OREGON
|
93-0584541
|
(State or other jurisdiction of incorporation)
|
(IRS Employer Identification No.)
|
One Bowerman Drive, Beaverton, Oregon
|
97005-6453
|
(Address of principal executive offices)
|
(Zip Code)
|
(503) 671-6453
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
|
|
Class B Common Stock
|
New York Stock Exchange
|
(Title of Each Class)
|
(Name of Each Exchange on Which Registered)
|
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
|
||
NONE
|
Indicate by check mark
|
YES
|
NO
|
||||
•
|
|
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
þ
|
¨
|
||
•
|
|
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
¨
|
þ
|
||
•
|
|
whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
þ
|
¨
|
||
•
|
|
whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
þ
|
¨
|
||
•
|
|
if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
¨
|
þ
|
||
•
|
|
whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
||||
|
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated file
¨
|
Smaller Reporting Company
¨
|
|
•
|
|
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
|
¨
|
þ
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Page
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|
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
|
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ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
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ITEM 5.
|
||
ITEM 6.
|
||
ITEM 7.
|
||
ITEM 7A.
|
||
ITEM 8.
|
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ITEM 9.
|
||
ITEM 9A.
|
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ITEM 9B.
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(Except for the information set forth under “Executive Officers of the Registrant” in Item 1 above, Part III is incorporated by reference from the Proxy Statement for the NIKE, Inc. 2014 Annual Meeting of Shareholders.)
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ITEM 10.
|
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ITEM 11.
|
||
ITEM 12.
|
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ITEM 13.
|
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ITEM 14.
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ITEM 15.
|
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General
|
Products
|
Sales and Marketing
|
United States Market
|
U.S. Retail Stores
|
Number
|
|
NIKE Brand factory stores
|
176
|
|
NIKE Brand in-line stores, including NIKETOWNs and employee-only stores
|
33
|
|
Converse stores (including factory stores)
|
84
|
|
Hurley stores (including factory and employee stores)
|
29
|
|
TOTAL
|
322
|
|
International Markets
|
Non-U.S. Retail Stores
|
Number
|
|
NIKE Brand factory stores
|
459
|
|
NIKE Brand in-line stores, including NIKETOWNs and employee-only stores
|
71
|
|
Converse stores (including factory stores)
|
6
|
|
TOTAL
|
536
|
|
Significant Customer
|
Orders
|
Product Research, Design and Development
|
Manufacturing
|
International Operations and Trade
|
Competition
|
•
|
product quality; performance and reliability; new product innovation and development; and consumer price/value;
|
•
|
consumer connection and affinity for brands and products, developed through marketing and promotion; customer support and service; identification with prominent and influential athletes, coaches, teams, colleges, and sports leagues who endorse our brands and use our products; and active engagement through sponsored sporting events and clinics; and
|
•
|
effective distribution of products, with attractive merchandising and presentation at retail, both in store and online.
|
Trademarks and Patents
|
Employees
|
Executive Officers of the Registrant
|
•
|
Slower consumer spending may result in reduced demand for our products, reduced orders from retailers for our products, order cancellations, lower revenues, higher discounts, increased inventories, 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 increase our exposure to fluctuations in foreign currency exchange rates relative to the U.S. Dollar. Continued volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies could have a significant impact on our reported financial results and condition.
|
•
|
Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain (such as cotton or petroleum derivatives) could have a material adverse effect on our costs, gross margins, and profitability.
|
•
|
If retailers of our products experience declining revenues, or experience difficulty obtaining financing in the capital and credit markets 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.
|
•
|
If retailers of our products experience severe financial difficulty, some may become insolvent and cease business operations, 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 in the capital and credit markets 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.
|
Fiscal 2014 (June 1, 2013 — May 31, 2014)
|
|
High
|
|
Low
|
|
Dividends
Declared
|
|
|||||
First quarter
|
|
$
|
66.85
|
|
|
$
|
59.11
|
|
|
$
|
0.21
|
|
Second quarter
|
|
79.87
|
|
|
63.50
|
|
|
0.24
|
|
|||
Third quarter
|
|
80.26
|
|
|
69.85
|
|
|
0.24
|
|
|||
Fourth quarter
|
|
80.09
|
|
|
70.60
|
|
|
0.24
|
|
|||
Fiscal 2013 (June 1, 2012 — May 31, 2013)
|
|
High
|
|
Low
|
|
Dividends
Declared
|
|
|||||
First quarter
|
|
$
|
54.32
|
|
|
$
|
43.89
|
|
|
$
|
0.18
|
|
Second quarter
|
|
50.42
|
|
|
45.30
|
|
|
0.21
|
|
|||
Third quarter
|
|
55.55
|
|
|
48.46
|
|
|
0.21
|
|
|||
Fourth quarter
|
|
65.91
|
|
|
53.49
|
|
|
0.21
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Number (or Approximate Dollar Value)
of Shares that May Yet
Be Purchased Under the
Plans or Programs
(In millions)
|
||||||
March 1 — March 31, 2014
|
|
2,775,000
|
|
|
$
|
77.68
|
|
|
2,775,000
|
|
|
$
|
5,280
|
|
April 1 — April 30, 2014
|
|
4,797,224
|
|
|
$
|
73.16
|
|
|
4,797,224
|
|
|
$
|
4,929
|
|
May 1 — May 31, 2014
|
|
4,709,740
|
|
|
$
|
73.40
|
|
|
4,709,740
|
|
|
$
|
4,583
|
|
|
|
12,281,964
|
|
|
$
|
74.27
|
|
|
12,281,964
|
|
|
|
Performance Graph
|
(Dollars in millions, except per share data and financial ratios)
|
Financial History
|
||||||||||||||||||
2014
|
|
2013
(1)
|
|
2012
(1)
|
|
2011
(1)
|
|
2010
(1)
|
|||||||||||
Year Ended May 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
27,799
|
|
|
$
|
25,313
|
|
|
$
|
23,331
|
|
|
$
|
20,117
|
|
|
$
|
18,324
|
|
Gross profit
|
12,446
|
|
|
11,034
|
|
|
10,148
|
|
|
9,202
|
|
|
8,498
|
|
|||||
Gross margin %
|
44.8
|
%
|
|
43.6
|
%
|
|
43.5
|
%
|
|
45.7
|
%
|
|
46.4
|
%
|
|||||
Net income from continuing operations
|
2,693
|
|
|
2,451
|
|
|
2,257
|
|
|
2,163
|
|
|
1,916
|
|
|||||
Net income (loss) from discontinued operations
|
—
|
|
|
21
|
|
|
(46
|
)
|
|
(39
|
)
|
|
(16
|
)
|
|||||
Net income
|
2,693
|
|
|
2,472
|
|
|
2,211
|
|
|
2,124
|
|
|
1,900
|
|
|||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
3.05
|
|
|
2.74
|
|
|
2.45
|
|
|
2.27
|
|
|
1.98
|
|
|||||
Diluted earnings per common share
|
2.97
|
|
|
2.68
|
|
|
2.40
|
|
|
2.23
|
|
|
1.94
|
|
|||||
Earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
—
|
|
|
0.02
|
|
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|||||
Diluted earnings per common share
|
—
|
|
|
0.02
|
|
|
(0.05
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|||||
Weighted average common shares outstanding
|
883.4
|
|
|
897.3
|
|
|
920.0
|
|
|
951.1
|
|
|
971.0
|
|
|||||
Diluted weighted average common shares outstanding
|
905.8
|
|
|
916.4
|
|
|
939.6
|
|
|
971.3
|
|
|
987.8
|
|
|||||
Cash dividends declared per common share
|
0.93
|
|
|
0.81
|
|
|
0.70
|
|
|
0.60
|
|
|
0.53
|
|
|||||
Cash flow from operations, inclusive of discontinued operations
|
3,003
|
|
|
2,968
|
|
|
1,824
|
|
|
1,796
|
|
|
3,167
|
|
|||||
Price range of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
80.26
|
|
|
65.91
|
|
|
57.20
|
|
|
46.15
|
|
|
39.28
|
|
|||||
Low
|
59.11
|
|
|
43.89
|
|
|
39.29
|
|
|
33.61
|
|
|
25.08
|
|
|||||
At May 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and equivalents
|
$
|
2,220
|
|
|
$
|
3,337
|
|
|
$
|
2,254
|
|
|
$
|
1,877
|
|
|
$
|
3,026
|
|
Short-term investments
|
2,922
|
|
|
2,628
|
|
|
1,503
|
|
|
2,661
|
|
|
2,120
|
|
|||||
Inventories
|
3,947
|
|
|
3,484
|
|
|
3,251
|
|
|
2,630
|
|
|
1,953
|
|
|||||
Working capital, excluding assets and liabilities of discontinued operations
(2)(3)
|
8,669
|
|
|
9,686
|
|
|
7,531
|
|
|
7,275
|
|
|
7,518
|
|
|||||
Total assets, excluding assets of discontinued operations
(2)
|
18,594
|
|
|
17,545
|
|
|
14,804
|
|
|
14,398
|
|
|
13,852
|
|
|||||
Long-term debt
|
1,199
|
|
|
1,210
|
|
|
228
|
|
|
276
|
|
|
446
|
|
|||||
Capital lease obligations
|
74
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Redeemable preferred stock
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Shareholders’ equity
|
10,824
|
|
|
11,081
|
|
|
10,319
|
|
|
9,793
|
|
|
9,713
|
|
|||||
Year-end stock price
|
76.91
|
|
|
61.66
|
|
|
54.09
|
|
|
42.23
|
|
|
36.19
|
|
|||||
Market capitalization
|
66,921
|
|
|
55,124
|
|
|
49,546
|
|
|
39,523
|
|
|
35,032
|
|
|||||
Financial Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on equity
|
24.6
|
%
|
|
23.1
|
%
|
|
22.0
|
%
|
|
21.8
|
%
|
|
20.7
|
%
|
|||||
Return on assets
|
14.9
|
%
|
|
15.3
|
%
|
|
15.1
|
%
|
|
15.0
|
%
|
|
14.3
|
%
|
|||||
Inventory turns
|
4.1
|
|
|
4.2
|
|
|
4.5
|
|
|
4.8
|
|
|
4.7
|
|
|||||
Current ratio at May 31
|
2.7
|
|
|
3.5
|
|
|
3.0
|
|
|
2.9
|
|
|
3.3
|
|
|||||
Price/Earnings ratio at May 31
|
25.9
|
|
|
22.8
|
|
|
23.0
|
|
|
19.3
|
|
|
18.8
|
|
(1)
|
Prior year amounts have been revised to correct immaterial misstatements, as described in Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements. Shareholders' equity for fiscal year 2010 includes a decrease to beginning Retained earnings of
$34 million
for the cumulative effect of the revision to correctly expense internally developed patent and trademark costs as incurred.
|
(2)
|
Assets of discontinued operations were $0 million, $0 million, $615 million, $560 million, and $530 million for the years ended
May 31, 2014
,
2013
,
2012
,
2011
, and
2010
, respectively.
|
(3)
|
Liabilities of discontinued operations were $0 million, $18 million, $170 million, $184 million, and $182 million for the years ended
May 31, 2014
,
2013
,
2012
,
2011
, and
2010
, respectively.
|
Selected Quarterly Financial Data
|
(Unaudited)
(Dollars in millions, except per share data)
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||||||||||||||||||
2014
(1)
|
|
2013
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|
2014
(1)
|
|
2013
(1)
|
|
2014
|
|
2013
(1)
|
||||||||||||||||||
Revenues
|
|
$
|
6,971
|
|
|
$
|
6,474
|
|
|
$
|
6,431
|
|
|
$
|
5,955
|
|
|
$
|
6,972
|
|
|
$
|
6,187
|
|
|
$
|
7,425
|
|
|
$
|
6,697
|
|
Gross profit
|
|
3,132
|
|
|
2,828
|
|
|
2,826
|
|
|
2,530
|
|
|
3,103
|
|
|
2,736
|
|
|
3,385
|
|
|
2,940
|
|
||||||||
Gross margin %
|
|
44.9
|
%
|
|
43.7
|
%
|
|
43.9
|
%
|
|
42.5
|
%
|
|
44.5
|
%
|
|
44.2
|
%
|
|
45.6
|
%
|
|
43.9
|
%
|
||||||||
Net income from continuing operations
|
|
779
|
|
|
582
|
|
|
534
|
|
|
519
|
|
|
682
|
|
|
660
|
|
|
698
|
|
|
690
|
|
||||||||
Net income (loss) from discontinued operations
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
204
|
|
|
—
|
|
|
(28
|
)
|
||||||||
Net income
|
|
779
|
|
|
564
|
|
|
534
|
|
|
382
|
|
|
682
|
|
|
864
|
|
|
698
|
|
|
662
|
|
||||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
|
0.88
|
|
|
0.64
|
|
|
0.60
|
|
|
0.58
|
|
|
0.77
|
|
|
0.74
|
|
|
0.80
|
|
|
0.77
|
|
||||||||
Diluted earnings per common share
|
|
0.86
|
|
|
0.63
|
|
|
0.59
|
|
|
0.57
|
|
|
0.75
|
|
|
0.72
|
|
|
0.78
|
|
|
0.76
|
|
||||||||
Earnings per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per common share
|
|
—
|
|
|
(0.03
|
)
|
|
—
|
|
|
(0.15
|
)
|
|
—
|
|
|
0.23
|
|
|
—
|
|
|
(0.03
|
)
|
||||||||
Diluted earnings per common share
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
(0.15
|
)
|
|
—
|
|
|
0.22
|
|
|
—
|
|
|
(0.03
|
)
|
||||||||
Weighted average common shares outstanding
|
|
889.4
|
|
|
905.6
|
|
|
888.0
|
|
|
897.0
|
|
|
882.3
|
|
|
893.9
|
|
|
873.7
|
|
|
892.6
|
|
||||||||
Diluted weighted average common shares outstanding
|
|
910.7
|
|
|
922.8
|
|
|
910.6
|
|
|
913.1
|
|
|
904.8
|
|
|
911.7
|
|
|
895.2
|
|
|
913.4
|
|
||||||||
Cash dividends declared per common share
|
|
0.21
|
|
|
0.18
|
|
|
0.24
|
|
|
0.21
|
|
|
0.24
|
|
|
0.21
|
|
|
0.24
|
|
|
0.21
|
|
||||||||
Price range of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
|
66.85
|
|
|
54.32
|
|
|
79.87
|
|
|
50.42
|
|
|
80.26
|
|
|
55.55
|
|
|
80.09
|
|
|
65.91
|
|
||||||||
Low
|
|
59.11
|
|
|
43.89
|
|
|
63.50
|
|
|
45.30
|
|
|
69.85
|
|
|
48.46
|
|
|
70.60
|
|
|
53.49
|
|
(1)
|
Amounts presented have been revised from what was previously filed to correctly expense internally developed patent and trademark costs as incurred. As a result of this revision, Net income as previously presented for the three months ended August 31, 2013, November 30, 2013 and February 28, 2014 decreased by
$1 million
,
$3 million
and
$3 million
, respectively. Net income as previously presented for the three months ended August 31, 2012, November 30, 2012, February 28, 2013 and May 31, 2013 decreased by
$3 million
,
$2 million
,
$2 million
and
$6 million
, respectively. The Company plans to reflect the revised amounts in its quarterly Condensed Consolidated Financial Statements for fiscal 2014 in future filings containing such information. Refer to Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.
|
•
|
Expanding gross margin by:
|
•
|
Improving selling and administrative expense productivity by focusing on investments that drive economic returns in the form of incremental revenue and gross profit, and leveraging existing infrastructure across our portfolio of businesses to eliminate duplicative costs;
|
•
|
Improving working capital efficiency; and
|
•
|
Deploying capital effectively.
|
•
|
High single-digit revenue growth,
|
•
|
Mid-teens earnings per share growth,
|
•
|
Consistent return on invested capital and accelerated cash flows, and
|
•
|
Steady results through effective management of our diversified portfolio of businesses.
|
•
|
Innovative performance and sportswear products, incorporating proprietary technology platforms such as NIKE AIR, Lunar, Shox, Free, Flywire, Dri-Fit, FlyKnit, NIKE+, and NIKE Fuel;
|
•
|
Deep brand connections to consumers through a category lens, reinforced by investments in endorsements by high-profile athletes and teams, high-impact marketing around global sporting events (such as the World Cup, Olympics, and NFL Super Bowl) and digital marketing; and
|
•
|
Strong category retail presentation online and at NIKE-owned and retail partner stores.
