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Document and Entity Information (USD $)
12 Months Ended
May 31, 2012
Jul. 19, 2012
Nov. 30, 2011
Document Type 10-K
Amendment Flag false
Document Period End Date May 31, 2012
Document Fiscal Year Focus 2012
Document Fiscal Period Focus FY
Trading Symbol NKE
Entity Registrant Name NIKE INC
Entity Central Index Key 0000320187
Current Fiscal Year End Date --05-31
Entity Well-known Seasoned Issuer Yes
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Filer Category Large Accelerated Filer
Entity Public Float $ 38,014,497,901
Entity Common Stock, Shares Outstanding 455,870,220
Class A Convertible Common Stock
Entity Public Float 2,187,325,079
Entity Common Stock, Shares Outstanding 89,892,248
Class B Common Stock
Entity Public Float $ 35,827,172,822
Entity Common Stock, Shares Outstanding 365,977,972
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Consolidated Statements Of Income (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Revenues $ 24,128 $ 20,862 $ 19,014
Cost of sales 13,657 11,354 10,214
Gross profit 10,471 9,508 8,800
Demand creation expense 2,711 2,448 2,356
Operating overhead expense 4,720 4,245 3,970
Total selling and administrative expense 7,431 6,693 6,326
Interest expense, net (Notes 6, 7 and 8) 3 4 6
Other expense (income), net (Note 16) 54 (33) (49)
Income before income taxes 2,983 2,844 2,517
Income tax expense (Note 9) 760 711 610
Net income $ 2,223 $ 2,133 $ 1,907
Basic earnings per common share (Notes 1 and 12)(in dollars per share) $ 4.83 $ 4.48 $ 3.93
Diluted earnings per common share (Notes 1 and 12)(in dollars per share) $ 4.73 $ 4.39 $ 3.86
Dividends declared per common share (in dollars per share) $ 1.39 $ 1.2 $ 1.06
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Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Current assets:
Cash and equivalents $ 2,317 $ 1,955
Short-term investments (Note 6) 1,440 2,583
Accounts receivable, net (Note 1) 3,280 3,138
Inventories (Notes 1 and 2) 3,350 2,715
Deferred income taxes (Note 9) 274 312
Prepaid expenses and other current assets (Notes 6 and 16) 870 594
Total current assets 11,531 11,297
Property, plant and equipment, net (Note 3) 2,279 2,115
Identifiable intangible assets, net (Note 4) 535 487
Goodwill (Note 4) 201 205
Deferred income taxes and other assets (Notes 6, 9 and 16) 919 894
TOTAL ASSETS 15,465 14,998
Current liabilities:
Current portion of long-term debt (Note 8) 49 200
Notes payable (Note 7) 108 187
Accounts payable (Note 7) 1,588 1,469
Accrued liabilities (Notes 5, 6 and 16) 2,053 1,985
Income taxes payable (Note 9) 67 117
Total current liabilities 3,865 3,958
Long-term debt (Note 8) 228 276
Deferred income taxes and other liabilities (Notes 6, 9 and 16) 991 921
Commitments and contingencies (Note 15)      
Redeemable Preferred Stock (Note 10) 0 0
Shareholders' equity:
Capital in excess of stated value 4,641 3,944
Accumulated other comprehensive income (Note 14) 149 95
Retained earnings 5,588 5,801
Total shareholders' equity 10,381 9,843
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 15,465 14,998
Class A Convertible Common Stock
Shareholders' equity:
Common Stock 0 0
Class B Common Stock
Shareholders' equity:
Common Stock $ 3 $ 3
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Consolidated Balance Sheets (Parenthetical)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Class A Convertible Common Stock
Common Stock, shares outstanding 90 90
Class B Common Stock
Common Stock, shares outstanding 368 378
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Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Cash provided by operations:
Net income $ 2,223 $ 2,133 $ 1,907
Income charges (credits) not affecting cash:
Depreciation 373 335 324
Deferred income taxes (60) (76) 8
Stock-based compensation (Note 11) 130 105 159
Amortization and other 32 23 72
Changes in certain working capital components and other assets and liabilities:
(Increase) decrease in accounts receivable (323) (273) 182
(Increase) decrease in inventories (805) (551) 285
(Increase) decrease in prepaid expenses and other current assets (141) (35) (70)
Increase (decrease) in accounts payable, accrued liabilities and income taxes payable 470 151 297
Cash provided by operations 1,899 1,812 3,164
Cash provided (used) by investing activities:
Purchases of short-term investments (2,705) (7,616) (3,724)
Maturities of short-term investments 2,585 4,313 2,334
Sales of short-term investments 1,244 2,766 453
Additions to property, plant and equipment (597) (432) (335)
Disposals of property, plant and equipment 2 1 10
Increase in other assets, net of other liabilities (37) (30) (11)
Settlement of net investment hedges 22 (23) 5
Cash provided (used) by investing activities 514 (1,021) (1,268)
Cash used by financing activities:
Reductions in long-term debt, including current portion (203) (8) (32)
(Decrease) increase in notes payable (65) 41 (205)
Proceeds from exercise of stock options and other stock issuances 468 345 364
Excess tax benefits from share-based payment arrangements 115 64 58
Repurchase of common stock (1,814) (1,859) (741)
Dividends - common and preferred (619) (555) (505)
Cash used by financing activities (2,118) (1,972) (1,061)
Effect of exchange rate changes 67 57 (47)
Net increase (decrease) in cash and equivalents 362 (1,124) 788
Cash and equivalents, beginning of year 1,955 3,079 2,291
CASH AND EQUIVALENTS, END OF YEAR 2,317 1,955 3,079
Cash paid during the year for:
Interest, net of capitalized interest 29 32 48
Income taxes 638 736 537
Dividends declared and not paid $ 165 $ 145 $ 131
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Consolidated Statements of Shareholders' Equity (USD $)
In Millions, unless otherwise specified
Total
Common Stock Class A
Common Stock Class B
Capital in Excess of Stated Value
Accumulated Other Comprehensive Income
Retained Earnings
Beginning Balance at May. 31, 2009 $ 8,693 $ 0 $ 3 $ 2,871 $ 368 $ 5,451
Beginning Balance (in shares) at May. 31, 2009 95 390
Stock options exercised (in shares) 9
Stock options exercised 380 380
Conversion to Class B Common Stock (in shares) (5) 5
Conversion to Class B Common Stock 0
Repurchase of Class B Common Stock (754) (7) (747)
Repurchase of Class B Common Stock (in shares) (11)
Dividends on Common stock ($1.06 in 2010, $1.20 in 2011 and $1.39 in 2012 per share) (515) (515)
Issuance of shares to employees (in shares) 1
Issuance of shares to employees 40 40
Stock-based compensation (Note 11): 159 159
Forfeiture of shares from employees (in shares) 0
Forfeiture of shares from employees (3) (2) (1)
Comprehensive income:
Net income 1,907 1,907
Other comprehensive income (Notes 14 and 16):
Foreign currency translation and other (net of tax benefit of $72 in 2010 and tax expense of $121 in 2011 and net of $0 tax in 2012) (159) (159)
Net gain (loss) on cash flow hedges (net of tax expense of $28 in 2010 and tax benefit of $66 in 2011 and net of tax expense of $8 in 2012 ) 87 87
Net gain (loss) on net investment hedges (net of tax expense of $21 in 2010 and tax benefit of $28 in 2011 and net of $0 tax in 2012) 45 45
Reclassification to net income of previously deferred net gains related to hedge derivatives (net of tax expense of $42 in 2010, $24 in 2011 and net of tax benefit of $14 in 2012) (122) (122)
Reclassification of ineffective hedge gains to net income (net of tax expense of $1) (4) (4)
Total comprehensive income 1,754 (153) 1,907
Ending Balance at May. 31, 2010 9,754 0 3 3,441 215 6,095
Ending Balance (in shares) at May. 31, 2010 90 394
Stock options exercised (in shares) 7
Stock options exercised 368 368
Repurchase of Class B Common Stock (1,871) (14) (1,857)
Repurchase of Class B Common Stock (in shares) (24)
Dividends on Common stock ($1.06 in 2010, $1.20 in 2011 and $1.39 in 2012 per share) (569) (569)
Issuance of shares to employees (in shares) 1
Issuance of shares to employees 49 49
Stock-based compensation (Note 11): 105 105
Forfeiture of shares from employees (in shares) 0
Forfeiture of shares from employees (6) (5) (1)
Comprehensive income:
Net income 2,133 2,133
Other comprehensive income (Notes 14 and 16):
Foreign currency translation and other (net of tax benefit of $72 in 2010 and tax expense of $121 in 2011 and net of $0 tax in 2012) 263 263
Net gain (loss) on cash flow hedges (net of tax expense of $28 in 2010 and tax benefit of $66 in 2011 and net of tax expense of $8 in 2012 ) (242) (242)
Net gain (loss) on net investment hedges (net of tax expense of $21 in 2010 and tax benefit of $28 in 2011 and net of $0 tax in 2012) (57) (57)
Reclassification to net income of previously deferred net gains related to hedge derivatives (net of tax expense of $42 in 2010, $24 in 2011 and net of tax benefit of $14 in 2012) (84) (84)
Total comprehensive income 2,013 (120) 2,133
Ending Balance at May. 31, 2011 9,843 0 3 3,944 95 5,801
Ending Balance (in shares) at May. 31, 2011 90 378
Stock options exercised (in shares) 9
Stock options exercised 528 528
Repurchase of Class B Common Stock (1,805) (12) (1,793)
Repurchase of Class B Common Stock (in shares) (20)
Dividends on Common stock ($1.06 in 2010, $1.20 in 2011 and $1.39 in 2012 per share) (639) (639)
Issuance of shares to employees (in shares) 1
Issuance of shares to employees 57 57
Stock-based compensation (Note 11): 130 130
Forfeiture of shares from employees (in shares) 0
Forfeiture of shares from employees (10) (6) (4)
Comprehensive income:
Net income 2,223 2,223
Other comprehensive income (Notes 14 and 16):
Foreign currency translation and other (net of tax benefit of $72 in 2010 and tax expense of $121 in 2011 and net of $0 tax in 2012) (295) (295)
Net gain (loss) on cash flow hedges (net of tax expense of $28 in 2010 and tax benefit of $66 in 2011 and net of tax expense of $8 in 2012 ) 255 255
Net gain (loss) on net investment hedges (net of tax expense of $21 in 2010 and tax benefit of $28 in 2011 and net of $0 tax in 2012) 45 45
Reclassification to net income of previously deferred net gains related to hedge derivatives (net of tax expense of $42 in 2010, $24 in 2011 and net of tax benefit of $14 in 2012) 49 49
Total comprehensive income 2,277 54 2,223
Ending Balance at May. 31, 2012 $ 10,381 $ 0 $ 3 $ 4,641 $ 149 $ 5,588
Ending Balance (in shares) at May. 31, 2012 90 368
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Consolidated Statements of Shareholders' Equity (Parenthetical) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Dividends on Common stock, per share (in dollars per share) $ 1.39 $ 1.2 $ 1.06
Foreign currency translation and other, tax benefit (expense) $ 0 $ (121) $ 72
Net gain (loss) on cash flow hedges, tax benefit (expense) (8) 66 (28)
Net gain (loss) on net investment hedges, tax benefit (expense) 0 28 (21)
Reclassification to net income of previously deferred net gains related to hedge derivatives, tax (benefit) expense (14) 24 42
Reclassification of ineffective hedge gains to net income, tax (benefit) expense $ 1
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Summary of Significant Accounting Policies
12 Months Ended
May 31, 2012
Summary of Significant Accounting Policies

