NIKE INC, 10-Q filed on 10/8/2009
Quarterly Report
Statement Of Financial Position Classified (USD $)
In Millions
Aug. 31, 2009
May 31, 2009
ASSETS
 
 
Current assets:
 
 
Cash and equivalents
$ 2,260.6 
$ 2,291.1 
Short-term investments
1,369.2 
1,164.0 
Accounts receivable, net
2,835.3 
2,883.9 
Inventories (Note 2)
2,288.4 
2,357.0 
Deferred income taxes (Note 6)
214.1 
272.4 
Prepaid expenses and other current assets (Note 11)
639.3 
765.6 
Total current assets
9,606.9 
9,734.0 
Property, plant and equipment
4,373.8 
4,255.7 
Less accumulated depreciation
2,393.0 
2,298.0 
Property, plant and equipment, net
1,980.8 
1,957.7 
Identifiable intangible assets, net (Note 3)
471.2 
467.4 
Goodwill (Note 3)
194.9 
193.5 
Deferred income taxes and other long-term assets (Notes 6 and 11)
936.8 
897.0 
Total assets
13,190.6 
13,249.6 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
Current liabilities:
 
 
Current portion of long-term debt
7.1 
32.0 
Notes payable
94.7 
342.9 
Accounts payable
961.9 
1,031.9 
Accrued liabilities (Note 4)
1,643.4 
1,783.9 
Income taxes payable (Note 6)
145.7 
86.3 
Total current liabilities
2,852.8 
3,277.0 
Long-term debt
443.2 
437.2 
Deferred income taxes and other long-term liabilities (Notes 6 and 11)
803.6 
842.0 
Commitments and contingencies (Note 13)
Redeemable preferred stock
0.3 
0.3 
Shareholders' equity:
 
 
Capital in excess of stated value
3,015.9 
2,871.4 
Accumulated other comprehensive income (Note 7)
244.3 
367.5 
Retained earnings
5,827.7 
5,451.4 
Total shareholders' equity
9,090.7 
8,693.1 
Total liabilities and shareholders' equity
13,190.6 
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
Aug. 31, 2009
May 31, 2009
Class A Convertible Common Stock
 
 
Common Stock, shares outstanding
95.3 
95.3 
Class B Common Stock
 
 
Common Stock, shares outstanding
391.7 
390.2 
Statement Of Income (USD $)
In Millions, except Per Share data
3 Months Ended
Aug. 31,
2009
2008
Revenues
$ 4,798.5 
$ 5,432.2 
Cost of sales
2,583.0 
2,870.1 
Gross Margin
2,215.5 
2,562.1 
Selling and administrative expense
1,546.1 
1,856.4 
Other income (expense), net
13.1 
(1.6)
Interest (expense) income, net
(1.3)
10.1 
Income before income taxes
681.2 
714.2 
Income tax expense (Note 6)
168.2 
203.7 
Net income
513.0 
510.5 
Basic earnings per common share (Note 9)
1.06 
1.05 
Diluted earnings per common share (Note 9)
1.04 
1.03 
Dividends declared per common share
$ 0.25 
$ 0.23 
Statement Of Cash Flows Indirect (USD $)
In Millions
3 Months Ended
Aug. 31,
2009
2008
Cash provided by operations:
 
 
Net income
$ 513.0 
$ 510.5 
Income charges (credits) not affecting cash:
 
 
Depreciation
79.3 
78.5 
Deferred income taxes
(18.0)
(73.0)
Stock-based compensation
91.4 
78.2 
Amortization and other
1.6 
6.8 
Changes in certain working capital components and other assets and liabilities:
 
 
Decrease (increase) in accounts receivable
93.5 
(292.9)
Decrease (increase) in inventories
94.6 
(57.0)
(Increase) decrease in prepaid expenses and other assets
(54.6)
49.2 
(Decrease) increase in accounts payable, accrued liabilities and income taxes payable
(91.8)
57.3 
Cash provided by operations
709.0 
357.6 
Cash used by investing activities:
 