|
Results of Operations
|
(Dollars in millions, except per share data)
|
|
Fiscal 2014
|
|
Fiscal 2013
(1)
|
|
% Change
|
|
Fiscal 2012
(1)
|
|
% Change
|
||||||||
Revenues
|
|
$
|
27,799
|
|
|
$
|
25,313
|
|
|
10
|
%
|
|
$
|
23,331
|
|
|
8
|
%
|
Cost of sales
|
|
15,353
|
|
|
14,279
|
|
|
8
|
%
|
|
13,183
|
|
|
8
|
%
|
|||
Gross profit
|
|
12,446
|
|
|
11,034
|
|
|
13
|
%
|
|
10,148
|
|
|
9
|
%
|
|||
Gross margin %
|
|
44.8
|
%
|
|
43.6
|
%
|
|
|
|
43.5
|
%
|
|
|
|||||
Demand creation expense
|
|
3,031
|
|
|
2,745
|
|
|
10
|
%
|
|
2,607
|
|
|
5
|
%
|
|||
Operating overhead expense
|
|
5,735
|
|
|
5,051
|
|
|
14
|
%
|
|
4,472
|
|
|
13
|
%
|
|||
Total selling and administrative expense
|
|
8,766
|
|
|
7,796
|
|
|
12
|
%
|
|
7,079
|
|
|
10
|
%
|
|||
% of Revenues
|
|
31.5
|
%
|
|
30.8
|
%
|
|
|
|
30.3
|
%
|
|
|
|||||
Interest expense (income), net
|
|
33
|
|
|
(3
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
Other expense (income), net
|
|
103
|
|
|
(15
|
)
|
|
—
|
|
|
54
|
|
|
—
|
|
|||
Income before income taxes
|
|
3,544
|
|
|
3,256
|
|
|
9
|
%
|
|
3,011
|
|
|
8
|
%
|
|||
Income tax expense
|
|
851
|
|
|
805
|
|
|
6
|
%
|
|
754
|
|
|
7
|
%
|
|||
Effective tax rate
|
|
24.0
|
%
|
|
24.7
|
%
|
|
|
|
25.0
|
%
|
|
|
|||||
Net income from continuing operations
|
|
2,693
|
|
|
2,451
|
|
|
10
|
%
|
|
2,257
|
|
|
9
|
%
|
|||
Net income (loss) from discontinued operations
|
|
—
|
|
|
21
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|||
Net income
|
|
$
|
2,693
|
|
|
$
|
2,472
|
|
|
9
|
%
|
|
$
|
2,211
|
|
|
12
|
%
|
Diluted earnings per share - continuing operations
|
|
$
|
2.97
|
|
|
$
|
2.68
|
|
|
11
|
%
|
|
$
|
2.40
|
|
|
12
|
%
|
Diluted earnings per share - discontinued operations
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
—
|
|
|
$
|
(0.05
|
)
|
|
—
|
|
(1)
|
Prior year amounts have been revised to correctly expense internally developed patent and trademark costs as incurred. Refer to Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.
|
Consolidated Operating Results
|
(Dollars in millions)
|
Fiscal 2014
|
Fiscal 2013
(1)
|
% Change
|
% Change Excluding Currency Changes
(2)
|
Fiscal 2012
(1)
|
% Change
|
% Change Excluding Currency Changes
(2)
|
||||||||||
NIKE, Inc. Revenues:
|
|
|
|
|
|
|
|
||||||||||
NIKE Brand Revenues by:
|
|
|
|
|
|
|
|
||||||||||
Footwear
|
$
|
16,208
|
|
$
|
14,635
|
|
11
|
%
|
12
|
%
|
$
|
13,513
|
|
8
|
%
|
11
|
%
|
Apparel
|
8,109
|
|
7,491
|
|
8
|
%
|
10
|
%
|
6,958
|
|
8
|
%
|
10
|
%
|
|||
Equipment
|
1,670
|
|
1,640
|
|
2
|
%
|
4
|
%
|
1,429
|
|
15
|
%
|
17
|
%
|
|||
Global Brand Divisions
(3)
|
125
|
|
115
|
|
9
|
%
|
6
|
%
|
111
|
|
4
|
%
|
7
|
%
|
|||
Total NIKE Brand Revenues
|
26,112
|
|
23,881
|
|
9
|
%
|
11
|
%
|
22,011
|
|
8
|
%
|
11
|
%
|
|||
Converse
|
1,684
|
|
1,449
|
|
16
|
%
|
15
|
%
|
1,324
|
|
9
|
%
|
10
|
%
|
|||
Corporate
(4)
|
3
|
|
(17
|
)
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
|||
TOTAL NIKE, INC. REVENUES
|
$
|
27,799
|
|
$
|
25,313
|
|
10
|
%
|
11
|
%
|
$
|
23,331
|
|
8
|
%
|
11
|
%
|
Supplemental NIKE Brand Revenues Details:
|
|
|
|
|
|
|
|
||||||||||
NIKE Brand Revenues by:
|
|
|
|
|
|
|
|
||||||||||
Sales to Wholesale Customers
|
$
|
20,683
|
|
$
|
19,401
|
|
7
|
%
|
8
|
%
|
$
|
18,335
|
|
6
|
%
|
8
|
%
|
Sales Direct to Consumer
|
5,304
|
|
4,365
|
|
22
|
%
|
22
|
%
|
3,565
|
|
22
|
%
|
24
|
%
|
|||
Global Brand Divisions
(3)
|
125
|
|
115
|
|
9
|
%
|
6
|
%
|
111
|
|
4
|
%
|
7
|
%
|
|||
TOTAL NIKE BRAND REVENUES
|
$
|
26,112
|
|
$
|
23,881
|
|
9
|
%
|
11
|
%
|
$
|
22,011
|
|
8
|
%
|
11
|
%
|
NIKE Brand Revenues on a Wholesale Equivalent Basis:
(5)
|
|
|
|
|
|
|
|
||||||||||
Sales to Wholesale Customers
|
$
|
20,683
|
|
$
|
19,401
|
|
7
|
%
|
8
|
%
|
$
|
18,335
|
|
6
|
%
|
8
|
%
|
Sales from our Wholesale Operations to Direct to Consumer Operations
|
3,107
|
|
2,499
|
|
24
|
%
|
25
|
%
|
2,027
|
|
23
|
%
|
25
|
%
|
|||
TOTAL NIKE BRAND WHOLESALE EQUIVALENT REVENUES
|
$
|
23,790
|
|
$
|
21,900
|
|
9
|
%
|
10
|
%
|
$
|
20,362
|
|
8
|
%
|
10
|
%
|
NIKE Brand Wholesale Equivalent Revenues by:
(5)
|
|
|
|
|
|
|
|
||||||||||
Men's
|
$
|
14,001
|
|
$
|
13,073
|
|
7
|
%
|
9
|
%
|
$
|
12,269
|
|
7
|
%
|
9
|
%
|
Women's
|
4,971
|
|
4,494
|
|
11
|
%
|
12
|
%
|
4,221
|
|
6
|
%
|
9
|
%
|
|||
Young Athletes'
|
3,737
|
|
3,251
|
|
15
|
%
|
16
|
%
|
3,004
|
|
8
|
%
|
11
|
%
|
|||
Others
(6)
|
1,081
|
|
1,082
|
|
0
|
%
|
1
|
%
|
868
|
|
25
|
%
|
27
|
%
|
|||
TOTAL NIKE BRAND WHOLESALE EQUIVALENT REVENUES
|
$
|
23,790
|
|
$
|
21,900
|
|
9
|
%
|
10
|
%
|
$
|
20,362
|
|
8
|
%
|
10
|
%
|
NIKE Brand Wholesale Equivalent Revenues by:
(5)
|
|
|
|
|
|
|
|
||||||||||
Running
|
$
|
4,623
|
|
$
|
4,274
|
|
8
|
%
|
10
|
%
|
$
|
3,694
|
|
16
|
%
|
18
|
%
|
Basketball
|
3,119
|
|
2,629
|
|
19
|
%
|
19
|
%
|
2,169
|
|
21
|
%
|
22
|
%
|
|||
Football (Soccer)
|
2,270
|
|
1,930
|
|
18
|
%
|
21
|
%
|
1,862
|
|
4
|
%
|
9
|
%
|
|||
Men’s Training
|
2,479
|
|
2,391
|
|
4
|
%
|
5
|
%
|
2,072
|
|
15
|
%
|
17
|
%
|
|||
Women’s Training
|
1,149
|
|
1,067
|
|
8
|
%
|
10
|
%
|
1,011
|
|
6
|
%
|
8
|
%
|
|||
Action Sports
|
738
|
|
683
|
|
8
|
%
|
9
|
%
|
664
|
|
3
|
%
|
5
|
%
|
|||
Sportswear
|
5,877
|
|
5,569
|
|
6
|
%
|
7
|
%
|
5,764
|
|
-3
|
%
|
-1
|
%
|
|||
Golf
|
789
|
|
792
|
|
0
|
%
|
1
|
%
|
726
|
|
9
|
%
|
10
|
%
|
|||
Others
(7)
|
2,746
|
|
2,565
|
|
7
|
%
|
8
|
%
|
2,400
|
|
7
|
%
|
9
|
%
|
|||
TOTAL NIKE BRAND WHOLESALE EQUIVALENT REVENUES
|
$
|
23,790
|
|
$
|
21,900
|
|
9
|
%
|
10
|
%
|
$
|
20,362
|
|
8
|
%
|
10
|
%
|
(1)
|
Certain prior year amounts have been reclassified to conform to fiscal 2014 presentation. These changes had no impact on previously reported results of operations or shareholders' equity.
|
(2)
|
Results have been restated using actual exchange rates in use during the comparative period to enhance the visibility of the underlying business trends by excluding the impact of translation arising from foreign currency exchange rate fluctuations.
|
(3)
|
Global Brand Divisions revenues primarily represent NIKE Brand licensing businesses that are not part of a geographic operating segment.
|
(4)
|
Corporate revenues primarily consist of foreign currency revenue-related hedge gains and losses generated by entities within the NIKE Brand geographic operating segments and Converse through our centrally managed foreign exchange risk management program.
|
(5)
|
References to NIKE Brand wholesale equivalent revenues are intended to provide context as to the total size of our NIKE Brand market footprint if we had no Direct to Consumer operations. NIKE Brand wholesale equivalent revenues consist of (1) sales to external wholesale customers, and (2) internal sales from our wholesale operations to our Direct to Consumer operations which are charged at prices that are comparable to prices charged to external wholesale customers.
|
(6)
|
Others include all unisex products, equipment, and other products not allocated to Men's, Women's, and Young Athletes', as well as certain adjustments that are not allocated to products designated by gender or age.
|
(7)
|
Others include all other categories and certain adjustments that are not allocated at the category level.
|
|
|
Reported Futures
Orders Growth
|
|
Futures Orders
Excluding Currency Changes
(1)
|
||
North America
|
|
11
|
%
|
|
11
|
%
|
Western Europe
|
|
25
|
%
|
|
22
|
%
|
Central & Eastern Europe
|
|
10
|
%
|
|
14
|
%
|
Greater China
|
|
6
|
%
|
|
6
|
%
|
Japan
|
|
-6
|
%
|
|
0
|
%
|
Emerging Markets
|
|
2
|
%
|
|
9
|
%
|
Total NIKE Brand futures orders
|
|
11
|
%
|
|
12
|
%
|
(1)
|
Growth rates have been restated using constant exchange rates for the comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
|
Fiscal 2013
|
|
|
% Change
|
|
Fiscal 2012
|
|
|
% Change
|
|
|||||
Gross profit
|
|
$
|
12,446
|
|
|
$
|
11,034
|
|
|
13
|
%
|
|
$
|
10,148
|
|
|
9
|
%
|
|
Gross margin %
|
|
44.8
|
%
|
|
43.6
|
%
|
|
120
|
bps
|
|
43.5
|
%
|
|
10
|
bps
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
Fiscal 2012
|
|
% Change
|
|
||||||||
Demand creation expense
(1)
|
|
$
|
3,031
|
|
|
$
|
2,745
|
|
|
10
|
%
|
|
$
|
2,607
|
|
|
5
|
%
|
|
Operating overhead expense
(2)
|
|
5,735
|
|
|
5,051
|
|
|
14
|
%
|
|
4,472
|
|
|
13
|
%
|
|
|||
Total selling and administrative expense
|
|
$
|
8,766
|
|
|
$
|
7,796
|
|
|
12
|
%
|
|
$
|
7,079
|
|
|
10
|
%
|
|
% of Revenues
|
|
31.5
|
%
|
|
30.8
|
%
|
|
70
|
bps
|
|
30.3
|
%
|
|
50
|
bps
|
|
(1)
|
Demand creation expense consists of advertising and promotion expenses, including costs of endorsement contracts.
|
(2)
|
Fiscal 2013 and 2012 amounts have been revised to correctly expense internally developed patent and trademark costs as incurred. Refer to Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.
|
(In millions)
|
|
Fiscal 2014
|
|
|
Fiscal 2013
|
|
|
Fiscal 2012
|
|
|||
Other expense (income), net
|
|
$
|
103
|
|
|
$
|
(15
|
)
|
|
$
|
54
|
|
|
|
Fiscal 2014
|
|
|
Fiscal 2013
|
|
|
% Change
|
|
Fiscal 2012
|
|
|
% Change
|
||
Effective tax rate
|
|
24.0
|
%
|
|
24.7
|
%
|
|
(70) bps
|
|
|
25.0
|
%
|
|
(30) bps
|
|
Operating Segments
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
(1)
|
|
% Change
|
|
% Change Excluding Currency Changes
(2)
|
|
Fiscal 2012
(1)
|
|
% Change
|
|
% Change Excluding Currency Changes
(2)
|
||||||||||
North America
|
|
$
|
12,299
|
|
|
$
|
11,158
|
|
|
10
|
%
|
|
10
|
%
|
|
$
|
9,538
|
|
|
17
|
%
|
|
17
|
%
|
Western Europe
|
|
4,979
|
|
|
4,193
|
|
|
19
|
%
|
|
14
|
%
|
|
4,212
|
|
|
0
|
%
|
|
5
|
%
|
|||
Central & Eastern Europe
|
|
1,387
|
|
|
1,229
|
|
|
13
|
%
|
|
15
|
%
|
|
1,146
|
|
|
7
|
%
|
|
12
|
%
|
|||
Greater China
|
|
2,602
|
|
|
2,478
|
|
|
5
|
%
|
|
3
|
%
|
|
2,561
|
|
|
-3
|
%
|
|
-5
|
%
|
|||
Japan
|
|
771
|
|
|
876
|
|
|
-12
|
%
|
|
5
|
%
|
|
920
|
|
|
-5
|
%
|
|
2
|
%
|
|||
Emerging Markets
|
|
3,949
|
|
|
3,832
|
|
|
3
|
%
|
|
13
|
%
|
|
3,523
|
|
|
9
|
%
|
|
16
|
%
|
|||
Global Brand Divisions
(3)
|
|
125
|
|
|
115
|
|
|
9
|
%
|
|
6
|
%
|
|
111
|
|
|
4
|
%
|
|
7
|
%
|
|||
Total NIKE Brand Revenues
|
|
26,112
|
|
|
23,881
|
|
|
9
|
%
|
|
11
|
%
|
|
22,011
|
|
|
8
|
%
|
|
11
|
%
|
|||
Converse
|
|
1,684
|
|
|
1,449
|
|
|
16
|
%
|
|
15
|
%
|
|
1,324
|
|
|
9
|
%
|
|
10
|
%
|
|||
Corporate
(4)
|
|
3
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
TOTAL NIKE, INC. REVENUES
|
|
$
|
27,799
|
|
|
$
|
25,313
|
|
|
10
|
%
|
|
11
|
%
|
|
$
|
23,331
|
|
|
8
|
%
|
|
11
|
%
|
(1)
|
Certain prior year amounts have been reclassified to conform to fiscal 2014 presentation. These changes had no impact on previously reported results of operations or shareholders’ equity.
|
(2)
|
Results have been restated using actual exchange rates in use during the comparative period to enhance the visibility of the underlying business trends by excluding the impact of translation arising from foreign currency exchange rate fluctuations.
|
(3)
|
Global Brand Divisions revenues primarily represent NIKE Brand licensing businesses that are not part of a geographic segment.
|
(4)
|
Corporate revenues primarily consist of foreign currency revenue-related hedge gains and losses generated by entities within the NIKE Brand geographic operating segments and Converse through our centrally managed foreign exchange risk management program.
