filings.toolsItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management of NIKE, Inc. is responsible for the information and representations contained in this report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include certain amounts based on our best estimates and judgments. Other financial information in this report is consistent with these financial statements.
Our accounting systems include controls designed to reasonably assure assets are safeguarded from unauthorized use or disposition and provide for the preparation of financial statements in conformity with U.S. GAAP. These systems are supplemented by the selection and training of qualified financial personnel and an organizational structure providing for appropriate segregation of duties.
An internal corporate audit department reviews the results of its work with the Audit & Finance Committee of the Board of Directors, presently comprised of three outside, independent directors. The Audit & Finance Committee is responsible for the appointment of the independent registered public accounting firm and reviews, with the independent registered public accounting firm, management and the internal corporate audit staff, the scope and the results of the annual audit, the effectiveness of the accounting control system and other matters relating to the financial affairs of NIKE as the Audit & Finance Committee deems appropriate. The independent registered public accounting firm and the internal corporate auditors have full access to the Audit & Finance Committee, with and without the presence of management, to discuss any appropriate matters.
46 NIKE, INC.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13(a) - 15(f) and Rule 15(d) - 15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, 2019.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited (1) the Consolidated Financial Statements and (2) the effectiveness of our internal control over financial reporting as of May 31, 2019, as stated in their report herein.
| Mark G. Parker | Andrew Campion |
| Chairman, President and Chief Executive Officer | Executive Vice President and Chief Financial Officer |
2019 FORM 10-K 47
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of NIKE, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of NIKE, Inc. and its subsidiaries (the “Company”) as of May 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended May 31, 2019, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of May 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principles
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customers and the manner in which it accounts for income taxes related to intra-entity transfers other than inventory as of June 1, 2018 and the manner in which it accounts for share-based payment awards to employees as of June 1, 2017.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
48 NIKE, INC.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
July 23, 2019
We have served as the Company’s auditor since 1974.
2019 FORM 10-K 49
NIKE, INC.
CONSOLIDATED STATEMENTS OF INCOME
| YEAR ENDED MAY 31, | |||||||||
| (In millions, except per share data) | 2019 | 2018 | 2017 | ||||||
| Revenues | $ | 39,117 | $ | 36,397 | $ | 34,350 | |||
| Cost of sales | 21,643 | 20,441 | 19,038 | ||||||
| Gross profit | 17,474 | 15,956 | 15,312 | ||||||
| Demand creation expense | 3,753 | 3,577 | 3,341 | ||||||
| Operating overhead expense | 8,949 | 7,934 | 7,222 | ||||||
| Total selling and administrative expense | 12,702 | 11,511 | 10,563 | ||||||
| Interest expense (income), net | 49 | 54 | 59 | ||||||
| Other (income) expense, net | (78 | ) | 66 | (196 | ) | ||||
| Income before income taxes | 4,801 | 4,325 | 4,886 | ||||||
| Income tax expense | 772 | 2,392 | 646 | ||||||
| NET INCOME | $ | 4,029 | $ | 1,933 | $ | 4,240 | |||
| Earnings per common share: | |||||||||
| Basic | $ | 2.55 | $ | 1.19 | $ | 2.56 | |||
| Diluted | $ | 2.49 | $ | 1.17 | $ | 2.51 | |||
| Weighted average common shares outstanding: | |||||||||
| Basic | 1,579.7 | 1,623.8 | 1,657.8 | ||||||
| Diluted | 1,618.4 | 1,659.1 | 1,692.0 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
50 NIKE, INC.
NIKE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| YEAR ENDED MAY 31, | |||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||
| Net income | $ | 4,029 | $ | 1,933 | $ | 4,240 | |||
| Other comprehensive income (loss), net of tax: | |||||||||
| Change in net foreign currency translation adjustment | (173 | ) | (6 | ) | 16 | ||||
| Change in net gains (losses) on cash flow hedges | 503 | 76 | (515 | ) | |||||
| Change in net gains (losses) on other | (7 | ) | 34 | (32 | ) | ||||
| Total other comprehensive income (loss), net of tax | 323 | 104 | (531 | ) | |||||
| TOTAL COMPREHENSIVE INCOME | $ | 4,352 | $ | 2,037 | $ | 3,709 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
2019 FORM 10-K 51
NIKE, INC.
CONSOLIDATED BALANCE SHEETS
| MAY 31, | ||||||
| (Dollars in millions) | 2019 | 2018 | ||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and equivalents | $ | 4,466 | $ | 4,249 | ||
| Short-term investments | 197 | 996 | ||||
| Accounts receivable, net | 4,272 | 3,498 | ||||
| Inventories | 5,622 | 5,261 | ||||
| Prepaid expenses and other current assets | 1,968 | 1,130 | ||||
| Total current assets | 16,525 | 15,134 | ||||
| Property, plant and equipment, net | 4,744 | 4,454 | ||||
| Identifiable intangible assets, net | 283 | 285 | ||||
| Goodwill | 154 | 154 | ||||
| Deferred income taxes and other assets | 2,011 | 2,509 | ||||
| TOTAL ASSETS | $ | 23,717 | $ | 22,536 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Current portion of long-term debt | $ | 6 | $ | 6 | ||
| Notes payable | 9 | 336 | ||||
| Accounts payable | 2,612 | 2,279 | ||||
| Accrued liabilities | 5,010 | 3,269 | ||||
| Income taxes payable | 229 | 150 | ||||
| Total current liabilities | 7,866 | 6,040 | ||||
| Long-term debt | 3,464 | 3,468 | ||||
| Deferred income taxes and other liabilities | 3,347 | 3,216 | ||||
| Commitments and contingencies (Note 18) | ||||||
| Redeemable preferred stock | — | — | ||||
| Shareholders' equity: | ||||||
| Common stock at stated value: | ||||||
| Class A convertible — 315 and 329 shares outstanding | — | — | ||||
| Class B — 1,253 and 1,272 shares outstanding | 3 | 3 | ||||
| Capital in excess of stated value | 7,163 | 6,384 | ||||
| Accumulated other comprehensive income (loss) | 231 | (92 | ) | |||
| Retained earnings | 1,643 | 3,517 | ||||
| Total shareholders' equity | 9,040 | 9,812 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 23,717 | $ | 22,536 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
52 NIKE, INC.
NIKE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| YEAR ENDED MAY 31, | |||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||
| Cash provided by operations: | |||||||||
| Net income | $ | 4,029 | $ | 1,933 | $ | 4,240 | |||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||
| Depreciation | 705 | 747 | 706 | ||||||
| Deferred income taxes | 34 | 647 | (273 | ) | |||||
| Stock-based compensation | 325 | 218 | 215 | ||||||
| Amortization and other | 15 | 27 | 10 | ||||||
| Net foreign currency adjustments | 233 | (99 | ) | (117 | ) | ||||
| Changes in certain working capital components and other assets and liabilities: | |||||||||
| (Increase) decrease in accounts receivable | (270 | ) | 187 | (426 | ) | ||||
| (Increase) decrease in inventories | (490 | ) | (255 | ) | (231 | ) | |||
| (Increase) decrease in prepaid expenses and other current and non-current assets | (203 | ) | 35 | (120 | ) | ||||
| Increase (decrease) in accounts payable, accrued liabilities and other current and non-current liabilities | 1,525 | 1,515 | (158 | ) | |||||
| Cash provided by operations | 5,903 | 4,955 | 3,846 | ||||||
| Cash provided (used) by investing activities: | |||||||||
| Purchases of short-term investments | (2,937 | ) | (4,783 | ) | (5,928 | ) | |||
| Maturities of short-term investments | 1,715 | 3,613 | 3,623 | ||||||
| Sales of short-term investments | 2,072 | 2,496 | 2,423 | ||||||
| Additions to property, plant and equipment | (1,119 | ) | (1,028 | ) | (1,105 | ) | |||
| Disposals of property, plant and equipment | 5 | 3 | 13 | ||||||
| Other investing activities | — | (25 | ) | (34 | ) | ||||
| Cash provided (used) by investing activities | (264 | ) | 276 | (1,008 | ) | ||||
| Cash used by financing activities: | |||||||||
| Net proceeds from long-term debt issuance | — | — | 1,482 | ||||||
| Long-term debt payments, including current portion | (6 | ) | (6 | ) | (44 | ) | |||
| Increase (decrease) in notes payable | (325 | ) | 13 | 327 | |||||
| Payments on capital lease and other financing obligations | (27 | ) | (23 | ) | (17 | ) | |||
| Proceeds from exercise of stock options and other stock issuances | 700 | 733 | 489 | ||||||
| Repurchase of common stock | (4,286 | ) | (4,254 | ) | (3,223 | ) | |||
| Dividends — common and preferred | (1,332 | ) | (1,243 | ) | (1,133 | ) | |||
| Tax payments for net share settlement of equity awards | (17 | ) | (55 | ) | (29 | ) | |||
| Cash used by financing activities | (5,293 | ) | (4,835 | ) | (2,148 | ) | |||
| Effect of exchange rate changes on cash and equivalents | (129 | ) | 45 | (20 | ) | ||||
| Net increase (decrease) in cash and equivalents | 217 | 441 | 670 | ||||||
| Cash and equivalents, beginning of year | 4,249 | 3,808 | 3,138 | ||||||
| CASH AND EQUIVALENTS, END OF YEAR | $ | 4,466 | $ | 4,249 | $ | 3,808 | |||
| Supplemental disclosure of cash flow information: | |||||||||
| Cash paid during the year for: | |||||||||
| Interest, net of capitalized interest | $ | 153 | $ | 125 | $ | 98 | |||
| Income taxes | 757 | 529 | 703 | ||||||
| Non-cash additions to property, plant and equipment | 160 | 294 | 266 | ||||||
| Dividends declared and not paid | 347 | 320 | 300 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
2019 FORM 10-K 53
NIKE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
| COMMON STOCK | CAPITAL IN EXCESS OF STATED VALUE | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | RETAINED EARNINGS | TOTAL | |||||||||||||||||||
| CLASS A | CLASS B | ||||||||||||||||||||||
| (In millions, except per share data) | SHARES | AMOUNT | SHARES | AMOUNT | |||||||||||||||||||
| Balance at May 31, 2016 | 353 | $ | — | 1,329 | $ | 3 | $ | 5,038 | $ | 318 | $ | 6,899 | $ | 12,258 | |||||||||
| Stock options exercised | 17 | 525 | 525 | ||||||||||||||||||||
| Conversion to Class B Common Stock | (24 | ) | 24 | — | |||||||||||||||||||
| Repurchase of Class B Common Stock | (60 | ) | (189 | ) | (3,060 | ) | (3,249 | ) | |||||||||||||||
| Dividends on common stock ($0.70 per share) and preferred stock ($0.10 per share) | (1,159 | ) | (1,159 | ) | |||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | 4 | 121 | (13 | ) | 108 | ||||||||||||||||||
| Stock-based compensation | 215 | 215 | |||||||||||||||||||||
| Net income | 4,240 | 4,240 | |||||||||||||||||||||
| Other comprehensive income (loss) | (531 | ) | (531 | ) | |||||||||||||||||||
| Balance at May 31, 2017 | 329 | $ | — | 1,314 | $ | 3 | $ | 5,710 | $ | (213 | ) | $ | 6,907 | $ | 12,407 | ||||||||
| Stock options exercised | 24 | 600 | 600 | ||||||||||||||||||||
| Repurchase of Class B Common Stock | (70 | ) | (254 | ) | (4,013 | ) | (4,267 | ) | |||||||||||||||
| Dividends on common stock ($0.78 per share) and preferred stock ($0.10 per share) | (1,265 | ) | (1,265 | ) | |||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | 4 | 110 | (28 | ) | 82 | ||||||||||||||||||
| Stock-based compensation | 218 | 218 | |||||||||||||||||||||
| Net income | 1,933 | 1,933 | |||||||||||||||||||||
| Other comprehensive income (loss) | 104 | 104 | |||||||||||||||||||||
| Reclassifications to retained earnings in accordance with ASU 2018-02 (Note 1) | 17 | (17 | ) | — | |||||||||||||||||||
| Balance at May 31, 2018 | 329 | $ | — | 1,272 | $ | 3 | $ | 6,384 | $ | (92 | ) | $ | 3,517 | $ | 9,812 | ||||||||
| Stock options exercised | 18 | 539 | 539 | ||||||||||||||||||||
| Conversion to Class B Common Stock | (14 | ) | 14 | — | |||||||||||||||||||
| Repurchase of Class B Common Stock | (54 | ) | (227 | ) | (4,056 | ) | (4,283 | ) | |||||||||||||||
| Dividends on common stock ($0.86 per share) and preferred stock ($0.10 per share) | (1,360 | ) | (1,360 | ) | |||||||||||||||||||
| Issuance of shares to employees, net of shares withheld for employee taxes | 3 | 142 | (3 | ) | 139 | ||||||||||||||||||
| Stock-based compensation | 325 | 325 | |||||||||||||||||||||
| Net income | 4,029 | 4,029 | |||||||||||||||||||||
| Other comprehensive income (loss) | 323 | 323 | |||||||||||||||||||||
| Adoption of ASU 2016-16 (Note 1) | (507 | ) | (507 | ) | |||||||||||||||||||
| Adoption of ASC Topic 606 (Note 1) | 23 | 23 | |||||||||||||||||||||
| Balance at May 31, 2019 | 315 | $ | — | 1,253 | $ | 3 | $ | 7,163 | $ | 231 | $ | 1,643 | $ | 9,040 |
The accompanying Notes to the Consolidated Financial Statements are an integral part of this statement.
