UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
FOR QUARTERLY REPORTS UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter Ended November 30, 2007
Commission file number - 1-10635
NIKE, Inc.
(Exact name of registrant as specified in its charter)
OREGON 93-0584541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Bowerman Drive, Beaverton, Oregon 97005-6453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 671-6453
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days
Yes X No .
___ ___
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large accelerated filer X Accelerated filer Non-accelerated filer
___ ___ ___
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes No X .
___ ___
Common Stock shares outstanding as of November 30, 2007 were:
_______________
Class A 105,014,650
Class B 392,240,992
_______________
497,255,642
===============
PART 1 - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
NIKE, Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
November 30, May 31,
2007 2007
________ ________
(in millions)
ASSETS
Current assets:
Cash and equivalents $2,470.5 $1,856.7
Short-term investments 601.0 990.3
Accounts receivable, net 2,617.1 2,494.7
Inventories (Note 2) 2,223.7 2,121.9
Deferred income taxes 253.9 219.7
Prepaid expenses and other current assets 521.2 393.2
________ ________
Total current assets 8,687.4 8,076.5
Property, plant and equipment 3,907.8 3,619.1
Less accumulated depreciation 2,119.7 1,940.8
________ ________
Property, plant and equipment, net 1,788.1 1,678.3
Identifiable intangible assets, net (Note 3) 409.7 409.9
Goodwill (Note 3) 130.8 130.8
Deferred income taxes and other assets 438.6 392.8
________ ________
Total assets $11,454.6 $10,688.3
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 6.1 $ 30.5
Notes payable 119.5 100.8
Accounts payable 1,053.5 1,040.3
Accrued liabilities (Note 4) 1,501.4 1,303.4
Income taxes payable 108.4 109.0
________ ________
Total current liabilities 2,788.9 2,584.0
Long-term debt 436.3 409.9
Deferred income taxes and other liabilities 736.9 668.7
Commitments and contingencies (Note 10) -- --
Redeemable preferred stock 0.3 0.3
Shareholders' equity:
Common stock at stated value:
Class A convertible- 105.0 and
117.6 million shares outstanding 0.1 0.1
Class B-392.2 and 384.1 million shares
outstanding 2.7 2.7
Capital in excess of stated value 2,287.7 1,960.0
Accumulated other comprehensive income (Note 6) 229.0 177.4
Retained earnings 4,972.7 4,885.2
________ ________
Total shareholders' equity 7,492.2 7,025.4
________ ________
Total liabilities and shareholders' equity $11,454.6 $10,688.3
======== ========
The accompanying Notes to Unaudited Condensed Consolidated Financial
Statements are an integral part of this statement.
NIKE, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Six Months Ended
November 30, November 30,
____________________ __________________
2007 2006 2007 2006
____ ____ ____ ____
(in millions, except per share data)
Revenues $4,339.5 $3,821.7 $8,994.6 $8,015.8
Cost of sales 2,418.4 2,164.6 4,986.5 4,509.5
_________ _________ _________ _________
Gross margin 1,921.1 1,657.1 4,008.1 3,506.3
Selling and administrative expense 1,429.5 1,223.7 2,864.2 2,513.4
Interest income, net 23.1 14.1 47.7 27.2
Other income (expense), net 0.9 (0.2) (5.7) 3.0
_________ _________ _________ _________
Income before income taxes 515.6 447.3 1,185.9 1,023.1
Income taxes (Note 5) 156.2 121.7 256.8 320.3
_________ _________ _________ _________
Net income $ 359.4 $ 325.6 $ 929.1 $ 702.8
========= ========= ========= =========
Basic earnings per common share (Note 8) $ 0.72 $ 0.65 $ 1.86 $ 1.40
========= ========= ========= =========
Diluted earnings per common share (Note 8) $ 0.71 $ 0.64 $ 1.83 $ 1.38
========= ========= ========= =========
Dividends declared per common share $ 0.23 $ 0.185 $ 0.415 $ 0.34
========= ========= ========= =========
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements
are an integral part of this statement.
NIKE, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
November 30,
_____________________
2007 2006
____ ____
(in millions)
Cash provided (used) by operations:
Net income $ 929.1 $ 702.8
Income charges (credits) not affecting cash:
Depreciation 148.7 135.4
Deferred income taxes (108.4) 42.1
Stock-based compensation (Note 7) 90.3 91.7
Amortization and other 8.7 6.9
Changes in certain working capital components and other
assets and liabilities:
(Increase) decrease in accounts receivable (13.9) 38.1
Increase in inventories (27.9) (98.4)
Increase in prepaid expenses
and other assets (80.3) (230.8)
Increase (decrease) in accounts payable, accrued
liabilities and income taxes payable 3.6 (146.2)
_________ ________
Cash provided by operations 949.9 541.6
_________ ________
Cash provided (used) by investing activities:
Purchases of investments (678.8) (913.0)
Maturities of investments 1,085.1 1,468.0
Additions to property, plant and
equipment (201.9) (155.1)
Proceeds from the sale of property, plant and
equipment 0.4 0.4
Increase in other assets and liabilities, net (10.4) (10.4)
_________ ________
Cash provided by investing activities 194.4 389.9
_________ ________
Cash provided (used) by financing activities:
Reductions in long-term debt,
including current portion (27.8) (252.9)
Increase in notes payable 7.3 13.5
Proceeds from exercise of options and
other stock issuances 211.6 180.5
Excess tax benefits from stock option exercises 29.2 31.6
Repurchase of common stock (606.8) (619.4)
Dividends on common stock (185.1) (157.0)
_________ ________
Cash used by financing activities (571.6) (803.7)
_________ ________
Effect of exchange rate changes on cash 41.1 20.9
_________ ________
Net increase in cash and equivalents 613.8 148.7
Cash and equivalents, beginning of period 1,856.7 954.2
_________ ________
Cash and equivalents, end of period $2,470.5 $1,102.9
========= =========
The accompanying Notes to Unaudited Condensed Consolidated Financial
Statements are an integral part of this statement.
NIKE, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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, 2007 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 and six months ended November 30, 2007 are not
necessarily indicative of results to be expected for the entire year.
On February 15, 2007 the Board of Directors declared a two-for-one
stock split of the Company's Class A and Class B common shares, which was
effected in the form of a 100% common stock dividend distributed on April 2,
2007. All references in the accompanying consolidated financial statements to
share and per share amounts have been retroactively restated to reflect the
two-for-one stock split.
Recently Adopted Accounting Standards:
In June 2006, the Financial Accounting Standards Board ("FASB") issued
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN
48"). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in the Company's financial statements in accordance with FASB
Statement No. 109, "Accounting for Income Taxes." The Company adopted the
provisions of FIN 48 on June 1, 2007. See Note 5 for further discussion.
In June 2006, the FASB ratified the consensus reached on Emerging Issues
Task Force ("EITF") Issue No. 06-2, "Accounting for Sabbatical Leave and Other
Similar Benefits Pursuant to FASB Statement No. 43" ("EITF 06-2"). EITF 06-2
clarifies recognition guidance on the accrual of employees' rights to
compensated absences under a sabbatical or other similar benefit arrangement.
The adoption of EITF 06-2 on June 1, 2007 did not have a material impact on
the Company's consolidated financial position, results of operations or cash
flows.