 
Purchases of investments
(640.3)
(791.7)
Maturities of investments
96.2 
203.4 
Sales of investments
322.9 
266.4 
Additions to property, plant and equipment
(80.5)
(106.7)
Proceeds from the sale of property, plant and equipment
0.3 
13.1 
Increase in other assets and liabilities, net
0.0 
(15.2)
Settlement of net investment hedges
(30.5)
2.6 
Cash used by investing activities
(331.9)
(428.1)
Cash used by financing activities:
 
 
Reduction in long-term debt, including current portion
(26.8)
(1.6)
(Decrease) increase in notes payable
(249.3)
45.0 
Proceeds from exercise of stock options and other stock issuances
47.4 
45.8 
Excess tax benefits from share-based payment arrangements
6.7 
8.7 
Repurchase of common stock
(15.0)
(418.8)
Dividends on common stock
(121.4)
(113.0)
Cash used by financing activities
(358.4)
(433.9)
Effect of exchange rate changes on cash
(49.2)
(3.9)
Net decrease in cash and equivalents
(30.5)
(508.3)
Cash and equivalents, beginning of period
2,291.1 
2,133.9 
Cash and equivalents, end of period
2,260.6 
1,625.6 
Supplemental disclosure of cash flow information:
 
 
Dividends declared and not paid
$ 121.7 
$ 111.7 
NOTE 1 - Summary of Significant Accounting Policies:
NOTE 1 - 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. 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 months ended August 31, 2009 are not necessarily indicative of results to be expected for the entire year.

Subsequent events have been evaluated through October 8, 2009, the date of issuance of the Company’s Unaudited Condensed Consolidated Financial Statements.

Recently Adopted Accounting Standards:

Effective June 1, 2009, the Company adopted the following accounting standards:

In May 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 165, “Subsequent Events” (“FAS 165”), which establishes general standards of accounting and disclosure for events that occur after the balance sheet date but before financial statements are issued. The adoption of FAS 165 did not have an impact on the Company’s consolidated financial position or results of operations. See Note 1 “Basis of Presentation” for disclosure required under FAS 165.

In April 2009, the FASB issued three related FASB Staff Positions (“FSP”): (i) FSP Financial Accounting Standard (“FAS”) No. 115-2 and FAS No. 124-2, “Recognition of Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”) which provides new criteria for determining whether an impairment of a debt security is temporary and recorded in other comprehensive income in the equity section of the balance sheet or other-than-temporary and recorded as a loss on the statement of operations, (ii) FSP FAS No. 107-1 and Accounting Principles Board Opinion (“APB”) No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”) which requires disclosures about fair value of financial instruments in interim and annual reporting periods, and (iii) FSP FAS No. 157-4, “Determining the Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” which provides additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements” (“FAS 157”). The adoption of these FSPs 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 FSP FAS 115-2 and FAS 124-2, and FSP FAS 107-1 and APB 28-1.

In June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 clarifies that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be considered participating securities and included in the computation of EPS pursuant to the two-class method. The adoption of FSP EITF 03-6-1 did not have a material impact on the Company’s consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“FAS 141(R)”) and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“FAS 160”). These standards aim to improve, simplify, and converge international standards of accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements. FAS 141(R) is effective for business combinations for which the acquisition date is on or after June 1, 2009. Generally, the effects of FAS 141(R) will depend on the Company’s future acquisitions. The adoption of FAS 160 did not have an impact on the Company’s consolidated financial position or results of operations.

In April 2008, the FASB issued Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS 142. The intent of the position is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FAS 141(R), and other U.S. generally accepted accounting principles. The adoption of FSP FAS 142-3 did not have a material impact on the Company’s consolidated financial position or results of operations.