54 NIKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Note 1 | Summary of Significant Accounting Policies | 56 |
| Note 2 | Inventories | 64 |
| Note 3 | Property, Plant and Equipment | 64 |
| Note 4 | Identifiable Intangible Assets and Goodwill | 64 |
| Note 5 | Accrued Liabilities | 65 |
| Note 6 | Fair Value Measurements | 65 |
| Note 7 | Short-Term Borrowings and Credit Lines | 67 |
| Note 8 | Long-Term Debt | 68 |
| Note 9 | Income Taxes | 69 |
| Note 10 | Redeemable Preferred Stock | 71 |
| Note 11 | Common Stock and Stock-Based Compensation | 72 |
| Note 12 | Earnings Per Share | 74 |
| Note 13 | Benefit Plans | 74 |
| Note 14 | Risk Management and Derivatives | 75 |
| Note 15 | Accumulated Other Comprehensive Income (Loss) | 78 |
| Note 16 | Revenues | 80 |
| Note 17 | Operating Segments and Related Information | 81 |
| Note 18 | Commitments and Contingencies | 84 |
2019 FORM 10-K 55
| NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
DESCRIPTION OF BUSINESS
NIKE, Inc. is a worldwide leader in the design, development and worldwide marketing and selling of athletic footwear, apparel, equipment, accessories and services. NIKE, Inc. portfolio brands include the NIKE Brand, Jordan Brand, Hurley and Converse. The NIKE Brand is focused on performance athletic footwear, apparel, equipment, accessories and services across a wide range of sport categories, amplified with sport-inspired sportswear products carrying the Swoosh trademark, as well as other NIKE Brand trademarks. The Jordan Brand is focused on athletic and casual footwear, apparel and accessories using the Jumpman trademark. Sales and operating results of Jordan Brand products are reported within the respective NIKE Brand geographic operating segments. The Hurley brand is focused on action sports and youth lifestyle apparel and accessories under the Hurley trademark. Sales and operating results of Hurley brand products are reported within the NIKE Brand's North America geographic operating segment. Converse designs, distributes, licenses and sells casual sneakers, apparel and accessories under the Converse, Chuck Taylor, All Star, One Star, Star Chevron and Jack Purcell trademarks. In some markets outside the U.S., these trademarks are licensed to third parties who design, distribute, market and sell similar products. Operating results of the Converse brand are reported on a stand-alone basis.
BASIS OF CONSOLIDATION
The Consolidated Financial Statements include the accounts of NIKE, Inc. and its subsidiaries (the "Company" or "NIKE"). All significant intercompany transactions and balances have been eliminated.
REVENUE RECOGNITION
Beginning in fiscal 2019, the Company adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606). Prior period amounts have not been restated and continue to be reported in accordance with the Company's historical accounting policies. The Company's revenue recognition polices under Topic 606 are described in the following paragraphs and references to prior period policies under Accounting Standard Codification Topic 605 — Revenue Recognition (Topic 605), are included below in the event they are substantially different.
Revenue transactions associated with the sale of NIKE Brand footwear, apparel and equipment, as well as Converse products, comprise a single performance obligation, which consists of the sale of products to customers either through wholesale or direct to consumer channels. The Company satisfies the performance obligation and records revenues when transfer of control has passed to the customer, based on the terms of sale. A customer is considered to have control once they are able to direct the use and receive substantially all of the benefits of the product.
Transfer of control passes to wholesale customers upon shipment or upon receipt depending on the country of the sale and the agreement with the customer. Control passes to retail store customers at the time of sale and to substantially all digital commerce customers upon shipment. Prior to June 1, 2018, the requirements for recognizing revenue were met upon delivery to the customer. The transaction price is determined based upon the invoiced sales price, less anticipated sales returns, discounts and miscellaneous claims from customers. Payment terms for wholesale transactions depend on the country of sale or agreement with the customer and payment is generally required within 90 days or less of shipment to or receipt by the wholesale customer. Payment is due at the time of sale for retail store and digital commerce transactions.
Consideration for trademark licensing contracts is earned through sales-based or usage-based royalty arrangements and the associated revenues are recognized over the license period.
Taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction, and are collected by the Company from a customer, are excluded from Revenues and Cost of sales in the Consolidated Statements of Income. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in Cost of sales when the related revenue is recognized.
56 NIKE, INC.
SALES-RELATED RESERVES
Consideration promised in the Company's contracts with customers is variable due to anticipated reductions such as sales returns, discounts and miscellaneous claims from customers. The Company estimates the most likely amount it will be entitled to receive and records an anticipated reduction against Revenues, with an offsetting increase to Accrued liabilities at the time revenues are recognized. The estimated cost of inventory for product returns is recorded in Prepaid expenses and other current assets on the Consolidated Balance Sheets. Prior to June 1, 2018, the Company's reserve balances were reported net of the estimated cost of inventory for product returns and recognized within Accounts receivable, net for wholesale transactions and Accrued liabilities for the Company's direct to consumer business, on the Consolidated Balance Sheets.
The provision for anticipated sales returns consists of both contractual return rights and discretionary authorized returns. Provisions for post-invoice sales discounts consist of both contractual programs and discretionary discounts that are expected to be granted at a later date.
Estimates of discretionary authorized returns, discounts and claims are based on (1) historical rates, (2) specific identification of outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated returns, discounts and claims expected, but not yet finalized with customers. Actual returns, discounts and claims in any future period are inherently uncertain and thus may differ from estimates recorded. If actual or expected future returns, discounts or claims were significantly greater or lower than the reserves established, a reduction or increase to net revenues would be recorded in the period in which such determination was made.
COST OF SALES
Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), third-party royalties, certain foreign currency hedge gains and losses and product design costs. Shipping and handling costs are expensed as incurred and included in Cost of sales.
DEMAND CREATION EXPENSE
Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, complimentary product, television, digital and print advertising and media costs, brand events and retail brand presentation. Advertising production costs are expensed the first time an advertisement is run. Advertising media costs are expensed when the advertisement appears. Costs related to brand events are expensed when the event occurs. Costs related to retail brand presentation are expensed when the presentation is complete and delivered.
A significant amount of the Company's promotional expenses result from payments under endorsement contracts. In general, endorsement payments are expensed on a straight-line basis over the term of the contract. However, certain contract elements may be accounted for differently based upon the facts and circumstances of each individual contract. Prepayments made under contracts are included in Prepaid expenses and other current assets or Deferred income taxes and other assets depending on the period to which the prepayment applies.
Certain contracts provide for contingent payments to endorsers based upon specific achievements in their sport (e.g., winning a championship). The Company records Demand creation expense for these amounts when the endorser achieves the specific goal.
Certain contracts provide for variable payments based upon endorsers maintaining a level of performance in their sport over an extended period of time (e.g., maintaining a specified ranking in a sport for a year). When the Company determines payments are probable, the amounts are reported in Demand creation expense ratably over the contract period based on the Company's best estimate of the endorser's performance. In these instances, to the extent actual payments to the endorser differ from the Company's estimate due to changes in the endorser's performance, adjustments to Demand creation expense may be recorded in a future period.
Certain contracts provide for royalty payments to endorsers based upon a predetermined percent of sales of particular products, which the Company records in Cost of sales as the related sales occur. For contracts containing minimum guaranteed royalty payments, the Company records the amount of any guaranteed payment in excess of that earned through sales of product within Demand creation expense.
Through cooperative advertising programs, the Company reimburses its wholesale customers for certain costs of advertising the Company's products. The Company records these costs in Demand creation expense at the point in time when it is obligated to its customers for the costs. This obligation may arise prior to the related advertisement being run.
2019 FORM 10-K 57
Total advertising and promotion expenses, which the Company refers to as Demand creation expense, were $3,753 million, $3,577 million and $3,341 million for the years ended May 31, 2019, 2018 and 2017, respectively. Prepaid advertising and promotion expenses totaled $773 million and $730 million at May 31, 2019 and 2018, respectively, of which $333 million and $359 million, respectively, was recorded in Prepaid expenses and other current assets, and $440 million and $371 million, respectively, was recorded in Deferred income taxes and other assets, depending on the period to which the prepayment applied.
OPERATING OVERHEAD EXPENSE
Operating overhead expense consists primarily of wage and benefit-related expenses, research and development costs, as well as other administrative expenses, such as rent, depreciation and amortization, professional services, meetings and travel.
CASH AND EQUIVALENTS
Cash and equivalents represent cash and short-term, highly liquid investments, that are both readily convertible to known amounts of cash, and so near their maturity they present insignificant risk of changes in value because of changes in interest rates, including commercial paper, U.S. Treasury, U.S. Agency, money market funds, time deposits and corporate debt securities with maturities of 90 days or less at the date of purchase.
SHORT-TERM INVESTMENTS
Short-term investments consist of highly liquid investments, including commercial paper, U.S. Treasury, U.S. Agency, time deposits and corporate debt securities, with maturities over 90 days at the date of purchase. Debt securities the Company has the ability and positive intent to hold to maturity are carried at amortized cost. At May 31, 2019 and 2018, the Company did not hold any short-term investments classified as trading or held-to-maturity.
At May 31, 2019 and 2018, Short-term investments consisted of available-for-sale debt securities, which are recorded at fair value with unrealized gains and losses reported, net of tax, in Accumulated other comprehensive income (loss), unless unrealized losses are determined to be other than temporary. Realized gains and losses on the sale of securities are determined by specific identification. The Company considers all available-for-sale debt securities, including those with maturity dates beyond 12 months, as available to support current operational liquidity needs and, therefore, classifies all securities with maturity dates beyond 90 days at the date of purchase as current assets within Short-term investments on the Consolidated Balance Sheets.
Refer to Note 6 — Fair Value Measurements for more information on the Company's short-term investments.
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE
Accounts receivable, net consist primarily of amounts receivable from customers. The Company makes ongoing estimates relating to the collectability of its accounts receivable and maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. In determining the amount of the allowance, the Company considers historical levels of credit losses and makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Accounts receivable with anticipated collection dates greater than 12 months from the balance sheet date and related allowances are considered non-current and recorded in Deferred income taxes and other assets. The allowance for uncollectible accounts receivable was $30 million at both May 31, 2019 and 2018.
INVENTORY VALUATION
Inventories are stated at lower of cost and net realizable value, and valued on either an average or a specific identification cost basis. In some instances, we ship product directly from our supplier to the customer, with the related inventory and cost of sales recognized on a specific identification basis. Inventory costs primarily consist of product cost from the Company's suppliers, as well as inbound freight, import duties, taxes, insurance and logistics and other handling fees.
PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION
Property, plant and equipment are recorded at cost. Depreciation is determined on a straight-line basis for land improvements, buildings and leasehold improvements over 2 to 40 years and for machinery and equipment over 2 to 15 years.
Depreciation and amortization of assets used in manufacturing, warehousing and product distribution are recorded in Cost of sales. Depreciation and amortization of all other assets are recorded in Operating overhead expense.
58 NIKE, INC.
SOFTWARE DEVELOPMENT COSTS
Internal Use Software: Expenditures for major software purchases and software developed for internal use are capitalized and amortized over a 2 to 12-year period on a straight-line basis. The Company's policy provides for the capitalization of external direct costs associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred.
Computer Software to be Sold, Leased or Otherwise Marketed: Development costs of computer software to be sold, leased or otherwise marketed as an integral part of a product are subject to capitalization beginning when a product's technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company's products are released soon after technological feasibility has been established. Therefore, software development costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally most software development costs have been expensed as incurred.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company reviews the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, the Company would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group's carrying amount and its estimated fair value.
GOODWILL AND INDEFINITE-LIVED INTANGIBLE ASSETS
The Company performs annual impairment tests on goodwill and intangible assets with indefinite lives in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit or an intangible asset with an indefinite life below its carrying value. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, planned divestitures or an expectation that the carrying amount may not be recoverable, among other factors. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is unnecessary. If an impairment test is necessary, the Company will estimate the fair value of its related reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.
Indefinite-lived intangible assets primarily consist of acquired trade names and trademarks. The Company may first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the indefinite-lived intangible asset is not impaired, no quantitative fair value measurement is necessary. If a quantitative fair value measurement calculation is required for these intangible assets, the Company primarily utilizes the relief-from-royalty method. This method assumes trade names and trademarks have value to the extent their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires the Company to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital. If the carrying value of the indefinite-lived intangible exceeds its fair value, the asset is determined to be impaired and the Company will proceed with recording an impairment charge equal to the excess of the carrying value over the related fair value.
