0 % Total selling and administrative expense $ 16,088 $ 16,576 -3 % $ 16,377 1 % % of revenues 34.7 % 32.3 % 240 bps 32.0 % 30 bps (1) Demand creation expense consists of brand marketing expense and sports marketing expense.
Lower operating overhead expense was primarily due to lower wage-related expenses, technology spend and other administrative costs. The increase in demand creation expense was primarily due to higher advertising and marketing expense as well as digital marketing.
Lower Operating overhead expense was primarily due to lower wage-related expenses. Higher Demand creation expense was primarily due to higher brand marketing expense and higher sports marketing expense.
Unit sales of apparel decreased 9%, while higher ASP per unit contributed approximately 7 percentage points of apparel revenue growth. Higher ASP per unit was primarily due to higher full-price ASP, off-price ASP and a higher mix of NIKE Direct sales, partially offset by lower NIKE Direct ASP.
Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by strategic pricing actions. • Apparel revenues decreased 12% on a currency-neutral basis. Unit sales of apparel decreased 17%, while higher ASP per unit contributed approximately 5 percentage points of apparel revenue growth.
Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of our Consolidated Financial Statements.
For a description of our significant accounting policies and methods used in the preparation of our Consolidated Financial Statements, refer to Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements. SALES-RELATED RESERVES Provisions for anticipated sales returns consist of both contractual return rights and discretionary authorized returns.
Refer to Note 14 — Revenues in the accompanying Notes to the Consolidated Financial Statements for additional information. INVENTORY RESERVES We make ongoing estimates relating to the net realizable value of inventories based upon our assumptions about future demand and market conditions.
INVENTORY RESERVES We make ongoing estimates relating to the net realizable value of inventories based upon our assumptions about future demand, market conditions, existing inventory levels, sales trends and historical experience with similar products.
Higher ASP per pair was primarily due to higher full-price ASP, off-price ASP and a higher mix of NIKE Direct sales, partially offset by lower NIKE Direct ASP. • Apparel revenues decreased 2% on a currency-neutral basis, primarily due to lower revenues in Men's and Women's, partially offset by higher revenues in the Jordan Brand.
Unit sales of footwear decreased 8%, while lower average selling price ("ASP") per pair reduced footwear revenues by approximately 3 percentage points. Lower ASP per pair was primarily due to higher discounts and changes in channel mix, partially offset by strategic pricing actions. • NIKE Brand apparel revenues decreased 5% on a currency-neutral basis.
Wholesale revenues were flat. NIKE Direct revenues were flat as a decline in digital sales of 5% was offset by comparable store sales growth of 7% and the addition of new stores. • Footwear revenues increased 1% on a currency-neutral basis, primarily due to higher revenues in Men's, partially offset by lower revenues in Kids'.
Wholesale revenues decreased 6%. NIKE Direct revenues decreased 16% due to a decline in digital sales of 30%, partially offset by an increase in store sales of 5%. Comparable store sales increased 5%. • Footwear revenues decreased 10% on a currency-neutral basis.
Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported. SALES-RELATED RESERVES Provisions for anticipated sales returns consist of both contractual return rights and discretionary authorized returns.
Within the context of these critical accounting estimates, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported. During fiscal 2025, we have not made any material changes to the accounting methodologies used to develop the estimates discussed below.
Operating overhead expense increased primarily due to unfavorable changes in foreign currency exchange rates. 2024 FORM 10-K 40 Table of Contents GREATER CHINA (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 5,552 $ 5,435 2 % 6 % $ 5,416 0 % 8 % Apparel 1,828 1,666 10 % 14 % 1,938 -14 % -7 % Equipment 165 147 12 % 17 % 193 -24 % -18 % TOTAL REVENUES $ 7,545 $ 7,248 4 % 8 % $ 7,547 -4 % 4 % Revenues by: Sales to Wholesale Customers $ 4,262 $ 3,866 10 % 15 % $ 4,081 -5 % 2 % Sales through NIKE Direct 3,283 3,382 -3 % 1 % 3,466 -2 % 5 % TOTAL REVENUES $ 7,545 $ 7,248 4 % 8 % $ 7,547 -4 % 4 % EARNINGS BEFORE INTEREST AND TAXES $ 2,309 $ 2,283 1 % $ 2,365 -3 % FISCAL 2024 COMPARED TO FISCAL 2023 • Greater China revenues increased 8% on a currency-neutral basis due to higher revenues in Men's, Women's, the Jordan Brand and Kids'.