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
(1)
|
|
% Change
|
|
Fiscal 2012
(1)
|
|
% Change
|
||||||||
North America
|
|
$
|
3,075
|
|
|
$
|
2,641
|
|
|
16
|
%
|
|
$
|
2,092
|
|
|
26
|
%
|
Western Europe
|
|
855
|
|
|
643
|
|
|
33
|
%
|
|
599
|
|
|
7
|
%
|
|||
Central & Eastern Europe
|
|
279
|
|
|
234
|
|
|
19
|
%
|
|
209
|
|
|
12
|
%
|
|||
Greater China
|
|
816
|
|
|
813
|
|
|
0
|
%
|
|
913
|
|
|
-11
|
%
|
|||
Japan
|
|
131
|
|
|
139
|
|
|
-6
|
%
|
|
135
|
|
|
3
|
%
|
|||
Emerging Markets
|
|
955
|
|
|
988
|
|
|
-3
|
%
|
|
826
|
|
|
20
|
%
|
|||
Global Brand Divisions
|
|
(2,021
|
)
|
|
(1,746
|
)
|
|
-16
|
%
|
|
(1,479
|
)
|
|
-18
|
%
|
|||
Total NIKE Brand
|
|
4,090
|
|
|
3,712
|
|
|
10
|
%
|
|
3,295
|
|
|
13
|
%
|
|||
Converse
|
|
496
|
|
|
425
|
|
|
17
|
%
|
|
394
|
|
|
8
|
%
|
|||
Corporate
(2)
|
|
(1,009
|
)
|
|
(884
|
)
|
|
-14
|
%
|
|
(674
|
)
|
|
-31
|
%
|
|||
TOTAL CONSOLIDATED EARNINGS
BEFORE INTEREST AND TAXES
|
|
3,577
|
|
|
3,253
|
|
|
10
|
%
|
|
3,015
|
|
|
8
|
%
|
|||
Interest expense (income), net
|
|
33
|
|
|
(3
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|||
TOTAL CONSOLIDATED INCOME
BEFORE INCOME TAXES
|
|
$
|
3,544
|
|
|
$
|
3,256
|
|
|
9
|
%
|
|
$
|
3,011
|
|
|
8
|
%
|
(1)
|
Certain prior year amounts have been reclassified to conform to fiscal 2014 presentation. These changes had no impact on previously reported results of operations or shareholders’ equity.
|
(2)
|
Fiscal 2013 and 2012 amounts have been revised to correctly expense internally developed patent and trademark costs as incurred. Refer to Note 1 — Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Footwear
|
|
$
|
7,495
|
|
|
$
|
6,751
|
|
|
11
|
%
|
|
11
|
%
|
|
$
|
5,941
|
|
|
14
|
%
|
|
14
|
%
|
Apparel
|
|
3,937
|
|
|
3,591
|
|
|
10
|
%
|
|
10
|
%
|
|
2,993
|
|
|
20
|
%
|
|
20
|
%
|
|||
Equipment
|
|
867
|
|
|
816
|
|
|
6
|
%
|
|
6
|
%
|
|
604
|
|
|
35
|
%
|
|
35
|
%
|
|||
TOTAL REVENUES
|
|
$
|
12,299
|
|
|
$
|
11,158
|
|
|
10
|
%
|
|
10
|
%
|
|
$
|
9,538
|
|
|
17
|
%
|
|
17
|
%
|
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Sales to Wholesale Customers
|
|
$
|
9,296
|
|
|
$
|
8,571
|
|
|
8
|
%
|
|
9
|
%
|
|
$
|
7,385
|
|
|
16
|
%
|
|
16
|
%
|
Sales Direct to Consumer
|
|
3,003
|
|
|
2,587
|
|
|
16
|
%
|
|
16
|
%
|
|
2,153
|
|
|
20
|
%
|
|
20
|
%
|
|||
TOTAL REVENUES
|
|
$
|
12,299
|
|
|
$
|
11,158
|
|
|
10
|
%
|
|
10
|
%
|
|
$
|
9,538
|
|
|
17
|
%
|
|
17
|
%
|
EARNINGS BEFORE INTEREST
AND TAXES
|
|
$
|
3,075
|
|
|
$
|
2,641
|
|
|
16
|
%
|
|
|
|
$
|
2,092
|
|
|
26
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Footwear
|
|
$
|
3,299
|
|
|
$
|
2,657
|
|
|
24
|
%
|
|
20
|
%
|
|
$
|
2,538
|
|
|
5
|
%
|
|
10
|
%
|
Apparel
|
|
1,427
|
|
|
1,289
|
|
|
11
|
%
|
|
7
|
%
|
|
1,407
|
|
|
-8
|
%
|
|
-4
|
%
|
|||
Equipment
|
|
253
|
|
|
247
|
|
|
2
|
%
|
|
-1
|
%
|
|
267
|
|
|
-7
|
%
|
|
-3
|
%
|
|||
TOTAL REVENUES
|
|
$
|
4,979
|
|
|
$
|
4,193
|
|
|
19
|
%
|
|
14
|
%
|
|
$
|
4,212
|
|
|
0
|
%
|
|
5
|
%
|
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales to Wholesale Customers
|
|
$
|
4,022
|
|
|
$
|
3,481
|
|
|
16
|
%
|
|
11
|
%
|
|
$
|
3,623
|
|
|
-4
|
%
|
|
1
|
%
|
Sales Direct to Consumer
|
|
957
|
|
|
712
|
|
|
34
|
%
|
|
29
|
%
|
|
589
|
|
|
21
|
%
|
|
27
|
%
|
|||
TOTAL REVENUES
|
|
$
|
4,979
|
|
|
$
|
4,193
|
|
|
19
|
%
|
|
14
|
%
|
|
$
|
4,212
|
|
|
0
|
%
|
|
5
|
%
|
EARNINGS BEFORE INTEREST AND TAXES
|
|
$
|
855
|
|
|
$
|
643
|
|
|
33
|
%
|
|
|
|
$
|
599
|
|
|
7
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Footwear
|
|
$
|
763
|
|
|
$
|
672
|
|
|
14
|
%
|
|
15
|
%
|
|
$
|
631
|
|
|
6
|
%
|
|
11
|
%
|
Apparel
|
|
532
|
|
|
468
|
|
|
14
|
%
|
|
17
|
%
|
|
430
|
|
|
9
|
%
|
|
14
|
%
|
|||
Equipment
|
|
92
|
|
|
89
|
|
|
3
|
%
|
|
7
|
%
|
|
85
|
|
|
5
|
%
|
|
9
|
%
|
|||
TOTAL REVENUES
|
|
$
|
1,387
|
|
|
$
|
1,229
|
|
|
13
|
%
|
|
15
|
%
|
|
$
|
1,146
|
|
|
7
|
%
|
|
12
|
%
|
EARNINGS BEFORE INTEREST AND TAXES
|
|
$
|
279
|
|
|
$
|
234
|
|
|
19
|
%
|
|
|
|
$
|
209
|
|
|
12
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Footwear
|
|
$
|
1,600
|
|
|
$
|
1,495
|
|
|
7
|
%
|
|
5
|
%
|
|
$
|
1,520
|
|
|
-2
|
%
|
|
-3
|
%
|
Apparel
|
|
876
|
|
|
844
|
|
|
4
|
%
|
|
1
|
%
|
|
910
|
|
|
-7
|
%
|
|
-8
|
%
|
|||
Equipment
|
|
126
|
|
|
139
|
|
|
-9
|
%
|
|
-11
|
%
|
|
131
|
|
|
6
|
%
|
|
4
|
%
|
|||
TOTAL REVENUES
|
|
$
|
2,602
|
|
|
$
|
2,478
|
|
|
5
|
%
|
|
3
|
%
|
|
$
|
2,561
|
|
|
-3
|
%
|
|
-5
|
%
|
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales to Wholesale Customers
|
|
$
|
2,041
|
|
|
$
|
2,079
|
|
|
-2
|
%
|
|
-4
|
%
|
|
$
|
2,266
|
|
|
-8
|
%
|
|
-9
|
%
|
Sales Direct to Consumer
|
|
561
|
|
|
399
|
|
|
41
|
%
|
|
38
|
%
|
|
295
|
|
|
35
|
%
|
|
33
|
%
|
|||
TOTAL REVENUES
|
|
$
|
2,602
|
|
|
$
|
2,478
|
|
|
5
|
%
|
|
3
|
%
|
|
$
|
2,561
|
|
|
-3
|
%
|
|
-5
|
%
|
EARNINGS BEFORE INTEREST AND TAXES
|
|
$
|
816
|
|
|
$
|
813
|
|
|
0
|
%
|
|
|
|
$
|
913
|
|
|
-11
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Footwear
|
|
$
|
409
|
|
|
$
|
439
|
|
|
-7
|
%
|
|
11
|
%
|
|
$
|
447
|
|
|
-2
|
%
|
|
5
|
%
|
Apparel
|
|
276
|
|
|
337
|
|
|
-18
|
%
|
|
-2
|
%
|
|
364
|
|
|
-7
|
%
|
|
-1
|
%
|
|||
Equipment
|
|
86
|
|
|
100
|
|
|
-14
|
%
|
|
2
|
%
|
|
109
|
|
|
-8
|
%
|
|
0
|
%
|
|||
TOTAL REVENUES
|
|
$
|
771
|
|
|
$
|
876
|
|
|
-12
|
%
|
|
5
|
%
|
|
$
|
920
|
|
|
-5
|
%
|
|
2
|
%
|
EARNINGS BEFORE INTEREST AND TAXES
|
|
$
|
131
|
|
|
$
|
139
|
|
|
-6
|
%
|
|
|
|
$
|
135
|
|
|
3
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues by:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Footwear
|
|
$
|
2,642
|
|
|
$
|
2,621
|
|
|
1
|
%
|
|
10
|
%
|
|
$
|
2,436
|
|
|
8
|
%
|
|
15
|
%
|
Apparel
|
|
1,061
|
|
|
962
|
|
|
10
|
%
|
|
21
|
%
|
|
854
|
|
|
13
|
%
|
|
19
|
%
|
|||
Equipment
|
|
246
|
|
|
249
|
|
|
-1
|
%
|
|
9
|
%
|
|
233
|
|
|
7
|
%
|
|
13
|
%
|
|||
TOTAL REVENUES
|
|
$
|
3,949
|
|
|
$
|
3,832
|
|
|
3
|
%
|
|
13
|
%
|
|
$
|
3,523
|
|
|
9
|
%
|
|
16
|
%
|
EARNINGS BEFORE INTEREST
AND TAXES
|
|
$
|
955
|
|
|
$
|
988
|
|
|
-3
|
%
|
|
|
|
$
|
826
|
|
|
20
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues
|
|
$
|
125
|
|
|
$
|
115
|
|
|
9
|
%
|
|
6
|
%
|
|
$
|
111
|
|
|
4
|
%
|
|
7
|
%
|
(Loss) Before Interest and Taxes
|
|
$
|
(2,021
|
)
|
|
$
|
(1,746
|
)
|
|
16
|
%
|
|
|
|
$
|
(1,479
|
)
|
|
18
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
% Change Excluding Currency Changes
|
|
Fiscal 2012
|
|
% Change
|
|
% Change Excluding Currency Changes
|
||||||||||
Revenues
|
|
$
|
1,684
|
|
|
$
|
1,449
|
|
|
16
|
%
|
|
15
|
%
|
|
$
|
1,324
|
|
|
9
|
%
|
|
10
|
%
|
Earnings Before Interest and Taxes
|
|
$
|
496
|
|
|
$
|
425
|
|
|
17
|
%
|
|
|
|
$
|
394
|
|
|
8
|
%
|
|
|
(Dollars in millions)
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
% Change
|
|
Fiscal 2012
|
|
% Change
|
||||||||
Revenues
|
|
$
|
3
|
|
|
$
|
(17
|
)
|
|
—
|
|
|
$
|
(4
|
)
|
|
—
|
|
(Loss) Before Interest and Taxes
|
|
$
|
(1,009
|
)
|
|
$
|
(884
|
)
|
|
14
|
%
|
|
$
|
(674
|
)
|
|
31
|
%
|
•
|
a $99 million increase in corporate overhead expense related to corporate initiatives to support the growth of the business as well as performance-based compensation;
|
•
|
a $90 million increase in foreign currency net losses, reported as a component of Other expense (income), net; and
|
•
|
a $56 million decrease in foreign exchange losses 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; these losses are reported as a component of consolidated gross margin.
|
•
|
a $165 million increase in foreign exchange losses 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; these losses are reported as a component of consolidated gross margin;
|
•
|
an $86 million increase in corporate overhead expense related to corporate initiatives to support the growth of the business and performance-based compensation; and
|
•
|
a $48 million decrease in foreign currency net losses, reported as a component of Other expense (income), net.
|
Foreign Currency Exposures and Hedging Practices
|
•
|
Product Costs — NIKE’s product costs are exposed to fluctuations in foreign currencies in the following ways:
|
1.
|
Product purchases denominated in currencies other than the functional currency of the transacting entity:
|
a.
|
Some NIKE entities purchase product from the NTC, a wholly-owned sourcing hub that buys NIKE branded products from third-party factories, predominantly in U.S. Dollars. The NTC, whose functional currency is the U.S. Dollar, then sells the products to NIKE entities in their respective functional currencies. When the NTC sells to a NIKE entity with a different functional currency, the result is a foreign currency exposure for the NTC.
|
b.
|
Other NIKE entities purchase product directly from third-party factories in U.S. Dollars. These purchases generate a foreign currency exposure for those NIKE entities with a functional currency other than the U.S. Dollar.
|
2.
|
Factory input costs: In January 2012, NIKE implemented a foreign currency adjustment program with certain factories. The program is designed to more effectively manage foreign currency risk by assuming certain of the factories’ foreign currency exposures, some of which are natural offsets to our existing foreign currency exposures. Under this program, our payments to these factories are adjusted for rate fluctuations in the basket of currencies (“factory currency exposure index”) in which the labor, materials and overhead costs incurred by the factories in the production of NIKE branded products (“factory input costs”) are denominated.
|
•
|
Non-Functional Currency Denominated External Sales — A portion of our Western Europe and Central & Eastern Europe geography revenues are earned in currencies other than the Euro (e.g. British Pound) but are recognized at a subsidiary that uses the Euro as its functional currency. These sales generate a foreign currency exposure.
|
•
|
Other Costs — Non-functional currency denominated costs, such as endorsement contracts, intercompany royalties and other intercompany charges, 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, denominated in currencies other than their functional currencies. These balance sheet items are subject to re-measurement, which may create fluctuations in
Other expense (income), net
within our consolidated results of operations.
|
Liquidity and Capital Resources
|
Description of Commitment
|
|
Cash Payments Due During the Year Ending May 31,
|
||||||||||||||||||||||||||
(In millions)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating Leases
|
|
$
|
427
|
|
|
$
|
399
|
|
|
$
|
366
|
|
|
$
|
311
|
|
|
$
|
251
|
|
|
$
|
1,050
|
|
|
$
|
2,804
|
|
Capital Leases
|
|
36
|
|
|
35
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
74
|
|
|||||||
Long-term Debt
(1)
|
|
46
|
|
|
145
|
|
|
79
|
|
|
56
|
|
|
37
|
|
|
1,488
|
|
|
1,851
|
|
|||||||
Endorsement Contracts
(2)
|
|
991
|
|
|
787
|
|
|
672
|
|
|
524
|
|
|
349
|
|
|
1,381
|
|
|
4,704
|
|
|||||||
Product Purchase Obligations
(3)
|
|
3,688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,688
|
|
|||||||
Other
(4)
|
|
309
|
|
|
108
|
|
|
78
|
|
|
7
|
|
|
3
|
|
|
12
|
|
|
517
|
|
|||||||
TOTAL
|
|
$
|
5,497
|
|
|
$
|
1,474
|
|
|
$
|
1,196
|
|
|
$
|
899
|
|
|
$
|
641
|
|
|
$
|
3,931
|
|
|
$
|
13,638
|
|
(1)
|
The cash payments due for long-term debt include estimated interest payments. Estimates of interest payments are based on outstanding principal amounts, applicable fixed interest rates or currently effective interest rates as of May 31, 2014 (if variable), timing of scheduled payments, and the term of the debt obligations.
|
(2)
|
The amounts listed for endorsement contracts represent approximate amounts of base compensation and minimum guaranteed royalty fees we are obligated to pay athlete and sport team endorsers of our products. Actual payments under some contracts may be higher than the amounts listed as these contracts provide for bonuses to be paid to the endorsers based upon athletic achievements and/or royalties on product sales in future periods. Actual payments under some contracts may also be lower as these contracts include provisions for reduced payments if athletic performance declines in future periods.
|
(3)
|
We generally order product at least four to five months in advance of sale based primarily on futures orders received from customers. The amounts listed for product purchase obligations represent agreements (including open purchase orders) to purchase products in the ordinary course of business that are enforceable and legally binding and that specify all significant terms. In some cases, prices are subject to change throughout the production process. The reported amounts exclude product purchase liabilities included in Accounts payable on the Consolidated Balance Sheet as of
May 31, 2014
.
|
(4)
|
Other amounts primarily include service and marketing commitments 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, including open purchase orders for non-product purchases. The reported amounts exclude those liabilities included in Accounts payable or Accrued liabilities on the Consolidated Balance Sheet as of
May 31, 2014
.