2019 FORM 10-K 59
OPERATING LEASES
The Company leases retail store space, certain distribution and warehouse facilities, office space, equipment and other non-real estate assets under operating leases. Operating lease agreements may contain rent escalation clauses, renewal options, rent holidays or certain landlord incentives, including tenant improvement allowances. Rent expense for non-cancelable operating leases with scheduled rent increases or landlord incentives are recognized on a straight-line basis over the lease term, beginning with the effective lease commencement date, which is generally the date in which the Company takes possession of or controls the physical use of the property. Certain leases also provide for contingent rent, which is generally determined as a percent of sales in excess of specified levels. A contingent rent liability is recognized together with the corresponding rent expense when specified levels have been achieved or when the Company determines that achieving the specified levels during the period is probable.
FAIR VALUE MEASUREMENTS
The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives, equity securities and available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).
The levels of the fair value hierarchy are described below:
| • | Level 1: 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 with little or no market data available, which require the reporting entity to develop its own assumptions. |
The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.
Pricing vendors are utilized for a majority of Level 1 and Level 2 investments. These vendors either provide a quoted market price in an active market or use observable inputs without applying significant adjustments in their pricing. Observable inputs include broker quotes, interest rates and yield curves observable at commonly quoted intervals, volatilities and credit risks. The fair value of derivative contracts is determined using observable market inputs such as the daily market foreign currency rates, forward pricing curves, currency volatilities, currency correlations and interest rates and considers nonperformance risk of the Company and its counterparties.
The Company's fair value measurement process includes comparing fair values to another independent pricing vendor to ensure appropriate fair values are recorded.
Refer to Note 6 — Fair Value Measurements for additional information.
FOREIGN CURRENCY TRANSLATION AND FOREIGN CURRENCY TRANSACTIONS
Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of Accumulated other comprehensive income (loss) in Total shareholders' equity.
The Company's global subsidiaries have various assets and liabilities, primarily receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to re-measurement, the impact of which is recorded in Other (income) expense, net, within the Consolidated Statements of Income.
ACCOUNTING FOR DERIVATIVES AND HEDGING ACTIVITIES
The Company uses derivative financial instruments to reduce its exposure to changes in foreign currency exchange rates and interest rates. All derivatives are recorded at fair value on the Consolidated Balance Sheets and changes in the fair value of derivative financial instruments are either recognized in Accumulated other comprehensive income (loss) (a component of Total shareholders' equity), Long-term debt or Net income depending on the nature of the underlying exposure, whether the derivative is formally designated as a hedge and, if designated, the extent to which the hedge is effective. The Company classifies the cash flows at settlement from derivatives in the same category as the cash flows from the related hedged items. For undesignated hedges and designated cash flow hedges, this is primarily within the Cash provided by operations component of the
60 NIKE, INC.
Consolidated Statements of Cash Flows. For designated net investment hedges, this is within the Cash used by investing activities component of the Consolidated Statements of Cash Flows. For the Company's fair value hedges, which are interest rate swaps used to mitigate the change in fair value of its fixed-rate debt attributable to changes in interest rates, the related cash flows from periodic interest payments are reflected within the Cash provided by operations component of the Consolidated Statements of Cash Flows. Refer to Note 14 — Risk Management and Derivatives for additional information on the Company's risk management program and derivatives.
STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation by estimating the fair value, net of estimated forfeitures, of equity awards and recognizing the related expense as Cost of sales or Operating overhead expense, as applicable, in the Consolidated Statements of Income on a straight-line basis over the vesting period. Substantially all awards vest ratably over four years of continued employment, with stock options expiring ten years from the date of grant. The fair value of options, stock appreciation rights, and employees' purchase rights under the employee stock purchase plans (ESPPs) is determined using the Black-Scholes option pricing model. The fair value of restricted stock and restricted stock units is established by the market price on the date of grant.
Refer to Note 11 — Common Stock and Stock-Based Compensation for additional information on the Company's stock-based compensation programs.
INCOME TAXES
The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized.
The Company recognizes a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not the position will be sustained upon examination by relevant tax authorities. The Company recognizes interest and penalties related to income tax matters in Income tax expense.
Refer to Note 9 — Income Taxes for further discussion.
EARNINGS PER SHARE
Basic earnings per common share is calculated by dividing Net income by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive stock options and awards.
Refer to Note 12 — Earnings Per Share for further discussion.
MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, including estimates relating to assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In May 2014, the Financial Accounting Standards Board (FASB) issued Topic 606, which replaces existing revenue recognition guidance. The new standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, Topic 606 requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted this standard using a modified retrospective approach in the first quarter of fiscal 2019 with the cumulative effect of initially applying the standard recognized in Retained earnings at June 1, 2018. Comparative prior period information has not been adjusted and continues to be reported in accordance with previous revenue recognition guidance in Topic 605. The Company has applied the new standard to all contracts at adoption.
2019 FORM 10-K 61
The Company's adoption of Topic 606 resulted in a change to the timing of revenue recognition. The satisfaction of the Company's performance obligation is based upon transfer of control over a product to a customer, which results in sales being recognized upon shipment rather than upon delivery for certain wholesale transactions and substantially all digital commerce sales. A customer is considered to have control once they are able to direct the use and receive substantially all of the benefits of the product. This resulted in a cumulative effect adjustment, which increased Retained earnings by $23 million at June 1, 2018. The adoption of Topic 606 did not have a material effect on the Consolidated Statements of Income for fiscal 2019.
Additionally, the Company's reserve balances for returns, post-invoice sales discounts and miscellaneous claims for wholesale transactions were previously reported net of the estimated cost of inventory for product returns, and as a reduction to Accounts receivable, net on the Consolidated Balance Sheets. Under Topic 606, an asset for the estimated cost of inventory for expected products returns is now recognized separately from the liability for sales-related reserves. This resulted in an increase to Accounts receivable, net, an increase in Prepaid expenses and other current assets and an increase in Accrued liabilities on the Consolidated Balance Sheets at May 31, 2019. Sales-related reserves for the Company's direct to consumer operations continue to be recognized in Accrued liabilities, but are now recorded separately from an asset for the estimated cost of inventory for expected product returns, which is recognized in Prepaid expenses and other current assets. The following table presents the related effect of the adoption of Topic 606 on the Consolidated Balance Sheets at May 31, 2019:
| AS OF MAY 31, 2019 | |||||||||
| (Dollars in millions) | AS REPORTED | EFFECT OF ADOPTION | BALANCES WITHOUT ADOPTION OF TOPIC 606 | ||||||
| Accounts receivable, net | $ | 4,272 | $ | 782 | $ | 3,490 | |||
| Prepaid expenses and other current assets | 1,968 | 410 | 1,558 | ||||||
| Total current assets | 16,525 | 1,192 | 15,333 | ||||||
| TOTAL ASSETS | 23,717 | 1,192 | 22,525 | ||||||
| Accrued liabilities | 5,010 | 1,192 | 3,818 | ||||||
| Total current liabilities | 7,866 | 1,192 | 6,674 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 23,717 | $ | 1,192 | $ | 22,525 |
Other impacts from the adoption of Topic 606 on the Consolidated Financial Statements were immaterial. Refer to Note 16 — Revenues for further discussion.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (Loss). The standard allows for reclassification of stranded tax effects on items resulting from the Tax Cuts and Jobs Act (the “Tax Act”) from Accumulated other comprehensive income (loss) to Retained earnings. Tax effects unrelated to the Tax Act are released from Accumulated other comprehensive income (loss) using either the specific identification approach or the portfolio approach based on the nature of the underlying item. The Company early adopted the ASU in the third quarter of fiscal 2018. As a result of the adoption, Retained earnings decreased by $17 million, with a corresponding increase to Accumulated other comprehensive income (loss) due to the reduction in the corporate tax rate from 35% to 21%. Refer to Note 9 — Income Taxes for additional information on the impact of the Tax Act.
In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which changes how companies account for certain aspects of share-based payment awards to employees. The Company adopted the ASU in the first quarter of fiscal 2018. The updated guidance requires excess tax benefits and deficiencies from share-based payment awards to be recorded in income tax expense in the income statement. Previously, excess tax benefits and deficiencies were recognized in shareholders' equity on the balance sheet. This change is required to be applied prospectively. During fiscal 2019 and fiscal 2018, the Company recognized $175 million and $230 million, respectively, of excess tax benefits related to share-based payment awards in Income tax expense in the Consolidated Statements of Income.
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The updated guidance requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Income tax effects of intra-entity transfers of inventory will continue to be deferred until the inventory has been sold to a third party. The Company adopted the standard on June 1, 2018, using a modified retrospective approach, with the cumulative effect of applying the new standard recognized in Retained earnings at the date of adoption. The adoption resulted in reductions to Retained earnings, Deferred income taxes and other assets, and Prepaid expenses and other current assets of $507 million, $422 million and $45 million, respectively, and an increase in Deferred income taxes and other liabilities of $40 million on the Consolidated Balance Sheets.
62 NIKE, INC.
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The Company elected to early adopt the ASU in the first quarter of fiscal 2019 and the adoption of the new guidance did not have a material impact on the Consolidated Financial Statements.
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplified the accounting for goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill in measuring an impairment charge, previously Step 2 of the goodwill impairment test. Under the new standard, an impairment charge is recorded based on the excess of a reporting unit's carrying amount over its fair value, previously Step 1 of the goodwill impairment test. The guidance still allows companies to perform the optional qualitative assessment before determining whether to proceed to Step 1. The Company adopted the ASU in the first quarter of fiscal 2019 and the adoption of this standard did not have a material impact on the Consolidated Financial Statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The Company adopted the ASU in the first quarter of fiscal 2019 and the adoption of the new guidance did not have a material impact on the Consolidated Financial Statements.
RECENTLY ISSUED ACCOUNTING STANDARDS
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which replaces existing lease accounting guidance. The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use (ROU) assets and corresponding lease liabilities on the balance sheet. ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The new guidance will require the Company to continue to classify leases as either an operating or finance lease, with classification affecting the pattern of expense recognition in the income statement. In addition, the new standard requires enhanced disclosure surrounding the amount, timing and uncertainty of cash flows arising from leasing agreements. In July 2018, the FASB issued ASU No. 2018-11, which provides entities with an additional transition method to adopt Topic 842. Under the new transition method, an entity initially applies the new standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will elect this transition method at the adoption date of June 1, 2019.
Upon adoption, the Company will elect the package of transition practical expedients which would allow the Company to carry forward prior conclusions related to: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases and (iii) initial direct costs for existing leases. Additionally, the Company will elect the practical expedient to not separate lease components from nonlease components for all real estate leases within the portfolio. The Company will make an accounting policy election to keep leases with an initial term of 12 months or less off the Consolidated Balance Sheets and will recognize related lease payments in the Consolidated Statements of Income on a straight-line basis over the lease term.
In preparation for implementation, the Company has been executing changes to business processes, including implementing a software solution to assist with the new reporting requirements. Upon adoption, the Company's total assets and total liabilities will increase by approximately $2.8 billion. The Company does not believe the standard will have a material impact on the Consolidated Statements of Income or Consolidated Statements of Cash Flows.
2019 FORM 10-K 63
| NOTE 2 — INVENTORIES |
Inventory balances of $5,622 million and $5,261 million at May 31, 2019 and 2018, respectively, were substantially all finished goods.
| NOTE 3 — PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment, net included the following:
| AS OF MAY 31, | ||||||
| (Dollars in millions) | 2019 | 2018 | ||||
| Land and improvements | $ | 329 | $ | 331 | ||
| Buildings | 2,445 | 2,195 | ||||
| Machinery, equipment and internal-use software | 4,335 | 4,230 | ||||
| Leasehold improvements | 1,563 | 1,494 | ||||
| Construction in process | 797 | 641 | ||||
| Total property, plant and equipment, gross | 9,469 | 8,891 | ||||
| Less accumulated depreciation | 4,725 | 4,437 | ||||
| TOTAL PROPERTY, PLANT AND EQUIPMENT, NET | $ | 4,744 | $ | 4,454 |
Capitalized interest was not material for the years ended May 31, 2019, 2018 and 2017.
| NOTE 4 — IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL |
Identifiable intangible assets, net consist of indefinite-lived trademarks, acquired trademarks and other intangible assets. The following table summarizes the Company's Identifiable intangible assets, net balances as of May 31, 2019 and 2018:
| AS OF MAY 31, | |||||||||||||||||||
| 2019 | 2018 | ||||||||||||||||||
| (Dollars in millions) | GROSS CARRYING AMOUNT | ACCUMULATED AMORTIZATION | NET CARRYING AMOUNT | GROSS CARRYING AMOUNT | ACCUMULATED AMORTIZATION | NET CARRYING AMOUNT | |||||||||||||
| Indefinite-lived trademarks | $ | 281 | $ | — | $ | 281 | $ | 281 | $ | — | $ | 281 | |||||||
| Acquired trademarks and other | 22 | 20 | 2 | 22 | 18 | 4 | |||||||||||||
| IDENTIFIABLE INTANGIBLE ASSETS, NET | $ | 303 | $ | 20 | $ | 283 | $ | 303 | $ | 18 | $ | 285 |
Goodwill was $154 million at May 31, 2019 and 2018, of which $65 million was included in the Converse segment for both periods. The remaining amounts were included in Global Brand Divisions for segment reporting purposes. There were no accumulated impairment losses for goodwill as of either period end.
