NIKE INC, 10-Q filed on 4/7/2010
Quarterly Report
Statement Of Financial Position Classified (USD $)
In Millions
Feb. 28, 2010
May 31, 2009
ASSETS
 
 
Current assets:
 
 
Cash and equivalents
$ 2,225.2 
$ 2,291.1 
Short-term investments (Note 5)
1,813.7 
1,164.0 
Accounts receivable, net
2,833.8 
2,883.9 
Inventories (Note 2)
2,150.3 
2,357.0 
Deferred income taxes (Note 6)
221.7 
272.4 
Prepaid expenses and other current assets (Note 11)
843.3 
765.6 
Total current assets
10,088.0 
9,734.0 
Property, plant and equipment
4,437.2 
4,255.7 
Less accumulated depreciation
2,474.6 
2,298.0 
Property, plant and equipment, net
1,962.6 
1,957.7 
Identifiable intangible assets, net (Note 3)
468.0 
467.4 
Goodwill (Note 3)
190.7 
193.5 
Deferred income taxes and other long-term assets (Note 6 and 11)
867.0 
897.0 
Total assets
13,576.3 
13,249.6 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
Current liabilities:
 
 
Current portion of long-term debt
7.5 
32.0 
Notes payable
108.8 
342.9 
Accounts payable
994.7 
1,031.9 
Accrued liabilities (Note 4)
1,647.7 
1,783.9 
Income taxes payable (Note 6)
88.0 
86.3 
Total current liabilities
2,846.7 
3,277.0 
Long-term debt
451.9 
437.2 
Deferred income taxes and other long-term liabilities (Note 6)
848.5 
842.0 
Commitments and contingencies (Note 13)
Redeemable preferred stock
0.3 
0.3 
Shareholders' equity:
 
 
Capital in excess of stated value
3,272.6 
2,871.4 
Accumulated other comprehensive income (Note 7)
234.4 
367.5 
Retained earnings
5,919.1 
5,451.4 
Total shareholders' equity
9,428.9 
8,693.1 
Total liabilities and shareholders' equity
13,576.3 
13,249.6 
Class A Convertible Common Stock
 
 
Common stock at stated value:
 
 
Common Stock
0.1 
0.1 
Class B Common Stock
 
 
Common stock at stated value:
 
 
Common Stock
$ 2.7 
$ 2.7 
Statement Of Financial Position Classified (Parenthetical)
Share data in Millions, except Per Share data
Feb. 28, 2010
May 31, 2009
Class A Convertible Common Stock
 
 
Common Stock, shares outstanding
90.0 
95.3 
Class B Common Stock
 
 
Common Stock, shares outstanding
393.7 
390.2 
Statement Of Income (USD $)
In Millions, except Per Share data
3 Months Ended
Feb. 28, 2010
9 Months Ended
Feb. 28, 2010
3 Months Ended
Feb. 28, 2009
9 Months Ended
Feb. 28, 2009
Revenues
$ 4,733.0 
$ 13,937.1 
$ 4,440.8 
$ 14,463.1 
Cost of sales
2,515.0 
7,542.9 
2,492.3 
7,902.5 
Gross margin
2,218.0 
6,394.2 
1,948.5 
6,560.6 
Selling and administrative expense
1,563.8 
4,588.5 
1,352.1 
4,755.3 
Goodwill impairment
0.0 
0.0 
199.3 
199.3 
Intangible and other asset impairment
0.0 
0.0 
202.0 
202.0 
Other income, net
(8.6)
(32.2)
(43.3)
(54.1)
Interest expense (income), net
0.9 
3.8 
3.0 
(12.1)
Income before income taxes
661.9 
1,834.1 
235.4 
1,470.2 
Income tax expense (benefit) (Note 6)
165.5 
449.3 
(8.4)
324.9 
Net income
496.4 
1,384.8 
243.8 
1,145.3 
Basic earnings per common share (Note 9)
1.02 
2.85 
0.50 
2.36 
Diluted earnings per common share (Note 9)
1.01 
2.81 
0.50 
2.33 
Dividends declared per common share
$ 0.27 
$ 0.79 
$ 0.25 
$ 0.73 
Statement Of Cash Flows Indirect (USD $)
In Millions
9 Months Ended
Feb. 28,
2010
2009
Cash provided by operations:
 
 
Net income
$ 1,384.8 
$ 1,145.3 
Income charges (credits) not affecting cash:
 
 
Depreciation
240.5 
246.6 
Deferred income taxes
74.0 
(270.3)
Stock-based compensation
137.5 
127.0 
Amortization and other
21.8 
8.2 
Impairment of goodwill, intangibles and other assets
0.0 
401.3 
Changes in certain working capital components and other assets and liabilities:
 
 
Decrease (increase) in accounts receivable
89.0 
(373.8)
Decrease (increase) in inventories
214.9 
(182.5)
Increase in prepaid expenses and other assets
(35.7)
(55.0)
Decrease in accounts payable, accrued liabilities and income taxes payable
(237.8)
(384.4)
Cash provided by operations
1,889.0 
662.4 
Cash used by investing activities:
 
 
Purchases of investments
(2,430.2)
(1,748.9)
Maturities of investments
1,345.8 
893.0 
Sales of investments
406.3 
790.4 
Additions to property, plant and equipment
(240.1)
(335.3)
Proceeds from the sale of property, plant and equipment
9.8 
14.6 
Increase in other assets and liabilities, net
(6.5)
(42.4)
Settlement of net investment hedges
(49.1)
226.9 
Cash used by investing activities
(964.0)
(201.7)
Cash used by financing activities:
 