|
(In millions)
|
Outstanding as of May 31, 2014
|
||
Notes payable, due at mutually agreed-upon dates within one year of issuance or on demand
|
$
|
167
|
|
Payable to Sojitz America for the purchase of inventories, generally due 60 days after shipment of goods from a foreign port
|
60
|
|
Recently Adopted Accounting Standards
|
Recently Issued Accounting Standards
|
Critical Accounting Policies
|
Market Risk Measurement
|
|
|
Expected Maturity Date
Year Ending May 31,
|
||||||||||||||||||||||||||||||
(Dollars in millions)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Foreign Exchange Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Japanese Yen Functional Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term Japanese Yen debt — Fixed rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal payments
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
42
|
|
|
$
|
45
|
|
Average interest rate
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
|
|||||||||
Interest Rate Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Japanese Yen Functional Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term Japanese Yen debt — Fixed rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal payments
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
42
|
|
|
$
|
45
|
|
Average interest rate
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
|
|||||||||
U.S. Dollar Functional Currency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term U.S. Dollar debt — Fixed rate swapped to Floating rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal payments
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
106
|
|
Average interest rate
|
|
0.0
|
%
|
|
0.3
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.3
|
%
|
|
|
|||||||||
Long-term U.S. Dollar debt — Fixed rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal payments
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
38
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
1,058
|
|
|
$
|
1,003
|
|
Average interest rate
|
|
6.4
|
%
|
|
6.4
|
%
|
|
6.2
|
%
|
|
6.8
|
%
|
|
—
|
%
|
|
2.9
|
%
|
|
3.1
|
%
|
|
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
Mark G. Parker
|
Donald W. Blair
|
President and Chief Executive Officer
|
Chief Financial Officer
|
Report of Independent Registered Public Accounting Firm
|
NIKE, Inc. Consolidated Statements of Income
|
|
|
Year Ended May 31,
|
||||||||||
(In millions, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income from continuing operations:
|
|
|
|
|
|
|
||||||
Revenues
|
|
$
|
27,799
|
|
|
$
|
25,313
|
|
|
$
|
23,331
|
|
Cost of sales
|
|
15,353
|
|
|
14,279
|
|
|
13,183
|
|
|||
Gross profit
|
|
12,446
|
|
|
11,034
|
|
|
10,148
|
|
|||
Demand creation expense
|
|
3,031
|
|
|
2,745
|
|
|
2,607
|
|
|||
Operating overhead expense
|
|
5,735
|
|
|
5,051
|
|
|
4,472
|
|
|||
Total selling and administrative expense
|
|
8,766
|
|
|
7,796
|
|
|
7,079
|
|
|||
Interest expense (income), net (Notes 6, 7, and 8)
|
|
33
|
|
|
(3
|
)
|
|
4
|
|
|||
Other expense (income), net (Note 17)
|
|
103
|
|
|
(15
|
)
|
|
54
|
|
|||
Income before income taxes
|
|
3,544
|
|
|
3,256
|
|
|
3,011
|
|
|||
Income tax expense (Note 9)
|
|
851
|
|
|
805
|
|
|
754
|
|
|||
NET INCOME FROM CONTINUING OPERATIONS
|
|
2,693
|
|
|
2,451
|
|
|
2,257
|
|
|||
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS
|
|
—
|
|
|
21
|
|
|
(46
|
)
|
|||
NET INCOME
|
|
$
|
2,693
|
|
|
$
|
2,472
|
|
|
$
|
2,211
|
|
|
|
|
|
|
|
|
||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
||||||
Basic earnings per common share (Notes 1 and 12)
|
|
$
|
3.05
|
|
|
$
|
2.74
|
|
|
$
|
2.45
|
|
Diluted earnings per common share (Notes 1 and 12)
|
|
$
|
2.97
|
|
|
$
|
2.68
|
|
|
$
|
2.40
|
|
|
|
|
|
|
|
|
||||||
Earnings per share from discontinued operations:
|
|
|
|
|
|
|
||||||
Basic earnings per common share (Notes 1 and 12)
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Diluted earnings per common share (Notes 1 and 12)
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
|
$
|
0.93
|
|
|
$
|
0.81
|
|
|
$
|
0.70
|
|
NIKE, Inc. Consolidated Statements of Comprehensive Income
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
2,693
|
|
|
$
|
2,472
|
|
|
$
|
2,211
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Change in net foreign currency translation adjustment
(1)
|
|
(32
|
)
|
|
38
|
|
|
(277
|
)
|
|||
Change in net gains (losses) on cash flow hedges
(2)
|
|
(161
|
)
|
|
12
|
|
|
304
|
|
|||
Change in net gains (losses) on net investment hedges
(3)
|
|
—
|
|
|
—
|
|
|
45
|
|
|||
Change in net gains (losses) on other
(4)
|
|
4
|
|
|
(8
|
)
|
|
(18
|
)
|
|||
Change in release of cumulative translation loss related to Umbro
(5)
|
|
—
|
|
|
83
|
|
|
—
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
(189
|
)
|
|
125
|
|
|
54
|
|
|||
TOTAL COMPREHENSIVE INCOME
|
|
$
|
2,504
|
|
|
$
|
2,597
|
|
|
$
|
2,265
|
|
(1)
|
Net of tax benefit (expense) of
$0 million
,
$(13) million
, and
$0 million
, respectively.
|
(2)
|
Net of tax benefit (expense) of
$18 million
,
$(22) million
,
and
$(22) million
, respectively.
|
(3)
|
Net of tax benefit of
$0 million
,
$0 million
,
and
$0 million
, respectively.
|
(4)
|
Net of tax benefit of
$0 million
,
$1 million
, and
$0 million
, respectively.
|
(5)
|
Net of tax benefit of
$0 million
,
$47 million
,
and
$0 million
, respectively.
|
NIKE, Inc. Consolidated Balance Sheets
|
|
|
May 31,
|
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and equivalents
|
|
$
|
2,220
|
|
|
$
|
3,337
|
|
Short-term investments (Note 6)
|
|
2,922
|
|
|
2,628
|
|
||
Accounts receivable, net (Note 1)
|
|
3,434
|
|
|
3,117
|
|
||
Inventories (Notes 1 and 2)
|
|
3,947
|
|
|
3,484
|
|
||
Deferred income taxes (Note 9)
|
|
355
|
|
|
308
|
|
||
Prepaid expenses and other current assets (Notes 6 and 17)
|
|
818
|
|
|
756
|
|
||
Total current assets
|
|
13,696
|
|
|
13,630
|
|
||
Property, plant and equipment, net (Note 3)
|
|
2,834
|
|
|
2,452
|
|
||
Identifiable intangible assets, net (Note 4)
|
|
282
|
|
|
289
|
|
||
Goodwill (Note 4)
|
|
131
|
|
|
131
|
|
||
Deferred income taxes and other assets (Notes 6, 9, and 17)
|
|
1,651
|
|
|
1,043
|
|
||
TOTAL ASSETS
|
|
$
|
18,594
|
|
|
$
|
17,545
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of long-term debt (Note 8)
|
|
$
|
7
|
|
|
$
|
57
|
|
Notes payable (Note 7)
|
|
167
|
|
|
98
|
|
||
Accounts payable (Note 7)
|
|
1,930
|
|
|
1,669
|
|
||
Accrued liabilities (Notes 5, 6, and 17)
|
|
2,491
|
|
|
2,036
|
|
||
Income taxes payable (Note 9)
|
|
432
|
|
|
84
|
|
||
Liabilities of discontinued operations (Note 15)
|
|
—
|
|
|
18
|
|
||
Total current liabilities
|
|
5,027
|
|
|
3,962
|
|
||
Long-term debt (Note 8)
|
|
1,199
|
|
|
1,210
|
|
||
Deferred income taxes and other liabilities (Notes 6, 9, 13 and 17)
|
|
1,544
|
|
|
1,292
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
|
||
Redeemable preferred stock (Note 10)
|
|
—
|
|
|
—
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock at stated value (Note 11):
|
|
|
|
|
||||
Class A convertible — 178 and 178 shares outstanding
|
|
—
|
|
|
—
|
|
||
Class B — 692 and 716 shares outstanding
|
|
3
|
|
|
3
|
|
||
Capital in excess of stated value
|
|
5,865
|
|
|
5,184
|
|
||
Accumulated other comprehensive income (Note 14)
|
|
85
|
|
|
274
|
|
||
Retained earnings
|
|
4,871
|
|
|
5,620
|
|
||
Total shareholders’ equity
|
|
10,824
|
|
|
11,081
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
18,594
|
|
|
$
|
17,545
|
|
NIKE, Inc. Consolidated Statements of Cash Flows
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash provided by operations:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
2,693
|
|
|
$
|
2,472
|
|
|
$
|
2,211
|
|
Income charges (credits) not affecting cash:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
518
|
|
|
438
|
|
|
373
|
|
|||
Deferred income taxes
|
|
(11
|
)
|
|
20
|
|
|
(59
|
)
|
|||
Stock-based compensation (Note 11)
|
|
177
|
|
|
174
|
|
|
130
|
|
|||
Amortization and other
|
|
114
|
|
|
66
|
|
|
23
|
|
|||
Net gain on divestitures
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|||
Changes in certain working capital components and other assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
|
(298
|
)
|
|
142
|
|
|
(323
|
)
|
|||
(Increase) in inventories
|
|
(505
|
)
|
|
(219
|
)
|
|
(815
|
)
|
|||
(Increase) in prepaid expenses and other current assets
|
|
(210
|
)
|
|
(28
|
)
|
|
(141
|
)
|
|||
Increase in accounts payable, accrued liabilities and income taxes payable
|
|
525
|
|
|
27
|
|
|
425
|
|
|||
Cash provided by operations
|
|
3,003
|
|
|
2,968
|
|
|
1,824
|
|
|||
Cash (used) provided by investing activities:
|
|
|
|
|
|
|
||||||
Purchases of short-term investments
|
|
(5,386
|
)
|
|
(4,133
|
)
|
|
(3,245
|
)
|
|||
Maturities of short-term investments
|
|
3,932
|
|
|
1,663
|
|
|
2,663
|
|
|||
Sales of short-term investments
|
|
1,126
|
|
|
1,330
|
|
|
1,721
|
|
|||
Additions to property, plant and equipment
|
|
(880
|
)
|
|
(598
|
)
|
|
(563
|
)
|
|||
Disposals of property, plant and equipment
|
|
3
|
|
|
14
|
|
|
2
|
|
|||
Proceeds from divestitures
|
|
—
|
|
|
786
|
|
|
—
|
|
|||
Increase in other assets, net of other liabilities
|
|
(2
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|||
Settlement of net investment hedges
|
|
—
|
|
|
—
|
|
|
22
|
|
|||
Cash (used) provided by investing activities
|
|
(1,207
|
)
|
|
(940
|
)
|
|
586
|
|
|||
Cash used by financing activities:
|
|
|
|
|
|
|
||||||
Net proceeds from long-term debt issuance
|
|
—
|
|
|
986
|
|
|
—
|
|
|||
Long-term debt payments, including current portion
|
|
(60
|
)
|
|
(49
|
)
|
|
(203
|
)
|
|||
Increase (decrease) in notes payable
|
|
75
|
|
|
10
|
|
|
(47
|
)
|
|||
Payments on capital lease obligations
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options and other stock issuances
|
|
383
|
|
|
313
|
|
|
468
|
|
|||
Excess tax benefits from share-based payment arrangements
|
|
132
|
|
|
72
|
|
|
115
|
|
|||
Repurchase of common stock
|
|
(2,628
|
)
|
|
(1,674
|
)
|
|
(1,814
|
)
|
|||
Dividends — common and preferred
|
|
(799
|
)
|
|
(703
|
)
|
|
(619
|
)
|
|||
Cash used by financing activities
|
|
(2,914
|
)
|
|
(1,045
|
)
|
|
(2,100
|
)
|
|||
Effect of exchange rate changes
|
|
1
|
|
|
100
|
|
|
67
|
|
|||
Net (decrease) increase in cash and equivalents
|
|
(1,117
|
)
|
|
1,083
|
|
|
377
|
|
|||
Cash and equivalents, beginning of year
|
|
3,337
|
|
|
2,254
|
|
|
1,877
|
|
|||
CASH AND EQUIVALENTS, END OF YEAR
|
|
$
|
2,220
|
|
|
$
|
3,337
|
|
|
$
|
2,254
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest, net of capitalized interest
|
|
$
|
53
|
|
|
$
|
20
|
|
|
$
|
29
|
|
Income taxes
|
|
856
|
|
|
702
|
|
|
638
|
|
|||
Non-cash additions to property, plant and equipment
|
|
167
|
|
|
137
|
|
|
99
|
|
|||
Dividends declared and not paid
|
|
209
|
|
|
188
|
|
|
165
|
|
NIKE, Inc. Consolidated Statements of Shareholders’ Equity
|
|
|
Common Stock
|
|
Capital in
Excess
of Stated
Value
|
|
Accumulated
Other
Comprehensive
Income
|
|
Retained
Earnings
|
|
Total
|
||||||||||||||||||||
|
|
Class A
|
|
Class B
|
|
|||||||||||||||||||||||||
(In millions, except per share data)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at May 31, 2011
|
|
180
|
|
|
$
|
—
|
|
|
756
|
|
|
$
|
3
|
|
|
$
|
3,944
|
|
|
$
|
95
|
|
|
$
|
5,751
|
|
|
$
|
9,793
|
|
Stock options exercised
|
|
|
|
|
|
18
|
|
|
|
|
528
|
|
|
|
|
|
|
528
|
|
|||||||||||
Repurchase of Class B Common Stock
|
|
|
|
|
|
(40
|
)
|
|
|
|
(12
|
)
|
|
|
|
(1,793
|
)
|
|
(1,805
|
)
|
||||||||||
Dividends on common stock ($0.70 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(639
|
)
|
|
(639
|
)
|
||||||||||||
Issuance of shares to employees
|
|
|
|
|
|
2
|
|
|
|
|
57
|
|
|
|
|
|
|
57
|
|
|||||||||||
Stock-based compensation (Note 11)
|
|
|
|
|
|
|
|
|
|
130
|
|
|
|
|
|
|
130
|
|
||||||||||||
Forfeiture of shares from employees
|
|
|
|
|
|
—
|
|
|
|
|
(6
|
)
|
|
|
|
(4
|
)
|
|
(10
|
)
|
||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,211
|
|
|
2,211
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
54
|
|
|
|
|
54
|
|
||||||||||||
Balance at May 31, 2012
|
|
180
|
|
|
$
|
—
|
|
|
736
|
|
|
$
|
3
|
|
|
$
|
4,641
|
|
|
$
|
149
|
|
|
$
|
5,526
|
|
|
$
|
10,319
|
|
Stock options exercised
|
|
|
|
|
|
10
|
|
|
|
|
322
|
|
|
|
|
|
|
322
|
|
|||||||||||
Conversion to Class B Common Stock
|
|
(2
|
)
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Repurchase of Class B Common Stock
|
|
|
|
|
|
(34
|
)
|
|
|
|
(10
|
)
|
|
|
|
(1,647
|
)
|
|
(1,657
|
)
|
||||||||||
Dividends on common stock ($0.81 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(727
|
)
|
|
(727
|
)
|
||||||||||||
Issuance of shares to employees
|
|
|
|
|
|
2
|
|
|
|
|
65
|
|
|
|
|
|
|
65
|
|
|||||||||||
Stock-based compensation (Note 11)
|
|
|
|
|
|
|
|
|
|
174
|
|
|
|
|
|
|
174
|
|
||||||||||||
Forfeiture of shares from employees
|
|
|
|
|
|
—
|
|
|
|
|
(8
|
)
|
|
|
|
(4
|
)
|
|
(12
|
)
|
||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,472
|
|
|
2,472
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
125
|
|
||||||||||||
Balance at May 31, 2013
|
|
178
|
|
|
$
|
—
|
|
|
716
|
|
|
$
|
3
|
|
|
$
|
5,184
|
|
|
$
|
274
|
|
|
$
|
5,620
|
|
|
$
|
11,081
|
|
Stock options exercised
|
|
|
|
|
|
11
|
|
|
|
|
445
|
|
|
|
|
|
|
445
|
|
|||||||||||
Repurchase of Class B Common Stock
|
|
|
|
|
|
(37
|
)
|
|
|
|
(11
|
)
|
|
|
|
(2,617
|
)
|
|
(2,628
|
)
|
||||||||||
Dividends on common stock ($0.93 per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(821