Recently Issued Accounting Standards:
In September 2006, the FASB issued Statement of Financial Accounting
Standard ("SFAS") No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157
defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements. The provisions of FAS 157 for
financial assets and liabilities are effective for the fiscal year beginning
June 1, 2008 and the provisions of FAS 157 for non financial assets and
liabilities are effective for the fiscal year beginning June 1, 2009. The
Company is currently evaluating the impact of the provisions of FAS 157.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities including an Amendment of FASB
Statement No. 115" ("FAS 159"). FAS 159 permits entities to choose to measure
many financial instruments and certain other items at fair value. The
provisions of FAS 159 are effective for the fiscal year beginning June 1,
2008. The Company is currently evaluating the impact of the provisions of FAS
159.
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 internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements. The provisions of FAS 141(R) and FAS 160 are effective
for the fiscal year beginning June 1, 2009. The Company is currently
evaluating the provisions of FAS 141(R) and FAS 160.
NOTE 2 - Inventories:
___________
Inventory balances of $2,223.7 million and $2,121.9 million at November
30, 2007 and May 31, 2007, respectively, were substantially all finished
goods.
NOTE 3 - Identifiable Intangible Assets and Goodwill:
___________________________________________
The following table summarizes the Company's identifiable intangible
assets and goodwill balances as of November 30, 2007 and May 31, 2007:
November 30, 2007 May 31, 2007
______________________ ______________________
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
________ ____________ ________ ________ ____________ ________
(in millions)
Amortized intangible assets:
Patents $ 47.7 $ (14.0) $ 33.7 $ 44.1 $ (12.3) $ 31.8
Trademarks 51.0 (20.0) 31.0 49.8 (17.5) 32.3
Other 21.6 (18.1) 3.5 21.6 (17.3) 4.3
________ ________ ________ ________ ________ _________
Total $ 120.3 $ (52.1) $ 68.2 $ 115.5 $ (47.1) $ 68.4
======== ======== ======== ========
Unamortized intangible assets - Trademarks $ 341.5 $ 341.5
________ ________
Identifiable intangible assets, net $ 409.7 $ 409.9
======== ========
Goodwill $ 130.8 $ 130.8
======== ========
Amortization expense, which is included in selling and administrative
expense, was $2.4 million for both the three-month periods ended November 30,
2007 and 2006, and $5.0 million and $4.9 million for the six-month periods
ended November 30, 2007 and 2006, respectively. The estimated amortization
expense for intangible assets subject to amortization for each of the years
ending May 31, 2008 through May 31, 2012 are as follows: 2008: $10.1 million;
2009: $9.8 million; 2010: $9.2 million; 2011: $8.7 million; 2012: $7.9
million.
NOTE 4 ? Accrued Liabilities:
___________________
Accrued liabilities include the following:
November 30, 2007 May 31, 2007
_______________ ____________
(in millions)
Compensation and benefits, excluding taxes $395.9 $451.6
Fair value of derivatives 225.1 90.5
Taxes other than income taxes 149.6 133.4
Endorser compensation 141.8 139.9
Advertising and marketing 124.3 70.6
Dividends payable 114.4 92.9
Import and logistics costs 65.0 81.4
Other1 285.3 243.1
_______ _______
$1,501.4 $1,303.4
========= =========
1 Other consists of various accrued expenses and no individual item accounted
for more than $50 million of the balance at November 30, 2007 and May 31, 2007.
NOTE 5 - Income Taxes:
____________
The effective tax rate for the six months ended November 30, 2007 was
21.7%. Over the last few years, several international entities generated
losses for which the Company did not recognize offsetting tax benefits because
the realization of those benefits was uncertain. The necessary steps to
realize these benefits have now been taken resulting in a one-time reduction
of the effective tax rate for the six months ended November 30, 2007 of 8.9
percentage points. Also reflected in the effective tax rate for the six
months ended November 30, 2007 is a reduction in our on-going effective tax
rate resulting from our operations outside of the United States; our tax rates
on these operations are generally lower than the U.S. statutory rate.
The Company adopted FIN 48 effective June 1, 2007. Upon adoption, the
Company recognized an additional long-term liability of $89.4 million for
unrecognized tax benefits, $15.6 million of which was recorded as a reduction
to the Company's beginning retained earnings, and the remaining $73.8 million
was recorded as a reduction to the Company's noncurrent deferred tax
liability. In addition, the Company reclassified $12.2 million of unrecognized
tax benefits from income taxes payable to other long term liabilities in
conjunction with the adoption of FIN 48.
At the adoption date of June 1, 2007, the Company had $135.0 million of
total unrecognized tax benefits, including related interest and penalties,
$52.0 million of which would affect the Company's effective tax rate if
recognized in future periods. During the six months ended November 30, 2007,
the total gross unrecognized tax benefits increased $38.1 million, primarily
related to tax positions taken during the current and prior fiscal years,
including the accrual of the related interest and penalties. As of November
30, 2007 the total gross unrecognized tax benefits were $173.1 million. The
Company does not anticipate that total unrecognized tax benefits will change
significantly within the next 12 months.
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 2004. The Company is currently under audit by the Internal
Revenue Service for the 2005 and 2006 tax years. The Company's major foreign
jurisdictions, China and the Netherlands, have concluded substantially all
income tax matters through calendar year 1996 and fiscal year 2001,
respectively. The Company may resolve some or all of the issues related to tax
matters and make payments to settle agreed upon liabilities. We do not
anticipate that total gross unrecognized tax benefits will significantly
change as a result of full or partial settlement of audits or the expiration
of statutes of limitations within the next 12 months.
The Company recognizes interest and penalties related to income tax
matters in income tax expense. Upon adoption at June 1, 2007, the Company had
$32.0 million accrued for interest and penalties related to uncertain tax
positions. The liability for payment of interest and penalties increased
$8.8 million during the six months ended November 30, 2007. As of November
30, 2007, accrued interest and penalties related to uncertain tax positions
was $40.8 million.
NOTE 6 - Comprehensive Income:
____________________
Comprehensive income, net of taxes, is as follows:
Three Months Ended Six Months Ended
November 30, November 30,
_____________________ __________________
2007 2006 2007 2006
____ ____ ____ ____
(in millions)
Net income $359.4 $325.6 $929.1 $702.8
Other comprehensive income:
Change in cumulative translation
adjustment and other 111.9 41.0 137.7 39.0
Changes due to cash flow hedging
instruments:
Net loss on hedge derivatives (100.5) (38.0) (113.7) (19.0)
Reclassification to net income of
previously deferred losses
related to hedge derivative instruments 13.4 2.7 27.6 1.0
________ _______ _______ _______
Other comprehensive income 24.8 5.7 51.6 21.0
_______ _______ _______ _______
Total comprehensive income $384.2 $331.3 $980.7 $723.8
======= ======= ======= =======
NOTE 7 - 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 Six Months Ended
November 30, November 30,
____________________ __________________
2007 2006 2007 2006
____ ____ ____ ____
(in millions)
Stock options1 $22.5 $25.9 $83.2 $85.4
ESPPs 2.2 1.7 3.8 3.5
Restricted stock 1.8 1.6 3.3 2.8
______ ______ ______ ______
Total stock-based compensation expense $26.5 $29.2 $90.3 $91.7
====== ====== ====== ======
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 $0.7 million and $1.6 million for the
three months ended November 30, 2007 and 2006, respectively, and $ 39.2
million and $35.5 million for the six months ended November 30, 2007 and
2006, respectively. Because the Company usually grants the majority of stock
options in a single grant in the first three months of each fiscal year, under
FAS 123R, accelerated vesting will normally result in higher expense in the
first three months of the fiscal year.