Lower ASP primarily reflects changes in channel mix and higher discounts, partially offset by strategic pricing actions. • Demand creation expense increased 10% primarily due to higher brand marketing expense, reflecting investment in key sports events, and higher sports marketing expense. • Operating overhead expense decreased 3% primarily due to lower wage-related expenses. 2025 FORM 10-K 39 Table of Contents GREATER CHINA (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues by: Footwear $ 4,805 $ 5,552 -13 % -13 % $ 5,435 2 % 6 % Apparel 1,616 1,828 -12 % -12 % 1,666 10 % 14 % Equipment 165 165 0 % 1 % 147 12 % 17 % TOTAL REVENUES $ 6,586 $ 7,545 -13 % -12 % $ 7,248 4 % 8 % Revenues by: Sales to Wholesale Customers $ 3,699 $ 4,262 -13 % -13 % $ 3,866 10 % 15 % Sales through NIKE Direct 2,887 3,283 -12 % -12 % 3,382 -3 % 1 % TOTAL REVENUES $ 6,586 $ 7,545 -13 % -12 % $ 7,248 4 % 8 % Cost of Sales 3,558 3,761 -5 % 3,552 6 % Gross profit 3,028 3,784 -20 % 3,696 2 % Gross margin 46.0% 50.2% -420 bps 51.0% -80 bps Demand creation expense 529 519 2 % 499 4 % Operating overhead expense 973 1,019 -5 % 1,012 1 % Total selling and administrative expense 1,502 1,538 -2 % 1,511 2 % Other segment items (76) (63) — (98) — EARNINGS BEFORE INTEREST AND TAXES $ 1,602 $ 2,309 -31 % $ 2,283 1 % FISCAL 2025 COMPARED TO FISCAL 2024 • Greater China revenues decreased 12% on a currency-neutral basis due to lower revenues in Men's, the Jordan Brand, Women's and Kids'.
Comparable store sales for fiscal 2024 were flat. • Footwear revenues decreased 2% on a currency-neutral basis due to lower revenues in Men's, Kids' and Women's, partially offset by higher revenues in the Jordan Brand. Unit sales of footwear decreased 7%, while higher ASP per pair contributed approximately 5 percentage points of footwear revenue growth.
Wholesale revenues decreased 13%. NIKE Direct revenues decreased 12% due to declines in digital sales of 22% and store sales of 6%. Comparable store sales decreased 7%. • Footwear revenues decreased 13% on a currency-neutral basis. Unit sales of footwear decreased 11%, while lower ASP per pair reduced footwear revenues by approximately 2 percentage points.
Operating overhead expense increased primarily due to higher other administrative costs. 2024 FORM 10-K 42 Table of Contents GLOBAL BRAND DIVISIONS (Dollars in millions) FISCAL 2024 FISCAL 2023 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES FISCAL 2022 % CHANGE % CHANGE EXCLUDING CURRENCY CHANGES Revenues $ 45 $ 58 -22 % -25 % $ 102 -43 % -43 % Earnings (Loss) Before Interest and Taxes $ (4,720) $ (4,841) 2 % $ (4,262) -14 % 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.
Lower ASP reflects product mix, higher discounts and changes in channel mix, partially offset by strategic pricing actions. • Demand creation expense increased 3%, due to higher brand marketing expense and higher sports marketing expense, partially offset by favorable changes in foreign currency exchange rates. • Operating overhead expense was flat due to higher wage-related expenses and higher other administrative costs, offset by favorable changes in foreign currency exchange rates. 2025 FORM 10-K 41 Table of Contents GLOBAL BRAND DIVISIONS (Dollars in millions) FISCAL 2025 FISCAL 2024 % CHANGE FISCAL 2023 % CHANGE Revenues $ 48 $ 45 7 % $ 58 -22 % Cost of Sales 634 602 5 % 516 17 % Gross profit (586) (557) -5 % (458) -22 % Demand creation expense 716 596 20 % 511 17 % Operating overhead expense 3,401 3,534 -4 % 3,881 -9 % Total selling and administrative expense 4,117 4,130 0 % 4,392 -6 % Other segment items (4) 33 — (9) — EARNINGS (LOSS) BEFORE INTEREST AND TAXES $ (4,699) $ (4,720) 0 % $ (4,841) 2 % 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−0 removed14 unchanged
Biggest changeThe instruments not included in the VaR are intercompany loans denominated in non-functional currencies, fixed interest rate U.S. Dollar denominated debt, and interest rate swaps. Intercompany loans and related interest amounts are eliminated in 2024 FORM 10-K 51 Table of Contents consolidation.
Biggest changeThe average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was $200 million and $180 million during fiscal 2025 and fiscal 2024, respectively. 2025 FORM 10-K 50 Table of Contents The instruments not included in the VaR are intercompany loans denominated in non-functional currencies, fixed interest rate U.S.
Dollar, British Pound/Euro, Chinese Yuan/U.S. Dollar, and Japanese Yen/U.S. Dollar currency pairs. Refer to Note 12 — Risk Management and Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional information. Our earnings are also exposed to movements in short- and long-term market interest rates.