 
Reduction in long-term debt, including current portion
(30.5)
(5.1)
(Decrease) increase in notes payable
(237.4)
171.8 
Proceeds from exercise of stock options and other stock issuances
222.8 
149.0 
Excess tax benefits from share-based payment arrangements
36.5 
22.0 
Repurchase of common stock
(526.0)
(649.2)
Dividends on common stock
(374.7)
(345.6)
Cash used by financing activities
(909.3)
(657.1)
Effect of exchange rate changes on cash
(81.6)
(45.4)
Net decrease in cash and equivalents
(65.9)
(241.8)
Cash and equivalents, beginning of period
2,291.1 
2,133.9 
Cash and equivalents, end of period
2,225.2 
1,892.1 
Supplemental disclosure of cash flow information:
 
 
Dividends declared and not paid
$ 130.6 
$ 121.1 
Summary of Significant Accounting Policies:
Summary of Significant Accounting Policies:

NOTE 1 - Summary of Significant Accounting Policies:

Basis of presentation:

The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim period. The year-end condensed consolidated balance sheet data as of May 31, 2009 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“US GAAP”). The interim financial information and notes thereto should be read in conjunction with the Company’s latest Annual Report on Form 10-K. The results of operations for the three and nine months ended February 28, 2010 are not necessarily indicative of results to be expected for the entire year.

Recently Adopted Accounting Standards:

In February 2010, the Financial Accounting Standards Board (“FASB”) issued amended guidance on subsequent events. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and the Company adopted these new requirements for the period ended February 28, 2010.

In June 2009, the FASB established the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative US GAAP for all non-governmental entities. The Codification, which launched July 1, 2009, changes the referencing and organization of accounting guidance. The Codification became effective for the Company beginning September 1, 2009. The issuance of FASB Codification did not change GAAP and therefore the adoption has only affected how specific references to GAAP literature are disclosed in the notes to the Company’s consolidated financial statements.

In April 2009, the FASB updated guidance related to fair-value measurements to clarify the guidance related to measuring fair-value in inactive markets, to modify the recognition and measurement of other-than-temporary impairments of debt securities, and to require public companies to disclose the fair values of financial instruments in interim periods. This updated guidance became effective for the Company beginning June 1, 2009. The adoption of this guidance did not have an impact on the Company’s consolidated financial position or results of operations. See Note 5 - Fair Value Measurements for the disclosure required under the updated guidance.

In June 2008, the FASB issued new accounting guidance applicable when determining whether instruments granted in share-based payment transactions are participating securities. This guidance clarifies that share-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting should be considered participating securities and included in the computation of earnings per share pursuant to the two-class method. This guidance became effective for the Company beginning June 1, 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In April 2008, the FASB issued amended guidance regarding the determination of the useful life of intangible assets. This guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The intent of the position is to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset. This guidance became effective for the Company beginning June 1, 2009. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position or results of operations.

In December 2007, the FASB issued amended guidance regarding business combinations, establishing principles and requirements for how an acquirer recognizes and measures identifiable assets acquired, liabilities assumed, any resulting goodwill, and any non-controlling interest in an acquiree in its financial statements. This guidance also provides for disclosures to enable users of the financial statements to evaluate the nature and financial effects of a business combination. This amended guidance became effective for the Company beginning June 1, 2009. The adoption of this amended guidance did not have an impact on the Company’s consolidated financial statements, but could impact the accounting for future business combinations.

 

In December 2007, the FASB issued new guidance regarding the accounting and reporting for non-controlling interests in subsidiaries. This guidance clarifies that non-controlling interests in subsidiaries should be accounted for as a component of equity separate from the parent’s equity. This guidance became effective for the Company beginning June 1, 2009. The adoption of this guidance did not have an impact on the Company’s consolidated financial position or results of operations.

Recently Issued Accounting Standards:

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires disclosure of transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy, including the reasons and the timing of the transfers and information on purchases, sales, issuance, and settlements on a gross basis in the reconciliation of the assets and liabilities measured under Level 3 of the fair value measurement hierarchy. This guidance is effective for the Company beginning March 1, 2010. The Company does not expect the adoption will have an impact on its consolidated financial position or results of operations.

In October 2009, the FASB issued new standards that revised the guidance for revenue recognition with multiple deliverables. These new standards impact the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting. Additionally, these new standards modify the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. These new standards are effective for the Company beginning June 1, 2011. The Company does not expect the adoption will have a material impact on its consolidated financial positions or results of operations.

In June 2009, the FASB issued a new accounting standard that revised the guidance for the consolidation of variable interest entities (“VIE”). This new guidance requires a qualitative approach to identifying a controlling financial interest in a VIE, and requires an ongoing assessment of whether an entity is a VIE and whether an interest in a VIE makes the holder the primary beneficiary of the VIE. This guidance is effective for the Company beginning June 1, 2010. The Company is currently evaluating the impact of the provisions of this new standard.

Inventories:
Inventories:

NOTE 2 - Inventories:

Inventory balances of $2,150.3 million and $2,357.0 million at February 28, 2010 and May 31, 2009, respectively, were substantially all finished goods.

Identified Intangible Assets and Goodwill:
Identified Intangible Assets and Goodwill:

NOTE 3 - Identified Intangible Assets and Goodwill:

The following table summarizes the Company’s identifiable intangible assets and goodwill balances as of February 28, 2010 and May 31, 2009:

 

     February 28, 2010    May 31, 2009
     Gross
Carrying
Amount
   Accumulated
Amortization
    Net
Carrying
Amount
   Gross
Carrying
Amount
   Accumulated
Amortization
    Net
Carrying
Amount
     (in millions)

Amortized intangible assets:

               

Patents

   $ 64.4    $ (19.6   $ 44.8    $ 56.6    $ (17.2   $ 39.4

Trademarks

     39.4      (16.0     23.4      37.5      (10.9     26.6

Other

     33.7      (18.5     15.2      40.0      (19.6     20.4
                                           

Total

   $ 137.5    $ (54.1     83.4    $ 134.1    $ (47.7     86.4
                                           

Unamortized intangible assets - Trademarks

  

    384.6           381.0
                       

Identifiable intangible assets, net

  

  $ 468.0         $ 467.4
                       

Goodwill

  

  $ 190.7         $ 193.5
                       

The effect of foreign exchange fluctuations for the nine month period ended February 28, 2010 decreased goodwill and unamortized intangible assets by approximately $2.8 million and $1.5 million, respectively, resulting from the strengthening of the U.S. dollar in relation to the British pound sterling.