As of November 30, 2007, the Company had $133.8 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 six months ended November 30, 2007 and 2006 as computed using the Black-
Scholes pricing model was $13.86 and $8.77, respectively. The weighted
average assumptions used to estimate these fair values are as follows:
Six Months Ended
November 30,
____________________
2007 2006
____ ____
Dividend yield 1.4% 1.6%
Expected volatility 20.4% 18.7%
Weighted-average expected life (in years) 5.0 5.0
Risk-free interest rate 4.8% 5.0%
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 8 - Earnings Per Common Share:
_________________________
The following represents a reconciliation from basic earnings per share
to diluted earnings per share. Options to purchase an additional 6.8 million
and 21.6 million shares of common stock were outstanding for the three months
ended November 30, 2007 and 2006, respectively, and 6.8 million and 18.4
million shares of common stock were outstanding for the six months ended
November 30, 2007 and November 30, 2006, respectively, but were not included
in the computation of diluted earnings per share because the options were
antidilutive.
Three Months Ended Six Months Ended
November 30, November 30,
_____________________ ___________________
2007 2006 2007 2006
____ ____ ____ ____
(in millions, except per share data)
Determination of shares:
Weighted average common shares
outstanding 497.6 502.4 498.5 503.9
Assumed conversion of
dilutive stock options
and awards 8.6 4.9 8.3 4.9
_______ _______ _______ _______
Diluted weighted average common
shares outstanding 506.2 507.3 506.8 508.8
======= ======= ======= =======
Basic earnings per common share1 $ 0.72 $ 0.65 $ 1.86 $ 1.40
======= ======= ======= =======
Diluted earnings per common share $ 0.71 $ 0.64 $ 1.83 $ 1.38
======= ======= ======= =======
1 Basic earnings per share for the six months ended November 30, 2006 do not
recalculate due to rounding.
NOTE 9 - 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 and NIKE Bauer Hockey. Each NIKE brand geographic segment operates
predominantly in one industry: the design, production, marketing and selling
of sports and fitness footwear, apparel, and equipment. The "Other" category
shown below represents activities of Cole Haan, Converse Inc., Exeter Brands
Group LLC, Hurley International LLC, NIKE Bauer Hockey, and NIKE Golf, which
are considered immaterial for individual disclosure based on the aggregation
criteria in SFAS No. 131 "Disclosures about Segments of an Enterprise and
Related Information."
Where applicable, "Corporate" represents items necessary to reconcile to
the consolidated financial statements, which generally include corporate
activity and corporate eliminations.
Net revenues as shown below represent sales to external customers for
each segment. Intercompany revenues have been eliminated and are immaterial
for separate disclosure. The Company evaluates performance of individual
operating segments based on pre-tax income. On a consolidated basis, this
amount represents income before income taxes as shown in the Unaudited
Condensed Consolidated Statements of Income. Reconciling items for pre-tax
income represent corporate costs that are not allocated to the operating
segments for management reporting including corporate activity, stock-based
compensation expense, certain currency exchange rate gains and losses on
transactions, and intercompany eliminations for specific income statement
items in the Unaudited Condensed Consolidated Statements of Income.
Accounts receivable, net, inventories, and property, plant and equipment,
net for operating segments are regularly reviewed and therefore provided
below.
Three Months Ended Six Months Ended
November 30, November 30,
__________________ _________________
2007 2006 2007 2006
_____ _____ _____ _____
Net Revenue
U.S. $1,513.4 $1,418.0 $3,151.8 $3,019.9
Europe, Middle East, Africa 1,224.2 1,036.2 2,701.9 2,307.1
Asia Pacific 674.6 578.2 1,305.4 1,096.6
Americas 313.6 262.5 593.1 505.0
Other 613.7 526.8 1,242.4 1,087.2
_________ _________ _________ _________
$4,339.5 $3,821.7 $8,994.6 $8,015.8
========= ========= ========= =========
Pre-tax Income
U.S. $ 306.6 $ 282.1 $ 653.9 $ 637.8
Europe, Middle East, Africa 230.2 167.7 605.7 478.3
Asia Pacific 174.1 145.8 333.6 250.7
Americas 68.7 61.1 126.6 110.8
Other 70.8 54.1 166.0 141.5
Corporate (334.8) (263.5) (699.9) (596.0)
_________ _________ _________ _________
$ 515.6 $ 447.3 $1,185.9 $1,023.1
========= ========= ========= =========
Nov. 30, May 31,
2007 2007
_________ _________
(in millions)
Accounts receivable, net
U.S. $ 794.6 $ 806.8
Europe, Middle East, Africa 734.3 739.1
Asia Pacific 364.9 296.6
Americas 264.8 184.1
Other 403.2 404.9
Corporate 55.3 63.2
_________ _________
$2,617.1 $2,494.7
========= =========
Inventories
U.S. $ 768.9 $ 796.0
Europe, Middle East, Africa 591.1 554.5
Asia Pacific 268.7 214.1
Americas 143.7 132.0
Other 401.2 378.7
Corporate 50.1 46.6
_________ _________
$2,223.7 $2,121.9
========= =========
Property, plant and equipment, net
U.S. $ 287.2 $ 232.7
Europe, Middle East, Africa 350.5 325.4
Asia Pacific 358.2 326.1
Americas 18.0 16.9
Other 110.5 103.6
Corporate 663.7 673.6
_________ _________
$1,788.1 $1,678.3
========= =========
NOTE 10 - Commitments, Contingencies and Subsequent Events:
_________________________________________________
At November 30, 2007, the Company had letters of credit outstanding
totaling $165.6 million. These letters of credit were issued primarily for
the purchase of inventory.
On October 23, 2007, the Company entered into an Implementation Agreement
with Umbro Plc, a United Kingdom company, pursuant to which the Company has
agreed to acquire all of the outstanding shares of Umbro Plc for 1.9306
British pounds sterling per share in cash (the "Umbro Acquisition"). The Umbro
Acquisition was unanimously recommended by the Board of Umbro Plc to the
shareholders. The Umbro Acquisition is subject to customary closing
conditions. The proposed transaction would value Umbro Plc at approximately
282 million pounds sterling, and must be approved by the shareholders of Umbro
Plc at a Court Meeting and General Meeting of Umbro Plc Shareholders to be
held on January 31, 2008.
On December 21, 2007, we purchased 19.9% of the outstanding shares of
Umbro Plc from Sports Direct International Plc ("Sports Direct") in a
privately negotiated transaction. The Company paid Sports Direct 1.9306
British pounds sterling for each of the 29.1 million shares, for a total
purchase price of 56.4 million pounds sterling (approximately $111.9 million),
inclusive of transaction fees.
Sports Direct continues to hold 10% of the outstanding shares of
Umbro Plc. Sports Direct also executed and delivered to the Company an
irrevocable undertaking to vote its remaining shares of Umbro Plc in favor of
the Umbro Acquisition at the Court Meeting and General Meeting of Umbro Plc
Shareholders on January 31, 2008. This irrevocable undertaking will remain
binding in the event that a competing offer for Umbro Plc is announced.