64 NIKE, INC.
| NOTE 5 — ACCRUED LIABILITIES |
Accrued liabilities included the following:
| AS OF MAY 31, | ||||||
| (Dollars in millions) | 2019 | 2018 | ||||
| Compensation and benefits, excluding taxes | $ | 1,232 | $ | 897 | ||
| Sales-related reserves(1) | 1,218 | 20 | ||||
| Endorsement compensation | 424 | 425 | ||||
| Dividends payable | 346 | 320 | ||||
| Import and logistics costs | 296 | 268 | ||||
| Collateral received from counterparties to hedging instruments | 289 | 23 | ||||
| Taxes other than income taxes payable | 234 | 224 | ||||
| Advertising and marketing | 114 | 140 | ||||
| Fair value of derivatives | 52 | 184 | ||||
| Other(2) | 805 | 768 | ||||
| TOTAL ACCRUED LIABILITIES | $ | 5,010 | $ | 3,269 |
| (1) | Sales-related reserves as of May 31, 2019 reflect the Company's fiscal 2019 adoption of Topic 606. As of May 31, 2018, Sales-related reserves reflect the Company's prior accounting under Topic 605. Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of the new standard. |
| (2) | Other consists of various accrued expenses with no individual item accounting for more than 5% of the total Accrued liabilities balance at May 31, 2019 and 2018. |
| NOTE 6 — FAIR VALUE MEASUREMENTS |
The following tables present information about the Company's financial assets measured at fair value on a recurring basis as of May 31, 2019 and 2018, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement. Refer to Note 1 — Summary of Significant Accounting Policies for additional detail regarding the Company's fair value measurement methodology.
| AS OF MAY 31, 2019 | |||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | CASH AND EQUIVALENTS | SHORT-TERM INVESTMENTS | ||||||
| Cash | $ | 853 | $ | 853 | $ | — | |||
| Level 1: | |||||||||
| U.S. Treasury securities | 347 | 200 | 147 | ||||||
| Level 2: | |||||||||
| Commercial paper and bonds | 34 | 1 | 33 | ||||||
| Money market funds | 1,637 | 1,637 | — | ||||||
| Time deposits | 1,791 | 1,775 | 16 | ||||||
| U.S. Agency securities | 1 | — | 1 | ||||||
| Total Level 2 | 3,463 | 3,413 | 50 | ||||||
| TOTAL | $ | 4,663 | $ | 4,466 | $ | 197 |
2019 FORM 10-K 65
| AS OF MAY 31, 2018 | |||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | CASH AND EQUIVALENTS | SHORT-TERM INVESTMENTS | ||||||
| Cash | $ | 415 | $ | 415 | $ | — | |||
| Level 1: | |||||||||
| U.S. Treasury securities | 1,178 | 500 | 678 | ||||||
| Level 2: | |||||||||
| Commercial paper and bonds | 451 | 153 | 298 | ||||||
| Money market funds | 2,174 | 2,174 | — | ||||||
| Time deposits | 925 | 907 | 18 | ||||||
| U.S. Agency securities | 102 | 100 | 2 | ||||||
| Total Level 2 | 3,652 | 3,334 | 318 | ||||||
| TOTAL | $ | 5,245 | $ | 4,249 | $ | 996 |
The Company elects to record the gross assets and liabilities of its derivative financial instruments on the Consolidated Balance Sheets. 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. Any amounts of cash collateral received related to these instruments associated with the Company's credit-related contingent features are recorded in Cash and equivalents and Accrued liabilities, the latter of which would further offset against the Company's derivative asset balance (refer to Note 14 — Risk Management and Derivatives). Any amounts of cash collateral posted related to these instruments associated with the Company's credit-related contingent features are recorded in Prepaid expenses and other current assets, which would further offset against the Company's derivative liability balance (refer to Note 14 — Risk Management and Derivatives). Cash collateral received or posted related to the Company's credit related contingent features is presented in the Cash provided by operations component of the Consolidated Statements of Cash Flows. Any amounts of non-cash collateral received, such as securities, are not recorded on the Consolidated Balance Sheets pursuant to U.S. GAAP. For further information related to credit risk, refer to Note 14 — Risk Management and Derivatives.
The following tables present information about the Company's derivative assets and liabilities measured at fair value on a recurring basis as of May 31, 2019 and 2018, and indicate the level in the fair value hierarchy in which the Company classifies the fair value measurement.
| AS OF MAY 31, 2019 | |||||||||||||||||||
| DERIVATIVE ASSETS | DERIVATIVE LIABILITIES | ||||||||||||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | OTHER CURRENT ASSETS | OTHER LONG-TERM ASSETS | LIABILITIES AT FAIR VALUE | ACCRUED LIABILITIES | OTHER LONG-TERM LIABILITIES | |||||||||||||
| Level 2: | |||||||||||||||||||
| Foreign exchange forwards and options(1) | $ | 611 | $ | 611 | $ | — | $ | 51 | $ | 51 | $ | — | |||||||
| Embedded derivatives | 11 | 5 | 6 | 3 | 1 | 2 | |||||||||||||
| TOTAL | $ | 622 | $ | 616 | $ | 6 | $ | 54 | $ | 52 | $ | 2 |
| (1) | If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $50 million as of May 31, 2019. As of that date, the Company had received $289 million of cash collateral from various counterparties related to foreign exchange derivative instruments. No amount of collateral was posted on the Company's derivative liability balance as of May 31, 2019. |
66 NIKE, INC.
| AS OF MAY 31, 2018 | |||||||||||||||||||
| DERIVATIVE ASSETS | DERIVATIVE LIABILITIES | ||||||||||||||||||
| (Dollars in millions) | ASSETS AT FAIR VALUE | OTHER CURRENT ASSETS | OTHER LONG-TERM ASSETS | LIABILITIES AT FAIR VALUE | ACCRUED LIABILITIES | OTHER LONG-TERM LIABILITIES | |||||||||||||
| Level 2: | |||||||||||||||||||
| Foreign exchange forwards and options(1) | $ | 389 | $ | 237 | $ | 152 | $ | 182 | $ | 182 | $ | — | |||||||
| Embedded derivatives | 11 | 3 | 8 | 8 | 2 | 6 | |||||||||||||
| TOTAL | $ | 400 | $ | 240 | $ | 160 | $ | 190 | $ | 184 | $ | 6 |
| (1) | If the foreign exchange derivative instruments had been netted on the Consolidated Balance Sheets, the asset and liability positions each would have been reduced by $182 million as of May 31, 2018. As of that date, the Company had received $23 million of cash collateral from various counterparties related to foreign exchange derivative instruments. No amount of collateral was posted on the Company's derivative liability balance as of May 31, 2018. |
The Company's investment portfolio consists of investments in U.S. Treasury and Agency securities, time deposits, money market funds, corporate commercial paper and bonds. These securities are valued using market prices in both active markets (Level 1) and less active markets (Level 2). As of May 31, 2019, the Company held $158 million of available-for-sale debt securities with maturity dates within one year and $39 million with maturity dates over one year and less than five years in Short-term investments on the Consolidated Balance Sheets. The gross realized gains and losses on sales of securities were immaterial for the fiscal years ended May 31, 2019 and 2018. Unrealized gains and losses on available-for-sale debt securities included in Accumulated other comprehensive income (loss) were immaterial as of May 31, 2019 and 2018. The Company regularly reviews its available-for-sale debt securities for other-than-temporary impairment. For the years ended May 31, 2019 and 2018, the Company did not consider any of its securities to be other-than-temporarily impaired and, accordingly, did not recognize any impairment losses.
Included in Interest expense (income), net was interest income related to the Company's investment portfolio of $82 million, $70 million and $27 million for the years ended May 31, 2019, 2018 and 2017, respectively.
The Company's Level 3 assets comprise investments in certain non-marketable preferred stock. These Level 3 investments are an immaterial portion of the Company's portfolio and changes in these investments were immaterial during the years ended May 31, 2019 and 2018.
No transfers among the levels within the fair value hierarchy occurred during the years ended May 31, 2019 or 2018.
For additional information related to the Company's derivative financial instruments, refer to Note 14 — Risk Management and Derivatives. For fair value information regarding Notes payable and Long-term debt, refer to Note 7 — Short-Term Borrowings and Credit Lines and Note 8 — Long-Term Debt, respectively. The carrying amounts of other current financial assets and other current financial liabilities approximate fair value.
As of May 31, 2019 and 2018, assets or liabilities required to be measured at fair value on a non-recurring basis were immaterial.
| NOTE 7 — SHORT-TERM BORROWINGS AND CREDIT LINES |
Notes payable and interest-bearing accounts payable to Sojitz Corporation of America (“Sojitz America”) as of May 31, 2019 and 2018 are summarized below:
| AS OF MAY 31, | |||||||||||||
| 2019 | 2018 | ||||||||||||
| (Dollars in millions) | BORROWINGS | INTEREST RATE | BORROWINGS | INTEREST RATE | |||||||||
| Notes payable: | |||||||||||||
| Commercial paper | $ | — | 0.00 | % | $ | 325 | 1.77 | % | |||||
| U.S. operations | 2 | 0.00 | % | (1) | 1 | 0.00 | % | (1) | |||||
| Non-U.S. operations | 7 | 26.00 | % | (1) | 10 | 18.11 | % | (1) | |||||
| TOTAL NOTES PAYABLE | $ | 9 | $ | 336 | |||||||||
| Interest-bearing accounts payable: | |||||||||||||
| Sojitz America | $ | 75 | 3.27 | % | $ | 61 | 2.82 | % |
| (1) | Weighted average interest rate includes non-interest bearing overdrafts. |
2019 FORM 10-K 67
The carrying amounts reflected in the Consolidated Balance Sheets for Notes payable approximate fair value.
The Company purchases through Sojitz America certain NIKE Brand products it acquires from non-U.S. suppliers. These purchases are for products sold in certain countries in the Company's Asia Pacific & Latin America geographic operating segment and Canada, excluding products produced and sold in the same country. Accounts payable to Sojitz America are generally due up to 60 days after shipment of goods from the foreign port. The interest rate on such accounts payable is the 60-day London Interbank Offered Rate (“LIBOR”) as of the beginning of the month of the invoice date, plus 0.75%.
As of May 31, 2019, no borrowings were outstanding under the Company's $2 billion commercial paper program. As of May 31, 2018, the Company had $325 million outstanding at a weighted average interest rate of 1.77%.
On August 28, 2015, the Company entered into a committed credit facility agreement with a syndicate of banks which provides for up to $2 billion of borrowings. The facility matures August 28, 2020, with a one-year extension option prior to any anniversary of the closing date, provided that in no event shall it extend beyond August 28, 2022. Based on the Company's current long-term senior unsecured debt ratings of AA- and A1 from Standard and Poor's Corporation and Moody's Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing LIBOR plus 0.455%. The facility fee is 0.045% of the total commitment. Under the committed credit facility, the Company must maintain certain financial ratios, among other things, with which the Company was in compliance at May 31, 2019. No amounts were outstanding under the committed credit facility as of May 31, 2019 or 2018.
| NOTE 8 — LONG-TERM DEBT |
Long-term debt, net of unamortized premiums, discounts and debt issuance costs, comprises the following:
| BOOK VALUE OUTSTANDING AS OF MAY 31, | ||||||||||||
| Scheduled Maturity (Dollars and Yen in millions) | ORIGINAL PRINCIPAL | INTEREST RATE | INTEREST PAYMENTS | 2019 | 2018 | |||||||
| Corporate Bond Payables:(1)(2) | ||||||||||||
| May 1, 2023 | $ | 500 | 2.25 | % | Semi-Annually | $ | 498 | $ | 498 | |||
| November 1, 2026 | 1,000 | 2.38 | % | Semi-Annually | 994 | 994 | ||||||
| May 1, 2043 | 500 | 3.63 | % | Semi-Annually | 495 | 495 | ||||||
| November 1, 2045 | 1,000 | 3.88 | % | Semi-Annually | 983 | 982 | ||||||
| November 1, 2046 | 500 | 3.38 | % | Semi-Annually | 491 | 490 | ||||||
| Japanese Yen Notes:(3) | ||||||||||||
| August 20, 2001 through November 20, 2020 | ¥ | 9,000 | 2.60 | % | Quarterly | $ | 6 | $ | 10 | |||
| August 20, 2001 through November 20, 2020 | 4,000 | 2.00 | % | Quarterly | 3 | 5 | ||||||
| Total | 3,470 | 3,474 | ||||||||||
| Less current maturities | 6 | 6 | ||||||||||
| TOTAL LONG-TERM DEBT | $ | 3,464 | $ | 3,468 |
| (1) | These senior unsecured obligations rank equally with the Company's other unsecured and unsubordinated indebtedness. |
| (2) | The bonds are redeemable at the Company's option up to three months prior to the scheduled maturity date for the bonds maturing in 2023 and 2026, and up to six months prior to the scheduled maturity date for the bonds maturing in 2043, 2045 and 2046, at a price equal to the greater of (i) 100% of the aggregate principal amount of the notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments, plus in each case, accrued and unpaid interest. Within three and six months to scheduled maturity, 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. |
| (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. |
The scheduled maturity of Long-term debt in each of the years ending May 31, 2020 through 2024 are $6 million, $3 million, $0 million, $500 million and $0 million, respectively, at face value.