 

Amortization expense, which is included in selling and administrative expense, was $3.3 million and $2.6 million for the three-month periods ended February 28, 2010 and 2009, respectively and $9.9 million and $7.1 million for the nine-month periods ended February 28, 2010 and 2009, respectively. The estimated amortization expense for intangible assets subject to amortization for the remainder of fiscal year 2010 and each of the years ending May 31, 2011 through May 31, 2014 are as follows: $3.4 million; 2011: $13.1 million; 2012: $12.3 million; 2013: $10.5 million; 2014: $8.4 million.

All goodwill balances are included in the Company’s “Other” category for segment reporting purposes.

Accrued Liabilities:
Accrued Liabilities:

NOTE 4 - Accrued Liabilities:

Accrued liabilities include the following:

 

     February 28, 2010    May 31, 2009
     (in millions)

Compensation and benefits, excluding taxes

   $ 488.6    $ 491.9

Endorsee compensation

     211.4      237.1

Taxes other than income taxes

     176.2      161.9

Advertising and marketing

     140.6      97.6

Dividends payable

     130.6      121.4

Import and logistics costs

     76.0      59.4

Fair value of derivatives

     43.3      68.9

Restructuring charges(1)

     12.7      149.6

Other(2)

     368.3      396.1
             

Total Accrued Liabilities

   $ 1,647.7    $ 1,783.9
             

 

(1)

Accrued restructuring charges primarily consist of severance costs relating to the Company’s restructuring activities that took place during the fourth quarter of fiscal 2009. See Note 10 - Restructuring Activities for more information.

(2)

Other consists of various accrued expenses. No individual item accounted for more than 5% of the total balance at February 28, 2010 and May 31, 2009.

Fair Value Measurements:
Fair Value Measurements:

NOTE 5 - Fair Value Measurements:

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale securities. Fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company uses a three-level hierarchy established by the FASB which 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 hierarchy are described below:

 

   

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.

 

   

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

   

Level 3: Unobservable inputs in which there is 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 stringent level of input that is significant to the fair value measurement.

 

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of February 28, 2010 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

 

     February 28, 2010
     Fair Value Measurements Using          
     Level 1    Level 2    Level 3    Assets/Liabilities at
Fair Value
  

Balance Sheet Classification

     (in millions)

Assets

              

Derivatives

   $ —      $ 301.7    $ —      $ 301.7   

Other current assets and other long-term assets

Available-for-sale securities

     437.5      1,120.5      —        1,558.0   

Cash equivalents

Available-for-sale securities

     922.4      891.3      —        1,813.7   

Short-term investments

                              

Total assets

   $ 1,359.9    $ 2,313.5    $ —      $ 3,673.4   
                              

Liabilities

              

Derivatives

   $ —      $ 46.3    $ —      $ 46.3   

Accrued liabilities and other long-term liabilities

                              

Total Liabilities

   $ —      $ 46.3    $ —      $ 46.3   
                              

Derivative financial instruments include foreign currency forwards and option contracts and interest rate swaps. The fair value of derivative contracts is determined using observable market inputs such as the forward pricing curve, currency volatilities, currency correlations and interest rates, and considers nonperformance risk of the Company and that of its counterparties. Adjustments relating to these risks were not material at February 28, 2010.

Available-for-sale securities are primarily comprised of investments in U.S. Treasury and agency securities, corporate commercial paper and bonds. These securities are valued using market prices on both active markets (Level 1) and less active markets (Level 2). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily-available pricing sources for comparable instruments. The Company had no material Level 3 measurements at February 28, 2010.

Short-Term Investments

As of February 28, 2010 and May 31, 2009, short-term investments consist of available-for-sale securities. Available-for-sale securities are recorded at fair value with unrealized gains and losses reported, net of tax, in other comprehensive income, unless unrealized losses are determined to be other than temporary. The Company considers all available-for-sale 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 three months as current assets within short-term investments on the consolidated balance sheet. As of February 28, 2010, the Company held $1,612.6 million of available-for-sale securities with maturity dates within one year and $201.1 million with maturity dates over one year and less than five years within short-term investments.

Short-term investments classified as available-for-sale consist of the following at fair value:

 

     February 28, 2010    May 31, 2009
     (in millions)

Available-for-sale investments:

     

U.S. treasury and agencies

   $ 1,317.3    $ 772.8

Corporate commercial paper and bonds

     496.4      391.2
             
   $ 1,813.7    $ 1,164.0
             

 

Fair Value of Long-Term Debt and Notes Payable

The Company’s long-term debt is recorded at adjusted cost, net of amortized premiums and discounts and interest rate swap fair value adjustments. The fair value of long-term debt is estimated based upon quoted prices for similar instruments. The fair value of the Company’s long-term debt, including the current portion, was approximately $468 million at February 28, 2010 and $456 million at May 31, 2009.

The carrying amounts reflected in the unaudited condensed consolidated balance sheet for notes payable approximates fair value.