On November 15, 2007, we announced that we had reached a definitive
agreement to sell our Starter brand business to Iconix Brand Group, Inc. for
$60 million in cash. This transaction was completed on December 17, 2007.
There have been no other significant subsequent developments relating to
the commitments and contingencies reported on our latest Annual Report on Form
10-K.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
In the second quarter of fiscal 2008, our revenues grew 14% to $4.3
billion, net income grew 10% to $359.4 million and we delivered diluted
earnings per share of $0.71, an 11% increase compared to the second quarter of
fiscal 2007.
Income before income taxes grew 15% for the second quarter, driven by
revenue growth and higher gross margins, partially offset by investments in
demand creation to build our brands and operating overhead to accelerate
development of NIKE-owned retail, emerging markets and our Other businesses.
Net income and diluted earnings per share grew more slowly than pretax income
due to a year-over-year increase in our effective tax rate, the result of a
one-time benefit recognized in the prior year.
As part of our long term growth strategy, we continually evaluate our
existing portfolio of businesses as well as new business opportunities to
ensure the Company is investing in those businesses with the largest growth
potential and highest returns. During the second quarter we entered into an
agreement to acquire all of the outstanding shares of Umbro Plc., a leading
United Kingdom-based global soccer brand. In addition, we entered into a
definitive agreement to sell the Starter brand business, which completed in
December 2007, and announced our intent to explore the sale of NIKE Bauer
Hockey.
Results of Operations
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ ________
(in millions, except per share data)
Revenues $4,339.5 $3,821.7 14% $8,994.6 $8,015.8 12%
Cost of sales 2,418.4 2,164.6 12% 4,986.5 4,509.5 11%
Gross margin 1,921.1 1,657.1 16% 4,008.1 3,506.3 14%
Gross margin % 44.3% 43.4% 44.6% 43.7%
Selling and administrative 1,429.5 1,223.7 17% 2,864.2 2,513.4 14%
% of revenue 32.9% 32.0% 31.8% 31.4%
Income before income taxes 515.6 447.3 15% 1,185.9 1,023.1 16%
Net income 359.4 325.6 10% 929.1 702.8 32%
Effective tax rate 30.3% 27.2% 310 bps 21.7% 31.3% (960 bps)
Diluted earnings per share 0.71 0.64 11% 1.83 1.38 33%
Consolidated Operating Results
Revenues
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Revenues $4,339.5 $3,821.7 14% $8,994.6 $8,015.8 12%
Changes in foreign currency exchange rates increased revenues by 4
percentage points for the second quarter and 3 percentage points for the first
six months of fiscal 2008. Strong demand for NIKE brand products continued to
drive revenue growth for the quarter and year-to-date periods, as all four of
our geographic regions and all three of our product business units delivered
revenue growth. Excluding the impact of changes in foreign currency, our
international regions contributed 5 percentage points to the consolidated
revenue growth for both the quarter and year-to-date periods. The U.S. Region
contributed 3 percentage points of revenue growth for the quarter and 2
percentage points year-to-date. Our Other businesses, comprised of results
from Cole Haan, Converse Inc., Exeter Brands Group LLC, Hurley International
LLC, NIKE Bauer Hockey, and NIKE Golf contributed 2 percentage points of the
consolidated constant-currency revenue growth for both the quarter and year-
to-date periods.
By product group, our worldwide footwear business was particularly
strong, posting 16% growth for the second quarter and adding $295 million of
incremental revenue. Apparel and equipment grew 9% and 14%, respectively, and
combined, contributed $136 million of incremental revenue for the quarter.
For the first six months of fiscal 2008, our worldwide footwear business
contributed $541 million of incremental revenue, while our apparel and
equipment businesses contributed $283 million of incremental revenue.
Gross Margin
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Gross margin $1,921.1 $1,657.1 16% $4,008.1 $3,506.3 14%
Gross margin % 44.3% 43.4% 90bps 44.6% 43.7% 90bps
For the second quarter of fiscal 2008, the increase in gross margins
versus the prior year quarter was attributable to improved footwear in-line
pricing margins, margin improvement on closeout product resulting from a more
favorable closeout mix and favorable hedge results, most notably in the
Europe, Middle East and Africa ("EMEA") region. This increase was partially
offset by increased sales discounts and lower apparel in-line pricing margins,
primarily in the U.S. region.
For the year-to-date period, the primary factors contributing to the
increase in the gross margin percentage versus the prior year were as follows:
(1) Higher footwear in-line gross pricing margins, most notably in the
U.S. and Asia Pacific regions; and
(2) Favorable foreign exchange hedge results relative to the same period
in the prior year, most notably in the EMEA region; offset by
(3) Higher sales discounts, most notably in the U.S. and EMEA regions.
Selling and Administrative Expense
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Operating overhead expense $ 872.3 $ 744.2 17% $1,753.9 $1,531.9 14%
Demand creation expense 557.2 479.5 16% 1,110.3 981.5 13%
_________ _________ _________ _________
Selling and administrative
expense $1,429.5 $1,223.7 17% $2,864.2 2,513.4 14%
% of revenues 32.9% 32.0% 90 bps 31.8% 31.4% 40 bps
Changes in foreign currency exchange rates increased selling and
administrative expense by 4 percentage points for the second quarter, and 3
percentage points for the first six months of fiscal 2008. Selling and
administrative expenses are comprised of demand creation (advertising and
promotion) and operating overhead.
Excluding changes in exchange rates, operating overhead increased 14% and
12% for the second quarter and year-to-date period, respectively, versus the
prior year periods. This increase was primarily attributable to increased
investments in growth drivers such as NIKE-owned retail, emerging markets, non-
NIKE brands, and normal wage inflation and performance based compensation.
On a constant currency basis, demand creation expense increased 12% and
9% for the second quarter and year-to-date periods of fiscal 2008 versus the
same periods in the prior year. The growth in demand creation was driven by
increased spending on sports marketing investments, primarily in soccer and
basketball, brand events such as the NIKE Plus Holiday campaign and increased
investment in retail presentation with our wholesale accounts.
For the remainder of the fiscal year we expect selling and administrative
expenses to grow faster than revenue as we accelerate demand creation spending,
driven by the Beijing Olympics and European Football Championships.
Other Income (Expense), net
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Other income (expense), net $0.9 $ (0.2) 550% $ (5.7) $ 3.0 (290)%
Other income (expense), net is comprised substantially of gains and
losses associated with the conversion of non-functional currency receivables
and payables, the re-measurement of derivative instruments, disposals of fixed
assets, as well as other unusual or non-recurring transactions that are
outside the normal course of business. Foreign currency hedge gains and
losses reported in Other income(expense), net are reflected in the Corporate
line in our segment presentation of pre-tax income in the Notes to Unaudited
Condensed Consolidated Financial Statements (Note 9 ? Operating Segments).
For the second quarter and year-to-date periods of fiscal 2008, we
estimate that the combination of currency hedge losses in Other income
(expense), net and the favorable translation of foreign currency-denominated
profits from international businesses resulted in a year-over-year increase in
consolidated income before income taxes of approximately $25 million and $58
million, respectively.