|
)
|
|
(821
|
)
|
||||||||||||
Issuance of shares to employees
|
|
|
|
|
|
2
|
|
|
|
|
78
|
|
|
|
|
|
|
78
|
|
|||||||||||
Stock-based compensation (Note 11)
|
|
|
|
|
|
|
|
|
|
177
|
|
|
|
|
|
|
177
|
|
||||||||||||
Forfeiture of shares from employees
|
|
|
|
|
|
—
|
|
|
|
|
(8
|
)
|
|
|
|
(4
|
)
|
|
(12
|
)
|
||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,693
|
|
|
2,693
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
(189
|
)
|
|
|
|
(189
|
)
|
||||||||||||
Balance at May 31, 2014
|
|
178
|
|
|
$
|
—
|
|
|
692
|
|
|
$
|
3
|
|
|
$
|
5,865
|
|
|
$
|
85
|
|
|
$
|
4,871
|
|
|
$
|
10,824
|
|
Note 1
|
||
Note 2
|
||
Note 3
|
||
Note 4
|
||
Note 5
|
||
Note 6
|
||
Note 7
|
||
Note 8
|
||
Note 9
|
||
Note 10
|
||
Note 11
|
||
Note 12
|
||
Note 13
|
||
Note 14
|
||
Note 15
|
||
Note 16
|
||
Note 17
|
||
Note 18
|
NOTE 1 — Summary of Significant Accounting Policies
|
|
|
NIKE, Inc. Consolidated Statements of Income
|
||||||||||||||||||||||
|
|
Year Ended May 31, 2013
|
|
Year Ended May 31, 2012
|
||||||||||||||||||||
(In millions, except per share data)
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||||||
Total selling and administrative expense
|
|
$
|
7,780
|
|
|
$
|
16
|
|
|
$
|
7,796
|
|
|
$
|
7,065
|
|
|
$
|
14
|
|
|
$
|
7,079
|
|
Income before income taxes
|
|
3,272
|
|
|
(16
|
)
|
|
3,256
|
|
|
3,025
|
|
|
(14
|
)
|
|
3,011
|
|
||||||
Income tax expense
|
|
808
|
|
|
(3
|
)
|
|
805
|
|
|
756
|
|
|
(2
|
)
|
|
754
|
|
||||||
NET INCOME FROM CONTINUING OPERATIONS
|
|
2,464
|
|
|
(13
|
)
|
|
2,451
|
|
|
2,269
|
|
|
(12
|
)
|
|
2,257
|
|
||||||
NET INCOME
|
|
$
|
2,485
|
|
|
$
|
(13
|
)
|
|
$
|
2,472
|
|
|
$
|
2,223
|
|
|
$
|
(12
|
)
|
|
$
|
2,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings per common share
|
|
$
|
2.75
|
|
|
$
|
(0.01
|
)
|
|
$
|
2.74
|
|
|
$
|
2.47
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.45
|
|
Diluted earnings per common share
|
|
$
|
2.69
|
|
|
$
|
(0.01
|
)
|
|
$
|
2.68
|
|
|
$
|
2.42
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share for NIKE Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic earnings per common share
|
|
$
|
2.77
|
|
|
$
|
(0.01
|
)
|
|
$
|
2.76
|
|
|
$
|
2.42
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.40
|
|
Diluted earnings per common share
|
|
$
|
2.71
|
|
|
$
|
(0.01
|
)
|
|
$
|
2.70
|
|
|
$
|
2.37
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.35
|
|
|
|
NIKE, Inc. Consolidated Statements of Comprehensive Income
|
||||||||||||||||||||||
|
|
Year Ended May 31, 2013
|
|
Year Ended May 31, 2012
|
||||||||||||||||||||
(In millions)
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||||||
Net income
|
|
$
|
2,485
|
|
|
$
|
(13
|
)
|
|
$
|
2,472
|
|
|
$
|
2,223
|
|
|
$
|
(12
|
)
|
|
$
|
2,211
|
|
TOTAL COMPREHENSIVE INCOME
|
|
$
|
2,610
|
|
|
$
|
(13
|
)
|
|
$
|
2,597
|
|
|
$
|
2,277
|
|
|
$
|
(12
|
)
|
|
$
|
2,265
|
|
|
|
NIKE, Inc. Consolidated Balance Sheet
|
||||||||||
|
|
May 31, 2013
|
||||||||||
(In millions)
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Inventories
|
|
$
|
3,434
|
|
|
$
|
50
|
|
|
$
|
3,484
|
|
Prepaid expenses and other current assets
|
|
802
|
|
|
(46
|
)
|
|
756
|
|
|||
Total current assets
|
|
13,626
|
|
|
4
|
|
|
13,630
|
|
|||
Identifiable intangible assets, net
|
|
382
|
|
|
(93
|
)
|
|
289
|
|
|||
Deferred income taxes and other assets
|
|
993
|
|
|
50
|
|
|
1,043
|
|
|||
TOTAL ASSETS
|
|
$
|
17,584
|
|
|
$
|
(39
|
)
|
|
$
|
17,545
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
||||||
Notes payable
|
|
$
|
121
|
|
|
$
|
(23
|
)
|
|
$
|
98
|
|
Accounts payable
|
|
1,646
|
|
|
23
|
|
|
1,669
|
|
|||
Accrued liabilities
|
|
1,986
|
|
|
50
|
|
|
2,036
|
|
|||
Income taxes payable
|
|
98
|
|
|
(14
|
)
|
|
84
|
|
|||
Total current liabilities
|
|
3,926
|
|
|
36
|
|
|
3,962
|
|
|||
Retained earnings
|
|
5,695
|
|
|
(75
|
)
|
|
5,620
|
|
|||
Total shareholders’ equity
|
|
11,156
|
|
|
(75
|
)
|
|
11,081
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
17,584
|
|
|
$
|
(39
|
)
|
|
$
|
17,545
|
|
|
|
NIKE, Inc. Consolidated Statements of Cash Flows
|
||||||||||||||||||||||
|
|
Year Ended May 31, 2013
|
|
Year Ended May 31, 2012
|
||||||||||||||||||||
(In millions)
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||||||
Cash provided by operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
$
|
2,485
|
|
|
$
|
(13
|
)
|
|
$
|
2,472
|
|
|
$
|
2,223
|
|
|
$
|
(12
|
)
|
|
$
|
2,211
|
|
Income charges (credits) not affecting cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deferred income taxes
|
|
21
|
|
|
(1
|
)
|
|
20
|
|
|
(60
|
)
|
|
1
|
|
|
(59
|
)
|
||||||
Amortization and other
|
|
75
|
|
|
(9
|
)
|
|
66
|
|
|
32
|
|
|
(9
|
)
|
|
23
|
|
||||||
(Increase) in inventories
|
|
(197
|
)
|
|
(22
|
)
|
|
(219
|
)
|
|
(805
|
)
|
|
(10
|
)
|
|
(815
|
)
|
||||||
Increase in accounts payable, accrued liabilities and income taxes payable
|
|
41
|
|
|
(14
|
)
|
|
27
|
|
|
470
|
|
|
(45
|
)
|
|
425
|
|
||||||
Cash provided by operations
|
|
3,027
|
|
|
(59
|
)
|
|
2,968
|
|
|
1,899
|
|
|
(75
|
)
|
|
1,824
|
|
||||||
Cash (used) provided by investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of short-term investments
|
|
(3,702
|
)
|
|
(431
|
)
|
|
(4,133
|
)
|
|
(2,705
|
)
|
|
(540
|
)
|
|
(3,245
|
)
|
||||||
Maturities of short-term investments
|
|
1,501
|
|
|
162
|
|
|
1,663
|
|
|
2,585
|
|
|
78
|
|
|
2,663
|
|
||||||
Sales of short-term investments
|
|
998
|
|
|
332
|
|
|
1,330
|
|
|
1,244
|
|
|
477
|
|
|
1,721
|
|
||||||
Additions to property, plant and equipment
|
|
(636
|
)
|
|
38
|
|
|
(598
|
)
|
|
(597
|
)
|
|
34
|
|
|
(563
|
)
|
||||||
Increase in other assets, net of other liabilities
|
|
(28
|
)
|
|
26
|
|
|
(2
|
)
|
|
(37
|
)
|
|
23
|
|
|
(14
|
)
|
||||||
Cash (used) provided by investing activities
|
|
(1,067
|
)
|
|
127
|
|
|
(940
|
)
|
|
514
|
|
|
72
|
|
|
586
|
|
||||||
Cash used by financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in notes payable
|
|
15
|
|
|
(5
|
)
|
|
10
|
|
|
(65
|
)
|
|
18
|
|
|
(47
|
)
|
||||||
Cash used by financing activities
|
|
(1,040
|
)
|
|
(5
|
)
|
|
(1,045
|
)
|
|
(2,118
|
)
|
|
18
|
|
|
(2,100
|
)
|
||||||
Net (decrease) increase in cash and equivalents
|
|
1,020
|
|
|
63
|
|
|
1,083
|
|
|
362
|
|
|
15
|
|
|
377
|
|
||||||
Cash and equivalents, beginning of year
|
|
2,317
|
|
|
(63
|
)
|
|
2,254
|
|
|
1,955
|
|
|
(78
|
)
|
|
1,877
|
|
||||||
CASH AND EQUIVALENTS, END OF YEAR
|
|
$
|
3,337
|
|
|
$
|
—
|
|
|
$
|
3,337
|
|
|
$
|
2,317
|
|
|
$
|
(63
|
)
|
|
$
|
2,254
|
|
|
|
NIKE, Inc. Consolidated Statements of Shareholders' Equity
|
||||||||||||||||||||||
|
|
Retained Earnings
|
|
Total Shareholders' Equity
|
||||||||||||||||||||
(In millions)
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
|
As Reported
|
|
Adjustment
|
|
As Revised
|
||||||||||||
Balance at May 31, 2011
|
|
$
|
5,801
|
|
|
$
|
(50
|
)
|
|
$
|
5,751
|
|
|
$
|
9,843
|
|
|
$
|
(50
|
)
|
|
$
|
9,793
|
|
Net income
|
|
2,223
|
|
|
(12
|
)
|
|
2,211
|
|
|
2,223
|
|
|
(12
|
)
|
|
2,211
|
|
||||||
Balance at May 31, 2012
|
|
$
|
5,588
|
|
|
$
|
(62
|
)
|
|
$
|
5,526
|
|
|
$
|
10,381
|
|
|
$
|
(62
|
)
|
|
$
|
10,319
|
|
Net income
|
|
2,485
|
|
|
(13
|
)
|
|
2,472
|
|
|
2,485
|
|
|
(13
|
)
|
|
2,472
|
|
||||||
Balance at May 31, 2013
|
|
$
|
5,695
|
|
|
$
|
(75
|
)
|
|
$
|
5,620
|
|
|
$
|
11,156
|
|
|
$
|
(75
|
)
|
|
$
|
11,081
|
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.
|
NOTE 2 — Inventories
|
NOTE 3 — Property, Plant and Equipment
|
|
|
As of May 31,
|
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
270
|
|
|
$
|
268
|
|
Buildings
|
|
1,261
|
|
|
1,174
|
|
||
Machinery, equipment and internal-use software
|
|
3,376
|
|
|
2,985
|
|
||
Leasehold improvements
|
|
1,066
|
|
|
945
|
|
||
Construction in process
|
|
247
|
|
|
128
|
|
||
Total property, plant and equipment, gross
|
|
6,220
|
|
|
5,500
|
|
||
Less accumulated depreciation
|
|
3,386
|
|
|
3,048
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET
|
|
$
|
2,834
|
|
|
$
|
2,452
|
|
NOTE 4 — Identifiable Intangible Assets and Goodwill
|
|
|
As of May 31, 2014
|
|
As of May 31, 2013
|
||||||||||||||||||||
(In millions)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||||||||
Acquired trademarks and other
|
|
$
|
39
|
|
|
$
|
(39
|
)
|
|
$
|
—
|
|
|
$
|
43
|
|
|
$
|
(36
|
)
|
|
$
|
7
|
|
Indefinite-lived trademarks
|
|
|
|
|
|
282
|
|
|
|
|
|
|
282
|
|
||||||||||
IDENTIFIABLE INTANGIBLE
ASSETS, NET
|
|
|
|
|
|
$
|
282
|
|
|
|
|
|
|
$
|
289
|
|
NOTE 5 — Accrued Liabilities
|
|
|
As of May 31,
|
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Compensation and benefits, excluding taxes
|
|
$
|
782
|
|
|
$
|
713
|
|
Endorsement compensation
|
|
328
|
|
|
264
|
|
||
Dividends payable
|
|
209
|
|
|
188
|
|
||
Taxes other than income taxes
|
|
204
|
|
|
192
|
|
||
Advertising and marketing
|
|
133
|
|
|
77
|
|
||
Import and logistics costs
|
|
127
|
|
|
111
|
|
||
Fair value of derivatives
|
|
85
|
|
|
34
|
|
||
Other
(1)
|
|
623
|
|
|
457
|
|
||
TOTAL ACCRUED LIABILITIES
|
|
$
|
2,491
|
|
|
$
|
2,036
|
|
(1)
|
Other consists of various accrued expenses with no individual item accounting for more than
5%
of the total Accrued liabilities balance at
May 31, 2014
and
2013
.
|
NOTE 6 — Fair Value Measurements
|
|
As of May 31, 2014
|
|||||||||||||||
(In millions)
|
|
Assets at Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-term Investments
|
|
Other Long-term Assets
|
||||||||
Cash
|
|
$
|
780
|
|
|
$
|
780
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
1,137
|
|
|
151
|
|
|
986
|
|
|
—
|
|
||||
Level 2:
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
|
227
|
|
|
227
|
|
|
—
|
|
|
—
|
|
||||
U.S. Agency securities
|
|
1,027
|
|
|
25
|
|
|
1,002
|
|
|
—
|
|
||||
Commercial paper and bonds
|
|
959
|
|
|
25
|
|
|
934
|
|
|
—
|
|
||||
Money market funds
|
|
1,012
|
|
|
1,012
|
|
|
—
|
|
|
—
|
|
||||
Total level 2
|
|
3,225
|
|
|
1,289
|
|
|
1,936
|
|
|
—
|
|
||||
Level 3:
|
|
|
|
|
|
|
|
|
||||||||
Non-marketable preferred stock
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
TOTAL
|
|
$
|
5,149
|
|
|
$
|
2,220
|
|
|
$
|
2,922
|
|
|
$
|
7
|
|
|
As of May 31, 2013
|
|||||||||||||||
(In millions)
|
|
Assets at Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-term Investments
|
|
Other Long-term Assets
|
||||||||
Cash
|
|
$
|
663
|
|
|
$
|
663
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
2,008
|
|
|
425
|
|
|
1,583
|
|
|
—
|
|
||||
Level 2:
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
|
358
|
|
|
358
|
|
|
—
|
|
|
—
|
|
||||
U.S. Agency securities
(1)
|
|
1,026
|
|
|
395
|
|
|
631
|
|
|
—
|
|
||||
Commercial paper and bonds
(1)
|
|
1,074
|
|
|
660
|
|
|
414
|
|
|
—
|
|
||||
Money market funds
|
|
836
|
|
|
836
|
|
|
—
|
|
|
—
|
|
||||
Total level 2
|
|
3,294
|
|
|
2,249
|
|
|
1,045
|
|
|
—
|
|
||||
Level 3:
|
|
|
|
|
|
|
|
|
||||||||
Non-marketable preferred stock
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
TOTAL
|
|
$
|
5,970
|
|
|
$
|
3,337
|
|
|
$
|
2,628
|
|
|
$
|
5
|
|
(1)
|
Amounts have been revised to reflect proper classification between U.S. Agency securities and commercial paper and bonds.
|
|
As of May 31, 2014
|
|||||||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
(In millions)
|
|
Assets at Fair Value
|
|
Other Current Assets
|
|
Other Long-term Assets
|
|
Liabilities at Fair Value
|
|
Accrued Liabilities
|
|
Other Long-term Liabilities
|
||||||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards and options
(1)
|
|
$
|
127
|
|
|
$
|
101
|
|
|
$
|
26
|
|
|
$
|
85
|
|
|
$
|
84
|
|
|
$
|
1
|
|
Interest rate swap contracts
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
TOTAL
|
|
$
|
133
|
|
|
$
|
101
|
|
|
$
|
32
|
|
|
$
|
85
|
|
|
$
|
84
|
|
|
$
|
1
|
|
(1)
|
The Company’s derivative financial instruments are subject to master netting arrangements that allow for the offset of assets and liabilities in the event of default or early termination of the contract. The Company elects to record the gross assets and liabilities of its derivative financial instruments in the Consolidated Balance Sheets. If the derivative financial instruments had been netted in the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by
$63 million
. No material amounts of collateral were received or posted on the Company’s derivative assets and liabilities as of May 31, 2014.
|
|
As of May 31, 2013
|
|||||||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
(In millions)
|
|
Assets at Fair Value
|
|
Other Current Assets
|
|
Other Long-term Assets
|
|
Liabilities at Fair Value
|
|
Accrued Liabilities
|
|
Other Long-term Liabilities
|
||||||||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards and options
(1)
|
|
$
|
278
|
|
|
$
|
199
|
|
|
$
|
79
|
|
|
$
|
34
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
TOTAL
|
|
$
|
289
|
|
|
$
|
199
|
|
|
$
|
90
|
|
|
$
|
34
|
|
|
$
|
34
|
|
|
$
|
—
|
|
(1)
|
The Company’s derivative financial instruments are subject to master netting arrangements that allow for the offset of assets and liabilities in the event of default or early termination of the contract. The Company elects to record the gross assets and liabilities of its derivative financial instruments in the Consolidated Balance Sheets. If the derivative financial instruments had been netted in the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by
$34 million
. No material amounts of collateral were received or posted on the Company’s derivative assets and liabilities as of May 31, 2013.