Income Taxes:
Income Taxes:

NOTE 6 - Income Taxes:

The effective tax rate was 24.5% and 22.1% for the nine months ended February 28, 2010 and 2009, respectively. The Company’s effective tax rate for the nine months ended February 28, 2009 includes a tax benefit related to the impairment of Umbro’s goodwill, intangible and other assets. Excluding the tax benefit of the impairment charges in the prior year period, our fiscal year 2010 tax rate would have been 1.4 percentage points lower compared to fiscal 2009. This comparable decrease in fiscal 2010 was due to ongoing reduction in the effective tax rate on operations outside of the United States.

As of February 28, 2010, total gross unrecognized tax benefits, excluding related interest and penalties, were $251.7 million, $153.1 million of which would affect the Company’s effective tax rate if recognized in future periods. Total gross unrecognized tax benefits, excluding interest and penalties, as of May 31, 2009 were $273.9 million, $110.6 million of which would affect the Company’s effective tax rate if recognized in future periods. The gross liability for payment of interest and penalties decreased $0.9 million during the nine months ended February 28, 2010. As of February 28, 2010, accrued interest and penalties related to uncertain tax positions were $74.5 million (excluding federal benefit).

The Company is subject to taxation primarily in the U.S., China and the Netherlands as well as various state and other foreign jurisdictions. The Company has concluded substantially all U.S. federal income tax matters through fiscal year 2006. The Company is currently under audit by the Internal Revenue Service for the 2007, 2008 and 2009 tax years. The Company’s major foreign jurisdictions, China and the Netherlands, have concluded substantially all income tax matters through calendar 1998 and fiscal 2002, respectively. It is reasonably possible that the Internal Revenue Service audits for the 2007, 2008 and 2009 tax years will be completed during the next twelve months, which could result in a decrease in our balance of unrecognized tax benefits. An estimate of the range cannot be made at this time; however, we do not anticipate that total gross unrecognized tax benefits will change significantly as a result of full or partial settlement of audits within the next 12 months.

Comprehensive Income:
Comprehensive Income:

NOTE 7 - Comprehensive Income:

Comprehensive income, net of taxes, is as follows:

 

     Three Months Ended     Nine Months Ended  
   February 28,     February 28,  
   2010     2009     2010     2009  
     (in millions)  

Net income

   $ 496.4      $ 243.8      $ 1,384.8      $ 1,145.3   

Other comprehensive income (loss):

        

Changes in cumulative translation adjustment and other(1)

     (136.3   (52.0     (51.2   (507.9

Changes due to cash flow hedging instruments:

        

Net gain (loss) on hedge derivatives

     154.7        95.6        (1.3     634.4   

Reclassification to net income of previously deferred (gains) losses related to hedge derivative instruments

     (2.7     (76.2     (93.0     (30.4

Reclassification of ineffective hedge (gains) losses to net income(2)

     —          —          (3.8     —     

Changes due to net investment hedges:

        

Net gain on hedge derivatives

     62.7        29.1        16.2        189.8   
                                

Other comprehensive income (loss):

     78.4        (3.5     (133.1     285.9   
                                

Total comprehensive income

   $ 574.8      $ 240.3      $ 1,251.7      $ 1,431.2   
                                

 

(1)

Certain prior year amounts have been revised to properly reflect Changes in cumulative translation adjustment and other in the table above. These revisions affected certain balances reported in our unaudited condensed consolidated balance sheets as of February 28, 2009. As of and for the nine month period ended February 28, 2009, these revisions resulted in an increase in other comprehensive income of $346.0 million, an increase in long-term deferred tax assets of $372.0 million and an increase in long-term deferred tax liabilities of $26.0 million. For the three month period ended February 28, 2009, these revisions resulted in an increase in other comprehensive income of $58.0 million, an increase in long-term deferred tax assets of $197.0 million and an increase in long-term deferred tax liabilities of $139.0 million. These revisions did not affect the Company’s previously reported results of operations and the Company has concluded that these revisions were not material to the financial position for the quarter ended February 28, 2009 or any other subsequent period.

In addition, certain prior period amounts have been reclassified to conform to current period presentation. These changes had no impact on previously reported total comprehensive income.

 

(2)

Refer to Note 11 - Risk Management and Derivatives for additional detail.

Stock-Based Compensation:
Stock-Based Compensation:

NOTE 8 - Stock-Based Compensation:

A committee of the Board of Directors grants stock options and restricted stock under the NIKE, Inc. 1990 Stock Incentive Plan (the “1990 Plan”). The committee has granted substantially all stock options at 100% of the market price on the date of grant. Substantially all stock option grants outstanding under the 1990 Plan were granted in the first quarter of each fiscal year, vest ratably over four years, and expire 10 years from the date of grant. In addition to the 1990 Plan, the Company gives employees the right to purchase shares at a discount to the market price under employee stock purchase plans (“ESPPs”).

The Company accounts for stock-based compensation by estimating the fair value of options granted under the 1990 Plan and employees’ purchase rights under the ESPPs using the Black-Scholes option pricing model. The Company recognizes this fair value as selling and administrative expense over the vesting period using the straight-line method.

The following table summarizes the Company’s total stock-based compensation expense:

 

     Three Months Ended
February 28,
   Nine Months Ended
February 28,
     2010    2009    2010    2009
     (in millions)

Stock Options(1)

   $ 16.4    $ 18.6    $ 117.7    $ 110.4

ESPPs

     3.7      3.2      11.9      10.8

Restricted Stock

     2.9      1.9      7.9      5.8
                           

Total stock-based compensation expense

   $ 23.0    $ 23.7    $ 137.5    $ 127.0
                           

 

(1)

Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. Accelerated stock option expense was $1.2 million and $1.0 million for the three months ended February 28, 2010 and 2009, respectively, and was $73.2 million and $57.7 million for the nine months ended February 28, 2010 and 2009 respectively.