NOTE 1 — Summary of Significant Accounting Policies

 

 

Description of Business

NIKE, Inc. is a worldwide leader in the design, marketing and distribution of athletic and sports-inspired footwear, apparel, equipment, accessories and services. Wholly-owned NIKE subsidiaries include Cole Haan, which designs, markets and distributes dress and casual shoes, handbags, accessories and coats; Converse Inc., which designs, markets and distributes athletic and casual footwear, apparel and accessories; Hurley International LLC, which designs, markets and distributes action sports and youth lifestyle footwear, apparel and accessories; and Umbro International Limited, which designs, distributes and licenses athletic and casual footwear, apparel and equipment, primarily for the sport of football (soccer).

Basis of Consolidation

The consolidated financial statements include the accounts of NIKE, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions and balances have been eliminated.

Recognition of Revenues

Wholesale revenues are recognized when title and the risks and rewards of ownership have passed to the customer, based on the terms of sale. This occurs upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer. Retail store revenues are recorded at the time of sale. Provisions for sales discounts, returns and miscellaneous claims from customers are recorded as a reduction to revenue at the time of sale. As of May 31, 2012 and 2011, the Company’s reserve balances for sales discounts, returns and miscellaneous claims were $480 million and $423 million, respectively.

Shipping and Handling Costs

Shipping and handling costs are expensed as incurred and included in cost of sales.