 

Recently Issued Accounting Standards:

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” (“FAS 167”) which changes various aspects of accounting for and disclosures of interests in variable interest entities. FAS 167 is effective for the Company beginning June 1, 2010. The Company is currently evaluating the impact of the provisions of FAS 167.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a Replacement of FASB Statement No. 162.” (“FAS 168”). The Codification is now the single source of authoritative US generally accepted accounting principles (“GAAP”) for all non-governmental entities. The Codification, which launched July 1, 2009, changes the referencing and organization of accounting guidance. The Codification is effective for the Company beginning the second quarter ending November 30, 2009. The issuance of FAS 168 will not change GAAP and therefore the adoption of FAS 168 will only affect how specific references to GAAP literature are disclosed in the notes to our consolidated financial statements.

NOTE 2 - Inventories:
NOTE 2 - Inventories:

NOTE 2 - Inventories:

Inventory balances of $2,288.4 million and $2,357.0 million at August 31, 2009 and May 31, 2009, respectively, were substantially all finished goods.

NOTE 3 - Identified Intangible Assets and Goodwill:
NOTE 3 - 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 August 31, 2009 and May 31, 2009.

 

     August 31, 2009    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

   $ 58.7    $ (18.1   $ 40.6    $ 56.6    $ (17.2   $ 39.4

Trademarks

     38.1      (12.6     25.5      37.5      (10.9     26.6

Other

     36.5      (18.4     18.1      40.0      (19.6     20.4
                                           

Total

   $ 133.3    $ (49.1   $ 84.2    $ 134.1    $ (47.7   $ 86.4
                                           

Unamortized intangible assets - Trademarks

        $ 387.0         $ 381.0
                       

Identifiable intangible assets, net

        $ 471.2         $ 467.4
                       

Goodwill

        $ 194.9         $ 193.5
                       

The effect of foreign exchange fluctuations for the three month period ended August 31, 2009 increased goodwill and unamortized intangible assets by approximately $1.4 million and $6.0 million, respectively, resulting from the weakening of the U.S. dollar in relation to the British pound sterling.

Amortization expense, which is included in selling and administrative expense, was $3.4 million and $2.2 million for the three-month periods ended August 31, 2009 and August 31, 2008, 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: $9.7 million; 2011: $12.5 million; 2012: $11.8 million; 2013: $9.9 million; 2014: $7.9 million.

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

 

NOTE 4 - Accrued Liabilities:
NOTE 4 - Accrued Liabilities:

NOTE 4 - Accrued Liabilities:

Accrued liabilities include the following:

 

     August 31, 2009    May 31, 2009
     (in millions)

Compensation and benefits, excluding taxes

   $ 324.3    $ 491.9

Endorser compensation

     242.1      237.1

Taxes other than income taxes

     219.4      161.9

Advertising and marketing

     149.4      97.6

Dividends payable

     121.7      121.4

Import and logistics costs

     70.5      59.4

Restructuring charges(1)

     61.3      149.6

Fair value of derivatives

     60.5      68.9

Other(2)

     394.2      396.1
             
   $ 1,643.4    $ 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 and no individual item accounted for more than 5% of the balance at August 31, 2009 and May 31, 2009.

NOTE 5 - Fair Value Measurements:
NOTE 5 - Fair Value Measurements:

NOTE 5 - Fair Value Measurements:

Effective June 1, 2008, the Company adopted FAS 157, “Fair Value Measurements” for financial assets and liabilities. FAS 157 establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach). FAS 157 is applied under existing accounting pronouncements that require or permit fair value measurements and, accordingly, does not require any new fair value measurements.