As of February 28, 2010, the Company had $102.3 million of unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized as selling and administrative expense over a weighted average period of 2.4 years.

The weighted average fair value per share of the options granted during the nine months ended February 28, 2010 and 2009 as computed using the Black-Scholes pricing model was $23.42 and $17.13, respectively. The weighted average assumptions used to estimate these fair values are as follows:

 

     Nine Months Ended
February 28,
 
     2010     2009  

Dividend yield

   1.9   1.5

Expected volatility

   57.8   32.5

Weighted-average expected life (in years)

   5.0      5.0   

Risk-free interest rate

   2.5   3.4

Expected volatility is estimated 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.

Earnings Per Common Share:
Earnings Per Common Share:

NOTE 9 - Earnings Per Common Share:

The following is a reconciliation from basic earnings per share to diluted earnings per share. Options to purchase an additional 0.2 million and 13.8 million shares of common stock were outstanding for both the three and nine month periods ended February 28, 2010 and 2009, respectively, but were not included in the computation of diluted earnings per share because the options were anti-dilutive.

 

     Three Months Ended
February 28,
   Nine Months Ended
February 28,
     2010    2009    2010    2009
     (in millions, except per share data)

Determination of shares:

           

Weighted average common shares outstanding

     484.4      484.0      485.8      485.0

Assumed conversion of dilutive stock options and awards

     7.9      4.1      7.5      6.2
                           

Diluted weighted average common shares outstanding

     492.3      488.1      493.3      491.2
                           

Basic earnings per common share

   $ 1.02    $ 0.50    $ 2.85    $ 2.36

Diluted earnings per common share

   $ 1.01    $ 0.50    $ 2.81    $ 2.33
Restructuring Activities:
Restructuring Activities:

NOTE 10 - Restructuring Activities:

During the fourth quarter of fiscal 2009, the Company took necessary steps to streamline its management structure, enhance consumer focus, drive innovation more quickly to market and establish a more scalable, long-term cost structure. As a result, the Company reduced its global workforce by approximately 5% and incurred gross restructuring charges of $195 million, primarily consisting of severance costs related to the workforce reduction. As nearly all of the restructuring activities were completed in the fourth quarter of fiscal 2009, the Company does not expect to recognize additional costs in future periods relating to these actions.

The activity in the restructuring accrual for the nine month period ended February 28, 2010 is as follows (in millions):

 

Restructuring accrual - May 31, 2009

   $ 149.6   

Cash payments

     (138.4

Foreign currency translation and other

     1.5   
        

Restructuring accrual - February 28, 2010

   $ 12.7   
        

The accrual balance as of February 28, 2010 will be relieved throughout the remainder of fiscal year 2010 and early 2011, as severance payments are completed. The restructuring accrual is included in the balance of accrued liabilities in the unaudited condensed consolidated balance sheets.

Risk Management and Derivatives:
Risk Management and Derivatives:

NOTE 11 - 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 purposes.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives to either specific firm commitments or forecasted transactions. The Company also enters into foreign exchange forwards to mitigate the change in fair value of specific assets and liabilities on the balance sheet, which are not designated as hedging instruments under the accounting standards for derivatives and hedging. Accordingly, changes in the fair value of hedges of recorded balance sheet positions are recognized immediately in other income, net, on the income statement together with the transaction gain or loss from the hedged balance sheet position.

The majority of derivatives outstanding as of February 28, 2010 are designated as either cash flow, fair value or net investment hedges. All derivatives are recognized on the balance sheet at their fair value and classified based on the instrument’s maturity date. The total notional amount of outstanding derivatives as of February 28, 2010 was $6.2 billion, which is primarily comprised of cash flow hedges denominated in Euros, British Pounds and Japanese Yen.

 

The following table presents the fair values of derivative instruments included within the unaudited condensed consolidated balance sheet as of February 28, 2010 and the condensed consolidated balance sheet as of May 31, 2009:

 

   

Asset Derivatives

 

Liability Derivatives

    

Balance Sheet Location

  February 28,
2010
  May 31,
2009
 

Balance Sheet Location

  February 28,
2010
  May 31,
2009
    (in millions)

Derivatives designated as hedging instruments:

           

Foreign exchange forwards and options

 

Prepaid expenses and other current assets

  $ 256.4   $ 270.4  

Accrued liabilities

  $ 20.4   $ —  

Interest rate swap contracts

 

Prepaid expenses and other current assets

    —       0.1  

Accrued liabilities

    —       —  

Foreign exchange forwards and options

 

Deferred income taxes and other long term assets

    15.1     81.3  

Deferred income taxes and other long term liabilities

    0.8     34.6

Interest rate swap contracts

 

Deferred income taxes and other long term assets

    13.8     13.7  

Deferred income taxes and other long term liabilities

    —       —  
                           

Total derivatives designated as hedging instruments

      285.3     365.5       21.2     34.6
                           

Derivatives not designated as hedging instruments:

           

Foreign exchange forwards and options

 

Prepaid expenses and other current assets

  $ 15.6     12.8  

Accrued liabilities

  $ 23.0   $ 34.3

Foreign exchange forwards and options

 

Deferred income taxes and other long term assets

    0.8     0.4  

Deferred income taxes and other long term liabilities

    2.1     —  
                           

Total derivatives not designated as hedging instruments

      16.4     13.2       25.1     34.3
                           

Total derivatives

    $ 301.7   $ 378.7     $ 46.3   $ 68.9
                           

The following tables present the amounts affecting the unaudited condensed consolidated statements of income for the three and nine month periods ended February 28, 2010 and 2009:

 

     Amount of Gain (Loss)
Recognized in Other
Comprehensive Income on
Derivatives¹
        Amount of Gain (Loss)
Reclassified From Accumulated
Other Comprehensive Income into
Income¹
 