The Company's long-term debt is recorded at adjusted cost, net of unamortized premiums, discounts and debt issuance costs. The fair value of long-term debt is estimated based upon quoted prices for similar instruments or quoted prices for identical instruments in inactive markets (Level 2). The fair value of the Company's long-term debt, including the current portion, was approximately $3,524 million at May 31, 2019 and $3,294 million at May 31, 2018.
68 NIKE, INC.
| NOTE 9 — INCOME TAXES |
Income before income taxes is as follows:
| YEAR ENDED MAY 31, | |||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||
| Income before income taxes: | |||||||||
| United States | $ | 593 | $ | 744 | $ | 1,240 | |||
| Foreign | 4,208 | 3,581 | 3,646 | ||||||
| TOTAL INCOME BEFORE INCOME TAXES | $ | 4,801 | $ | 4,325 | $ | 4,886 |
The provision for income taxes is as follows:
| YEAR ENDED MAY 31, | |||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||
| Current: | |||||||||
| United States | |||||||||
| Federal | $ | 74 | $ | 1,167 | $ | 398 | |||
| State | 56 | 45 | 82 | ||||||
| Foreign | 608 | 533 | 439 | ||||||
| Total Current | 738 | 1,745 | 919 | ||||||
| Deferred: | |||||||||
| United States | |||||||||
| Federal | (33 | ) | 595 | (279 | ) | ||||
| State | (9 | ) | 25 | (9 | ) | ||||
| Foreign | 76 | 27 | 15 | ||||||
| Total Deferred | 34 | 647 | (273 | ) | |||||
| TOTAL INCOME TAX EXPENSE | $ | 772 | $ | 2,392 | $ | 646 |
The Tax Act was signed into law on December 22, 2017 and significantly changed previous U.S. tax laws, including a reduction in the corporate tax rate from 35% to 21% and a one-time transition tax on deemed repatriation of undistributed foreign earnings. For fiscal 2018, the change in the corporate tax rate resulted in a blended U.S. federal statutory rate for the Company of approximately 29%. Certain provisions of the Tax Act, including a provision to tax global intangible low-taxed income (GILTI) of foreign subsidiaries, were not effective for the Company until fiscal 2019. In accordance with U.S. GAAP, the Company has made an accounting policy election to treat taxes due under the GILTI provision as a current period expense. Implementation of the Tax Act required the Company to record incremental provisional tax expense in fiscal 2018, which increased its effective tax rate in fiscal 2018. The Company completed its analysis of the Tax Act in the second quarter of fiscal 2019 and no adjustments were made to the provisional amounts recorded. As of May 31, 2019 and 2018, long-term income taxes payable were $902 million and $993 million, respectively, and were included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets.
A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate is as follows:
| YEAR ENDED MAY 31, | ||||||
| 2019 | 2018 | 2017 | ||||
| Federal income tax rate | 21.0 | % | 29.2 | % | 35.0 | % |
| State taxes, net of federal benefit | 1.2 | % | 1.2 | % | 1.1 | % |
| Foreign earnings | -2.1 | % | -17.5 | % | -20.7 | % |
| Transition tax related to the Tax Act | — | % | 43.3 | % | — | % |
| Remeasurement of deferred tax assets and liabilities related to the Tax Act | — | % | 3.7 | % | — | % |
| Excess tax benefits from share-based compensation | -3.6 | % | -5.3 | % | — | % |
| Resolution of a U.S. tax matter | — | % | — | % | -3.2 | % |
| U.S. Research and Development tax credit | -1.1 | % | -0.6 | % | -0.6 | % |
| Other, net | 0.7 | % | 1.3 | % | 1.6 | % |
| EFFECTIVE INCOME TAX RATE | 16.1 | % | 55.3 | % | 13.2 | % |
2019 FORM 10-K 69
The effective tax rate for the year ended May 31, 2019 was lower than the effective tax rate for the year ended May 31, 2018 due to significant changes related to the enactment of the Tax Act in the prior year and reduction in the U.S. federal statutory rate to 21% in the current year. The foreign earnings rate impact shown above for the year ended May 31, 2019 includes 1.5% of U.S. tax on foreign earnings driven by the impact of the Tax Act.
The effective tax rate for the year ended May 31, 2018 was higher than the effective tax rate for the year ended May 31, 2017 primarily due to the enactment of the Tax Act, which included provisional expense of $1,875 million for the one-time transition tax on the deemed repatriation of undistributed foreign earnings, and $158 million due to the remeasurement of deferred tax assets and liabilities. The remaining provisions of the Tax Act, which were a net benefit to the effective tax rate, did not have a material impact on the Company's Consolidated Financial Statements during fiscal 2018. Additionally, the increase in the effective tax rate was partially offset by the tax benefit from share-based compensation in the current period as a result of the adoption of ASU 2016-09 in the first quarter of fiscal 2018. During the year ended May 31, 2017, income tax benefit of $177 million attributable to employee share-based compensation were allocated to Total shareholders' equity. As a result of the adoption of ASU 2016-09, beginning in fiscal 2018, income tax benefits from share-based compensation are reported in the Consolidated Statements of Income.
Deferred tax assets and liabilities comprise the following:
| AS OF MAY 31, | ||||||
| (Dollars in millions) | 2019 | 2018 | ||||
| Deferred tax assets: | ||||||
| Inventories | $ | 66 | $ | 73 | ||
| Sales return reserves | 128 | 104 | ||||
| Deferred compensation | 271 | 250 | ||||
| Stock-based compensation | 156 | 135 | ||||
| Reserves and accrued liabilities | 101 | 102 | ||||
| Net operating loss carry-forwards | 81 | 88 | ||||
| Other | 125 | 106 | ||||
| Total deferred tax assets | 928 | 858 | ||||
| Valuation allowance | (88 | ) | (95 | ) | ||
| Total deferred tax assets after valuation allowance | 840 | 763 | ||||
| Deferred tax liabilities: | ||||||
| Foreign withholding tax on undistributed earnings of foreign subsidiaries | (235 | ) | (155 | ) | ||
| Property, plant and equipment | (188 | ) | (167 | ) | ||
| Intangibles | (23 | ) | (77 | ) | ||
| Other | (18 | ) | (26 | ) | ||
| Total deferred tax liabilities | (464 | ) | (425 | ) | ||
| NET DEFERRED TAX ASSET | $ | 376 | $ | 338 |
The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits:
| AS OF MAY 31, | |||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||
| Unrecognized tax benefits, beginning of the period | $ | 698 | $ | 461 | $ | 506 | |||
| Gross increases related to prior period tax positions | 85 | 19 | 31 | ||||||
| Gross decreases related to prior period tax positions | (32 | ) | (12 | ) | (163 | ) | |||
| Gross increases related to current period tax positions | 81 | 249 | 115 | ||||||
| Settlements | — | — | (12 | ) | |||||
| Lapse of statute of limitations | (35 | ) | (20 | ) | (21 | ) | |||
| Changes due to currency translation | 11 | 1 | 5 | ||||||
| UNRECOGNIZED TAX BENEFITS, END OF THE PERIOD | $ | 808 | $ | 698 | $ | 461 |
As of May 31, 2019, total gross unrecognized tax benefits, excluding related interest and penalties, were $808 million, $582 million of which would affect the Company's effective tax rate if recognized in future periods. The majority of the total gross unrecognized tax benefits are long-term in nature and included within Deferred income taxes and other liabilities on the Consolidated Balance Sheets.
70 NIKE, INC.
The Company recognizes interest and penalties related to income tax matters in income tax expense. The liability for payment of interest and penalties increased by $17 million during the year ended May 31, 2019, decreased by $14 million during the year ended May 31, 2018 and decreased by $38 million during the year ended May 31, 2017. As of May 31, 2019 and 2018, accrued interest and penalties related to uncertain tax positions were $174 million and $157 million, respectively (excluding federal benefit).
The Company is subject to taxation in the United States, as well as various state and foreign jurisdictions. The Company has closed all U.S. federal income tax matters through fiscal 2016, with the exception of certain transfer pricing adjustments. The Company's major foreign jurisdictions, China and the Netherlands, have concluded substantially all income tax matters through calendar 2008 and fiscal 2012, respectively. Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $210 million within the next 12 months. In January 2019, the European Commission opened a formal investigation to examine whether the Netherlands has breached State Aid rules when granting certain tax rulings to the Company. The Company believes the investigation is without merit. If this matter is adversely resolved, the Netherlands may be required to assess additional amounts with respect to current and prior periods, and the company's Netherlands income taxes in the future could increase.
The Company historically provided for U.S. income taxes on the undistributed earnings of foreign subsidiaries unless they were considered indefinitely reinvested outside the United States. As a result of the enactment of the Tax Act, in fiscal 2018 the Company reevaluated its historic indefinite reinvestment assertion and determined that any historical or future undistributed earnings of foreign subsidiaries are no longer considered to be indefinitely reinvested.
A portion of the Company's foreign operations benefit from a tax holiday, which is set to expire in 2021. This tax holiday may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The tax benefit attributable to this tax holiday was $167 million, $126 million and $187 million for the fiscal years ended May 31, 2019, 2018 and 2017, respectively. The benefit of the tax holiday on diluted earnings per common share was $0.10, $0.08 and $0.11 for the fiscal years ended May 31, 2019, 2018 and 2017, respectively.
Deferred tax assets at May 31, 2019 and 2018 were reduced by a valuation allowance primarily relating to tax benefits of certain entities with operating losses. There was a $7 million net decrease in the valuation allowance for the year ended May 31, 2019, compared to a $13 million net increase for the year ended May 31, 2018, and $30 million net increase for the year ended May 31, 2017.
The Company has available domestic and foreign loss carry-forwards of $257 million at May 31, 2019. If not utilized, such losses will expire as follows:
| YEAR ENDING MAY 31, | |||||||||||||||||||||
| (Dollars in millions) | 2020 | 2021 | 2022 | 2023 | 2024-2039 | INDEFINITE | TOTAL | ||||||||||||||
| Net operating losses | $ | 5 | $ | 2 | $ | 1 | $ | 26 | $ | 34 | $ | 189 | $ | 257 |
| NOTE 10 — REDEEMABLE PREFERRED STOCK |
Sojitz America is the sole owner of the Company's authorized redeemable preferred stock, $1 par value, which is redeemable at the option of Sojitz America or the Company at par value aggregating $0.3 million. A cumulative dividend of $0.10 per share is payable annually on May 31 and no dividends may be declared or paid on the common stock of the Company unless dividends on the redeemable preferred stock have been declared and paid in full. There have been no changes in the redeemable preferred stock in the fiscal years ended May 31, 2019, 2018 and 2017. As the holder of the redeemable preferred stock, Sojitz America does not have general voting rights, but does have the right to vote as a separate class on the sale of all or substantially all of the assets of the Company and its subsidiaries, on merger, consolidation, liquidation or dissolution of the Company, or on the sale or assignment of the NIKE trademark for athletic footwear sold in the United States. The redeemable preferred stock has been fully issued to Sojitz America and is not blank check preferred stock. The Company's articles of incorporation do not permit the issuance of additional preferred stock.
2019 FORM 10-K 71
| NOTE 11 — COMMON STOCK AND STOCK-BASED COMPENSATION |
COMMON STOCK
The authorized number of shares of Class A Common Stock, no par value, and Class B Common Stock, no par value, are 400 million and 2,400 million, respectively. Each share of Class A Common Stock is convertible into one share of Class B Common Stock. Voting rights of Class B Common Stock are limited in certain circumstances with respect to the election of directors. There are no differences in the dividend and liquidation preferences or participation rights of the holders of Class A and Class B Common Stock. From time to time, the Company's Board of Directors authorizes share repurchase programs for the repurchase of Class B Common Stock. The value of repurchased shares is deducted from Total shareholders' equity through allocation to Capital in excess of stated value and Retained earnings.
STOCK-BASED COMPENSATION
The NIKE, Inc. Stock Incentive Plan (the “Stock Incentive Plan”) provides for the issuance of up to 718 million previously unissued shares of Class B Common Stock in connection with equity awards granted under the Stock Incentive Plan. The Stock Incentive Plan authorizes the grant of non-statutory stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and performance-based awards. The exercise price for stock options and stock appreciation rights may not be less than the fair market value of the underlying shares on the date of grant. A committee of the Board of Directors administers the Stock Incentive Plan. The committee has the authority to determine the employees to whom awards will be made, the amount of the awards and the other terms and conditions of the awards. The Company generally grants stock options and restricted stock on an annual basis. Substantially all awards under the Stock Incentive Plan vest ratably over 4 years of continued employment, with stock options expiring 10 years from the date of grant.