Income Taxes
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
Effective tax rate 30.3% 27.2% 310 bps 21.7% 31.3% (960bps)
Our effective tax rate for the second quarter of fiscal year 2008 of
30.3% has increased 3.1 percentage points versus the comparable period in the
prior year, primarily as the result of a European tax agreement we entered
into during the three months ended November 30, 2006 and the retroactive
reinstatement of the U.S. research and development tax credit signed into law
in December 2006 as part of the Tax Relief and Healthcare Act of 2006. We
recorded a retroactive benefit for both the European tax agreement and the
U.S. research development tax credit in the second quarter of fiscal year
2007.
The effective tax rate for the six months of fiscal 2008 was 21.7%, 9.6
percentage points lower than the rate for the comparable period in the prior
year. Over the last few years, several of our international entities
generated losses for which we did not recognize the corresponding tax
benefits, as the realization of those benefits was uncertain. In the first
quarter of fiscal 2008, we took steps necessary to realize these benefits,
resulting in a one-time tax benefit. Also reflected in the year-over-year
effective tax rate improvement was a reduction in our on-going effective tax
rate resulting from our operations outside of the United States; our effective
tax rates for these operations are generally lower than the US statutory rate.
We estimate that our ongoing effective tax rate for the remainder of fiscal
2008 will be in line with the second quarter rate.
Futures Orders
Worldwide futures and advance orders for our footwear and apparel,
scheduled for delivery from December 2007 through April 2008, were 13% higher
than such orders reported for the comparable period of fiscal 2007. This
futures growth rate is calculated based upon our forecasts of the
exchange rates under which our revenues will be translated during this period,
which approximate current spot rates. Changes in foreign
currency exchange rates contributed 3 percentage points to futures growth
versus the same period in the prior year. Excluding this currency impact, the
growth in overall futures and advance orders was driven primarily by sales
volume increases for both footwear and apparel. The reported futures and
advance orders growth is not necessarily indicative of our expectation of
revenue growth during this period. This is because the mix of orders can shift
between advance/futures and at-once orders. In addition, exchange rate
fluctuations as well as differing levels of order cancellations and discounts
can cause differences in the comparisons between futures and advance orders,
and actual revenues. Moreover, a significant portion of our revenue is not
derived from futures and advance orders, including at-once and closeout sales
of NIKE footwear and apparel, wholesale sales of equipment, Cole Haan,
Converse, Exeter Brands Group, Hurley, NIKE Bauer Hockey, NIKE Golf and retail
sales across all brands.
Operating Segments
The breakdown of revenues follows:
Three Months Ended Six Months Ended
November 30, November 30,
___________________ ____________________
% %
2007 2006 change 2007 2006 change
______ ______ _______ ______ ______ ______
(in millions)
U.S. REGION
Footwear $ 983.3 $ 879.4 12% $2,103.2 $1,958.5 7%
Apparel 461.4 475.4 (3%) 889.4 906.9 (2%)
Equipment 68.7 63.2 9% 159.2 154.5 3%
________ ________ ________ _______
TOTAL U.S. 1,513.4 1,418.0 7% 3,151.8 3,019.9 4%
EMEA REGION
Footwear 646.7 541.4 19% 1,438.6 1,220.9 18%
Apparel 485.9 421.0 15% 1,052.9 908.0 16%
Equipment 91.6 73.8 24% 210.4 178.2 18%
________ ________ ________ ________
TOTAL EMEA 1,224.2 1,036.2 18% 2,701.9 2,307.1 17%
ASIA PACIFIC REGION
Footwear 334.1 277.4 20% 666.2 543.4 23%
Apparel 289.2 250.6 15% 529.7 451.5 17%
Equipment 51.3 50.2 2% 109.5 101.7 8%
________ ________ ________ ________
TOTAL ASIA PACIFIC 674.6 578.2 17% 1,305.4 1,096.6 19%
AMERICAS REGION
Footwear 214.3 185.1 16% 412.7 357.4 15%
Apparel 73.2 55.7 31% 131.5 106.9 23%
Equipment 26.1 21.7 20% 48.9 40.7 20%
________ ________ ________ ________
TOTAL AMERICAS 313.6 262.5 19% 593.1 505.0 17%
________ ________ ________ ________
3,725.8 3,294.9 13% 7,752.2 6,928.6 12%
OTHER 613.7 526.8 16% 1,242.4 1,087.2 14%
________ ________ ________ ________
TOTAL REVENUES $4,339.5 $3,821.7 14% $8,994.6 $8,015.8 12%
======== ======== ======== ========
The breakdown of income before income taxes ("pre-tax income") follows:
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
U.S. Region $ 306.6 $ 282.1 9% $ 653.9 $ 637.8 3%
EMEA Region 230.2 167.7 37% 605.7 478.3 27%
Asia Pacific Region 174.1 145.8 19% 333.6 250.7 33%
Americas Region 68.7 61.1 12% 126.6 110.8 14%
Other 70.8 54.1 31% 166.0 141.5 17%
Corporate (334.8) (263.5) (27%) (699.9) (596.0) (17%)
________ ________ ________ ________
Total pre-tax income $ 515.6 $ 447.3 15% $1,185.9 $1,023.1 16%
The following discussion includes disclosure of pre-tax income for
our operating segments. We have reported pre-tax income for each of our
operating segments in accordance with SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." As discussed in Note 9 -
Operating Segments in the accompanying Notes to Unaudited Condensed
Consolidated Financial Statements, certain corporate costs are not included
in pre-tax income of our operating segments.
U.S. Region
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Revenues
Footwear $ 983.3 $ 879.4 12% $2,103.2 $1,958.5 7%
Apparel 461.4 475.4 (3%) 889.4 906.9 (2%)
Equipment 68.7 63.2 9% 159.2 154.5 3%
________ ________ _________ _________
Total revenues $1,513.4 $1,418.0 7% $3,151.8 $3,019.9 4%
Pre-tax income $ 306.6 $ 282.1 9% $ 653.9 $ 637.8 3%
For the second quarter and first six months of fiscal 2008, the
increase in U.S. footwear revenue was attributable to double digit
percentage growth in unit sales, partially offset by a low-single digit
decrease in the average selling price per pair. The growth in unit sales
for the second quarter and first six months of fiscal 2008 versus the
comparable periods in the prior year were driven by higher demand for our
NIKE brand sports culture, Brand Jordan and kids products. The decrease in
average selling price per pair for the second quarter and first six months
of 2008 compared to the same periods in the prior year was primarily driven
by increased discounts.
The decline in U.S. apparel revenues for the second quarter of fiscal
2008 as compared to the same period in the prior year was attributable to
lower average selling prices, primarily driven by Brand Jordan and team and
licensed products. For the first six months of the fiscal year, the decline
in U.S. apparel revenues as compared to the same period in the prior year
was primarily attributable to lower unit sales of sports culture and Brand
Jordan products, partially offset by increased unit sales of sports
performance products. Average selling price per unit decreased slightly,
most notably for sports culture products.
The increase in pre-tax income for the second quarter of fiscal 2008
exceeded revenue growth over the same period primarily as a result of improved
footwear gross pricing margins, partially offset by lower apparel and
equipment gross pricing margins and higher sales discounts. Pre-tax income for
the first six months of fiscal 2008 grew at a slower rate than revenue for the
comparable period due to slightly lower gross margins, driven primarily by
higher discounts. Selling and administrative expenses increased at a slightly
slower rate than revenue, driven by an increase in demand creation
investments, most notably basketball sports marketing, as well as increased
operating overhead driven by investments in NIKE-owned retail, and normal wage
inflation and performance based compensation.