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 August 31, 2009 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

 

     August 31, 2009
     Fair Value Measurements Using          
     Level 1    Level 2    Level 3    Assets / Liabilities at
Fair Value
  

Balance Sheet Classification

     (in millions)

Assets

              

Derivatives

   $ —      $ 210.8    $ —      $ 210.8   

Other current assets and other long-term assets

Available-for-sale securities

     335.8      1,242.6      —        1,578.4   

Cash equivalents

Available-for-sale securities

     640.2      729.0      —        1,369.2   

Short-term investments

                              

Total assets

   $ 976.0    $ 2,182.4    $ —      $ 3,158.4   
                              

Liabilities

              

Derivatives

   $ —      $ 61.2    $ —      $ 61.2   

Accrued liabilities and other long-term liabilities

                              

Total Liabilities

   $ —      $ 61.2    $ —      $ 61.2   
                              

Derivative financial instruments include foreign currency forwards, option contracts and interest rate swaps. The fair value of these derivatives 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 for the period ended August 31, 2009.

Available-for-sale securities consist of highly liquid investments, primarily commercial paper, U.S. Treasury, U.S. agency, and corporate debt securities. Those classified as cash equivalents have maturities less than three months from the date of purchase while securities with maturities over this threshold are recorded in short-term investments.

Available-for-sale 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 as of August 31, 2009.

Short-Term Investments

As of August 31, 2009 and May 31, 2009, short-term investments consist of available-for-sale securities. Available-for-sale securities are recorded at fair value with net 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 August 31, 2009, the Company held $1,190.5 million of available-for-sale securities with maturity dates within one year and $178.7 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:

 

     August 31, 2009    May 31, 2009
     (in millions)

Available-for-sale investments:

     

U.S. treasury and agencies

   $ 640.2    $ 772.8

Corporate commercial paper and bonds

     729.0      391.2
             
   $ 1,369.2    $ 1,164.0
             

Debt securities which the Company has the ability and positive intent to hold to maturity are carried at amortized cost, which approximates fair value. At August 31, 2009 and May 31, 2009, the Company did not hold any short-term investments that were classified as held-to-maturity.

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 swap fair value adjustments. In accordance with FSP FAS 107-1 and APB 28-1, the Company is required to disclose a fair value measurement of its long-term debt each quarter. 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 $446 million at August 31, 2009 and $456 million at May 31, 2009. The carrying amounts reflected in the unaudited condensed consolidated balance sheets for notes payable approximate fair value.

NOTE 6 - Income Taxes:
NOTE 6 - Income Taxes:

NOTE 6 - Income Taxes:

The effective tax rate was 24.7% and 28.5% for the three months ended August 31, 2009 and August 31, 2008, respectively. The effective tax rate for the three months ended August 31, 2009 reflects a reduction in our on-going effective tax rate resulting from our operations outside of the United States; our tax rates on those operations are generally lower than the U.S. statutory rate.

As of August 31, 2009, total gross unrecognized tax benefits, excluding related interest and penalties were $305.6 million, $117.4 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 $1.9 million during the quarter ended August 31, 2009. As of August 31, 2009, accrued interest and penalties related to uncertain tax positions was $73.5 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 audit 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.

NOTE 7 - Comprehensive Income:
NOTE 7 - Comprehensive Income:

NOTE 7 - Comprehensive Income:

Comprehensive income, net of taxes, is as follows:

 

     Three Months Ended
August 31,
 
   2009     2008  
     (in millions)  

Net income

   $ 513.0      $ 510.5   

Other comprehensive (loss) income:

    

Changes in cumulative translation adjustment and other

     23.8        (162.9

Changes due to cash flow hedging instruments:

    

Net (loss) gain on hedge derivatives

     (63.7     172.4   

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

     (61.3     37.1   

Reclassification of ineffective hedge (gains) losses to net income(1)

     (3.8     —     

Changes due to net investment hedges:

    

Net (loss) gain on hedge derivatives

     (18.2     63.0   
                

Other comprehensive (loss) income:

     (123.2     109.6   
                

Total comprehensive income

   $ 389.8      $ 620.1   
                

 

(1)

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

NOTE 8 - Stock-Based Compensation:
NOTE 8 - 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 in accordance with SFAS No. 123R “Share-Based Payment” (“FAS 123R”). Under FAS 123R, the Company estimates 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
August 31,
     2009    2008
     (in millions)

Stock Options(1)

   $ 85.0    $ 73.3

ESPPs

     4.3      3.0

Restricted Stock

     2.1      1.9
             

Total stock-based compensation expense

   $ 91.4    $ 78.2
             

 

(1)

In accordance with FAS 123R, accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. Accelerated stock option expense was $70.8 million and $55.7 million for the three months ended August 31, 2009 and August 31, 2008, respectively,

As of August 31, 2009, the Company had $149.4 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 2.8 years.