|
NOTE 7 — Short-Term Borrowings and Credit Lines
|
|
|
As of May 31,
|
|
|||||||||||||
|
|
2014
|
|
|
2013
|
|
||||||||||
(Dollars in millions)
|
|
Borrowings
|
|
|
Interest Rate
|
|
|
|
Borrowings
|
|
|
Interest Rate
|
|
|
||
Notes payable:
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. operations
|
|
$
|
—
|
|
|
0.00
|
%
|
(1)
|
|
$
|
—
|
|
|
0.00
|
%
|
(1)
|
Non-U.S. operations
|
|
167
|
|
|
10.04
|
%
|
(1)
|
|
98
|
|
|
4.94
|
%
|
(1)
|
||
TOTAL NOTES PAYABLE
|
|
$
|
167
|
|
|
|
|
|
$
|
98
|
|
|
|
|
||
Interest-Bearing Accounts Payable:
|
|
|
|
|
|
|
|
|
|
|
||||||
Sojitz America
|
|
$
|
60
|
|
|
0.94
|
%
|
|
|
$
|
55
|
|
|
0.99
|
%
|
|
(1)
|
Weighted average interest rate includes non-interest bearing overdrafts.
|
NOTE 8 — Long-Term Debt
|
|
|
|
|
|
|
|
|
Book Value Outstanding
As of May 31,
|
|||||||||
Scheduled Maturity (Dollars and Yen in millions)
|
|
Original
Principal
|
|
Interest
Rate
|
|
Interest
Payments
|
|
2014
|
|
2013
|
|||||||
Corporate Bond Payables:
(4)
|
|
|
|
|
|
|
|
|
|
|
|||||||
October 1, 2013
|
|
$
|
50
|
|
|
4.70
|
%
|
|
Semi-Annually
|
|
$
|
—
|
|
|
$
|
50
|
|
October 15, 2015
(1)
|
|
$
|
100
|
|
|
5.15
|
%
|
|
Semi-Annually
|
|
108
|
|
|
111
|
|
||
May 1, 2023
(5)
|
|
$
|
500
|
|
|
2.25
|
%
|
|
Semi-Annually
|
|
499
|
|
|
499
|
|
||
May 1, 2043
(5)
|
|
$
|
500
|
|
|
3.63
|
%
|
|
Semi-Annually
|
|
499
|
|
|
499
|
|
||
Promissory Notes:
|
|
|
|
|
|
|
|
|
|
|
|||||||
April 1, 2017
(2)
|
|
$
|
40
|
|
|
6.20
|
%
|
|
Monthly
|
|
39
|
|
|
40
|
|
||
January 1, 2018
(2)
|
|
$
|
19
|
|
|
6.79
|
%
|
|
Monthly
|
|
19
|
|
|
19
|
|
||
Japanese Yen Notes:
|
|
|
|
|
|
|
|
|
|
|
|||||||
August 20, 2001 through November 20, 2020
(3)
|
|
¥
|
9,000
|
|
|
2.60
|
%
|
|
Quarterly
|
|
29
|
|
|
34
|
|
||
August 20, 2001 through November 20, 2020
(3)
|
|
¥
|
4,000
|
|
|
2.00
|
%
|
|
Quarterly
|
|
13
|
|
|
15
|
|
||
Total
|
|
|
|
|
|
|
|
1,206
|
|
|
1,267
|
|
|||||
Less current maturities
|
|
|
|
|
|
|
|
|
|
7
|
|
|
57
|
|
|||
TOTAL LONG-TERM DEBT
|
|
|
|
|
|
|
|
$
|
1,199
|
|
|
$
|
1,210
|
|
(1)
|
The Company has entered into interest rate swap agreements whereby the Company receives fixed interest payments at the same rate as the note and pays variable interest payments based on the
six
-month LIBOR plus a spread. The swaps have the same notional amount and maturity date as the corresponding note. At
May 31, 2014
, the interest rates payable on these swap agreements ranged from approximately
0.2%
to
0.4%
.
|
(2)
|
On May 30, 2013, the Company assumed a total of
$59 million
in bonds payable as part of its agreement to purchase certain Corporate properties; this was treated as a non-cash financing transaction. The property serves as collateral for the debt. The purchase of these properties was accounted for as a business combination where the total consideration of
$85 million
was allocated to the land and buildings acquired; no other tangible or intangible assets or liabilities resulted from the purchase. The bonds mature in 2017 and 2018 and the Company does not have the ability to re-negotiate the terms of the debt agreements and would incur significant financial penalties if the notes were paid off prior to maturity.
|
(3)
|
NIKE Logistics YK assumed a total of
¥13.0 billion
in loans as part of its agreement to purchase a distribution center in Japan, which serves as collateral for the loans. These loans mature in equal quarterly installments during the period
August 20, 2001
through
November 20, 2020
.
|
(4)
|
These senior unsecured obligations rank equally with the Company's other unsecured and unsubordinated indebtedness.
|
(5)
|
The bonds are redeemable at the Company's option prior to February 1, 2023 and November 1, 2042, respectively, at a price equal to the greater of (i)
100%
of the aggregate principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. Subsequent to February 1, 2023 and November 1, 2042, respectively, the bonds also feature a par call provision which allows for the bonds to be redeemed at a price equal to 100% of the aggregate principal amount of the notes being redeemed, plus accrued and unpaid interest.
|
NOTE 9 — Income Taxes
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
3,066
|
|
|
$
|
1,231
|
|
|
$
|
799
|
|
Foreign
|
|
478
|
|
|
2,025
|
|
|
2,212
|
|
|||
TOTAL INCOME BEFORE INCOME TAXES
|
|
$
|
3,544
|
|
|
$
|
3,256
|
|
|
$
|
3,011
|
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
United States
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
371
|
|
|
$
|
432
|
|
|
$
|
286
|
|
State
|
|
93
|
|
|
69
|
|
|
51
|
|
|||
Foreign
|
|
398
|
|
|
398
|
|
|
488
|
|
|||
Total
|
|
862
|
|
|
899
|
|
|
825
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
United States
|
|
|
|
|
|
|
||||||
Federal
|
|
8
|
|
|
—
|
|
|
(47
|
)
|
|||
State
|
|
(3
|
)
|
|
(4
|
)
|
|
5
|
|
|||
Foreign
|
|
(16
|
)
|
|
(90
|
)
|
|
(29
|
)
|
|||
Total
|
|
(11
|
)
|
|
(94
|
)
|
|
(71
|
)
|
|||
TOTAL INCOME TAX EXPENSE
|
|
$
|
851
|
|
|
$
|
805
|
|
|
$
|
754
|
|
|
|
Year Ended May 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Federal income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
1.8
|
%
|
|
1.4
|
%
|
|
1.3
|
%
|
Foreign earnings
|
|
2.2
|
%
|
|
-11.8
|
%
|
|
-11.9
|
%
|
Deferred charge
|
|
-14.6
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Other, net
|
|
-0.4
|
%
|
|
0.1
|
%
|
|
0.6
|
%
|
EFFECTIVE INCOME TAX RATE
|
|
24.0
|
%
|
|
24.7
|
%
|
|
25.0
|
%
|
|
|
As of May 31,
|
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for doubtful accounts
|
|
$
|
11
|
|
|
$
|
20
|
|
Inventories
|
|
49
|
|
|
40
|
|
||
Sales return reserves
|
|
113
|
|
|
101
|
|
||
Deferred compensation
|
|
211
|
|
|
197
|
|
||
Stock-based compensation
|
|
162
|
|
|
140
|
|
||
Reserves and accrued liabilities
|
|
95
|
|
|
66
|
|
||
Foreign loss carry-forwards
|
|
16
|
|
|
19
|
|
||
Foreign tax credit carry-forwards
|
|
—
|
|
|
106
|
|
||
Undistributed earnings of foreign subsidiaries
|
|
194
|
|
|
147
|
|
||
Other
|
|
51
|
|
|
47
|
|
||
Total deferred tax assets
|
|
902
|
|
|
883
|
|
||
Valuation allowance
|
|
(9
|
)
|
|
(5
|
)
|
||
Total deferred tax assets after valuation allowance
|
|
893
|
|
|
878
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
(237
|
)
|
|
(241
|
)
|
||
Intangibles
|
|
(94
|
)
|
|
(78
|
)
|
||
Other
|
|
(2
|
)
|
|
(20
|
)
|
||
Total deferred tax liability
|
|
(333
|
)
|
|
(339
|
)
|
||
NET DEFERRED TAX ASSET
|
|
$
|
560
|
|
|
$
|
539
|
|
|
|
As of May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefits, as of the beginning of the period
|
|
$
|
447
|
|
|
$
|
285
|
|
|
$
|
212
|
|
Gross increases related to prior period tax positions
(1)
|
|
814
|
|
|
77
|
|
|
48
|
|
|||
Gross decreases related to prior period tax positions
(1)
|
|
(166
|
)
|
|
(3
|
)
|
|
(25
|
)
|
|||
Gross increases related to current period tax positions
|
|
125
|
|
|
130
|
|
|
91
|
|
|||
Gross decreases related to current period tax positions
|
|
(30
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||
Settlements
(1)
|
|
(676
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Lapse of statute of limitations
|
|
(4
|
)
|
|
(21
|
)
|
|
(9
|
)
|
|||
Changes due to currency translation
|
|
(4
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|||
UNRECOGNIZED TAX BENEFITS, AS OF THE END OF THE PERIOD
|
|
$
|
506
|
|
|
$
|
447
|
|
|
$
|
285
|
|
(1)
|
During the fourth quarter of the fiscal year ended
May 31, 2014
, the Company reached a resolution with the IRS on a U.S. Unilateral Advanced Pricing Agreement that covers intercompany transfer pricing for fiscal years 2011 through 2020. As a result, the Company recorded a gross increase in unrecognized tax benefits related to prior period tax positions, a gross decrease in unrecognized tax benefits related to prior period tax positions, and a settlement. The net impact of these items resulted in a decrease to unrecognized tax benefits.
|
|
|
Year Ending May 31,
|
||||||||||||||||||||||||||
(In millions)
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019-2034
|
|
Indefinite
|
|
|
Total
|
|
||||||||||||
Net operating losses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
37
|
|
|
$
|
12
|
|
|
$
|
55
|
|
NOTE 10 — Redeemable Preferred Stock
|
NOTE 11 — Common Stock and Stock-Based Compensation
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
(1)
|
|
$
|
125
|
|
|
$
|
123
|
|
|
$
|
96
|
|
ESPPs
|
|
22
|
|
|
19
|
|
|
16
|
|
|||
Restricted stock
|
|
30
|
|
|
32
|
|
|
18
|
|
|||
TOTAL STOCK-BASED COMPENSATION EXPENSE
|
|
$
|
177
|
|
|
$
|
174
|
|
|
$
|
130
|
|
(1)
|
Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. Accelerated stock option expense for years ended
May 31, 2014
,
2013
, and
2012
was
$15 million
,
$22 million
, and
$17 million
, respectively.
|
|
|
Year Ended May 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Dividend yield
|
|
1.3
|
%
|
|
1.5
|
%
|
|
1.4
|
%
|
Expected volatility
|
|
27.9
|
%
|
|
35.0
|
%
|
|
29.5
|
%
|
Weighted average expected life (in years)
|
|
5.3
|
|
|
5.3
|
|
|
5.0
|
|
Risk-free interest rate
|
|
1.3
|
%
|
|
0.6
|
%
|
|
1.4
|
%
|
|
|
Shares
(1)
|
|
Weighted Average
Option Price
|
|||
|
|
(In millions)
|
|
|
|
||
Options outstanding May 31, 2011
|
|
69.6
|
|
|
$
|
25.65
|
|
Exercised
|
|
(18.0
|
)
|
|
22.81
|
|
|
Forfeited
|
|
(1.0
|
)
|
|
35.61
|
|
|
Granted
|
|
13.7
|
|
|
45.87
|
|
|
Options outstanding May 31, 2012
|
|
64.3
|
|
|
$
|
30.59
|
|
Exercised
|
|
(9.9
|
)
|
|
24.70
|
|
|
Forfeited
|
|
(1.3
|
)
|
|
40.14
|
|
|
Granted
|
|
14.6
|
|
|
46.55
|
|
|
Options outstanding May 31, 2013
|
|
67.7
|
|
|
$
|
34.72
|
|
Exercised
|
|
(11.0
|
)
|
|
28.29
|
|
|
Forfeited
|
|
(1.3
|
)
|
|
48.33
|
|
|
Granted
|
|
8.1
|
|
|
63.54
|
|
|
Options outstanding May 31, 2014
|
|
63.5
|
|
|
$
|
39.28
|
|
Options exercisable at May 31,
|
|
|
|
|
|||
2012
|
|
33.9
|
|
|
$
|
24.38
|
|
2013
|
|
35.9
|
|
|
27.70
|
|
|
2014
|
|
37.0
|
|
|
31.42
|
|
(1)
|
Includes stock appreciation rights transactions.
|
NOTE 12 — Earnings Per Share
|
|
|
Year Ended May 31,
|
||||||||||
(In millions, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Determination of shares:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
883.4
|
|
|
897.3
|
|
|
920.0
|
|
|||
Assumed conversion of dilutive stock options and awards
|
|
22.4
|
|
|
19.1
|
|
|
19.6
|
|
|||
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
|
905.8
|
|
|
916.4
|
|
|
939.6
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share from continuing operations:
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
$
|
3.05
|
|
|
$
|
2.74
|
|
|
$
|
2.45
|
|
Diluted earnings per common share
|
|
$
|
2.97
|
|
|
$
|
2.68
|
|
|
$
|
2.40
|
|
|
|
|
|
|
|
|
||||||
Earnings per share from discontinued operations:
|
|
|
|
|
|
|
||||||
Basic earnings per common share
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
Diluted earnings per common share
|
|
$
|
—
|
|
|
$
|
0.02
|
|
|
$
|
(0.05
|
)
|
|
|
|
|
|
|
|
||||||
Basic earnings per common share for NIKE, Inc.
|
|
$
|
3.05
|
|
|
$
|
2.76
|
|
|
$
|
2.40
|
|
Diluted earnings per common share for NIKE, Inc.
|
|
$
|
2.97
|
|
|
$
|
2.70
|
|
|
$
|
2.35
|
|
NOTE 13 — Benefit Plans
|
NOTE 14 — Accumulated Other Comprehensive Income
|
(In millions)
|
|
Foreign Currency Translation Adjustment
(1)
|
|
Cash Flow Hedges
|
|
Net Investment Hedges
(1)
|
|
Other
|
|
Total
|
||||||||||
Balance at May 31, 2013
|
|
$
|
41
|
|
|
$
|
193
|
|
|
$
|
95
|
|
|
$
|
(55
|
)
|
|
$
|
274
|
|
Other comprehensive gains (losses) before reclassifications
(2)
|
|
(32
|
)
|
|
(134
|
)
|
|
—
|
|
|
—
|
|
|
(166
|
)
|
|||||
Reclassifications to net income of previously deferred (gains) losses
(3)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
4
|
|
|
(23
|
)
|
|||||
Other comprehensive income (loss)
|
|
(32
|
)
|
|
(161
|
)
|
|
—
|
|
|
4
|
|
|
(189
|
)
|
|||||
Balance at May 31, 2014
|
|
$
|
9
|
|
|
$
|
32
|
|
|
$
|
95
|
|
|
$
|
(51
|
)
|
|
$
|
85
|
|
(1)
|
The accumulated foreign currency translation adjustment and net investment hedge gains/losses related to an investment in a foreign subsidiary are reclassified to Net income upon sale or upon complete or substantially complete liquidation of the respective entity.
|
(2)
|
Net of tax benefit of $
0 million
, $
9 million
, $
0 million
, $
0 million
, and $
9 million
, respectively.
|
(3)
|
Net of tax expense of $
0 million
, $
9 million
, $
0 million
, $
0 million
, and $
9 million
, respectively.