Demand Creation Expense

Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, television, digital and print advertising, brand events, and retail brand presentation. Advertising production costs are expensed the first time an advertisement is run. Advertising placement costs are expensed in the month the advertising appears, while costs related to brand events are expensed when the event occurs. Costs related to retail brand presentation are expensed when the presentation is completed and delivered.

A significant amount of the Company’s promotional expenses result from payments under endorsement contracts. Accounting for endorsement payments is based upon specific contract provisions. Generally, endorsement payments are expensed on a straight-line basis over the term of the contract after giving recognition to periodic performance compliance provisions of the contracts. Prepayments made under contracts are included in prepaid expenses or other assets depending on the period to which the prepayment applies.

Some of the contracts provide for contingent payments to endorsers based upon specific achievements in their sports (e.g., winning a championship). The Company records selling and administrative expense for these amounts when the endorser achieves the specific goal.

Some of the contracts provide for payments based upon endorsers maintaining a level of performance in their sport over an extended period of time (e.g., maintaining a top ranking in a sport for a year). These amounts are recorded in selling and administrative expense when the Company determines that it is probable that the specified level of performance will be maintained throughout the period. In these instances, to the extent that actual payments to the endorser differ from our estimate due to changes in the endorser’s athletic performance, increased or decreased selling and administrative expense may be recorded in a future period.

Some of the contracts provide for royalty payments to endorsers based upon a predetermined percentage of sales of particular products. The Company expenses these payments in cost of sales as the related sales occur. In certain contracts, the Company offers minimum guaranteed royalty payments. For contractual obligations for which the Company estimates it will not meet the minimum guaranteed amount of royalty fees through sales of product, the Company records the amount of the guaranteed payment in excess of that earned through sales of product in selling and administrative expense uniformly over the remaining guarantee period.

Through cooperative advertising programs, the Company reimburses retail customers for certain costs of advertising the Company’s products. The Company records these costs in selling and administrative expense at the point in time when it is obligated to its customers for the costs, which is when the related revenues are recognized. This obligation may arise prior to the related advertisement being run.

Total advertising and promotion expenses were $2,711 million, $2,448 million, and $2,356 million for the years ended May 31, 2012, 2011 and 2010, respectively. Prepaid advertising and promotion expenses recorded in prepaid expenses and other assets totaled $309 million and $291 million at May 31, 2012 and 2011, respectively.

Cash and Equivalents

Cash and equivalents represent cash and short-term, highly liquid investments with maturities of three months or less at date of purchase. The carrying amounts reflected in the consolidated balance sheets for cash and equivalents approximate fair value.

Short-Term Investments

Short-term investments consist of highly liquid investments, including commercial paper, U.S. treasury, U.S. agency, and corporate debt securities, with maturities over three months from the date of purchase. Debt securities that the Company has the ability and positive intent to hold to maturity are carried at amortized cost. At May 31, 2012 and 2011, the Company did not hold any short-term investments that were classified as trading or held-to-maturity.

At May 31, 2012 and 2011, short-term investments consisted of available-for-sale securities. Available-for-sale securities are recorded at fair value with unrealized gains and losses reported, net of tax, in other comprehensive income, unless unrealized losses are determined to be other than temporary. Realized gains and losses on the sale of securities are determined by specific identification. 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 at the date of purchase as current assets within short-term investments on the consolidated balance sheets.

See Note 6 — Fair Value Measurements for more information on the Company’s short-term investments.

Allowance for Uncollectible Accounts Receivable

Accounts receivable consists primarily of amounts receivable from customers. We make ongoing estimates relating to the collectability of our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we consider our historical level of credit losses and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Accounts receivable with anticipated collection dates greater than 12 months from the balance sheet date and related allowances are considered non-current and recorded in other assets. The allowance for uncollectible accounts receivable was $95 million and $124 million at May 31, 2012 and 2011, respectively, of which $45 million and $50 million, respectively, was classified as long-term and recorded in other assets.

Inventory Valuation

Inventories are stated at lower of cost or market and valued on an average cost basis.

Property, Plant and Equipment and Depreciation

Property, plant and equipment are recorded at cost. Depreciation for financial reporting purposes is determined on a straight-line basis for buildings and leasehold improvements over 2 to 40 years and for machinery and equipment over 2 to 15 years.

Depreciation and amortization of assets used in manufacturing, warehousing and product distribution are recorded in cost of sales. Depreciation and amortization of other assets are recorded in selling and administrative expense.

Software Development Costs

Internal Use Software. Expenditures for major software purchases and software developed for internal use are capitalized and amortized over a 2 to 10 year period on a straight-line basis. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred.

Computer Software to be Sold, Leased or Otherwise Marketed. Development costs of computer software to be sold, leased, or otherwise marketed as an integral part of a product are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally most software development costs have been expensed as incurred.

Impairment of Long-Lived Assets

The Company reviews the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, the Company would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value.

Identifiable Intangible Assets and Goodwill

The Company performs annual impairment tests on goodwill and intangible assets with indefinite lives in the fourth quarter of each fiscal year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit or an intangible asset with an indefinite life below its carrying value. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, planned divestitures or an expectation that the carrying amount may not be recoverable, among other factors. The impairment test requires the Company to estimate the fair value of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and the Company proceeds to step two of the impairment analysis. In step two of the analysis, the Company measures and records an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value if any.

The Company generally bases its measurement of the fair value of a reporting unit on a blended analysis of the present value of future discounted cash flows and the market valuation approach. The discounted cash flows model indicates the fair value of the reporting unit based on the present value of the cash flows that the Company expects the reporting unit to generate in the future. The Company’s significant estimates in the discounted cash flows model include: its weighted average cost of capital; long-term rate of growth and profitability of the reporting unit’s business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the reporting unit to comparable publicly traded companies in similar lines of business. Significant estimates in the market valuation approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting unit.

Indefinite-lived intangible assets primarily consist of acquired trade names and trademarks. In measuring the fair value for these intangible assets, the Company utilizes the relief-from-royalty method. This method assumes that trade names and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires the Company to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.