The weighted average fair value per share of the options granted during the three months ended August 31, 2009 and August 31, 2008 as computed using the Black-Scholes pricing model was $23.40 and $17.11, respectively. The weighted average assumptions used to estimate these fair values are as follows:

 

     Three Months Ended
August 31,
 
     2009     2008  

Dividend yield

   1.9   1.5

Expected volatility

   58.0   32.4

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.

NOTE 9 - Earnings Per Common Share:
NOTE 9 - Earnings Per Common Share:

NOTE 9 - Earnings Per Common Share:

The following represents a reconciliation from basic earnings per share to diluted earnings per share. Options to purchase an additional 19.2 million and 13.9 million shares of common stock were outstanding for the three months ended August 31, 2009 and August 31, 2008, respectively, but were not included in the computation of diluted earnings per share because the options were antidilutive.

 

     Three Months Ended
August 31,
     2009    2008
     (in millions, except per share data)

Determination of shares:

     

Weighted average common shares outstanding

     485.8      487.2

Assumed conversion of dilutive stock options and awards

     5.8      7.7
             

Diluted weighted average common shares outstanding

     491.6      494.9
             

Basic earnings per common share

   $ 1.06    $ 1.05

Diluted earnings per common share

   $ 1.04    $ 1.03
NOTE 10 - Restructuring Activities:
NOTE 10 - 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 three month period ended August 31, 2009 is as follows (in millions):

 

Restructuring accrual - May 31, 2009

   $  149.6   

Cash payments

     (89.7

Foreign currency translation and other

     1.4   
        

Restructuring accrual - August 31, 2009

   $ 61.3   
        

The accrual balance as of August 31, 2009 will be relieved throughout 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 sheet.

NOTE 11 - Risk Management and Derivatives:
NOTE 11 - 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; these are not designated as hedging instruments under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted (“ FAS 133”). Accordingly, changes in the fair value of hedges of recorded balance sheet positions are recognized immediately in other income (expense), 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 August 31, 2009 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 August 31, 2009 was $6.4 billion, which is primarily comprised of cash flow hedges denominated in Euros, Japanese yen and British pounds.

 

The following table presents the fair values of derivative instruments included within the unaudited condensed consolidated balance sheet as of August 31, 2009:

 

    

Asset Derivatives

  

Liability Derivatives

    

Balance Sheet Location

   Fair Value   

Balance Sheet Location

   Fair Value
     (in millions)

Derivatives designated as hedging instruments under FAS 133:

           

Foreign exchange forwards and options

  

Prepaid expenses and other current assets

   $ 150.9   

Accrued liabilities

   $ 34.9

Foreign exchange forwards and options

  

Deferred income taxes and other assets

     36.6   

Deferred income taxes and other liabilities

     0.1

Interest rate swap contracts

  

Deferred income taxes and other assets

     13.4   

Deferred income taxes and other liabilities

     —  
                   

Total derivatives designated as hedging instruments under FAS 133

        200.9         35.0
                   

Derivatives not designated as hedging instruments under FAS 133:

           

Foreign exchange forwards and options

  

Prepaid expenses and other current assets

   $ 9.9   

Accrued liabilities

   $ 25.6

Foreign exchange forwards and options

  