Derivatives designated as hedges

  Three Months
Ended
February 28,
2010
    Nine Months
Ended
February 28,
2010
        Three Months
Ended
February 28,
2010
    Nine Months
Ended
February 28,
2010
 
    (in millions)  

Derivatives designated as cash flow hedges:

         

Foreign exchange forwards and options

  $ (8.3   $ (11.4  

Revenue

  $ 7.0      $ 45.9   

Foreign exchange forwards and options

    159.6        (11.0  

Cost of sales

    (6.3     46.3   

Foreign exchange forwards and options

    0.1        0.9     

Selling and administrative expense

    0.7        (0.1

Foreign exchange forwards and options

    58.8        15.2     

Other income, net

    1.9        38.2   
                                 

Total designated cash flow hedges

  $ 210.2      $ (6.3     $ 3.3      $ 130.3   

Derivatives designated as net investment hedges:

         

Foreign exchange forwards and options

  $ 92.4      $ 23.9     

Other income, net

  $ —        $ —     

 

¹ For the three month period ended February 28, 2010, the Company recorded an immaterial amount of ineffectiveness from cash flow hedges in other income, net. For the nine month period ended February 28, 2010, $5.2 million of income was recorded to other income, net as a result of cash flow hedge ineffectiveness.

 

      Amount of Gain (Loss)
Recognized in Other
Comprehensive Income on
Derivatives¹
        Amount of Gain (Loss)
Reclassified From Accumulated
Other Comprehensive Income into
Income¹
 

Derivatives designated as hedges

   Three Months
Ended
February 28,
2009
    Nine Months
Ended
February 28,
2009
        Three Months
Ended
February 28,
2009
   Nine Months
Ended
February 28,
2009
 
     (in millions)  

Derivatives designated as cash flow hedges:

             

Foreign exchange forwards and options

   $ 51.6      $ 110.7   

Revenue

   $ 26.0    $ 57.0   

Foreign exchange forwards and options

     44.3        495.1   

Cost of sales

     26.4      (58.2

Foreign exchange forwards and options

     (0.1     0.8   

Selling and administrative expense

     0.1      (0.3

Foreign exchange forwards and options

     38.9        258.0   

Other income, net

     49.7      45.0   
                                 

Total designated cash flow hedges

   $ 134.7      $ 864.6       $ 102.2    $ 43.5   

Derivatives designated as net investment hedges:

             

Foreign exchange forwards and options

   $ 21.1      $ 269.9   

Other income, net

   $ —      $ —     

 

¹ For the three month and nine month period ended February 28, 2009, the Company recorded an immaterial amount of ineffectiveness from cash flow hedges in other income, net.

 

     Amount of Gain (Loss) recognized in Income on Derivatives    

Location of Gain (Loss)
Recognized in Income on
Derivatives

     Three Months
Ended
February 28, 2010
    Three Months
Ended
February 28, 2009
   Nine Months
Ended
February 28, 2010
    Nine Months
Ended
February 28, 2009
   
     (in millions)      

Derivatives designated as fair value hedges:

           

Interest rate swaps1

   $ 2.2      $ —      $ 7.4      $ 0.7     

Interest expense (income), net

Derivatives not designated as hedging instruments:

           

Foreign exchange forwards and options

   $ (3.8   $ 7.9    $ (73.3   $ (43.4  

Other income, net

 

1

Substantially all interest rate swap agreements meet the shortcut method requirements under the accounting standards for derivatives and hedging. Accordingly, changes in the fair values of the interest rate swap agreements are exactly offset by changes in the fair value of the underlying long-term debt. Refer to section “Fair Value Hedges” for additional detail.

Refer to Note 4 - Accrued Liabilities for derivative instruments recorded in accrued liabilities, Note 5 - Fair Value Measurements for a description of how the above financial instruments are valued, and Note 7 - Comprehensive Income for additional information on changes in other comprehensive income for the three and nine month periods ended February 28, 2010 and 2009.

Cash Flow Hedges

The purpose of the Company’s foreign currency hedging activities is to protect the Company from the risk that the eventual cash flows resulting from transactions in foreign currencies, including revenues, product costs, selling and administrative expenses, investments in U.S. dollar-denominated available-for-sale debt securities and intercompany transactions, including intercompany borrowings, will be adversely affected by changes in exchange rates. It is the Company’s policy to utilize derivatives to reduce foreign exchange risks where internal netting strategies cannot be effectively employed. Hedged transactions are denominated primarily in Euros, British Pounds and Japanese Yen. The Company hedges up to 100% of anticipated exposures typically twelve months in advance, but has hedged as much as 34 months in advance.

All changes in fair values of outstanding cash flow hedge derivatives, except the ineffective portion, are recorded in other comprehensive income until net income is affected by the variability of cash flows of the hedged transaction. In most cases, amounts recorded in other comprehensive income will be released to net income some time after the maturity of the related derivative. The consolidated statement of income classification of effective hedge results is the same as that of the underlying exposure. Results of hedges of revenue and product costs are recorded in revenue and cost of sales, respectively, when the underlying hedged transaction affects net income. Results of hedges of selling and administrative expense are recorded together with those costs when the related expense is recorded. Results of hedges of anticipated purchases and sales of U.S. dollar-denominated available-for-sale securities are recorded in other income, net when the securities are sold. Results of hedges of anticipated intercompany transactions are recorded in other income, net when the transaction occurs.

 

Premiums paid on options are initially recorded as deferred charges. The Company assesses the effectiveness of options based on the total cash flows method and records total changes in the options’ fair value to other comprehensive income to the degree they are effective.