EMEA Region
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Revenues
Footwear $ 646.7 $ 541.4 19% $1,438.6 $1,220.9 18%
Apparel 485.9 421.0 15% 1,052.9 908.0 16%
Equipment 91.6 73.8 24% 210.4 178.2 18%
________ ________ _______ _________
Total revenues $1,224.2 $1,036.2 18% $2,701.9 $2,307.1 17%
Pre-tax income $ 230.2 $ 167.7 37% $ 605.7 $ 478.3 27%
In the EMEA region, changes in currency exchange rates contributed 10 and
9 percentage points of revenue growth for the second quarter and first six
months of fiscal 2008, respectively. Excluding changes in currency exchange
rates, revenues increased in nearly every market in the region for the quarter
and year-to-date period. The emerging markets in the region grew approximately
30% for the quarter and over 20% for the year-to-date period driven by strong
results in Russia, South Africa, Turkey and Greece, while the UK grew over 10%
for both the quarter and year-to-date period.
Excluding changes in exchange rates, footwear revenues increased 9%
during the second quarter and year-to-date period of fiscal 2008 as a result
of double-digit percentage growth in unit sales, partially offset by a
decrease in the average selling price per pair. The increase in unit sales
for both the second quarter and year-to-date periods was primarily driven by
higher demand for our NIKE brand sport culture and men's sports performance
products, notably soccer products. The decrease in the average selling price
per pair resulted from a shift in product mix from higher priced to lower
priced models, most notably within running and sports culture, for both the
second quarter and year-to date periods.
Excluding changes in currency rates, EMEA apparel revenue increased 6%
during the second quarter, primarily as a result of increased unit sales of
NIKE brand apparel combined with an increase in average selling prices. For
the first six months of fiscal 2008, EMEA apparel revenue increased 8% on a
constant-currency basis, driven by increased unit sales of NIKE brand
apparel.
The increase in pre-tax income in the second quarter and first six
months of fiscal 2008 was driven primarily by higher revenues, improved
gross margins (due principally to favorable foreign currency hedge results
and better inventory management), selling and administrative expense
leverage and stronger European currencies.
Asia Pacific Region
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Revenues
Footwear $ 334.1 $ 277.4 20% $ 666.2 $ 543.4 23%
Apparel 289.2 250.6 15% 529.7 451.5 17%
Equipment 51.3 50.2 2% 109.5 101.7 8%
________ ________ ________ _________
Total revenues $ 674.6 $ 578.2 17% $ 1,305.4 $1,096.6 19%
Pre-tax income $ 174.1 $ 145.8 19% $ 333.6 $ 250.7 33%
In the Asia Pacific region, changes in currency exchange rates
contributed 5 and 3 percentage points of revenue growth for the second quarter
and first six months of fiscal 2008, respectively. While the majority of
countries within the region reported sales increases for both the quarter and
year-to-date periods, China was the primary driver of revenue growth, as
revenues grew more than 35% for both the quarter and year-to-date periods on a
currency neutral basis. The revenue growth in China was primarily due to
expansion in both the number of stores selling NIKE products and sales through
existing retail doors. Constant currency revenue growth in Japan was 2% for
the quarter as we saw continued signs of improvement. Constant currency
revenue in Japan has declined approximately 2% year-to-date.
Footwear revenue growth for both the quarter and first six months of
fiscal 2008 reflected increased unit sales, most notably in China,
and slightly higher average selling prices, driven primarily by a shift in
mix from lower priced to higher priced models. The increase in apparel
revenue for both the quarter and year-to-date period was primarily driven
by increased unit demand in China.
The increase in pre-tax income in the second quarter and first six
months of fiscal 2008 was driven primarily by higher revenues, improved
gross margins and favorable foreign currency translation. The gross margin
improvement for the quarter and first six months of the fiscal year was
primarily driven by margin improvement on closeout product resulting from
better inventory management and reduced warehousing costs. Selling and
administrative expenses grew in line with revenue for the first six months
of fiscal 2008 and at a faster rate than revenue in the second quarter. The
increase in selling and administrative expenses during the second quarter
was primarily attributable to demand creation investments in China.
Operating overhead also increased as a result of investments in NIKE-
owned retail across the region and infrastructure to support growth in
China.
Americas Region
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Revenues
Footwear $ 214.3 $ 185.1 16% $ 412.7 $ 357.4 15%
Apparel 73.2 55.7 31% 131.5 106.9 23%
Equipment 26.1 21.7 20% 48.9 40.7 20%
________ ________ _________ _________
Total revenues $ 313.6 $ 262.5 19% $ 593.1 $ 505.0 17%
Pre-tax income $ 68.7 $ 61.1 12% $ 126.6 $ 110.8 14%
In the Americas region, changes in currency exchange rates contributed
5 percentage points of revenue growth for both the second quarter and first
six months of fiscal 2008. Excluding changes in foreign currency exchange
rates, double-digit percentage revenue growth in most markets within the
region, led by Argentina and Mexico, more than offset slight sales declines
in Canada for both the second quarter and year to date period.
The increase in pre-tax income for both the second quarter and first
six months of fiscal 2008 was attributable to higher revenues and improved
gross margins, combined with favorable foreign currency translation. These
factors were partially offset by higher selling and administrative expenses
for both the quarter and year-to-date period. The increase in selling and
administrative expenses was primarily the result of higher demand creation
spending around the Run Americas III campaign during the second quarter.
Operating overhead expense also increased for the quarter and first six
months of fiscal 2008, driven by normal wage inflation, performance based
compensation and benefit costs.
Other Businesses
Three Months Ended Six Months Ended
November 30, November 30,
___________________ __________________
% %
2007 2006 change 2007 2006 change
______ ______ ________ ______ ______ _______
(dollars in millions)
Revenues $ 613.7 $ 526.8 16% $1,242.4 $1,087.2 14%
Pre-tax income 70.8 54.1 31% 166.0 141.5 17%
The increase in Other business revenues for the second quarter and
first six months of fiscal 2008 was driven by higher revenues across nearly
all businesses, most notably Converse and NIKE Bauer Hockey.
During the second quarter and year-to-date period, growth at Converse,
NIKE Bauer Hockey and NIKE Golf, combined with margin improvement across
most businesses drove the year-over-year increase in pre-tax income. Pre-
tax income for the first six months of fiscal 2007 included a $14.2M
benefit relating to the settlement of an arbitration ruling involving
Converse and a former South American licensee. Excluding this favorable
settlement, fiscal 2008 year-to-date pre-tax income for our Other businesses
would have increased approximately 30% versus the comparable prior year
period.
As part of our long term growth strategy, we are continually evaluating
our portfolio of businesses to ensure that we are investing in opportunities
with the largest growth potential and highest returns. On October 23, 2007,
we entered into an Implementation Agreement with Umbro Plc, a leading United
Kingdom-based global soccer brand, under which we agreed to acquire all of
the outstanding shares of Umbro Plc. This all-cash offer is valued at
approximately 282 million pounds sterling. This acquisition is intended to
significantly expand NIKE's global leadership in soccer, a key area of
growth for the Company.
Following a strategic review of the Company's existing business
portfolio, we concluded that the Starter and NIKE Bauer Hockey businesses
did not align with our long-term growth priorities. On November 15, 2007,
we announced that we had reached a definitive agreement to sell the Starter
brand business to Iconix Brand Group, Inc. for $60 million in cash. This
transaction was completed on December 17, 2007. We have also announced our
intent to explore the sale of NIKE Bauer Hockey. That process is still
under way.