The following table summarizes the Company's total stock-based compensation expense recognized in Cost of sales or Operating overhead expense, as applicable:
| YEAR ENDED MAY 31, | |||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||
| Stock options(1) | $ | 207 | $ | 149 | $ | 145 | |||
| ESPPs | 40 | 34 | 36 | ||||||
| Restricted stock | 78 | 35 | 34 | ||||||
| TOTAL STOCK-BASED COMPENSATION EXPENSE | $ | 325 | $ | 218 | $ | 215 |
| (1) | Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees meeting certain retirement eligibility requirements. Accelerated stock option expense was $41 million, $18 million and $14 million for the years ended May 31, 2019, 2018 and 2017, respectively. |
The income tax benefit related to stock-based compensation expense was $175 million and $230 million for the fiscal years ended May 31, 2019 and 2018, respectively, and reported within Income tax expense in accordance with ASU 2016-09. For the fiscal year ended May 31, 2017, prior to the adoption of ASU 2016-09, income tax benefits related to stock-based compensation expense were $177 million and allocated to Total shareholders' equity.
STOCK OPTIONS
The weighted average fair value per share of the options granted during the years ended May 31, 2019, 2018 and 2017, computed as of the grant date using the Black-Scholes pricing model, was $22.78, $9.82 and $9.38, respectively. The weighted average assumptions used to estimate these fair values were as follows:
| YEAR ENDED MAY 31, | ||||||
| 2019 | 2018 | 2017 | ||||
| Dividend yield | 1.0 | % | 1.2 | % | 1.1 | % |
| Expected volatility | 26.6 | % | 16.4 | % | 17.4 | % |
| Weighted average expected life (in years) | 6.0 | 6.0 | 6.0 | |||
| Risk-free interest rate | 2.8 | % | 2.0 | % | 1.3 | % |
72 NIKE, INC.
The Company estimates the expected volatility based on the implied volatility in market traded options on the Company's common stock with a term greater than one year, along with other factors. The weighted average expected life of options is based on an analysis of historical and expected future exercise patterns. The interest rate is based on the U.S. Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the expected term of the options.
The following summarizes the stock option transactions under the plan discussed above:
| SHARES(1) | WEIGHTED AVERAGE OPTION PRICE | ||||
| (In millions) | |||||
| Options outstanding as of May 31, 2018 | 93.2 | $ | 40.73 | ||
| Exercised | (18.2 | ) | 29.70 | ||
| Forfeited | (1.8 | ) | 66.66 | ||
| Granted | 18.1 | 81.79 | |||
| Options outstanding as of May 31, 2019 | 91.3 | $ | 50.59 |
| (1) | Includes stock appreciation rights transactions. |
Options exercisable as of May 31, 2019 were 54.4 million and had a weighted average option price of $37.82 per share. The aggregate intrinsic value for options outstanding and exercisable at May 31, 2019 was $2,507 million and $2,138 million, respectively. The total intrinsic value of the options exercised during the years ended May 31, 2019, 2018 and 2017 was $938 million, $889 million and $594 million, respectively. The intrinsic value is the amount by which the market value of the underlying stock exceeds the exercise price of the options. The weighted average contractual life remaining for options outstanding and options exercisable at May 31, 2019 was 5.9 years and 4.3 years, respectively. As of May 31, 2019, the Company had $352 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized in Cost of sales or Operating overhead expense, as applicable, over a weighted average remaining period of 2.1 years.
EMPLOYEE STOCK PURCHASE PLANS
In addition to the Stock Incentive Plan, the Company gives employees the right to purchase shares at a discount from the market price under employee stock purchase plans (ESPPs). Subject to the annual statutory limit, employees are eligible to participate through payroll deductions of up to 10% of their compensation. At the end of each six-month offering period, shares are purchased by the participants at 85% of the lower of the fair market value at the beginning or the end of the offering period. Employees purchased 2.5 million, 3.1 million and 3.1 million shares during each of the fiscal years ended May 31, 2019, 2018 and 2017, respectively.
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
Recipients of restricted stock are entitled to cash dividends and to vote their respective shares throughout the period of restriction. Recipients of restricted stock units are entitled to dividend equivalent cash payments upon vesting. The number of restricted stock and restricted stock units vested includes shares of common stock withheld by the Company on behalf of employees to satisfy the minimum statutory tax withholding requirements.
The following summarizes the restricted stock and restricted stock unit activity under the plan discussed above:
| SHARES | WEIGHTED AVERAGE GRANT DATE FAIR VALUE | |||||
| (In millions) | ||||||
| Nonvested as of May 31, 2018 | 2.8 | $ | 59.14 | |||
| Vested | (0.6 | ) | 59.01 | |||
| Forfeited | (0.3 | ) | 66.24 | |||
| Granted | 2.5 | 80.95 | ||||
| Nonvested as of May 31, 2019 | 4.4 | $ | 70.93 |
2019 FORM 10-K 73
The weighted average grant date fair values per share of restricted stock and restricted stock units granted for the years ended May 31, 2019, 2018 and 2017 was $80.95, $62.51, and $57.59, respectively. During the years ended May 31, 2019, 2018 and 2017, the aggregate fair value of restricted stock and restricted stock units vested was $44 million, $113 million and $60 million, respectively, determined as of the date of vesting. As of May 31, 2019, the Company had $195 million of unrecognized compensation costs from restricted stock and restricted stock units, net of estimated forfeitures, to be recognized in Cost of sales or Operating overhead expense, as applicable, over a weighted average period of 2.3 years.
| NOTE 12 — EARNINGS PER SHARE |
The following is a reconciliation from basic earnings per common share to diluted earnings per common share. The computations of diluted earnings per common share excluded options, including shares under ESPPs, to purchase an additional 17.5 million, 42.9 million and 30.5 million shares of common stock outstanding for the years ended May 31, 2019, 2018 and 2017, respectively, because the options were anti-dilutive.
| YEAR ENDED MAY 31, | |||||||||
| (Dollars in millions, except per share data) | 2019 | 2018 | 2017 | ||||||
| Net income available to common stockholders | $ | 4,029 | $ | 1,933 | $ | 4,240 | |||
| Determination of shares: | |||||||||
| Weighted average common shares outstanding | 1,579.7 | 1,623.8 | 1,657.8 | ||||||
| Assumed conversion of dilutive stock options and awards | 38.7 | 35.3 | 34.2 | ||||||
| DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 1,618.4 | 1,659.1 | 1,692.0 | ||||||
| Earnings per common share: | |||||||||
| Basic | $ | 2.55 | $ | 1.19 | $ | 2.56 | |||
| Diluted | $ | 2.49 | $ | 1.17 | $ | 2.51 |
| NOTE 13 — BENEFIT PLANS |
The Company has a qualified 401(k) Savings and Profit Sharing Plan, in which all U.S. employees are able to participate. The Company matches a portion of employee contributions to the savings plan. Company contributions to the savings plan were $90 million, $80 million and $75 million and included in Cost of sales or Operating overhead expense, as applicable, for the years ended May 31, 2019, 2018 and 2017, respectively. The terms of the plan also allow for annual discretionary profit sharing contributions, as recommended by senior management and approved by the Board of Directors, to the accounts of eligible U.S. employees who work at least 1,000 hours in a year. Profit sharing contributions of $37 million, $59 million and $68 million were made to the plan and included in Cost of sales or Operating overhead expense, as applicable, for the years ended May 31, 2019, 2018 and 2017, respectively.
The Company also has a Long-Term Incentive Plan (LTIP) adopted by the Board of Directors and approved by shareholders in September 1997 and later amended and approved in fiscal 2007 and fiscal 2012. The Company recognized $83 million, $33 million and $21 million of Operating overhead expense related to cash awards under the LTIP during the years ended May 31, 2019, 2018 and 2017, respectively.
The Company allows certain highly compensated employees and non-employee directors of the Company to defer compensation under a nonqualified deferred compensation plan. Deferred compensation plan liabilities were $647 million and $641 million at May 31, 2019 and 2018, respectively, and primarily classified as non-current in Deferred income taxes and other liabilities on the Consolidated Balance Sheets.
The Company has pension plans in various countries worldwide. The pension plans are only available to local employees and are generally government mandated. The liability related to the unfunded pension liabilities of the plans was $73 million and $70 million at May 31, 2019 and 2018, respectively, and primarily classified as non-current in Deferred income taxes and other liabilities on the Consolidated Balance Sheets.
74 NIKE, INC.
| NOTE 14 — RISK MANAGEMENT AND DERIVATIVES |
The Company is exposed to global market risks, including the effect of changes in foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes.
The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP. The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to either recognized assets or liabilities or forecasted transactions and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.
The majority of derivatives outstanding as of May 31, 2019 are designated as foreign currency cash flow hedges, primarily for Euro/U.S. Dollar, British Pound/Euro, Chinese Yuan/U.S. Dollar and Japanese Yen/U.S. Dollar currency pairs. All derivatives are recognized on the Consolidated Balance Sheets at fair value and classified based on the instrument's maturity date.
The following table presents the fair values of derivative instruments included within the Consolidated Balance Sheets as of May 31, 2019 and 2018. Refer to Note 6 — Fair Value Measurements for a description of how the financial instruments in the table below are valued.
| DERIVATIVE ASSETS | DERIVATIVE LIABILITIES | ||||||||||||||
| BALANCE SHEET LOCATION | AS OF MAY 31, | BALANCE SHEET LOCATION | AS OF MAY 31, | ||||||||||||
| (Dollars in millions) | 2019 | 2018 | 2019 | 2018 | |||||||||||
| Derivatives formally designated as hedging instruments: | |||||||||||||||
| Foreign exchange forwards and options | Prepaid expenses and other current assets | $ | 509 | $ | 118 | Accrued liabilities | $ | 5 | $ | 156 | |||||
| Foreign exchange forwards and options | Deferred income taxes and other assets | — | 152 | Deferred income taxes and other liabilities | — | — | |||||||||
| Total derivatives formally designated as hedging instruments | 509 | 270 | 5 | 156 | |||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||
| Foreign exchange forwards and options | Prepaid expenses and other current assets | 102 | 119 | Accrued liabilities | 46 | 26 | |||||||||
| Embedded derivatives | Prepaid expenses and other current assets | 5 | 3 | Accrued liabilities | 1 | 2 | |||||||||
| Embedded derivatives | Deferred income taxes and other assets | 6 | 8 | Deferred income taxes and other liabilities | 2 | 6 | |||||||||
| Total derivatives not designated as hedging instruments | 113 | 130 | 49 | 34 | |||||||||||
| TOTAL DERIVATIVES | $ | 622 | $ | 400 | $ | 54 | $ | 190 |
The following tables present the amounts in the Consolidated Statements of Income in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items for the years ended May 31, 2019, 2018 and 2017:
| YEAR ENDED MAY 31, | ||||||||||||||||||||
| 2019 | 2018 | 2017 | ||||||||||||||||||
| (Dollars in millions) | TOTAL | AMOUNT OF GAIN (LOSS) ON CASH FLOW HEDGE ACTIVITY | TOTAL | AMOUNT OF GAIN (LOSS) ON CASH FLOW HEDGE ACTIVITY | TOTAL | AMOUNT OF GAIN (LOSS) ON CASH FLOW HEDGE ACTIVITY | ||||||||||||||
| Revenues | $ | 39,117 | $ | (5 | ) | $ | 36,397 | $ | 34 | $ | 34,350 | $ | 96 | |||||||
| Cost of sales | 21,643 | 53 | 20,441 | (90 | ) | 19,038 | 339 | |||||||||||||
| Demand creation expense | 3,753 | — | 3,577 | 1 | 3,341 | — | ||||||||||||||
| Other (income) expense, net | (78 | ) | 35 | 66 | (69 | ) | (196 | ) | 199 | |||||||||||
| Interest expense (income), net | 49 | (7 | ) | 54 | (7 | ) | 59 | (4 | ) |
2019 FORM 10-K 75
The following tables present the amounts affecting the Consolidated Statements of Income for the years ended May 31, 2019, 2018 and 2017:
| (Dollars in millions) | AMOUNT OF GAIN (LOSS) RECOGNIZED IN OTHER COMPREHENSIVE INCOME (LOSS) ON DERIVATIVES(1) | AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME(1) | |||||||||||||||||||
| YEAR ENDED MAY 31, | LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME | YEAR ENDED MAY 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2019 | 2018 | 2017 | ||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||
| Foreign exchange forwards and options | $ | 14 | $ | 19 | $ | 72 | Revenues | $ | (5 | ) | $ | 34 | $ | 96 | |||||||
| Foreign exchange forwards and options | 405 | (50 | ) | 43 | Cost of sales | 53 | (90 | ) | 339 | ||||||||||||
| Foreign exchange forwards and options | 2 | 1 | (4 | ) | Demand creation expense | — | 1 | — | |||||||||||||
| Foreign exchange forwards and options | 156 | (19 | ) | 37 | Other (income) expense, net | 35 | (69 | ) | 199 | ||||||||||||
| Interest rate swaps(2) | — | — | (54 | ) | Interest expense (income), net | (7 | ) | (7 | ) | (4 | ) | ||||||||||
| Total designated cash flow hedges | $ | 577 | $ | (49 | ) | $ | 94 | $ | 76 | $ | (131 | ) | $ | 630 |
| (1) | For the years ended May 31, 2019, 2018 and 2017, the amounts recorded in Other (income) expense, net as a result of the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial. |
| (2) | Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income (loss), will be released through Interest expense (income), net over the term of the issued debt. |
| AMOUNT OF GAIN (LOSS) RECOGNIZED IN INCOME ON DERIVATIVES | LOCATION OF GAIN (LOSS) RECOGNIZED IN INCOME ON DERIVATIVES | ||||||||||
| YEAR ENDED MAY 31, | |||||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||||
| Derivatives not designated as hedging instruments: | |||||||||||
| Foreign exchange forwards and options | $ | 166 | $ | (57 | ) | $ | (44 | ) | Other (income) expense, net | ||
| Embedded derivatives | 7 | (4 | ) | (2 | ) | Other (income) expense, net |
CASH FLOW HEDGES
All changes in fair value of derivatives designated as cash flow hedges are recorded in Accumulated other comprehensive income (loss) until Net income is affected by the variability of cash flows of the hedged transaction. Effective hedge results are classified in the Consolidated Statements of Income in the same manner as the underlying exposure. Derivative instruments designated as cash flow hedges must be discontinued when it is no longer probable the forecasted hedged transaction will occur in the initially identified time period. The gains and losses associated with discontinued derivative instruments in Accumulated other comprehensive income (loss) will be recognized immediately in Other (income) expense, net, if it is probable the forecasted hedged transaction will not occur by the end of the initially identified time period or within an additional two-month period thereafter. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will account for the derivative as an undesignated instrument as discussed below.