On May 31, 2012, the Company announced its intention to divest of the Cole Haan and Umbro businesses. As of May 31, 2012, Cole Haan had no goodwill or indefinite-lived intangible assets on the Company’s balance sheet, while Umbro had $70 million of goodwill and $164 million of trademark and other intangible assets. As of May 31, 2012, both asset groups for Cole Haan and Umbro did not quality as “assets-held-for-sale” under applicable accounting guidance. The decision to divest these businesses was deemed a triggering event to perform an impairment analysis of Umbro’s intangible assets at that date and was considered in the Company’s fourth quarter impairment analysis. The Company is currently in the process of preparing the businesses for divestiture and identifying potential acquirers. Therefore, the Company believes the weighted use of discounted cash flows and the market valuation approach is the best method for determining the fair value of the Umbro reporting unit because these are the most common valuation methodologies used within its industry; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. As discussed above, the asset groups for Umbro did not qualify as “assets-held-for-sale”; therefore, the Company did not consider potential disposition costs or cumulative translation adjustments in the carrying value of the Umbro reporting unit in its fiscal 2012 fourth quarter impairment analysis. Because the Company is still in the preliminary stages of the divestiture process and has not yet identified potential acquirers or the likely deal structure, these methods represent management’s best estimate of the fair value of the Umbro business. The Company’s analysis determined there was no impairment of intangible assets or goodwill related to Umbro. If the sales process indicates a fair value that is below the current carrying value of the reporting unit, an analysis would be required to determine if impairment charges exist at that point.

Operating Leases

The Company leases retail store space, certain distribution and warehouse facilities and office space under operating leases. Operating lease agreements may contain rent escalation clauses, rent holidays or certain landlord incentives, including tenant improvement allowances. Rent expense for non-cancelable operating leases with scheduled rent increases or landlord incentives are recognized on a straight-line basis over the lease term, beginning with the effective lease commencement date, which is generally the date in which the Company takes possession of or controls the physical use of the property. Certain leases also provide for contingent rents, which are determined as a percentage of sales in excess of specified levels. A contingent rent liability is recognized together with the corresponding rent expense when specified levels have been achieved or when the Company determines that achieving the specified levels during the period is probable.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach).

The levels of 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 conservative level of input that is significant to the fair value measurement.

Pricing vendors are utilized for certain Level 1 or Level 2 investments. These vendors either provide a quoted market price in an active market or use observable inputs without applying significant adjustments in their pricing. Observable inputs include broker quotes, interest rates and yield curves observable at commonly quoted intervals, volatilities and credit risks. The Company’s fair value processes include controls that are designed to ensure appropriate fair values are recorded. These controls include an analysis of period-over-period fluctuations and comparison to another independent pricing vendor.

Refer to Note 6 — Fair Value Measurements for additional information.

Foreign Currency Translation and Foreign Currency Transactions

Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income in shareholders’ equity.

The Company’s global subsidiaries have various assets and liabilities, primarily receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to remeasurement, the impact of which is recorded in other expense (income), net, within the consolidated statements of income.

Accounting for Derivatives and Hedging Activities

The Company uses derivative financial instruments to limit exposure to changes in foreign currency exchange rates and interest rates. All derivatives are recorded at fair value on the balance sheet and changes in the fair value of derivative financial instruments are either recognized in other comprehensive income (a component of shareholders’ equity), debt or net income depending on the nature of the underlying exposure, whether the derivative is formally designated as a hedge, and, if designated, the extent to which the hedge is effective. The Company classifies the cash flows at settlement from derivatives in the same category as the cash flows from the related hedged items. For undesignated hedges and designated cash flow hedges, this is within the cash provided by operations component of the consolidated statements of cash flows. For designated net investment hedges, this is generally within the cash used by investing activities component of the cash flow statement. As our fair value hedges are receive-fixed, pay-variable interest rate swaps, the cash flows associated with these derivative instruments are periodic interest payments while the swaps are outstanding. These cash flows are reflected within the cash provided by operations component of the cash flow statement.

See Note 16 — Risk Management and Derivatives for more information on the Company’s risk management program and derivatives.

Stock-Based Compensation

The Company estimates the fair value of options and stock appreciation rights granted under the NIKE, Inc. 1990 Stock Incentive Plan (the “1990 Plan”) and employees’ purchase rights under the Employee Stock Purchase Plans (“ESPPs”) using the Black-Scholes option pricing model. The Company recognizes this fair value, net of estimated forfeitures, as selling and administrative expense in the consolidated statements of income over the vesting period using the straight-line method.

See Note 11 — Common Stock and Stock-Based Compensation for more information on the Company’s stock programs.

Income Taxes

The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized. United States income taxes are provided currently on financial statement earnings of non-U.S. subsidiaries that are expected to be repatriated. The Company determines annually the amount of undistributed non-U.S. earnings to invest indefinitely in its non-U.S. operations.

The Company recognizes a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not that the position will be sustained upon examination by relevant tax authorities. The Company recognizes interest and penalties related to income tax matters in income tax expense.

See Note 9 — Income Taxes for further discussion.

Earnings Per Share

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive stock options and awards.

See Note 12 — Earnings Per Share for further discussion.

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, including estimates relating to assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Recently Adopted Accounting Standards

In April 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. This new guidance, which became effective for the Company beginning March 1, 2012, amends current U.S. GAAP fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3 of the fair value measurement hierarchy (as described in Note 6. —Fair Value Measurements). This guidance became effective for the Company beginning March 1, 2010, except for disclosures relating to purchases, sales, issuances and settlements of Level 3 assets and liabilities, which became effective for the Company beginning June 1, 2011. As this guidance only requires expanded disclosures, the adoption did not have an impact on the Company’s consolidated financial position or results of operations.

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

Recently Issued Accounting Standards

In December 2011, the FASB issued guidance enhancing disclosure requirements surrounding the nature of an entity’s right to offset and related arrangements associated with its financial instruments and derivative instruments. This new guidance requires companies to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to master netting arrangements. This new guidance is effective for the Company beginning June 1, 2013. As this guidance only requires expanded disclosures, the Company does not anticipate the adoption will have an impact on its consolidated financial position or results of operations.

In September 2011, the FASB issued updated guidance on the periodic testing of goodwill for impairment. This guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This new guidance is effective for the Company beginning June 1, 2012. The Company does not expect the adoption will have a material effect on its consolidated financial position or results of operations.

In June 2011, the FASB issued guidance on the presentation of comprehensive income. This new guidance eliminates the current option to report other comprehensive income and its components in the statement of shareholders’ equity. Companies will now be required to present the components of net income and other comprehensive income in either one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. This guidance also required companies to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. However, in December 2011, the FASB issued guidance which indefinitely defers the requirement related to the presentation of reclassification adjustments. Both issuances on the presentation of comprehensive income are effective for the Company beginning June 1, 2012. As this guidance only amends the presentation of the components of comprehensive income, the Company does not anticipate the adoption will have an impact on its consolidated financial position or results of operations.

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Inventories
12 Months Ended
May 31, 2012
Inventories

NOTE 2 — Inventories

 

Inventory balances of $3,350 million and $2,715 million at May 31, 2012 and 2011, respectively, were substantially all finished goods.