|
|
|
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
|
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
||
|
|
|
||||
(In millions)
|
|
Year Ended May 31, 2014
|
|
|||
Gains on cash flow hedges:
|
|
|
|
|
||
Foreign exchange forwards and options
|
|
$
|
14
|
|
|
Revenues
|
Foreign exchange forwards and options
|
|
12
|
|
|
Cost of sales
|
|
Foreign exchange forwards and options
|
|
—
|
|
|
Total selling and administrative expense
|
|
Foreign exchange forwards and options
|
|
10
|
|
|
Other expense (income), net
|
|
Total before tax
|
|
36
|
|
|
|
|
Tax expense
|
|
(9
|
)
|
|
|
|
Gain, net of tax
|
|
27
|
|
|
|
|
Losses on other
|
|
(4
|
)
|
|
Other expense (income), net
|
|
Total before tax
|
|
(4
|
)
|
|
|
|
Tax expense
|
|
—
|
|
|
|
|
Loss, net of tax
|
|
(4
|
)
|
|
|
|
Total net gain reclassified for the period
|
|
$
|
23
|
|
|
|
NOTE 15 — Discontinued Operations
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
$
|
—
|
|
|
$
|
523
|
|
|
$
|
796
|
|
Income (loss) before income taxes
|
|
—
|
|
|
108
|
|
|
(43
|
)
|
|||
Income tax expense
|
|
—
|
|
|
87
|
|
|
3
|
|
|||
Net income (loss) from discontinued operations
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
(46
|
)
|
|
|
As of May 31,
|
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
1
|
|
Accrued liabilities
|
|
—
|
|
|
17
|
|
||
TOTAL LIABILITIES
|
|
$
|
—
|
|
|
$
|
18
|
|
NOTE 16 — Commitments and Contingencies
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating leases
|
|
$
|
427
|
|
|
$
|
399
|
|
|
$
|
366
|
|
|
$
|
311
|
|
|
$
|
251
|
|
|
$
|
1,050
|
|
|
$
|
2,804
|
|
Capital leases
|
|
$
|
36
|
|
|
$
|
35
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
74
|
|
NOTE 17 — Risk Management and Derivatives
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
(In millions)
|
|
Balance Sheet
Location
|
|
2014
|
|
2013
|
|
Balance Sheet
Location
|
|
2014
|
|
2013
|
||||||||
Derivatives formally designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forwards and options
|
|
Prepaid expenses and other current assets
|
|
$
|
76
|
|
|
$
|
141
|
|
|
Accrued liabilities
|
|
$
|
57
|
|
|
$
|
12
|
|
Foreign exchange forwards and options
|
|
Deferred income taxes and other assets
|
|
26
|
|
|
79
|
|
|
Deferred income taxes and other liabilities
|
|
1
|
|
|
—
|
|
||||
Interest rate swap contracts
|
|
Deferred income taxes and other assets
|
|
6
|
|
|
11
|
|
|
Deferred income taxes and other liabilities
|
|
—
|
|
|
—
|
|
||||
Total derivatives formally designated as hedging instruments
|
|
|
|
108
|
|
|
231
|
|
|
|
|
58
|
|
|
12
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forwards and options
|
|
Prepaid expenses and other current assets
|
|
25
|
|
|
58
|
|
|
Accrued liabilities
|
|
27
|
|
|
22
|
|
||||
Total derivatives not designated as hedging instruments
|
|
|
|
25
|
|
|
58
|
|
|
|
|
27
|
|
|
22
|
|
||||
TOTAL DERIVATIVES
|
|
|
|
$
|
133
|
|
|
$
|
289
|
|
|
|
|
$
|
85
|
|
|
$
|
34
|
|
(In millions)
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
on Derivatives
(1)
|
|
Amount of Gain (Loss)
Reclassified From Accumulated
Other Comprehensive Income into Income
(1)
|
|||||||||||||||||||||||
Year Ended May 31,
|
|
Location of Gain (Loss) Reclassified From
Accumulated Other Comprehensive Income Into Income
(1)
|
|
Year Ended May 31,
|
|||||||||||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign exchange forwards and options
|
|
$
|
(48
|
)
|
|
$
|
42
|
|
|
$
|
(29
|
)
|
|
Revenues
|
|
|
$
|
14
|
|
|
$
|
(19
|
)
|
|
$
|
5
|
|
Foreign exchange forwards and options
|
|
(78
|
)
|
|
67
|
|
|
253
|
|
|
Cost of sales
|
|
|
12
|
|
|
113
|
|
|
(57
|
)
|
||||||
Foreign exchange forwards and options
|
|
4
|
|
|
(3
|
)
|
|
3
|
|
|
Total selling and administrative expense
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
||||||
Foreign exchange forwards and options
|
|
(21
|
)
|
|
33
|
|
|
36
|
|
|
Other expense (income), net
|
|
|
10
|
|
|
9
|
|
|
(9
|
)
|
||||||
Total designated cash flow hedges
|
|
$
|
(143
|
)
|
|
$
|
139
|
|
|
$
|
263
|
|
|
|
|
$
|
36
|
|
|
$
|
105
|
|
|
$
|
(63
|
)
|
|
Derivatives designated as net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Foreign exchange forwards and options
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
|
Other expense (income), net
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
For the years ended
May 31, 2014
,
2013
, and
2012
, the amounts recorded in
Other expense (income), net
as a result of hedge ineffectiveness and the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.
|
|
|
Amount of Gain (Loss) Recognized in
Income on Derivatives
|
|
Location of Gain (Loss)
Recognized in Income on Derivatives
|
||||||||||
|
|
Year Ended May 31,
|
|
|||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
|
|||||||
Derivatives designated as fair value hedges:
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
(1)
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
6
|
|
|
Interest expense (income), net
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange forwards and options
|
|
$
|
(75
|
)
|
|
$
|
51
|
|
|
$
|
64
|
|
|
Other expense (income), net
|
Embedded derivatives
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
Other expense (income), net
|
(1)
|
All interest rate swap agreements meet the shortcut method requirements under the accounting standards for derivatives and hedging. Accordingly, changes in the fair values of the interest rate swap agreements are considered to exactly offset changes in the fair value of the underlying long-term debt. Refer to “Fair Value Hedges” in this note for additional detail.
|
NOTE 18 — Operating Segments and Related Information
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
REVENUE
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
12,299
|
|
|
$
|
11,158
|
|
|
$
|
9,538
|
|
Western Europe
|
|
4,979
|
|
|
4,193
|
|
|
4,212
|
|
|||
Central & Eastern Europe
|
|
1,387
|
|
|
1,229
|
|
|
1,146
|
|
|||
Greater China
|
|
2,602
|
|
|
2,478
|
|
|
2,561
|
|
|||
Japan
|
|
771
|
|
|
876
|
|
|
920
|
|
|||
Emerging Markets
|
|
3,949
|
|
|
3,832
|
|
|
3,523
|
|
|||
Global Brand Divisions
|
|
125
|
|
|
115
|
|
|
111
|
|
|||
Total NIKE Brand
|
|
26,112
|
|
|
23,881
|
|
|
22,011
|
|
|||
Converse
|
|
1,684
|
|
|
1,449
|
|
|
1,324
|
|
|||
Corporate
|
|
3
|
|
|
(17
|
)
|
|
(4
|
)
|
|||
TOTAL NIKE CONSOLIDATED REVENUES
|
|
$
|
27,799
|
|
|
$
|
25,313
|
|
|
$
|
23,331
|
|
EARNINGS BEFORE INTEREST AND TAXES
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
3,075
|
|
|
$
|
2,641
|
|
|
$
|
2,092
|
|
Western Europe
|
|
855
|
|
|
643
|
|
|
599
|
|
|||
Central & Eastern Europe
|
|
279
|
|
|
234
|
|
|
209
|
|
|||
Greater China
|
|
816
|
|
|
813
|
|
|
913
|
|
|||
Japan
|
|
131
|
|
|
139
|
|
|
135
|
|
|||
Emerging Markets
|
|
955
|
|
|
988
|
|
|
826
|
|
|||
Global Brand Divisions
|
|
(2,021
|
)
|
|
(1,746
|
)
|
|
(1,479
|
)
|
|||
Total NIKE Brand
|
|
4,090
|
|
|
3,712
|
|
|
3,295
|
|
|||
Converse
|
|
496
|
|
|
425
|
|
|
394
|
|
|||
Corporate
|
|
(1,009
|
)
|
|
(884
|
)
|
|
(674
|
)
|
|||
Total NIKE Consolidated Earnings Before Interest and Taxes
|
|
3,577
|
|
|
3,253
|
|
|
3,015
|
|
|||
Interest expense (income), net
|
|
33
|
|
|
(3
|
)
|
|
4
|
|
|||
TOTAL NIKE CONSOLIDATED EARNINGS BEFORE TAXES
|
|
$
|
3,544
|
|
|
$
|
3,256
|
|
|
$
|
3,011
|
|
ADDITIONS TO LONG-LIVED ASSETS
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
240
|
|
|
$
|
132
|
|
|
$
|
139
|
|
Western Europe
|
|
120
|
|
|
75
|
|
|
93
|
|
|||
Central & Eastern Europe
|
|
19
|
|
|
22
|
|
|
20
|
|
|||
Greater China
|
|
63
|
|
|
52
|
|
|
38
|
|
|||
Japan
|
|
9
|
|
|
7
|
|
|
14
|
|
|||
Emerging Markets
|
|
55
|
|
|
50
|
|
|
27
|
|
|||
Global Brand Divisions
|
|
225
|
|
|
270
|
|
|
220
|
|
|||
Total NIKE Brand
|
|
731
|
|
|
608
|
|
|
551
|
|
|||
Converse
|
|
30
|
|
|
20
|
|
|
11
|
|
|||
Corporate
|
|
161
|
|
|
153
|
|
|
25
|
|
|||
TOTAL ADDITIONS TO LONG-LIVED ASSETS
|
|
$
|
922
|
|
|
$
|
781
|
|
|
$
|
587
|
|
DEPRECIATION
|
|
|
|
|
|
|
||||||
North America
|
|
$
|
109
|
|
|
$
|
92
|
|
|
$
|
85
|
|
Western Europe
|
|
71
|
|
|
68
|
|
|
62
|
|
|||
Central & Eastern Europe
|
|
11
|
|
|
9
|
|
|
6
|
|
|||
Greater China
|
|
38
|
|
|
32
|
|
|
25
|
|
|||
Japan
|
|
19
|
|
|
22
|
|
|
23
|
|
|||
Emerging Markets
|
|
25
|
|
|
20
|
|
|
16
|
|
|||
Global Brand Divisions
|
|
175
|
|
|
122
|
|
|
85
|
|
|||
Total NIKE Brand
|
|
448
|
|
|
365
|
|
|
302
|
|
|||
Converse
|
|
16
|
|
|
15
|
|
|
14
|
|
|||
Corporate
|
|
54
|
|
|
38
|
|
|
37
|
|
|||
TOTAL DEPRECIATION
|
|
$
|
518
|
|
|
$
|
418
|
|
|
$
|
353
|
|
|
|
As of May 31,
|
||||||
(In millions)
|
|
2014
|
|
2013
|
||||
ACCOUNTS RECEIVABLE, NET
|
|
|
|
|
||||
North America
|
|
$
|
1,505
|
|
|
$
|
1,459
|
|
Western Europe
|
|
341
|
|
|
375
|
|
||
Central & Eastern Europe
|
|
280
|
|
|
287
|
|
||
Greater China
|
|
68
|
|
|
56
|
|
||
Japan
|
|
162
|
|
|
154
|
|
||
Emerging Markets
|
|
819
|
|
|
574
|
|
||
Global Brand Divisions
|
|
71
|
|
|
30
|
|
||
Total NIKE Brand
|
|
3,246
|
|
|
2,935
|
|
||
Converse
|
|
171
|
|
|
131
|
|
||
Corporate
|
|
17
|
|
|
51
|
|
||
TOTAL ACCOUNTS RECEIVABLE, NET
|
|
$
|
3,434
|
|
|
$
|
3,117
|
|
INVENTORIES
|
|
|
|
|
||||
North America
|
|
$
|
1,758
|
|
|
$
|
1,626
|
|
Western Europe
|
|
711
|
|
|
560
|
|
||
Central & Eastern Europe
|
|
271
|
|
|
207
|
|
||
Greater China
|
|
221
|
|
|
209
|
|
||
Japan
|
|
94
|
|
|
69
|
|
||
Emerging Markets
|
|
633
|
|
|
567
|
|
||
Global Brand Divisions
|
|
18
|
|
|
30
|
|
||
Total NIKE Brand
|
|
3,706
|
|
|
3,268
|
|
||
Converse
|
|
261
|
|
|
210
|
|
||
Corporate
|
|
(20
|
)
|
|
6
|
|
||
TOTAL INVENTORIES
|
|
$
|
3,947
|
|
|
$
|
3,484
|
|
PROPERTY, PLANT AND EQUIPMENT, NET
|
|
|
|
|
||||
North America
|
|
$
|
545
|
|
|
$
|
424
|
|
Western Europe
|
|
384
|
|
|
327
|
|
||
Central & Eastern Europe
|
|
51
|
|
|
44
|
|
||
Greater China
|
|
232
|
|
|
213
|
|
||
Japan
|
|
258
|
|
|
269
|
|
||
Emerging Markets
|
|
115
|
|
|
89
|
|
||
Global Brand Divisions
|
|
537
|
|
|
473
|
|
||
Total NIKE Brand
|
|
2,122
|
|
|
1,839
|
|
||
Converse
|
|
70
|
|
|
52
|
|
||
Corporate
|
|
642
|
|
|
561
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET
|
|
$
|
2,834
|
|
|
$
|
2,452
|
|
|
|
Year Ended May 31,
|
||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Footwear
|
|
$
|
16,208
|
|
|
$
|
14,635
|
|
|
$
|
13,513
|
|
Apparel
|
|
8,109
|
|
|
7,491
|
|
|
6,958
|
|
|||
Equipment
|
|
1,670
|
|
|
1,640
|
|
|
1,429
|
|
|||
Other
|
|
1,812
|
|
|
1,547
|
|
|
1,431
|
|
|||
TOTAL NIKE CONSOLIDATED REVENUES
|
|
$
|
27,799
|
|
|
$
|
25,313
|
|
|
$
|
23,331
|
|
(a)
|
The following documents are filed as part of this report:
|
|
|
|
Form 10-K
Page No.
|
|
|
|
1.
|
Financial Statements:
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Consolidated Statements of Income for each of the three years ended May 31, 2014, May 31, 2013, and May 31, 2012
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for each of the three years ended May 31, 2014, May 31, 2013, and May 31, 2012
|
|
|
|
|
|
Consolidated Balance Sheets at May 31, 2014 and May 31, 2013
|
|
|
|
|
|
Consolidated Statements of Cash Flows for each of the three years ended May 31, 2014, May 31, 2013, and May 31, 2012
|
|
|
|
|
|
Consolidated Statements of Shareholders’ Equity for each of the three years ended May 31, 2014, May 31, 2013, and May 31, 2012
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
2.
|
Financial Statement Schedule:
|
|
|
|
|
|
II — Valuation and Qualifying Accounts
|
|
|
|
|
|
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
|
|
|
|
|
3.
|
Exhibits:
|
|
|
|
3.1
|
Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2012).
|
3.2
|
Third Restated Bylaws, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed June 21, 2013).
|
4.1
|
Restated Articles of Incorporation, as amended (see Exhibit 3.1).
|
4.2
|
Third Restated Bylaws, as amended (see Exhibit 3.2).
|
10.1
|
Form of Non-Statutory Stock Option Agreement for options granted to non-employee directors prior to May 31, 2010 under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 21, 2005, File No. 1-10635).*
|
10.2
|
Form of Non-Statutory Stock Option Agreement for options granted to non-employee directors after May 31, 2010 under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010).*
|
10.3
|
Form of Non-Statutory Stock Option Agreement for options granted to executives prior to May 31, 2010 under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009, File No. 1-10635).*
|
10.4
|
Form of Restricted Stock Agreement for non-employee directors under the 1990 Stock Incentive Plan.*
|
10.5
|
Form of Non-Statutory Stock Option Agreement for options granted to executives after May 31, 2010 under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended May 3, 2013).*
|
10.6
|
Form of Indemnity Agreement entered into between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2008, File No. 1-10635).*
|
10.7
|
NIKE, Inc. 1990 Stock Incentive Plan.*
|
10.8
|
NIKE, Inc. Executive Performance Sharing Plan (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2012).*
|
10.9
|
NIKE, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2012).*
|
10.10
|
NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective April 1, 2013) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013).*
|
10.11
|
NIKE, Inc. Deferred Compensation Plan (Amended and Restated effective June 1, 2004) (applicable to amounts deferred before January 1, 2005) (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2004, File No. 1-10635).*
|
10.12
|
Amendment No. 1 effective January 1, 2008 to the NIKE, Inc. Deferred Compensation Plan (June 1, 2004 Restatement) (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009, File No. 1-10635).*
|
10.13
|
NIKE, Inc. Foreign Subsidiary Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2008, File No. 1-10635).*
|
10.14
|
Amended and Restated Covenant Not To Compete and Non-Disclosure Agreement between NIKE, Inc. and Mark G. Parker dated July 24, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 24, 2008, File No. 1-10635).*
|
10.15
|
Form of Restricted Stock Bonus Agreement under the 1990 Stock Incentive Plan for awards prior to May 31, 2010 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 21, 2005, File No. 1-10635).*
|
10.16
|
Form of Restricted Stock Agreement under the 1990 Stock Incentive Plan for awards after May 31, 2010 (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013).*
|
10.17
|
Form of Restricted Stock Unit Agreement under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2013).*
|
10.18
|
Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Donald W. Blair dated November 10, 1999 (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2006, File No. 1-10635).*
|
10.19
|
Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Eric D. Sprunk dated April 18, 2001 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010).*
|
10.20
|
Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Trevor A. Edwards dated November 14, 2002 (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2008, File No. 1-10635).*
|
10.21
|
Covenant Not to Compete and Non-Disclosure Agreement between NIKE, Inc. and Jeanne Jackson dated March 4, 2009.*
|
10.22
|
Policy for Recoupment of Incentive Compensation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 20, 2010).*
|
10.23
|
Credit Agreement dated as of November 1, 2011 among NIKE, Inc., Bank of America, N.A., individually and as Agent and the other banks party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 2, 2011).