As of February 28, 2010, $110.2 million of deferred net gains (net of tax) on both outstanding and matured derivatives accumulated in other comprehensive income are expected to be reclassified to net income during the next twelve months as a result of 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 that are currently outstanding mature. As of February 28, 2010, the maximum term over which the Company is hedging exposures to the variability of cash flows for its forecasted and recorded transactions is 21 months.

The Company formally assesses both at a hedge’s inception and on an ongoing basis, whether the derivatives that are used in the hedging transaction have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. Effectiveness for cash flow hedges is assessed based on forward rates. When it is determined that a derivative is not, or has ceased to be, highly effective as a hedge, the Company discontinues hedge accounting prospectively.

The Company discontinues hedge accounting prospectively when (1) it determines that the derivative is no longer highly effective in offsetting changes in the cash flows of a hedged item (including hedged items such as firm commitments or forecasted transactions); (2) the derivative expires or is sold, terminated, or exercised; (3) it is no longer probable that the forecasted transaction will occur; or (4) management determines that designating the derivative as a hedging instrument is no longer appropriate.

When the Company discontinues hedge accounting because it is no longer probable that the forecasted transaction will occur in the originally expected period, or within an additional two-month period of time thereafter, the gain or loss on the derivative remains in accumulated other comprehensive income and is reclassified to net income when the forecasted transaction affects net income. However, if it is probable that a forecasted transaction will not occur by the end of the originally specified time period or within an additional two-month period of time thereafter, the gains and losses that were accumulated in other comprehensive income will be recognized immediately in net income. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company will carry the derivative at its fair value on the balance sheet, recognizing future changes in the fair value in other income, net. For the three month period ended February 28, 2010, the Company recorded an immaterial amount of ineffectiveness from cash flow hedges in other income, net. For the nine month period ended February 28, 2010, $5.2 million of income was recorded to other income, net as a result of cash flow hedge ineffectiveness. Ineffectiveness was not material for the three and nine month periods ended February 28, 2009.

Fair Value Hedges

The Company is also exposed to the risk of changes in the fair value of certain fixed-rate debt attributable to changes in interest rates. Derivatives currently used by the Company to hedge this risk are receive-fixed, pay-variable interest rate swaps. Substantially all interest rate swap agreements are designated as fair value hedges of the related long-term debt and meet the shortcut method requirements under the accounting standards for derivatives and hedging. Accordingly, changes in the fair values of the interest rate swap agreements are exactly offset by changes in the fair value of the underlying long-term debt. No ineffectiveness has been recorded to net income related to interest rate swaps designated as fair value hedges for the three and nine month periods ended February 28, 2010 and 2009.

Net Investment Hedges

The Company also hedges 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, except ineffective portions, are reported in the cumulative translation adjustment component of other comprehensive income along with the foreign currency translation adjustments on those investments. The Company assesses hedge effectiveness based on changes in forward rates. The Company recorded no ineffectiveness from its net investment hedges for the three and nine month periods ended February 28, 2010 and 2009.

Credit Risk

The Company is exposed to credit-related losses in the event of non-performance 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 and reported to senior management according to prescribed guidelines. The Company utilizes a portfolio of financial institutions either headquartered or operating in the same countries the Company conducts its business. As a result of the above considerations, the Company considers the impact of the risk of counterparty default to be immaterial.

Certain of the Company’s derivative instruments contain credit risk related contingent features. As of February 28, 2010 and May 31, 2009, the Company was in compliance with all such credit risk related contingent features. No derivative instruments with credit risk related contingent features were in a net liability position at February 28, 2010. At May 31, 2009, the aggregate fair value of derivative instruments with credit risk related to contingent features that are in a net liability position was $15.2 million. The Company was not required to post any collateral as a result of these contingent features.

Operating Segments:
Operating Segments:

NOTE 12 - Operating Segments:

The Company’s operating segments are evidence of the structure of the Company’s internal organization. The major segments are defined by geographic regions for operations participating in NIKE Brand sales activity excluding NIKE Golf. Each NIKE Brand geographic segment operates predominantly in one industry: the design, production, marketing and selling of sports and fitness footwear, apparel, and equipment. In the third quarter of fiscal 2009, the Company initiated a reorganization of the NIKE Brand into a new model consisting of six geographies. Effective June 1, 2009, the Company’s new reportable operating segments for the NIKE Brand are: North America, Western Europe, Central and Eastern Europe, Greater China, Japan, and Emerging Markets. Previously, NIKE Brand operations were organized into the following four geographic regions: U.S., Europe, Middle East and Africa (collectively, “EMEA”), Asia Pacific, and Americas.

The Company’s “Other” category is broken into two components for presentation purposes to align with the way management views the Company. The “Global Brand Divisions” category primarily represents NIKE Brand licensing businesses that are not part of a geographic operating segment, selling, general and administrative expenses that are centrally managed for the NIKE Brand and costs associated with product development and supply chain operations. The “Other Businesses” category primarily consists of the activities of Cole Haan, Converse Inc., Hurley International LLC, NIKE Golf and Umbro Ltd. Activities represented in the “Other” category are considered immaterial for individual disclosure. Prior period amounts have been reclassified to conform to the Company’s new operating structure described above.

Revenues as shown below represent sales to external customers for each segment. Intercompany revenues have been eliminated and are immaterial for separate disclosure.

Corporate consists of unallocated general and administrative expenses, which includes expenses associated with centrally managed departments, depreciation and amortization related to the Company’s headquarters, unallocated insurance and benefit programs, including stock-based compensation, certain foreign currency gains and losses, including hedge gains and losses, certain corporate eliminations and other items.

Effective June 1, 2009, 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 taxes in the Unaudited Condensed Consolidated Statements of Income. Reconciling items for EBIT represent corporate expense items that are not allocated to the operating segments for management reporting. Previously, the Company evaluated performance of individual operating segments based on pre-tax income or income before income taxes.