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Property, Plant and Equipment
12 Months Ended
May 31, 2012
Property, Plant and Equipment

NOTE 3 — Property, Plant and Equipment

 

Property, plant and equipment included the following:

 

    As of May 31,  
(In millions)                            2012                              2011  
Land   $ 252      $ 237   
Buildings     1,158        1,124   
Machinery, equipment and internal-use software     2,755        2,487   
Leasehold improvements     968        931   
Construction in process     111        127   
    5,244        4,906   
Less accumulated depreciation     2,965        2,791   
    $ 2,279      $ 2,115   

Capitalized interest was not material for the years ended May 31, 2012, 2011, and 2010.

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Identifiable Intangible Assets and Goodwill
12 Months Ended
May 31, 2012
Identifiable Intangible Assets and Goodwill

NOTE 4 — Identifiable Intangible Assets and Goodwill

 

The following table summarizes the Company’s identifiable intangible asset balances as of May 31, 2012 and 2011:

 

    May 31, 2012     May 31, 2011  
(In millions)  

Gross Carrying

Amount

   

Accumulated

Amortization

   

Net Carrying

Amount

   

Gross Carrying

Amount

   

Accumulated

Amortization

   

Net Carrying

Amount

 
Amortized intangible assets:                              

Patents

  $ 99      $ (29   $ 70      $ 80      $ (24   $ 56   

Trademarks

    41        (26     15        44        (25     19   

Other

    94        (30     64        47        (22     25   
TOTAL   $ 234      $ (85   $ 149      $ 171      $ (71   $ 100   

Unamortized intangible assets —    

Trademarks

                    386                        387   

IDENTIFIABLE INTANGIBLE

ASSETS, NET

                  $ 535                      $ 487   

 

The effect of foreign exchange fluctuations for the year ended May 31, 2012 decreased unamortized intangible assets by approximately $2 million, resulting from the strengthening of the U.S. Dollar in relation to the British Pound.

Amortization expense, which is included in selling and administrative expense, was $22 million, $16 million, and $14 million for the years ended May 31, 2012, 2011, and 2010, respectively. The estimated amortization expense for intangible assets subject to amortization for each of the years ending May 31, 2013 through May 31, 2017 are as follows: 2013: $21 million; 2014: $19 million; 2015: $15 million; 2016: $14 million; 2017: $13 million.

 

All goodwill balances are included in the Company’s “Other” category for segment reporting purposes. The following table summarizes the Company’s goodwill balance as of May 31, 2012 and 2011:

 

(In millions)               Goodwill         Accumulated
Impairment
        Goodwill, net  
May 31, 2010   $ 387      $ (199   $ 188   
Umbro France(1)     10        0        10   
Other(2)     7        0        7   
May 31, 2011     404        (199     205   
Other(2)     (4     0        (4
MAY 31, 2012   $ 400      $ (199   $ 201   

 

(1)

In March 2011, Umbro acquired the remaining 51% of the exclusive licensee and distributor of the Umbro brand in France for approximately $15 million.

 

(2)

Other consists of foreign currency translation adjustments on Umbro goodwill.

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Accrued Liabilities
12 Months Ended
May 31, 2012
Accrued Liabilities

NOTE 5 — Accrued Liabilities

Accrued liabilities included the following:

 

    May 31,  
(In millions)                            2012                              2011  
Compensation and benefits, excluding taxes   $ 711      $ 628   
Endorsement compensation     294        284   
Taxes other than income taxes     179        214   
Dividends payable     165        145   
Import and logistics costs     133        98   
Advertising and marketing     132        139   
Fair value of derivatives     55        186   
Other(1)     384        291   
    $ 2,053      $ 1,985   

 

(1)

Other consists of various accrued expenses with no individual item accounting for more than 5% of the balance at May 31, 2012 and 2011.

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Fair Value Measurements
12 Months Ended
May 31, 2012
Fair Value Measurements

NOTE 6 — Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of May 31, 2012 and 2011 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. Refer to Note 1 – Summary of Significant Accounting Policies for additional detail regarding the Company’s fair value measurement methodology.

 

    May 31, 2012
   

Fair Value

Measurements Using

    Assets/Liabilities
at Fair Value
     
(In millions)   Level 1     Level 2     Level 3       Balance Sheet Classification
ASSETS                                    
Derivatives:                                    

Foreign exchange forwards and options

  $ 0      $ 265      $ 0      $ 265      Other current assets and other long-term assets

Embedded derivatives

    0        1        0        1      Other current assets

Interest rate swap contracts

    0        15        0        15      Other current assets and other long-term assets
Total derivatives     0        281        0        281       
Available-for-sale securities:                                    

U.S. Treasury securities

    226        0        0        226      Cash and equivalents

U.S. Agency securities

    0        254        0        254      Cash and equivalents

Commercial paper and bonds

    0        159        0        159      Cash and equivalents

Money market funds

    0        770        0        770      Cash and equivalents

U.S. Treasury securities

    927        0        0        927      Short-term investments

U.S. Agency securities

    0        230        0        230      Short-term investments

Commercial paper and bonds

    0        283        0        283      Short-term investments

Non-marketable preferred stock

    0        0        3        3      Other long-term assets
Total available-for-sale securities     1,153        1,696        3        2,852       
TOTAL ASSETS   $   1,153      $   1,977      $ 3      $ 3,133       
LIABILITIES                                    
Derivatives:                                    
Foreign exchange forwards and options   $ 0      $ 55      $ 0      $ 55      Accrued liabilities and other long-term liabilities
TOTAL LIABILITIES   $ 0      $ 55      $ 0      $ 55       

 

    May 31, 2011  
   

Fair Value

Measurements Using

    Assets / Liabilities
at Fair Value
       
(In millions)     Level 1       Level 2       Level 3       Balance Sheet Classification  

ASSETS

                                       
Derivatives:          

Foreign exchange forwards and options

  $ 0      $ 38      $ 0      $ 38        Other current assets and other long-term assets   

Interest rate swap contracts

    0        15        0        15        Other current assets and other long-term assets   
Total derivatives     0        53        0        53     
Available-for-sale securities:          

U.S. Treasury securities

    125        0        0        125        Cash and equivalents   

Commercial paper and bonds

    0        157        0        157        Cash and equivalents   

Money market funds

    0        780        0        780        Cash and equivalents   

U.S. Treasury securities

    1,473        0        0        1,473        Short-term investments   

U.S. Agency securities

    0        308        0        308        Short-term investments   

Commercial paper and bonds

    0        802        0        802        Short-term investments   
Total available-for-sale securities     1,598        2,047        0        3,645           
TOTAL ASSETS   $ 1,598      $ 2,100      $      $ 3,698           
LIABILITIES          
Derivatives:          

Foreign exchange forwards and options

  $ 0      $ 197      $ 0      $ 197        Accrued liabilities and other long-term liabilities   
TOTAL LIABILITIES   $ 0      $ 197      $ 0      $ 197           

 

Derivative financial instruments include foreign exchange forwards, embedded derivatives and interest rate swap contracts. The fair value of derivative contracts is determined using observable market inputs such as the daily market foreign currency rates, forward pricing curves, currency volatilities, currency correlations and interest rates, and considers nonperformance risk of the Company and that of its counterparties. Adjustments relating to these nonperformance risks were not material at May 31, 2012 or 2011. Refer to Note 16 — Risk Management and Derivatives for additional detail.