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges.
|
21
|
Subsidiaries of the Registrant.
|
23
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (included within this Annual Report on Form 10-K).
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
32
|
Section 1350 Certifications.
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Definition Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
(In millions)
|
|
Balance at
Beginning of Period
|
|
Charged to Costs
and Expenses
|
|
Charged to
Other Accounts
|
|
Write-Offs, Net
|
|
Balance at End
of Period
|
||||||||||
Sales returns reserve
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the year ended May 31, 2012
|
|
$
|
151
|
|
|
$
|
401
|
|
|
$
|
(3
|
)
|
|
$
|
(376
|
)
|
|
$
|
173
|
|
For the year ended May 31, 2013
|
|
173
|
|
|
538
|
|
|
1
|
|
|
(471
|
)
|
|
241
|
|
|||||
For the year ended May 31, 2014
|
|
241
|
|
|
619
|
|
|
(3
|
)
|
|
(549
|
)
|
|
308
|
|
|||||
Allowance for doubtful accounts
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the year ended May 31, 2012
|
|
$
|
120
|
|
|
$
|
21
|
|
|
$
|
(9
|
)
|
|
$
|
(41
|
)
|
|
$
|
91
|
|
For the year ended May 31, 2013
|
|
91
|
|
|
31
|
|
|
1
|
|
|
(19
|
)
|
|
104
|
|
|||||
For the year ended May 31, 2014
|
|
104
|
|
|
13
|
|
|
(2
|
)
|
|
(37
|
)
|
|
78
|
|
(1)
|
Includes both current and non-current portions of the allowance for doubtful accounts. The non-current portion is classified in Deferred income taxes and other assets on the Consolidated Balance Sheets.
|
NIKE, INC.
|
||
By:
|
|
/s/ MARK G. PARKER
|
|
|
Mark G. Parker
|
|
|
Chief Executive Officer and President
|
Date:
|
|
July 25, 2014
|
|
|
|
Signature
|
Title
|
Date
|
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
|
|
|
/s/ MARK G. PARKER
Mark G. Parker
|
Director, Chief Executive Officer and President
|
July 25, 2014
|
PRINCIPAL FINANCIAL OFFICER:
|
|
|
/s/ DONALD W. BLAIR
Donald W. Blair
|
Chief Financial Officer
|
July 25, 2014
|
PRINCIPAL ACCOUNTING OFFICER:
|
|
|
/s/ BERNARD F. PLISKA
Bernard F. Pliska
|
Corporate Controller
|
July 25, 2014
|
DIRECTORS:
|
|
|
/s/ PHILIP H. KNIGHT
Philip H. Knight
|
Director, Chairman of the Board
|
July 25, 2014
|
/s/ ELIZABETH J. COMSTOCK
Elizabeth J. Comstock
|
Director
|
July 25, 2014
|
/s/ JOHN G. CONNORS
John G. Connors
|
Director
|
July 25, 2014
|
/s/ TIMOTHY D. COOK
Timothy D. Cook
|
Director
|
July 25, 2014
|
/s/ JOHN J. DONAHOE II
John J. Donahoe II
|
Director
|
July 25, 2014
|
/s/ ALAN B. GRAF, JR.
Alan B. Graf, Jr.
|
Director
|
July 25, 2014
|
/s/ DOUGLAS G. HOUSER
Douglas G. Houser
|
Director
|
July 25, 2014
|
/s/ JOHN C. LECHLEITER
John C. Lechleiter
|
Director
|
July 25, 2014
|
/s/ MICHELLE A. PELUSO
Michelle A. Peluso
|
Director
|
July 25, 2014
|
/s/ JOHNATHAN A. RODGERS
Johnathan A. Rodgers
|
Director
|
July 25, 2014
|
/s/ ORIN C. SMITH
Orin C. Smith
|
Director
|
July 25, 2014
|
/s/ JOHN R. THOMPSON, JR.
John R. Thompson, Jr.
|
Director
|
July 25, 2014
|
/s/ PHYLLIS M. WISE
Phyllis M. Wise
|
Director
|
July 25, 2014
|
1.
|
The name, address, taxpayer identification number and taxable year of the undersigned are as follows:
|
2.
|
The property with respect to which the election is made is described as follows: _______ shares of the Class B Common Stock of NIKE, Inc., an Oregon corporation (the “Company”).
|
3.
|
The date on which the property was transferred is: _____________, 20___
|
4.
|
The property is subject to the following restrictions:
|
5.
|
The aggregate fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $____________.
|
6.
|
The amount (if any) paid for such property is: $0.00.
|
Dated:
Dated: |
Recipient
Recipient’s Spouse
|
1.
|
File (via certified mail with the U.S. Postal Service) original with the Internal Revenue Service Center where the taxpayer’s income tax return will be filed. Filing must be made by no later than 30 days after the date the property was transferred.
|
2.
|
Attach
one copy
to the taxpayer’s income tax return for the taxable year in which the property was transferred.
|
3.
|
Mail one copy to the Company (along with a copy of the postmarked certified mailing receipt) to the following address:
|
EXHIBIT 12.1 NIKE, Inc. Computation of Ratio of Earnings to Fixed Charges
|
|
Year Ended May 31,
|
||||||||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Net income from continuing operations
|
$
|
2,693
|
|
|
$
|
2,451
|
|
|
$
|
2,257
|
|
|
$
|
2,163
|
|
|
$
|
1,916
|
|
Income taxes
|
851
|
|
|
805
|
|
|
754
|
|
|
689
|
|
|
612
|
|
|||||
Income before income taxes
|
3,544
|
|
|
3,256
|
|
|
3,011
|
|
|
2,852
|
|
|
2,528
|
|
|||||
Add fixed charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(1)
|
58
|
|
|
23
|
|
|
31
|
|
|
32
|
|
|
33
|
|
|||||
Interest component of leases
(2)
|
53
|
|
|
48
|
|
|
42
|
|
|
39
|
|
|
36
|
|
|||||
TOTAL FIXED CHARGES
|
111
|
|
|
71
|
|
|
73
|
|
|
71
|
|
|
69
|
|
|||||
Earnings before income taxes and fixed charges
(3)
|
$
|
3,655
|
|
|
$
|
3,327
|
|
|
$
|
3,084
|
|
|
$
|
2,923
|
|
|
$
|
2,597
|
|
Ratio of earnings to total fixed charges
|
32.9
|
|
|
46.9
|
|
|
42.2
|
|
|
41.2
|
|
|
37.6
|
|
(1)
|
Interest expense includes interest both expensed and capitalized.
|
(2)
|
Interest component of leases includes one-tenth of rental expense which approximates the interest component of operating leases.
|
(3)
|
Earnings before income taxes and fixed charges are exclusive of capitalized interest.
|
Entity Name
|
Jurisdiction of Formation
|
Air Max Limited
|
Bermuda
|
All Star C.V.
|
Netherlands
|
American NIKE S.L.U.
|
Spain
|
A.S. Roma Merchandising s.r.l.
|
Italy
|
BRS NIKE Taiwan Inc.
|
Taiwan
|
Converse (Asia Pacific) Limited
|
Hong Kong
|
Converse Canada Corp.
|
Canada
|
Converse Canada Holding B.V.
|
Netherlands
|
Converse Europe Limited
|
United Kingdom
|
Converse Footwear Technical Service (Zhongshan) Co., Ltd.
|
People’s Republic of China
|
Converse Holdings LLC
|
Delaware
|
Converse Hong Kong Holding Company Limited
|
Hong Kong
|
Converse Hong Kong Limited
|
Hong Kong
|
Converse Inc.
|
Delaware
|
Converse Korea LLC
|
Korea
|
Converse Netherlands B.V.
|
Netherlands
|
Converse Sporting Goods (China) Co., Ltd.
|
People’s Republic of China
|
Converse Trading Company B.V.
|
Netherlands
|
F.C. Internazionale Merchandising s.r.l.
|
Italy
|
French Football Merchandising S.A.S.
|
France
|
Futbol Club Barcelona Merchandising, S.L.
|
Spain
|
Hurley 999, S.L.U.
|
Spain
|
Hurley Australia Pty. Ltd.
|
Australia
|
Hurley Fuse B.V.
|
Netherlands
|
Hurley International Holdings B.V.
|
Netherlands
|
Hurley International LLC
|
Oregon
|
Hurley Phantom C.V.
|
Netherlands
|
Juventus Merchandising S.r.l.
|
Italy
|
LATAM Servicos de Licenciamento Esportivo Ltda.
|
Brazil
|
Manchester United Merchandising Limited
|
United Kingdom
|
NIKE 360 Holding B.V.
|
Netherlands
|
NIKE Amplify LLC
|
Delaware
|
NIKE Argentina S.R.L.
|
Argentina
|
NIKE Asia Holding B.V.
|
Netherlands
|
NIKE Australia Holding B.V.
|
Netherlands
|
NIKE Australia Pty. Ltd.
|
Australia
|
NIKE CA LLC
|
Delaware
|
NIKE Canada Corp.
|
Canada
|
NIKE Canada Holding B.V.
|
Netherlands
|
NIKE Chile B.V.
|
Netherlands
|
NIKE China Holding HK Limited
|
Hong Kong
|
NIKE Codrus Coöperatief U.A.
|
Netherlands
|
NIKE Commercial (China) Co., Ltd.
|
China
|
NIKE Cortez
|
Bermuda
|
NIKE Costa Rica, SRL
|
Costa Rica
|
NIKE CR d.o.o
|
Croatia
|
NIKE Czech s.r.o.
|
Czech Republic
|
NIKE de Chile Ltda.
|
Chile
|
Entity Name
|
Jurisdiction of Formation
|
NIKE de Mexico S de R.L. de C.V.
|
Mexico
|
NIKE Denmark ApS
|
Denmark
|
NIKE Deutschland GmbH
|
Germany
|
NIKE do Brasil Comercio e Participacoes Ltda.
|
Brazil
|
NIKE Drive B.V.
|
Netherlands
|
NIKE Dunk Holding B.V.
|
Netherlands
|
NIKE Elevate C.V.
|
Netherlands
|
NIKE Europe Holding B.V.
|
Netherlands
|
NIKE European Operations Netherlands B.V.
|
Netherlands
|
NIKE Finance Ltd.
|
Bermuda
|
NIKE Finland OY
|
Finland
|
NIKE France S.A.S.
|
France
|
NIKE Fuel B.V.
|
Netherlands
|
NIKE Fundamentals C.V.
|
Netherlands
|
NIKE Galaxy Holding B.V.
|
Netherlands
|
NIKE Gesellschaft m.b.H.
|
Austria
|
NIKE Glide C.V.
|
Netherlands
|
NIKE Global Holding B.V.
|
Netherlands
|
NIKE GLOBAL SERVICES PTE. LTD.
|
Singapore
|
NIKE GLOBAL TRADING PTE. LTD.
|
Singapore
|
NIKE Group Holding B.V.
|
Netherlands
|
NIKE Hellas EPE
|
Greece
|
NIKE Holding, LLC
|
Delaware
|
NIKE Hong Kong Limited
|
Hong Kong
|
NIKE Huarache
|
Bermuda
|
NIKE Hungary LLC
|
Hungary
|
NIKE Ignite LLC
|
Delaware
|
NIKE IHM, Inc.
|
Missouri
|
NIKE India Holding B.V.
|
Netherlands
|
NIKE India Private Limited
|
India
|
NIKE Innovate C.V.
|
Netherlands
|
NIKE International Holding B.V.
|
Netherlands
|
NIKE International Holding, Inc.
|
Delaware
|
NIKE International LLC
|
Delaware
|
NIKE International Ltd.
|
Bermuda
|
NIKE Israel Ltd.
|
Israel
|
NIKE Italy S.R.L.
|
Italy
|
NIKE Japan Corp.
|
Japan
|
NIKE Japan Group LLC
|
Japan
|
NIKE Jump Ltd.
|
Bermuda
|
NIKE Korea LLC
|
Korea
|
NIKE Laser Holding B.V.
|
Netherlands
|
NIKE Licenciamentos Ltda.
|
Brazil
|
NIKE Lightning C.V.
|
Netherlands
|
NIKE Logistics Yugen Kaisha
|
Japan
|
NIKE Maxim C.V.
|
Netherlands
|
NIKE Mercurial Corp.
|
Delaware
|
NIKE Mercurial Finance Limited
|
United Kingdom
|
NIKE Mercurial Hong Kong Limited
|
Hong Kong
|
NIKE Mercurial Licensing Limited
|
United Kingdom
|
Entity Name
|
Jurisdiction of Formation
|
NIKE Mercurial Ltd.
|
United Kingdom
|
NIKE Mercurial I Limited
|
United Kingdom
|
NIKE Mercurial II Limited
|
United Kingdom
|
NIKE Mexico Holdings, LLC
|
Delaware
|
NIKE New Zealand Company
|
New Zealand
|
NIKE Norway AS
|
Norway
|
NIKE NZ Holding B.V.
|
Netherlands
|
NIKE Offshore Holding B.V.
|
Netherlands
|
NIKE Panama S. de R.L.
|
Panama
|
NIKE Philippines, Inc.
|
Philippines
|
NIKE Poland Sp.zo.o
|
Poland
|
NIKE Retail B.V.
|
Netherlands
|
NIKE Retail Hellas Ltd.
|
Greece
|
NIKE Retail Israel Ltd.
|
Israel
|
NIKE Retail LLC
|
Russia
|
NIKE Retail Poland sp. z o. o.
|
Poland
|
NIKE Retail Services, Inc.
|
Oregon
|
NIKE Retail Turkey
|
Turkey
|
NIKE Russia LLC
|
Russia
|
NIKE SALES (MALAYSIA) SDN. BHD.
|
Malaysia
|
NIKE Servicios de Mexico S. de R.L. de C.V.
|
Mexico
|
NIKE SINGAPORE PTE LTD
|
Singapore
|
NIKE Slovakia s.r.o.
|
Slovakia
|
NIKE Sourcing India Private Limited
|
India
|
NIKE Sourcing (Guangzhou) Co., Ltd.
|
China
|
NIKE South Africa (Proprietary) Limited
|
South Africa
|
NIKE South Africa Holdings LLC
|
Delaware
|
NIKE Sphere C.V.
|
Netherlands
|
NIKE Sports (China) Company, Ltd.
|
People’s Republic of China
|
NIKE Sports Korea Co., Ltd.
|
South Korea
|
NIKE Suzhou Holding HK Limited
|
Hong Kong
|
NIKE (Suzhou) Sports Company, Ltd.
|
People’s Republic of China
|
NIKE Sweden AB
|
Sweden
|
NIKE (Switzerland) GmbH
|
Switzerland
|
NIKE Taiwan Limited
|
Taiwan
|
NIKE (Thailand) Limited
|
Thailand
|
NIKE TN, Inc.
|
Oregon
|
NIKE Trading Company B.V.
|
Netherlands
|
NIKE trgovina na debelo d.o.o.
|
Slovenia
|
NIKE UK Holding B.V.
|
Netherlands
|
NIKE (UK) Limited
|
United Kingdom
|
NIKE USA, Inc.
|
Oregon
|
NIKE Vapor Ltd.
|
United Kingdom
|
NIKE Victory Cooperatief U.A.
|
Netherlands
|
NIKE Vietnam Limited Liability Company
|
Vietnam
|
NIKE Vision, Timing and Techlab, LP
|
Texas
|
NIKE Vomero Cooperatief U.A.
|
Netherlands
|
NIKE Woodside I, LLC
|
Oregon
|
NIKE Woodside II, LLC
|
Oregon
|
NIKE Woodside I Holdings, Inc.
|
Oregon
|
Entity Name
|
Jurisdiction of Formation
|
NIKE Woodside II Holdings, Inc.
|
Oregon
|
NIKE Zoom LLC
|
Delaware
|
PT Hurley Indonesia
|
Indonesia
|
PT NIKE Indonesia
|
Indonesia
|
Savier, Inc.
|
Oregon
|
Triax Insurance, Inc.
|
Hawaii
|
Twin Dragons Global Limited
|
Hong Kong
|
Twin Dragons Holding B.V.
|
Netherlands
|
Umbro Asia Sourcing Limited
|
Hong Kong
|
Yugen Kaisha Hurley Japan
|
Japan
|
Dated:
|
July 25, 2014
|
|
|
|
/s/ Mark G. Parker
|
|
|
Mark G. Parker
|
|
|
Chief Executive Officer
|
Dated:
|
July 25, 2014
|
|
|
|
/s/ Donald W. Blair
|
|
|
Donald W. Blair
Chief Financial Officer
|
Dated:
|
July 25, 2014
|
|
|
|
/s/ Mark G. Parker
|
|
|
Mark G. Parker
|
|
|
Chief Executive Officer
|
Dated:
|
July 25, 2014
|
|
|
|
/s/ Donald W. Blair
|
|
|
Donald W. Blair
Chief Financial Officer
|