Dollar, Chinese Yuan/U.S. Dollar, British Pound/Euro, and Japanese Yen/U.S. Dollar currency pairs. Refer to Note 12 — Risk Management and Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional information. Our earnings are also exposed to movements in short- and long-term market interest rates.
Typically, the Company may enter into hedge contracts starting 12 to 24 months in advance of the forecasted transaction and may place incremental hedges up to 100% of the exposure by the time the forecasted transaction occurs. The majority of derivatives outstanding as of May 31, 2024, are designated as foreign currency cash flow hedges, primarily for Euro/U.S.
Typically, the Company may enter into hedge contracts starting 12 to 24 months in advance of the forecasted transaction and may place incremental hedges up to 100% of the exposure by the time the forecasted transaction occurs. The majority of derivatives outstanding as of May 31, 2025, are designated as foreign currency cash flow hedges, primarily for Euro/U.S.
EXPECTED MATURITY DATE YEAR ENDING MAY 31, (Dollars in millions) 2025 2026 2027 2028 2029 THEREAFTER TOTAL FAIR VALUE Interest Rate Risk Long-term U.S.
EXPECTED MATURITY DATE YEAR ENDING MAY 31, (Dollars in millions) 2026 2027 2028 2029 2030 THEREAFTER TOTAL FAIR VALUE Interest Rate Risk Long-term U.S.
The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was $57 million and $111 million as of May 31, 2024 and 2023, respectively. The VaR decreased year-over-year as a result of a decrease in foreign currency volatilities as of May 31, 2024.
The estimated maximum one-day loss in fair value on our foreign currency sensitive derivative financial instruments, derived using the VaR model, was $107 million and $57 million as of May 31, 2025 and 2024, respectively. The VaR increased year-over-year as a result of an increase in foreign currency volatilities as well as increased trade volumes as of May 31, 2025.
Details of third-party debt and interest rate swaps are provided in the table below. The table presents principal cash flows and related weighted average interest rates by expected maturity dates. The weighted average variable interest rates for the fixed rate swapped to variable rate swaps reflect the effective interest rates at May 31, 2024.
The table presents principal cash flows and related weighted average interest rates by expected maturity dates. The weighted average variable interest rates for the fixed rate swapped to variable rate swaps reflect the effective interest rates at May 31, 2025.
Dollar debt — Fixed rate Principal payments $ 1,000 $ — $ 2,000 $ — $ — $ 6,000 $ 9,000 $ 7,631 Average interest rate 2.4 % 0.0 % 2.6 % 0.0 % 0.0 % 3.3 % 3.1 % Interest Rate Swaps — Fixed rate swapped to variable rate Notional amount $ — $ — $ — $ — $ — $ 1,800 $ 1,800 $ (31) Average fixed interest rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 3.5 % 3.5 % Average variable interest rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 3.7 % 3.7 % 2024 FORM 10-K 52 Table of Contents
Dollar debt — Fixed rate Principal payments $ — $ 2,000 $ — $ — $ 1,500 $ 4,500 $ 8,000 $ 6,673 Average interest rate 0.0 % 2.6 % 0.0 % 0.0 % 2.9 % 3.5 % 3.1 % Interest Rate Swaps — Fixed rate swapped to variable rate Notional amount $ — $ — $ — $ — $ — $ 2,400 $ 2,400 $ 21 Average fixed interest rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 3.6 % 3.6 % Average variable interest rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 3.8 % 3.8 % 2025 FORM 10-K 51 Table of Contents
Furthermore, our non-functional currency intercompany loans are substantially hedged against foreign exchange risk through the use of forward contracts, which are included in the VaR calculation above. Therefore, we consider the interest rate and foreign currency market risks associated with our non-functional currency intercompany loans to be immaterial to our consolidated financial position, results of operations and cash flows.
Therefore, we consider the interest rate and foreign currency market risks associated with our non-functional currency intercompany loans to be immaterial to our consolidated financial position, results of operations and cash flows. Details of third-party debt and interest rate swaps are provided in the table below.
Such a hypothetical loss in the fair value of our derivatives would be offset by increases in the value of the underlying transactions being hedged. The average monthly change in the fair values of foreign currency forward and foreign currency option derivative instruments was $180 million and $289 million during fiscal 2024 and fiscal 2023, respectively.
Such a hypothetical loss in the fair value of our derivatives would be offset by increases in the value of the underlying transactions being hedged.
Added
Dollar denominated debt, and interest rate swaps. Intercompany loans and related interest amounts are eliminated in consolidation. Furthermore, our non-functional currency intercompany loans are substantially hedged against foreign exchange risk through the use of forward contracts, which are included in the VaR calculation above.

Other NKE 10-K year-over-year comparisons