Deferred income taxes and other assets

     —     

Deferred income taxes and other liabilities

     0.6
                   

Total derivatives not designated as hedging instruments under FAS 133

        9.9         26.2
                   

Total derivatives

      $ 210.8       $ 61.2
                   

 

The following tables present the amounts affecting the unaudited condensed consolidated statement of income for the three month period ended August 31, 2009:

 

     Amount of Gain
(Loss) Recognized
in Other
Comprehensive
Income on
Derivatives(¹)
         Amount of Gain
(Loss)
Reclassified
From

Accumulated
Other
Comprehensive
Income into

Income(¹)
 

Derivatives designated under FAS 133

   Three Months
Ended
August 31,
2009
   

Location of Gain (Loss) Reclassified

From Accumulated Other

Comprehensive Income into Income¹

   Three Months
Ended
August 31,

2009
 
           (in millions)       

Derivatives designated as cash flow hedges:

       

Foreign exchange forwards and options

   $ (12.1  

Revenue

   $ 17.5   

Foreign exchange forwards and options

     (55.6  

Cost of sales

     42.6   

Foreign exchange forwards and options

     0.8     

Selling and administrative expense

     (0.5

Foreign exchange forwards and options

     (21.6  

Other income (expense), net

     27.7   
                   

Total designated cash flow hedges

   $ (88.5      $ 87.3   

Derivatives designated as net investment hedges:

       

Foreign exchange forwards and options

   $ (27.0  

Other income (expense), net

   $ —     

 

(¹)

For the three month period ended August 31, 2009, the Company recorded income of $5.2 million from ineffectiveness on cash flow hedges in other income (expense), net.

 

     Amount of Gain (Loss)
recognized in Income on
Derivatives
   

Location of Gain (Loss) Recognized in Income on
Derivatives

     Three Months
Ended
August 31,
2009
   
     (in millions)      

Derivatives designated as fair value hedges:

    

Interest rate swaps(1)

   $ 1.9      Interest (expense) income, net

Derivatives not designated as hedging instruments under FAS 133:

    

Foreign exchange forwards and options

   $ (36.0   Other income (expense), net

 

(1)

All interest rate swap agreements outstanding as of August 31, 2009 meet the shortcut method requirements under FAS 133; 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 in accordance with FAS 157 and Note 7 - Comprehensive Income for additional information on changes in other comprehensive income for the three month period ended August 31, 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, Japanese yen and British pounds. 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 (expense), net when the securities are sold. Results of hedges of anticipated intercompany transactions are recorded in other income (expense), 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 August 31, 2009, $60.6 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 August 31, 2009, the maximum term over which the Company is hedging exposures to the variability of cash flows for its forecasted and recorded transactions is 20 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, 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 (expense), net. For the three month period ended August 31, 2009, the Company recorded income of $5.2 million within other income (expense), net from ineffectiveness on cash flow hedges.

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. All interest rate swap agreements are designated as fair value hedges of the related long-term debt and meet the shortcut method requirements under FAS 133. 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 month period ended August 31, 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 the ineffective portion, 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 month period ended August 31, 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 risk of counterparty default to be immaterial.

Certain of the Company’s derivative instruments contain credit risk related contingent features. As of August 31, 2009, the Company was in compliance with all such credit risk related contingent features. The aggregate fair value of derivative instruments with credit risk related contingent features that are in a net liability position at August 31, 2009 was $21.5 million. The Company was not required to post any collateral as a result of these contingent features.

NOTE 12 - Operating Segments:
NOTE 12 - 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. As previously announced, 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.