Available-for-sale securities are comprised of investments in U.S. Treasury and agency securities, money market funds, corporate commercial paper and bonds. These securities are valued using market prices on both active markets (Level 1) and less active markets (Level 2). Pricing vendors are utilized for certain Level 1 or Level 2 investments. These vendors either provide a quoted market price in an active market or use observable inputs without applying significant adjustments in their pricing. Observable inputs include broker quotes, interest rates and yield curves observable at commonly quoted intervals, volatilities and credit risks.

The Company’s Level 3 assets are comprised of investments in certain non-marketable preferred stock. These investments are valued using internally developed models with unobservable inputs. These Level 3 investments are an immaterial portion of our portfolio. Changes in Level 3 investment assets were immaterial during the year ended May 31, 2012. As of May 31, 2011, the Company had no Level 3 assets and liabilities.

No transfers among the levels within the fair value hierarchy occurred during the years ended May 31, 2012 or 2011.

As of May 31, 2012 and 2011, the Company had no assets or liabilities that were required to be measured at fair value on a non-recurring basis.

Short-Term Investments

As of May 31, 2012 and 2011, short-term investments consisted of available-for-sale securities. As of May 31, 2012, the Company held $1,129 million of available-for-sale securities with maturity dates within one year from purchase date and $311 million with maturity dates over one year and less than five years from purchase date within short-term investments. As of May 31, 2011, the Company held $2,253 million of available-for-sale securities with maturity dates within one year from purchase date and $330 million with maturity dates over one year and less than five years from purchase date within short-term investments.

 

 

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

 

    As of May 31,  
(In millions)                            2012                              2011  
Available-for-sale investments:          

U.S. treasury and agencies

  $ 1,157      $ 1,781   

Commercial paper and bonds

    283        802   
TOTAL AVAILABLE-FOR-SALE INVESTMENTS   $ 1,440      $ 2,583   

 

Included in interest expense, net was interest income of $30 million for each of the years ended May 31, 2012, 2011, and 2010, related to cash and equivalents and short-term investments.

For fair value information regarding notes payable and long-term debt, refer to Note 7 — Short-Term Borrowings and Credit Lines and Note 8 — Long-Term Debt.

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Short-Term Borrowings and Credit Lines
12 Months Ended
May 31, 2012
Short-Term Borrowings and Credit Lines

NOTE 7 — Short-Term Borrowings and Credit Lines

Notes payable and interest-bearing accounts payable to Sojitz Corporation of America (“Sojitz America”) as of May 31, 2012 and 2011, are summarized below:

 

    May 31,  
    2012     2011  
(In millions)               Borrowings         Interest Rate                 Borrowings         Interest Rate  
Notes payable:                    

U.S. operations

    30        5.50 %(1)      35        0.00 %(1) 

Non-U.S. operations

    78        9.46 %(1)      152        7.05 %(1) 
    $ 108              $ 187           
Interest-Bearing Accounts Payable:                    
Sojitz America   $ 75        1.10   $ 111        0.99

 

(1)

Weighted average interest rate includes non-interest bearing overdrafts.

 

The carrying amounts reflected in the consolidated balance sheets for notes payable approximate fair value.

The Company purchases through Sojitz America certain athletic footwear, apparel and equipment it acquires from non-U.S. suppliers. These purchases are for the Company’s operations outside of the United States, Europe and Japan. Accounts payable to Sojitz America are generally due up to 60 days after shipment of goods from the foreign port. The interest rate on such accounts payable is the 60-day London Interbank Offered Rate (“LIBOR”) as of the beginning of the month of the invoice date, plus 0.75%.

As of May 31, 2012 and 2011, the Company had no amounts outstanding under its commercial paper program.

In November 2011, the Company entered into a committed credit facility agreement with a syndicate of banks which provides for up to $1 billion of borrowings pursuant to a revolving credit facility with the option to increase borrowings to $1.5 billion with lender approval. The facility matures in November 2016, with a one-year extension option prior to both the second and third anniversary of the closing date, provided that extensions shall not extend beyond November 1, 2018. This facility replaces the prior $1 billion committed credit facility agreement that would have expired in December 2012. Based on the Company’s current long-term senior unsecured debt ratings of A+ and A1 from Standard and Poor’s Corporation and Moody’s Investor Services, respectively, the interest rate charged on any outstanding borrowings would be the prevailing LIBOR plus 0.56%. The facility fee is 0.065% of the total commitment. Under this committed credit facility, the Company must maintain, among other things, certain minimum specified financial ratios with which the Company was in compliance at May 31, 2012. No amounts were outstanding under this facility as of May 31, 2012 or 2011.

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Long-Term Debt
12 Months Ended
May 31, 2012
Long-Term Debt

NOTE 8 — Long-Term Debt

 

Long-term debt, net of unamortized premiums and discounts and swap fair value adjustments, is comprised of the following:

 

                      Book Value Outstanding
As of May 31,
 
Scheduled Maturity   Original
Principal
    Interest
Rate
    Interest
Payments
    2012     2011  
    (In millions)           (In millions)  
Corporate Bond Payables:(1)                      

July 23, 2012

  $ 25        5.66     Semi-Annually      $ 25      $ 26   

August 7, 2012

  $ 15        5.40     Semi-Annually        15        16   

October 1, 2013

  $ 50        4.70     Semi-Annually        50        50   

October 15, 2015

  $ 100        5.15     Semi-Annually        115        114   
Japanese Yen Notes:                      

June 26, 2011

  ¥ 10,500        4.30     Semi-Annually        0        130   

February 14, 2012

  ¥ 5,000        1.52     Semi-Annually        0        62   

August 20, 2001 through November 20, 2020(2)

  ¥ 9,000        2.60     Quarterly        50        54   

August 20, 2001 through November 20, 2020(2)

  ¥ 4,000        2.00     Quarterly        22        24   

Total

                            277        476   

Less current maturities

                            49        200   
                            $ 228      $ 276   

 

(1)

For each of these notes, except the $50 million note maturing in October 1, 2013, the Company has entered into interest rate swap agreements whereby the Company receives fixed interest payments at the same rate as the notes and pays variable interest payments based on the six-month LIBOR plus a spread. Each swap has the same notional amount and maturity date as the corresponding note. At May 31, 2012, the interest rates payable on these swap agreements ranged from approximately 0.6% to 1.0%.