The purpose of the Company's foreign exchange risk management program is to lessen both the positive and negative effects of currency fluctuations on the Company's consolidated results of operations, financial position and cash flows. Foreign currency exposures the Company may elect to hedge in this manner include product cost exposures, non-functional currency denominated external and intercompany revenues, demand creation expenses, investments in U.S. Dollar denominated available-for-sale debt securities and certain other intercompany transactions.
76 NIKE, INC.
Product cost exposures are primarily generated through non-functional currency denominated product purchases and the foreign currency adjustment program described below. NIKE entities primarily purchase product in two ways: (1) Certain NIKE entities purchase product from the NIKE Trading Company (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 product to NIKE entities in their respective functional currencies. NTC sales to a NIKE entity with a different functional currency result in a foreign currency exposure for the NTC. (2) 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.
The Company operates 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 the Company's existing foreign currency exposures. Under this program, the Company's 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. For the portion of the indices denominated in the local or functional currency of the factory, the Company may elect to place formally designated cash flow hedges. For all currencies within the indices, excluding the U.S. Dollar and the local or functional currency of the factory, an embedded derivative contract is created upon the factory's acceptance of NIKE's purchase order. Embedded derivative contracts are separated from the related purchase order, as further described within the Embedded Derivatives section below.
The Company's policy permits the utilization of derivatives to reduce its foreign currency exposures where internal netting or other strategies cannot be effectively employed. Typically, the Company may enter into hedge contracts starting up to 12 to 24 months in advance of the forecasted transaction and may place incremental hedges up to 100% of the exposure by the time the forecasted transaction occurs. The total notional amount of outstanding foreign currency derivatives designated as cash flow hedges was $8.1 billion as of May 31, 2019.
As of May 31, 2019, approximately $518 million of deferred net gains (net of tax) on both outstanding and matured derivatives in Accumulated other comprehensive income (loss) are expected to be reclassified to Net income during the next 12 months concurrent with the underlying hedged transactions also being recorded in Net income. Actual amounts ultimately reclassified to Net income are dependent on the exchange rates in effect when derivative contracts currently outstanding mature. As of May 31, 2019, the maximum term over which the Company is hedging exposures to the variability of cash flows for its forecasted transactions was 15 months.
FAIR VALUE HEDGES
The Company has, in the past, been exposed to the risk of changes in the fair value of certain fixed-rate debt attributable to changes in interest rates. Derivatives used by the Company to hedge this risk are receive-fixed, pay-variable interest rate swaps. All interest rate swaps designated as fair value hedges of the related long-term debt meet the shortcut method requirements under U.S. GAAP. Accordingly, changes in the fair values of the interest rate swaps are considered to exactly offset changes in the fair value of the underlying long-term debt. The Company had no interest rate swaps designated as fair value hedges as of May 31, 2019.
NET INVESTMENT HEDGES
The Company has, in the past, hedged and may, in the future, hedge the risk of variability in foreign currency-denominated net investments in wholly-owned international operations. All changes in fair value of the derivatives designated as net investment hedges are reported in Accumulated other comprehensive income (loss) along with the foreign currency translation adjustments on those investments. The Company had no outstanding net investment hedges as of May 31, 2019.
UNDESIGNATED DERIVATIVE INSTRUMENTS
The Company may elect to enter into foreign exchange forwards to mitigate the change in fair value of specific assets and liabilities on the Consolidated Balance Sheets and/or the embedded derivative contracts. These undesignated instruments are recorded at fair value as a derivative asset or liability on the Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense, net, together with the re-measurement gain or loss from the hedged balance sheet position and/or embedded derivative contract. The total notional amount of outstanding undesignated derivative instruments was $6.5 billion as of May 31, 2019.
2019 FORM 10-K 77
EMBEDDED DERIVATIVES
As part of the foreign currency adjustment program described above, an embedded derivative contract is created upon the factory's acceptance of NIKE's purchase order for currencies within the factory currency exposure indices that are neither the U.S. Dollar nor the local or functional currency of the factory. In addition, embedded derivative contracts are created when the Company enters into certain other contractual agreements which have payments that are indexed to currencies that are not the functional currency of either substantial party to the contracts. Embedded derivative contracts are treated as foreign currency forward contracts that are bifurcated from the related contract and recorded at fair value as a derivative asset or liability on the Consolidated Balance Sheets with their corresponding change in fair value recognized in Other (income) expense, net, through the date the foreign currency fluctuations cease to exist.
At May 31, 2019, the total notional amount of embedded derivatives outstanding was approximately $452 million.
CREDIT RISK
The Company is exposed to credit-related losses in the event of nonperformance by counterparties to hedging instruments. The counterparties to all derivative transactions are major financial institutions with investment grade credit ratings; however, this does not eliminate the Company's exposure to credit risk with these institutions. This credit risk is limited to the unrealized gains in such contracts should any of these counterparties fail to perform as contracted. To manage this risk, the Company has established strict counterparty credit guidelines that are continually monitored.
The Company's derivative contracts contain credit risk-related contingent features designed to protect against significant deterioration in counterparties' creditworthiness and their ultimate ability to settle outstanding derivative contracts in the normal course of business. The Company's bilateral credit-related contingent features generally require the owing entity, either the Company or the derivative counterparty, to post collateral for the portion of the fair value in excess of $50 million should the fair value of outstanding derivatives per counterparty be greater than $50 million. Additionally, a certain level of decline in credit rating of either the Company or the counterparty could also trigger collateral requirements. As of May 31, 2019, the Company was in compliance with all credit risk-related contingent features and derivative instruments with credit risk-related contingent features in a net liability position were immaterial. Accordingly, the Company was not required to post any collateral as a result of these contingent features. Further, as of May 31, 2019, the Company had $289 million of cash collateral received from various counterparties to its derivative contracts (refer to Note 6 — Fair Value Measurements). The Company considers the impact of the risk of counterparty default to be immaterial.
| NOTE 15 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
The changes in Accumulated other comprehensive income (loss), net of tax, were as follows:
| (Dollars in millions) | FOREIGN CURRENCY TRANSLATION ADJUSTMENT(1) | CASH FLOW HEDGES | NET INVESTMENT HEDGES(1) | OTHER | TOTAL | ||||||||||
| Balance at May 31, 2018 | $ | (173 | ) | $ | 17 | $ | 115 | $ | (51 | ) | $ | (92 | ) | ||
| Other comprehensive income (loss): | |||||||||||||||
| Other comprehensive gains (losses) before reclassifications(2) | (173 | ) | 573 | — | 10 | 410 | |||||||||
| Reclassifications to net income of previously deferred (gains) losses(3) | — | (70 | ) | — | (17 | ) | (87 | ) | |||||||
| Total other comprehensive income (loss) | (173 | ) | 503 | — | (7 | ) | 323 | ||||||||
| Balance at May 31, 2019 | $ | (346 | ) | $ | 520 | $ | 115 | $ | (58 | ) | $ | 231 |
| (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 (expense) of $0 million, $(4) million, $0 million, $1 million and $(3) million, respectively. |
| (3) | Net of tax (benefit) expense of $0 million, $6 million, $0 million, $0 million and $6 million, respectively. |
78 NIKE, INC.
| (Dollars in millions) | FOREIGN CURRENCY TRANSLATION ADJUSTMENT(1) | CASH FLOW HEDGES | NET INVESTMENT HEDGES(1) | OTHER | TOTAL | ||||||||||
| Balance at May 31, 2017 | $ | (191 | ) | $ | (52 | ) | $ | 115 | $ | (85 | ) | $ | (213 | ) | |
| Other comprehensive income (loss): | |||||||||||||||
| Other comprehensive gains (losses) before reclassifications(2) | (6 | ) | (52 | ) | — | 2 | (56 | ) | |||||||
| Reclassifications to net income of previously deferred (gains) losses(3) | — | 128 | — | 32 | 160 | ||||||||||
| Total other comprehensive income (loss) | (6 | ) | 76 | — | 34 | 104 | |||||||||
| Reclassifications to retained earnings in accordance with ASU 2018-02(4) | 24 | (7 | ) | — | — | 17 | |||||||||
| Balance at May 31, 2018 | $ | (173 | ) | $ | 17 | $ | 115 | $ | (51 | ) | $ | (92 | ) |
| (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 (expense) of $(24) million, $(3) million, $0 million, $(4) million and $(31) million, respectively. |
| (3) | Net of tax (benefit) expense of $0 million, $(3) million, $0 million, $0 million and $(3) million, respectively. |
| (4) | Refer to Note 1 — Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018. |
The following table summarizes the reclassifications from Accumulated other comprehensive income (loss) to the Consolidated Statements of Income:
| AMOUNT OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME | LOCATION OF GAIN (LOSS) RECLASSIFIED FROM ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) INTO INCOME | ||||||
| YEAR ENDED MAY 31, | |||||||
| (Dollars in millions) | 2019 | 2018 | |||||
| Gains (losses) on cash flow hedges: | |||||||
| Foreign exchange forwards and options | $ | (5 | ) | $ | 34 | Revenues | |
| Foreign exchange forwards and options | 53 | (90 | ) | Cost of sales | |||
| Foreign exchange forwards and options | — | 1 | Demand creation expense | ||||
| Foreign exchange forwards and options | 35 | (69 | ) | Other (income) expense, net | |||
| Interest rate swaps | (7 | ) | (7 | ) | Interest expense (income), net | ||
| Total before tax | 76 | (131 | ) | ||||
| Tax (expense) benefit | (6 | ) | 3 | ||||
| Gain (loss) net of tax | 70 | (128 | ) | ||||
| Gains (losses) on other | 17 | (32 | ) | Other (income) expense, net | |||
| Total before tax | 17 | (32 | ) | ||||
| Tax (expense) benefit | — | — | |||||
| Gain (loss) net of tax | 17 | (32 | ) | ||||
| Total net gain (loss) reclassified for the period | $ | 87 | $ | (160 | ) |
2019 FORM 10-K 79
| NOTE 16 — REVENUES |
DISAGGREGATION OF REVENUES
The following tables present the Company's revenues disaggregated by reportable operating segment, major product line and by distribution channel:
| YEAR ENDED MAY 31, 2019 | |||||||||||||||||||||||||||
| (Dollars in millions) | NORTH AMERICA | EUROPE, MIDDLE EAST & AFRICA | GREATER CHINA | ASIA PACIFIC & LATIN AMERICA | GLOBAL BRAND DIVISIONS | TOTAL NIKE BRAND | CONVERSE | CORPORATE | TOTAL NIKE, INC. | ||||||||||||||||||
| Revenues by: | |||||||||||||||||||||||||||
| Footwear | $ | 10,045 | $ | 6,293 | $ | 4,262 | $ | 3,622 | $ | — | $ | 24,222 | $ | 1,658 | $ | — | $ | 25,880 | |||||||||
| Apparel | 5,260 | 3,087 | 1,808 | 1,395 | — | 11,550 | 118 | — | 11,668 | ||||||||||||||||||
| Equipment | 597 | 432 | 138 | 237 | — | 1,404 | 24 | — | 1,428 | ||||||||||||||||||
| Other(1) | — | — | — | — | 42 | 42 | 106 | (7 | ) | 141 | |||||||||||||||||
| TOTAL REVENUES | $ | 15,902 | $ | 9,812 | $ | 6,208 | $ | 5,254 | $ | 42 | $ | 37,218 | $ | 1,906 | $ | (7 | ) | $ | 39,117 | ||||||||
| Revenues by: | |||||||||||||||||||||||||||
| Sales to Wholesale Customers | $ | 10,875 | $ | 7,076 | $ | 3,726 | $ | 3,746 | $ | — | $ | 25,423 | $ | 1,247 | $ | — | $ | 26,670 | |||||||||
| Sales through Direct to Consumer | 5,027 | 2,736 | 2,482 | 1,508 | — | 11,753 | 553 | — | 12,306 | ||||||||||||||||||
| Other(1) | — | — | — | — | 42 | 42 | 106 | (7 | ) | 141 | |||||||||||||||||
| TOTAL REVENUES | $ | 15,902 | $ | 9,812 | $ | 6,208 | $ | 5,254 | $ | 42 | $ | 37,218 | $ | 1,906 | $ | (7 | ) | $ | 39,117 |
| (1) | Other revenues for Global Brand Divisions and Converse are primarily attributable to licensing businesses. Other revenues for Corporate primarily consist of foreign currency hedge gains and losses related to revenues generated by entities within the NIKE Brand geographic operating segments and Converse but managed through the Company's central foreign exchange risk management program. |
As of May 31, 2019, the Company did not have any contract assets and had an immaterial amount of contract liabilities recorded in Accrued Liabilities on the Consolidated Balance Sheets.