Liquidity and Capital Resources
Cash Flow Activity
Cash provided by operations was $949.9 million for the first six months
of fiscal 2008, compared to $541.6 million for the first six months of
fiscal 2007. Our primary source of operating cash flow for the first six
months of 2008 was net income of $929.1 million. Our investment in working
capital increased during the first six months of fiscal 2008 primarily due to
an increase in prepaid expenses due to timing of payments and an increase in
inventory receipts to support growth in the business.
Cash provided by investing activities was $194.4 million for the first
six months of fiscal 2008, compared to $389.9 million provided in the first
six months of fiscal 2007. The decrease versus fiscal 2007 was primarily due
to lower net maturities of short-term investments (maturities net of
purchases) as we liquidated more short-term investments for share repurchases
in fiscal 2007.
Cash used in financing activities was $571.6 million for the first six
months of fiscal 2008, compared to $803.7 million used in the first six
months of fiscal 2007. Cash used in fiscal 2007 was higher primarily due to
the $250 million repayment of corporate bonds in fiscal 2007.
In the second quarter of fiscal 2008, we purchased 4.8 million shares of
NIKE's Class B common stock for $292.8 million, bringing total purchases for
the first six months of fiscal 2008 to 10.6 million shares at a cost of $614.2
million. As of the end of the second quarter of fiscal 2008, we have now
repurchased 28.6 million shares for $1,426.9 million under the $3 billion
program approved by our Board of Directors in June 2006. We expect to fund
share repurchases from operating cash flow, excess cash, and/or debt. The
timing and the amount of shares purchased will be dictated by our capital
needs and stock market conditions.
On October 23, 2007, we entered into an Implementation Agreement with
Umbro Plc, a United Kingdom company, under which we agreed (the "Umbro
Acquisition") to acquire all of the outstanding shares of Umbro Plc for 1.9306
British pounds sterling per share in cash. The Umbro Acquisition was
unanimously recommended by the Board of Umbro Plc to the shareholders. The
Umbro Acquisition is subject to customary closing conditions. The proposed
transaction would value Umbro Plc at approximately 282 million pounds
sterling. For additional information, see the Current Report on Form 8-K
filed on October 25, 2007 which includes the Implementation Agreement as an
exhibit.
On December 21, 2007, we purchased 19.9% of the outstanding shares of
Umbro Plc from Sports Direct International Plc ("Sports Direct") in a
privately negotiated transaction. We paid Sports Direct 1.9306 British pounds
sterling for each of the 29.1 million shares, for a total purchase price of
56.4 million pounds sterling (approximately $111.9 million), inclusive of
transaction fees.
On November 15, 2007, we announced that we had reached a definitive
agreement to sell our Starter brand to Iconix Brand Group, Inc. for $60
million in cash. This transaction was completed on December 17, 2007.
Contractual Obligations
Upon adoption of Financial Accounting Standards Board ("FASB")
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes" ("FIN 48")
on June 1, 2007, the total long term liability for uncertain tax positions was
$135.0 million. During the six months ended November 30, 2007, the total
gross unrecognized tax benefits increased $38.1 million, primarily related to
tax positions taken during the current and prior fiscal years, including the
accrual of the related interest and penalties. As of November 30, 2007 the
total gross unrecognized tax benefits were $173.1 million. We are not able to
reasonably estimate when, or if cash payments of the long-term liability for
uncertain tax positions will occur.
There have been no other significant changes to the contractual
obligations reported in our Annual Report on Form 10-K as of May 31, 2007.
Capital Resources
Our long-term senior unsecured debt ratings remain at A+ and A2 from
Standard and Poor's Corporation and Moody's Investor Services, respectively.
Liquidity is also provided by our commercial paper program, under which
there was no amount outstanding at November 30, 2007 or May 31, 2007. We
currently have short-term debt ratings of A1 and P1 from Standard and Poor?s
Corporation and Moody?s Investor Services, respectively.
We currently believe that cash generated by operations, together with
access to external sources of funds as described above and in our Annual
Report on Form 10-K for the fiscal year ended May 31, 2007, will be
sufficient to meet our operating and capital needs in the foreseeable
future.
Recently Adopted Accounting Standards
In June 2006, the FASB issued FIN 48, which clarifies the accounting
for uncertainty in income taxes recognized in our financial statements in
accordance with FASB Statement No. 109, "Accounting for Income Taxes." We
adopted the provisions of FIN 48 on June 1, 2007. See Note 5 in the
accompanying Notes to Unaudited Condensed Consolidated Financial Statements
for further discussion.
In June 2006, the FASB ratified the consensus reached in Emerging Issues
Task Force ("EITF") Issue No. 06-2, "Accounting for Sabbatical Leave and Other
Similar Benefits Pursuant to FASB Statement No. 43" ("EITF 06-2"). EITF 06-2
clarifies recognition guidance on the accrual of employees' rights to
compensated absences under a sabbatical or other similar benefit arrangement.
The adoption of EITF 06-2 on June 1, 2007 did not have a material impact on
our consolidated financial position, results of operations or cash flows.
Recently Issued Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements" ("FAS 157"). FAS 157 defines fair value, establishes a
framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value
measurements. The provisions of FAS 157 for financial assets and
liabilities are effective for our fiscal year beginning June 1,2008 and the
provisions of FAS 157 for non financial assets and liabilities are effective
for the fiscal year beginning June 1, 2009. We are currently evaluating the
impact of the provisions of FAS 157.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities including an Amendment of
FASB Statement No. 115" ("FAS 159"). FAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value.
The provisions of FAS 159 are effective for the fiscal year beginning June
1, 2008. We are currently evaluating the impact of the provisions of FAS
159.
In December 2007, the Financial Accounting Standards Board ("FASB")
issued FASB Statements No. 141 (revised 2007), "Business Combinations" ("FAS
141(R)") and No. 160, "Noncontrolling Interests in Consolidated Financial
Statements" ("FAS 160"). These standards aim to improve, simplify, and
converge internationally the accounting for business combinations and the
reporting of noncontrolling interests in consolidated financial statements.
The provisions of FAS 141(R) and FAS 160 are effective for the fiscal year
beginning June 1, 2009. We are currently evaluating the provisions of
FAS 141(R) and FAS 160.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States of America. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.
We believe that the estimates, assumptions and judgments involved in
the accounting policies described in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of our
most recent Annual Report on Form 10-K have the greatest potential impact on
our financial statements, so we consider these to be our critical accounting
policies. With the adoption of FIN 48 at the beginning of the first quarter
of fiscal 2008, we have added additional information to our "Taxes" Critical
Accounting Policy as described below. Actual results could differ from the
estimates we use in applying our critical accounting policies. We are not
currently aware of any reasonably likely events or circumstances that would
result in materially different amounts being reported.
Taxes
We account for uncertain tax positions in accordance with FIN 48. On a
quarterly basis, we reevaluate the probability that a tax position will be
effectively sustained and the appropriateness of the amount recognized
for uncertain tax positions based on factors including changes in facts or
circumstances, changes in tax law, settled audit issues and new audit
activity. Changes in our assessment may result in the recognition of a tax
benefit or an additional charge to the tax provision in the period our
assessment changes. We recognize interest and penalties related to income tax
matters in income tax expense.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes from the information previously
reported under Item 7A of the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 2007.