 

(2)

NIKE Logistics YK assumed a total of ¥13.0 billion in loans as part of its agreement to purchase a distribution center in Japan, which serves as collateral for the loans. These loans mature in equal quarterly installments during the period August 20, 2001 through November 20, 2020.

 

The scheduled maturity of long-term debt in each of the years ending May 31, 2013 through 2017 are $49 million, $59 million, $9 million, $109 million and $9 million, respectively, at face value.

The fair value of the Company’s long-term debt, including the current portion, was approximately $283 million at May 31, 2012 and $482 million at May 31, 2011. The fair value of long-term debt is estimated based upon quoted prices of similar instruments (level 2).

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Income Taxes
12 Months Ended
May 31, 2012
Income Taxes

NOTE 9 — Income Taxes

 

Income before income taxes is as follows:

 

    Year Ended May 31,  
(In millions)                        2012     2011     2010  
Income before income taxes:            

United States

  $ 792      $ 1,084      $ 699   

Foreign

    2,191        1,760        1,818   
    $                      2,983      $                          2,844      $             2,517   

The provision for income taxes is as follows:

 

    Year Ended May 31,  
(In millions)                            2012                          2011                          2010  
Current:            

United States

           

Federal

  $                      274      $ 289      $ 200   

State

    51        57        50   

Foreign

    495        441        349   
      820        787        599   
Deferred:            

United States

           

Federal

    (54     (61     18   

State

    4        0        (1
Foreign     (10     (15     (6
 

 

 

 
      (60     (76     11   
    $ 760      $                      711      $                      610   

A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate follows:

 

    Year Ended May 31,  
                          2012                          2011                          2010  
Federal income tax rate     35.0     35.0     35.0
State taxes, net of federal benefit     1.3     1.3     1.3
Foreign earnings     -11.5     -10.5     -12.7
Other, net     0.7     -0.8     0.6
EFFECTIVE INCOME TAX RATE     25.5     25.0     24.2

 

The effective tax rate for fiscal 2012 was 50 basis points higher than the effective tax rate for fiscal 2011 primarily due to changes in uncertain tax positions, partially offset by a reduction in the effective tax rate on operations outside of the United States as a result of changes in geographical mix of foreign earnings. The effective tax rate for fiscal 2011 was 80 basis points higher than the effective tax rate for fiscal 2010 primarily due to the change in geographic mix of earnings. A larger percentage of our earnings in fiscal 2011 were attributable to operations in the U.S., where the statutory tax rate is generally higher than the effective tax rate on operations outside of the U.S. This impact was partially offset by changes to uncertain tax positions.

 

Deferred tax assets and (liabilities) are comprised of the following:

 

    May 31,  
(In millions)                        2012                          2011  
Deferred tax assets:          

Allowance for doubtful accounts

  $ 18      $ 19   

Inventories

    40        63   

Sales return reserves

    85        72   

Deferred compensation

    177        152   

Stock-based compensation

    144        148   

Reserves and accrued liabilities

    68        66   

Foreign loss carry-forwards

    76        60   

Foreign tax credit carry-forwards

    216        236   

Hedges

    0        21   

Undistributed earnings of foreign subsidiaries

    82        0   

Other

    71        86   
Total deferred tax assets     977        923   
Valuation allowance     (81     (51
Total deferred tax assets after valuation allowance     896        872   
Deferred tax liabilities:          

Undistributed earnings of foreign subsidiaries

    0        (40

Property, plant and equipment

    (186     (151

Intangibles

    (98     (97

Other

    (21     (21
Total deferred tax liability     (305     (309
NET DEFERRED TAX ASSET   $ 591      $ 563   

The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits, excluding interest and penalties:

 

    May 31,  
(In millions)                        2012                          2011                          2010  
Unrecognized tax benefits, as of the beginning of the period   $ 212      $ 282      $ 274   
Gross increases related to prior period tax positions     48        13        87   
Gross decreases related to prior period tax positions     (25     (98     (122
Gross increases related to current period tax positions     91        59        52   
Gross decreases related to current period tax positions     (1     (6     0   
Settlements     (20     (43     (3
Lapse of statute of limitations     (9     (8     (9
Changes due to currency translation     (11     13        3   
UNRECOGNIZED TAX BENEFITS, AS OF THE END OF THE PERIOD   $ 285      $ 212      $ 282   

 

As of May 31, 2012, the total gross unrecognized tax benefits, excluding related interest and penalties, were $285 million, $165 million of which would affect the Company’s effective tax rate if recognized in future periods.

The Company recognizes interest and penalties related to income tax matters in income tax expense. The liability for payment of interest and penalties increased $17 million, $10 million, and $6 million during the years ended May 31, 2012, 2011, and 2010, respectively. As of May 31, 2012 and 2011, accrued interest and penalties related to uncertain tax positions were $108 million and $91 million, respectively (excluding federal benefit).

The Company is subject to taxation primarily in the U.S., China, the Netherlands, and Brazil, as well as various state and other foreign jurisdictions. The Company has concluded substantially all U.S. federal income tax matters through fiscal year 2010. The Company is currently under audit by the Internal Revenue Service for the 2011 and 2012 tax years. The Company’s major foreign jurisdictions, China, the Netherlands and Brazil, have concluded substantially all income tax matters through calendar 2001, fiscal 2006 and calendar 2004, respectively. The Company estimates that it is reasonably possible that the total gross unrecognized tax benefits could decrease by up to $58 million within the next 12 months as a result of resolutions of global tax examinations and the expiration of applicable statutes of limitations.

The Company has indefinitely reinvested approximately $5.5 billion of the cumulative undistributed earnings of certain foreign subsidiaries. Such earnings would be subject to U.S. taxation if repatriated to the U.S. The amount of unrecognized deferred tax liability associated with the indefinitely reinvested undistributed earnings at May 31, 2012 is $1.8 billion.