Our “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 and selling, general and administrative expenses that are centrally managed for the NIKE brand. 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 based on the aggregation criteria in SFAS No. 131 “Disclosures about Segments of an Enterprise and Related Information.” 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, 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 earnings before interest and taxes 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 our 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 our 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
August 31,
     2009     2008
     (in millions)

Revenue

    

North America

   $ 1,760.1      $ 1,857.5

Western Europe

     1,105.2        1,349.0

Central and Eastern Europe

     286.2        429.8

Greater China

     415.5        496.4

Japan

     186.0        186.4

Emerging Markets

     421.8        457.8

Global Brand Divisions

     30.7        22.2
              

Total NIKE Brand

     4,205.5        4,799.1

Other Businesses

     603.9        633.1

Corporate(1)

     (10.9     —  
              

Total NIKE Consolidated Revenues

   $ 4,798.5      $ 5,432.2
              

 

(1)

Corporate primarily consists of results from our centrally managed foreign currency hedging program and foreign currency gains and losses resulting from the difference between actual foreign currency rates and standard rates assigned to our geographic operating segments.

 

     Three Months Ended
August 31,
 
     2009     2008  
     (in millions)  

Earnings Before Interest and Taxes

    

North America

   $ 410.6      $ 373.6   

Western Europe

     288.6        323.0   

Central and Eastern Europe

     82.2        126.8   

Greater China

     148.8        138.8   

Japan

     35.1        37.9   

Emerging Markets

     101.0        72.9   

Global Brand Divisions

     (180.5     (198.7
                

Total NIKE Brand

     885.8        874.3   

Other Businesses

     86.6        86.6   

Corporate

     (289.9     (256.8
                

Total NIKE Consolidated Earnings Before Interest and Taxes

     682.5        704.1   

Interest (expense) income, net

     (1.3     10.1   
                

Total NIKE Consolidated Income Before Income Taxes

   $ 681.2      $ 714.2   
                

 

     August 31,
2009
   May 31,
2009
     (in millions)

Accounts Receivable, net

     

North America

   $ 868.5    $ 897.7

Western Europe

     614.2      503.4

Central and Eastern Europe

     366.1      373.6

Greater China

     144.6      122.3

Japan

     123.7      207.2

Emerging Markets

     273.2      268.2

Global Brand Divisions

     58.4      53.3
             

Total NIKE Brand

     2,448.7      2,425.7

Other Businesses

     360.6      439.8

Corporate

     26.0      18.4
             

Total NIKE Consolidated Accounts Receivable, net

   $ 2,835.3    $ 2,883.9
             

Inventories

     

North America

   $ 816.7    $ 868.8

Western Europe

     393.9      453.5

Central and Eastern Europe

     171.5      166.2

Greater China

     109.8      110.4

Japan

     110.8      95.7

Emerging Markets

     279.2      258.2

Global Brand Divisions

     32.0      32.4
             

Total NIKE Brand

     1,913.9      1,985.2

Other Businesses

     374.5      371.8

Corporate

     —        —  
             

Total NIKE Consolidated Inventories

   $ 2,288.4    $ 2,357.0
             

Property, Plant and Equipment, net

     

North America

   $ 345.9    $ 354.2

Western Europe

     336.2      326.5

Central and Eastern Europe

     15.8      15.0

Greater China

     101.1      78.2

Japan

     326.4      318.5

Emerging Markets

     46.4      47.4

Global Brand Divisions

     105.9      103.1
             

Total NIKE Brand

     1,277.7      1,242.9

Other Businesses

     161.4      163.7

Corporate

     541.7      551.1
             

Total NIKE Consolidated Property, Plant and Equipment, net

   $ 1,980.8    $ 1,957.7
             
NOTE 13 - Commitments and Contingencies:
NOTE 13 - Commitments and Contingencies:

NOTE 13 - Commitments and Contingencies:

At August 31, 2009, the Company had letters of credit outstanding totaling $120.7 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
3 Months Ended
Aug. 31, 2009
Document Information [Text Block]
 
Document Type
10-Q 
Amendment Flag
FALSE 
Document Period End Date
08/31/2009 
Entity Information
3 Months Ended
Aug. 31, 2009
Entity [Text Block]
 
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
391,709,510 
Class A Common Stock
 
Entity [Text Block]
 
Entity Common Stock, Shares Outstanding
95,299,318