SALES-RELATED RESERVES
At May 31, 2019, the Company's sales-related reserve balance, which includes returns, post-invoice sales discounts and miscellaneous claims, was $1,218 million and recorded in Accrued liabilities on the Consolidated Balance Sheets. The estimated cost of inventory for expected product returns was $410 million as of May 31, 2019 and was recorded in Prepaid expenses and other current assets on the Consolidated Balance Sheets. At May 31, 2018, the Company's sales-related reserve balance, which includes returns, post-invoice sales discounts and miscellaneous claims, was $675 million, net of the estimated cost of expected product returns, and recognized as a reduction in Accounts receivable, net on the Consolidated Balance Sheets.
MAJOR CUSTOMERS
No customer accounted for 10% or more of the Company's net revenues during the fiscal years ended May 31, 2019, 2018 and 2017.
2019 FORM 10-K 80
| NOTE 17 — OPERATING SEGMENTS AND RELATED INFORMATION |
The Company's operating segments are evidence of the structure of the Company's internal organization. The NIKE Brand segments are defined by geographic regions for operations participating in NIKE Brand sales activity.
Each NIKE Brand geographic segment operates predominantly in one industry: the design, development, marketing and selling of athletic footwear, apparel and equipment. The Company's reportable operating segments for the NIKE Brand are: North America; Europe, Middle East & Africa; Greater China; and Asia Pacific & Latin America, and include results for the NIKE, Jordan and Hurley brands.
The Company's NIKE Direct operations are managed within each NIKE Brand geographic operating segment. Converse is also a reportable segment for the Company, and operates in one industry: the design, marketing, licensing and selling of casual sneakers, apparel and accessories.
Global Brand Divisions is included within the NIKE Brand for presentation purposes to align with the way management views the Company. Global Brand Divisions primarily represent NIKE Brand licensing businesses that are not part of a geographic operating segment, and demand creation and operating overhead expense, including product creation and design expenses that are centrally managed for the NIKE Brand, as well as costs associated with NIKE Direct global digital operations and enterprise technology.
Corporate consists primarily of unallocated general and administrative expenses, including expenses associated with centrally managed departments; depreciation and amortization related to the Company's headquarters; unallocated insurance, benefit and compensation programs, including stock-based compensation; and certain foreign currency gains and losses, including certain hedge gains and losses.
The primary financial measure used by the Company to evaluate performance of individual operating segments is earnings before interest and taxes (commonly referred to as “EBIT”), which represents Net income before Interest expense (income), net and Income tax expense in the Consolidated Statements of Income.
As part of the Company's centrally managed foreign exchange risk management program, standard foreign currency rates are assigned twice per year to each NIKE Brand entity in the Company's geographic operating segments and to Converse. These rates are set approximately nine and twelve months in advance of the future selling seasons to which they relate (specifically, for each currency, one standard rate applies to the fall and holiday selling seasons and one standard rate applies to the spring and summer selling seasons) based on average market spot rates in the calendar month preceding the date they are established. Inventories and Cost of sales for geographic operating segments and Converse reflect the use of these standard rates to record non-functional currency product purchases in the entity's functional currency. Differences between assigned standard foreign currency rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses generated from the Company's centrally managed foreign exchange risk management program and other conversion gains and losses.
Accounts receivable, net, Inventories and Property, plant and equipment, net for operating segments are regularly reviewed by management and are therefore provided below. Additions to long-lived assets as presented in the following table represent capital expenditures.
2019 FORM 10-K 81
| YEAR ENDED MAY 31, | |||||||||
| (Dollars in millions) | 2019 | 2018 | 2017 | ||||||
| REVENUES | |||||||||
| North America | $ | 15,902 | $ | 14,855 | $ | 15,216 | |||
| Europe, Middle East & Africa | 9,812 | 9,242 | 7,970 | ||||||
| Greater China | 6,208 | 5,134 | 4,237 | ||||||
| Asia Pacific & Latin America | 5,254 | 5,166 | 4,737 | ||||||
| Global Brand Divisions | 42 | 88 | 73 | ||||||
| Total NIKE Brand | 37,218 | 34,485 | 32,233 | ||||||
| Converse | 1,906 | 1,886 | 2,042 | ||||||
| Corporate | (7 | ) | 26 | 75 | |||||
| TOTAL NIKE, INC. REVENUES | $ | 39,117 | $ | 36,397 | $ | 34,350 | |||
| EARNINGS BEFORE INTEREST AND TAXES | |||||||||
| North America | $ | 3,925 | $ | 3,600 | $ | 3,875 | |||
| Europe, Middle East & Africa | 1,995 | 1,587 | 1,507 | ||||||
| Greater China | 2,376 | 1,807 | 1,507 | ||||||
| Asia Pacific & Latin America | 1,323 | 1,189 | 980 | ||||||
| Global Brand Divisions | (3,262 | ) | (2,658 | ) | (2,677 | ) | |||
| Total NIKE Brand | 6,357 | 5,525 | 5,192 | ||||||
| Converse | 303 | 310 | 477 | ||||||
| Corporate | (1,810 | ) | (1,456 | ) | (724 | ) | |||
| Total NIKE, Inc. Earnings Before Interest and Taxes | 4,850 | 4,379 | 4,945 | ||||||
| Interest expense (income), net | 49 | 54 | 59 | ||||||
| TOTAL NIKE, INC. INCOME BEFORE INCOME TAXES | $ | 4,801 | $ | 4,325 | $ | 4,886 | |||
| ADDITIONS TO LONG-LIVED ASSETS | |||||||||
| North America | $ | 117 | $ | 196 | $ | 223 | |||
| Europe, Middle East & Africa | 233 | 240 | 173 | ||||||
| Greater China | 49 | 76 | 51 | ||||||
| Asia Pacific & Latin America | 47 | 49 | 59 | ||||||
| Global Brand Divisions | 278 | 286 | 278 | ||||||
| Total NIKE Brand | 724 | 847 | 784 | ||||||
| Converse | 18 | 22 | 30 | ||||||
| Corporate | 333 | 325 | 387 | ||||||
| TOTAL ADDITIONS TO LONG-LIVED ASSETS | $ | 1,075 | $ | 1,194 | $ | 1,201 | |||
| DEPRECIATION | |||||||||
| North America | $ | 149 | $ | 160 | $ | 140 | |||
| Europe, Middle East & Africa | 111 | 116 | 106 | ||||||
| Greater China | 50 | 56 | 54 | ||||||
| Asia Pacific & Latin America | 53 | 55 | 54 | ||||||
| Global Brand Divisions | 195 | 217 | 233 | ||||||
| Total NIKE Brand | 558 | 604 | 587 | ||||||
| Converse | 31 | 33 | 28 | ||||||
| Corporate | 116 | 110 | 91 | ||||||
| TOTAL DEPRECIATION | $ | 705 | $ | 747 | $ | 706 |
82 NIKE, INC.
| AS OF MAY 31, | ||||||
| (Dollars in millions) | 2019 | 2018 | ||||
| ACCOUNTS RECEIVABLE, NET | ||||||
| North America | $ | 1,718 | $ | 1,443 | ||
| Europe, Middle East & Africa | 1,164 | 870 | ||||
| Greater China | 245 | 101 | ||||
| Asia Pacific & Latin America | 771 | 720 | ||||
| Global Brand Divisions | 105 | 102 | ||||
| Total NIKE Brand | 4,003 | 3,236 | ||||
| Converse | 243 | 240 | ||||
| Corporate | 26 | 22 | ||||
| TOTAL ACCOUNTS RECEIVABLE, NET | $ | 4,272 | $ | 3,498 | ||
| INVENTORIES | ||||||
| North America | $ | 2,328 | $ | 2,270 | ||
| Europe, Middle East & Africa | 1,390 | 1,433 | ||||
| Greater China | 693 | 580 | ||||
| Asia Pacific & Latin America | 694 | 687 | ||||
| Global Brand Divisions | 126 | 91 | ||||
| Total NIKE Brand | 5,231 | 5,061 | ||||
| Converse | 269 | 268 | ||||
| Corporate | 122 | (68 | ) | |||
| TOTAL INVENTORIES | $ | 5,622 | $ | 5,261 | ||
| PROPERTY, PLANT AND EQUIPMENT, NET | ||||||
| North America | $ | 814 | $ | 848 | ||
| Europe, Middle East & Africa | 929 | 849 | ||||
| Greater China | 237 | 256 | ||||
| Asia Pacific & Latin America | 326 | 339 | ||||
| Global Brand Divisions | 665 | 597 | ||||
| Total NIKE Brand | 2,971 | 2,889 | ||||
| Converse | 100 | 115 | ||||
| Corporate | 1,673 | 1,450 | ||||
| TOTAL PROPERTY, PLANT AND EQUIPMENT, NET | $ | 4,744 | $ | 4,454 |
REVENUES AND LONG-LIVED ASSETS BY GEOGRAPHIC AREA
After allocation of revenues for Global Brand Divisions, Converse and Corporate to geographical areas based on the location where the sales originated, revenues by geographical area are essentially the same as reported above for the NIKE Brand operating segments with the exception of the United States. Revenues derived in the United States were $16,091 million, $15,314 million and $15,778 million for the years ended May 31, 2019, 2018 and 2017, respectively.
2019 FORM 10-K 83
The Company's largest concentrations of long-lived assets primarily consist of the Company's world headquarters and distribution facilities in the United States, as well as distribution facilities in Belgium and China. Long-lived assets attributable to operations in these countries, which are primarily composed of property, plant and equipment, net, were as follows:
| AS OF MAY 31, | ||||||
| (Dollars in millions) | 2019 | 2018 | ||||
| United States | $ | 3,174 | $ | 2,930 | ||
| Belgium | 618 | 534 | ||||
| China | 242 | 262 |
| NOTE 18 — COMMITMENTS AND CONTINGENCIES |
The Company leases retail store space, certain distribution and warehouse facilities, office space, equipment and other non-real estate assets under operating leases expiring from 1 to 24 years after May 31, 2019. Rent expense, excluding executory costs, was $829 million, $820 million and $731 million for the years ended May 31, 2019, 2018 and 2017, respectively. Amounts of minimum future annual commitments under non-cancelable operating and capital leases are as follows:
| YEAR ENDING MAY 31, | |||||||||||||||||||||
| (Dollars in millions) | 2020 | 2021 | 2022 | 2023 | 2024 | THEREAFTER | TOTAL | ||||||||||||||
| Operating leases | $ | 553 | $ | 513 | $ | 441 | $ | 386 | $ | 345 | $ | 1,494 | $ | 3,732 | |||||||
| Capital leases and other financing obligations(1) | 32 | 34 | 40 | 37 | 34 | 197 | 374 |
| (1) | Capital leases and other financing obligations include payments related to build-to-suit lease arrangements. |
As of May 31, 2019 and 2018, the Company had bank guarantees and letters of credit outstanding totaling $215 million and $165 million, respectively, issued primarily for real estate agreements, self-insurance programs and other general business obligations.
In connection with various contracts and agreements, the Company provides routine indemnification relating to the enforceability of intellectual property rights, coverage for legal issues that arise and other items where the Company is acting as the guarantor. Currently, the Company has several such agreements in place. However, based on the Company's historical experience and the estimated probability of future loss, the Company has determined the fair value of such indemnification is not material to the Company's financial position or results of operations.
In the ordinary course of its business, the Company is involved in various legal proceedings involving contractual and employment relationships, product liability claims, trademark rights and a variety of other matters. While the Company cannot predict the outcome of its pending legal matters with certainty, the Company does not believe any currently identified claim, proceeding or litigation, either individually or in aggregate, will have a material impact on the Company's results of operations, financial position or cash flows.
84 NIKE, INC.
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