Item 4. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules
and forms and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow for timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.
The Company carries out a variety of on-going procedures, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and the Company's Chief Financial
Officer, to evaluate the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, the
Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures were effective at the
reasonable assurance level as of November 30, 2007.
There has been no change in the Company's internal controls over
financial reporting during the Company's most recently completed fiscal
quarter that has materially affected, or is reasonable likely to materially
affect, the Company's internal controls over financial reporting.
Special Note Regarding Forward-Looking Statements
and Analyst Reports
Certain written and oral statements, other than purely historical
information including estimates, projections, statements relating to NIKE's
business plans, objectives and expected operating results, and the assumptions
upon which those statements are based, made or incorporated by reference from
time to time by NIKE or its representatives in this report, other reports,
filings with the Securities and Exchange Commission, press releases,
conferences, or otherwise, are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements include, without
limitation, any statement that may predict, forecast, indicate, or imply
future results, performance, or achievements, and may contain the words
"believe," "anticipate," "expect," "estimate," "project," "will be," "will
continue," "will likely result," or words or phrases of similar meaning.
Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from the forward-looking statements. The
risks and uncertainties are detailed from time to time in reports filed by
NIKE with the S.E.C., including Forms 8-K, 10-Q, and 10-K, and include, among
others, the following: international, national and local general economic and
market conditions; the size and growth of the overall athletic footwear,
apparel, and equipment markets; intense competition among designers,
marketers, distributors and sellers of athletic footwear, apparel, and
equipment for consumers and endorsers; demographic changes; changes in
consumer preferences; popularity of particular designs, categories of
products, and sports; seasonal and geographic demand for NIKE products;
difficulties in anticipating or forecasting changes in consumer preferences,
consumer demand for NIKE products, and the various market factors described
above; difficulties in implementing, operating, and maintaining NIKE's
increasingly complex information systems and controls, including, without
limitation, the systems related to demand and supply planning, and inventory
control; fluctuations and difficulty in forecasting operating results,
including, without limitation, the fact that advance "futures" orders may not
be indicative of future revenues due to the changing mix of futures and at-
once orders; the ability of NIKE to sustain, manage or forecast its growth and
inventories; the size, timing and mix of purchases of NIKE's products; new
product development and introduction; the ability to secure and protect
trademarks, patents, and other intellectual property performance and
reliability of products; customer service; adverse publicity; the loss of
significant customers or suppliers; dependence on distributors; business
disruptions; increased costs of freight and transportation to meet delivery
deadlines; changes in business strategy or development plans; general risks
associated with doing business outside the United States, including, without
limitation, exchange rate fluctuations, import duties, tariffs, quotas and
political and economic instability; changes in government regulations;
liability and other claims asserted against NIKE; the ability to attract and
retain qualified personnel; and other factors referenced or incorporated by
reference in this report and other reports.
The risks included here are not exhaustive. Other sections of this report
may include additional factors which could adversely affect NIKE's business
and financial performance. Moreover, NIKE operates in a very competitive and
rapidly changing environment. New risk factors emerge from time to time and it
is not possible for management to predict all such risk factors, nor can it
assess the impact of all such risk factors on NIKE's business or the extent to
which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results.
Investors should also be aware that while NIKE does, from time to time,
communicate with securities analysts, it is against NIKE's policy to disclose
to them any material non-public information or other confidential commercial
information. Accordingly, shareholders should not assume that NIKE agrees with
any statement or report issued by any analyst irrespective of the content of
the statement or report. Furthermore, NIKE has a policy against issuing or
confirming financial forecasts or projections issued by others. Thus, to the
extent that reports issued by securities analysts contain any projections,
forecasts or opinions, such reports are not the responsibility of NIKE.
Part II - Other Information
Item 1. Legal Proceedings
There have been no significant developments with respect to the
information previously reported under Item 3 of the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 2007.
Item 1A. Risk Factors
There have been no material changes in our risk factors from those
disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal
year ended May 31, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents a summary of share repurchases made by NIKE
during the quarter ended November 30, 2007.
Total Number of Maximum Dollar Value
Shares Purchased as of Shares that May
Total Number Average Part of Publicly Yet Be Purchased
Of Shares Price Paid Announced Plans Under the Plans
Period Purchased Per Share or Programs or Programs
______ ____________ __________ ___________________ ____________________
(in thousands) (in thousands) (in millions)
September 1 - 30, 2007 1,520.0 $ 57.05 1,520.0 $ 1,779.1
October 1 - 31, 2007 1,397.3 61.68 1,397.3 1,692.9
November 1 - 30, 2007 1,890.0 63.42 1,890.0 1,573.1
_________ _______ _________
Total 4,807.3 $ 60.90 4,807.3
========= =========
Item 4. Submission of Matters to a Vote of Security Holders
Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held on Monday,
September 17, 2007, in Beaverton, Oregon. The following matters were
submitted to a vote of the shareholders, the results of which are as follows:
Proposal 1 - Election of Directors:
Votes Cast
For Withheld
___ __________
Directors Elected by holders of Class A Common Stock:
John G. Connors 114,866,721 16,003
Timothy D. Cook 114,866,722 16,002
Ralph D. DeNunzio 114,866,720 16,004
Douglas G. Houser 114,866,722 16,002
Philip H. Knight 114,866,722 16,002
Mark G. Parker 114,866,721 16,003
Johnathan A. Rodgers 114,866,722 16,002
Orin C. Smith 114,866,721 16,003
John R. Thompson, Jr. 114,866,722 16,002
Directors Elected by holders of Class B Common Stock:
Jill K. Conway 324,376,404 7,808,006
Alan B. Graf, Jr. 328,533,963 3,650,447
Jeanne P. Jackson 327,789,078 4,395,332
Proposal 2 - Approve the extension of and amendments to the NIKE, Inc.
Long-Term Incentive Plan:
Class A and Class B Common Stock Voting Together:
For Against Abstain
___ _______ _______
431,602,092 12,927,279 2,537,761
Proposal 3 - Ratify the appointment of PricewaterhouseCoopers LLP as
Independent registered public accounting firm:
Class A and Class B Common Stock Voting Together:
For Against Abstain
___ _______ _______
439,993,018 4,770,944 2,303,167
Item 6. Exhibits
(a) EXHIBITS:
2.1 Implementation Agreement dated October 23, 2007, between
Umbro Plc, NIKE Vapor Ltd. and NIKE, Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K filed October 25, 2007).
3.1 Restated Articles of Incorporation, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended August 31, 2005).
3.2 Third Restated Bylaws, as amended (incorporated by reference
from Exhibit 3.2 to the Company's Current Report on Form 8-K
filed February 16, 2007).
4.1 Restated Articles of Incorporation, as amended (see Exhibit
3.1).
4.2 Third Restated Bylaws, as amended (see Exhibit 3.2).
31.1 Rule 13(a)-14(a) Certification of Chief Executive Officer.
31.2 Rule 13(a)-14(a) Certification of Chief Financial Officer.
32.1 Section 1350 Certificate of Chief Executive Officer.
32.2 Section 1350 Certificate of Chief Financial Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
NIKE, Inc.
an Oregon Corporation
/s/ Donald W. Blair
________________________
Donald W. Blair
Chief Financial Officer
DATED: January 9, 2008