As part of the Company’s centrally managed foreign exchange risk management program, standard foreign currency rates are assigned to each NIKE Brand entity in our geographic operating segments and are used to record any non-functional currency revenues or product purchases into the entity’s functional currency. Geographic operating segment revenues and cost of sales reflect use of these standard rates. For all NIKE Brand operating segments, 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 centrally managed foreign exchange risk management program.

 

Accounts receivable, net, inventories and property, plant and equipment, net for operating segments are regularly reviewed and therefore provided below.

Certain prior year amounts have been reclassified to conform to fiscal 2010 presentation.

 

     Three Months Ended
February 28,
    Nine Months Ended
February 28,
 
     2010     2009     2010     2009  
     (in millions)  

Net Revenue

        

North America

   $ 1,679.1      $ 1,662.6      $ 4,935.6      $ 5,082.5   

Western Europe

     929.2        889.4        2,936.0        3,202.3   

Central and Eastern Europe

     271.5        296.5        818.0        1,068.6   

Greater China

     458.0        414.9        1,277.4        1,329.6   

Japan

     213.0        230.1        621.4        643.7   

Emerging Markets

     509.2        355.1        1,485.6        1,324.4   

Global Brand Divisions

     21.8        12.6        77.5        50.8   
                                

Total NIKE Brand

     4,081.8        3,861.2        12,151.5        12,701.9   

Other Businesses

     656.0        579.6        1,815.5        1,761.2   

Corporate

     (4.8     —          (29.9     —     
                                

Total NIKE Consolidated Revenues

   $ 4,733.0      $ 4,440.8      $ 13,937.1      $ 14,463.1   
                                
     Three Months Ended
February 28,
    Nine Months Ended
February 28,
 
     2010     2009     2010     2009  
     (in millions)  

Earnings Before Interest and Taxes

        

North America

   $ 402.4      $ 388.1      $ 1,103.5      $ 1,027.4   

Western Europe

     199.2        199.6        663.1        706.3   

Central and Eastern Europe

     50.3        95.0        196.9        322.1   

Greater China

     175.7        145.3        450.1        419.6   

Japan

     39.7        47.3        119.5        140.4   

Emerging Markets

     121.9        70.7        379.0        264.8   

Global Brand Divisions

     (232.7     (224.2     (589.2     (600.2
                                

Total NIKE Brand

     756.5        721.8        2,322.9        2,280.4   

Other Businesses

     105.1        (342.9     226.9        (235.0

Corporate

     (198.8     (140.5     (711.9     (587.3
                                

Total NIKE Consolidated Earnings Before Interest and Taxes

   $ 662.8      $ 238.4      $ 1,837.9      $ 1,458.1   
                                

Interest expense (income), net

     0.9        3.0        3.8        (12.1
                                

Total NIKE Consolidated Income Before Income Taxes

   $ 661.9      $ 235.4      $ 1,834.1      $ 1,470.2   
                                

 

 

     February 28,
2010
   May 31,
2009
     (in millions)

Accounts receivable, net

     

North America

   $ 939.9    $ 897.7

Western Europe

     445.4      503.4

Central and Eastern Europe

     303.6      373.6

Greater China

     117.4      122.3

Japan

     153.4      207.2

Emerging Markets

     347.3      268.2

Global Brand Divisions

     56.5      53.3
             

Total NIKE Brand

     2,363.5      2,425.7

Other Businesses

     435.2      439.8

Corporate

     35.1      18.4
             

Total NIKE Consolidated Accounts Receivable, net

   $ 2,833.8    $ 2,883.9
             

Inventories

     

North America

   $ 750.9    $ 868.8

Western Europe

     329.7      453.5

Central and Eastern Europe

     159.1      166.2

Greater China

     90.7      110.4

Japan

     116.0      95.7

Emerging Markets

     274.0      258.2

Global Brand Divisions

     28.4      32.4
             

Total NIKE Brand

     1,748.8      1,985.2

Other Businesses

     401.5      371.8

Corporate

     —        —  
             

Total NIKE Consolidated Inventories

   $ 2,150.3    $ 2,357.0
             

Property, plant and equipment, net

     

North America

   $ 324.6    $ 354.2

Western Europe

     303.1      326.5

Central and Eastern Europe

     13.7      15.0

Greater China

     135.1      78.2

Japan

     343.2      318.5

Emerging Markets

     48.0      47.4

Global Brand Divisions

     99.6      103.1
             

Total NIKE Brand

     1,267.3      1,242.9

Other Businesses

     168.4      163.7

Corporate

     526.9      551.1
             

Total NIKE Consolidated Property, Plant and Equipment, net

   $ 1,962.6    $ 1,957.7
             
Commitments and Contingencies:
Commitments and Contingencies:

NOTE 13 - Commitments and Contingencies:

At February 28, 2010, the Company had letters of credit outstanding totaling $87.4 million. These letters of credit were issued primarily for the purchase of inventory.

There have been no other significant subsequent developments relating to the commitments and contingencies reported on the Company’s latest Annual Report on Form 10-K.

Document Information
9 Months Ended
Feb. 28, 2010
Document Type
10-Q 
Amendment Flag
FALSE 
Document Period End Date
02/28/2010 
Entity Information
Mar. 31, 2010
9 Months Ended
Feb. 28, 2010
Trading Symbol
 
NKE 
Entity Registrant Name
 
NIKE INC 
Entity Central Index Key
 
0000320187 
Current Fiscal Year End Date
 
05/31 
Entity Filer Category
 
Large Accelerated Filer 
Entity Common Stock, Shares Outstanding
395,710,294 
 
Class A Common Stock
 
 
Entity Common Stock, Shares Outstanding
89,990,248