A portion of the Company’s foreign operations are benefitting from tax holidays that will phase out in fiscal 2019 and fiscal 2021. These tax holidays may be extended when certain conditions are met or may be terminated early if certain conditions are not met. The decrease in income tax expense for the year ended May 31, 2012 as a result of these arrangements was approximately $103 million ($0.22 per diluted share) and $36 million ($0.07 per diluted share) for the year ended May 31, 2011.

Deferred tax assets at May 31, 2012 and 2011 were reduced by a valuation allowance relating to tax benefits of certain subsidiaries with operating losses. The net change in the valuation allowance was an increase of $30 million and $15 million for the years ended May 31, 2012 and 2011, respectively.

 

The Company has recorded deferred tax assets of $216 million at May 31, 2012 for foreign tax credit carry-forwards with expiration dates between 2020 and 2022.

The Company has available domestic and foreign loss carry-forwards of $247 million at May 31, 2012. Such losses, if not utilized, will expire as follows:

 

    Year Ending May 31,  
(In millions)               2013                      2014                      2015                      2016              2017- 2032                      Indefinite                      Total  
Net Operating Losses   $ 0            8            3            8            131            97          $ 247   

During the years ended May 31, 2012, 2011, and 2010, income tax benefits attributable to employee stock-based compensation transactions of $120 million, $68 million, and $57 million, respectively, were allocated to shareholders’ equity.

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Redeemable Preferred Stock
12 Months Ended
May 31, 2012
Redeemable Preferred Stock

NOTE 10 — Redeemable Preferred Stock

 

 

Sojitz America is the sole owner of the Company’s authorized Redeemable Preferred Stock, $1 par value, which is redeemable at the option of Sojitz America or the Company at par value aggregating $0.3 million. A cumulative dividend of $0.10 per share is payable annually on May 31 and no dividends may be declared or paid on the common stock of the Company unless dividends on the Redeemable Preferred Stock have been declared and paid in full. There have been no changes in the Redeemable Preferred Stock in the three years ended May 31, 2012, 2011, and 2010. As the holder of the Redeemable Preferred Stock, Sojitz America does not have general voting rights but does have the right to vote as a separate class on the sale of all or substantially all of the assets of the Company and its subsidiaries, on merger, consolidation, liquidation or dissolution of the Company or on the sale or assignment of the NIKE trademark for athletic footwear sold in the United States.

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Common Stock and Stock-Based Compensation
12 Months Ended
May 31, 2012
Common Stock and Stock-Based Compensation

NOTE 11 — Common Stock and Stock-Based Compensation

 

 

The authorized number of shares of Class A Common Stock, no par value, and Class B Common Stock, no par value, are 175 million and 750 million, respectively. Each share of Class A Common Stock is convertible into one share of Class B Common Stock. Voting rights of Class B Common Stock are limited in certain circumstances with respect to the election of directors. There are no differences in the dividend and liquidation preferences or participation rights of the Class A and Class B common stockholders.

In 1990, the Board of Directors adopted, and the shareholders approved, the NIKE, Inc. 1990 Stock Incentive Plan (the “1990 Plan”). The 1990 Plan provides for the issuance of up to 163 million previously unissued shares of Class B Common Stock in connection with stock options and other awards granted under the plan. The 1990 Plan authorizes the grant of non-statutory stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and performance-based awards. The exercise price for stock options and stock appreciation rights may not be less than the fair market value of the underlying shares on the date of grant. A committee of the Board of Directors administers the 1990 Plan. The committee has the authority to determine the employees to whom awards will be made, the amount of the awards, and the other terms and conditions of the awards. 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.

 

The following table summarizes the Company’s total stock-based compensation expense recognized in selling and administrative expense:

 

    Year Ended May 31,  
(In millions)                            2012                        2011                                   2010  
Stock options(1)   $96   $ 77        $ 135   
ESPPs   16     14          14   
Restricted stock   18     14            10   
TOTAL STOCK-BASED COMPENSATION EXPENSE   $130   $ 105          $ 159   

 

(1)

Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. In the first quarter of fiscal 2011, the Company changed the accelerated vesting provisions of its stock option plan. Under the new provisions, accelerated stock option expense for years ended May 31, 2012 and 2011 was $17 million and $12 million, respectively. The accelerated stock option expense for the year ended May 31, 2010 was $74 million.

As of May 31, 2012, the Company had $151 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 2.2 years.

 

The weighted average fair value per share of the options granted during the years ended May 31, 2012, 2011, and 2010, as computed using the Black-Scholes pricing model, was $22.15, $17.68, and $23.43, respectively. The weighted average assumptions used to estimate these fair values are as follows:

 

    Year Ended May 31,  
                     2012                     2011                     2010  
Dividend yield     1.4     1.6     1.9
Expected volatility     29.5     31.5     57.6
Weighted average expected life (in years)     5.0        5.0        5.0   
Risk-free interest rate     1.4     1.7     2.5

 

The Company estimates the expected volatility based on the implied volatility in market traded options on the Company’s common stock with a term greater than one year, along with other factors. The weighted average expected life of options is based on an analysis of historical and expected future exercise patterns. The interest rate is based on the U.S. Treasury (constant maturity) risk-free rate in effect at the date of grant for periods corresponding with the expected term of the options.

 

The following summarizes the stock option transactions under the plan discussed above:

 

                        Shares (1)     
 
Weighted Average
Option Price
  
  
     (In millions)         
Options outstanding May 31, 2009     38.8      $ 43.69   

Exercised

    (8.6     37.64   

Forfeited

    (0.6     51.92   

Granted

    6.4        52.79   
Options outstanding May 31, 2010     36.0      $ 46.60   

Exercised

    (7.0     42.70   

Forfeited

    (0.5     58.08   

Granted

    6.3        69.20   
Options outstanding May 31, 2011     34.8      $ 51.29   

Exercised

    (9.0     45.62   

Forfeited

    (0.4     71.04   

Granted

    6.8        91.74   
Options outstanding May 31, 2012     32.2      $ 61.18   
Options exercisable at May 31,          

2010

    20.4        41.16   

2011

    20.1        44.05   

2012

    17.0      $ 48.75   

 

(1)

Includes stock appreciation rights transactions.

 

The weighted average contractual life remaining for options outstanding and options exercisable at May 31, 2012 was 6.3 years and 4.6 years, respectively. The aggregate intrinsic value for options outstanding and exercisable at May 31, 2012 was $1,512 million and $1,008 million, respectively. The aggregate intrinsic value was the amount by which the market value of the underlying stock exceeded the exercise price of the options. The total intrinsic value of the options exercised during the years ended May 31, 2012, 2011, and 2010 was $453 million, $267 million, and $239 million, respectively.

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”). Employees are eligible to participate through payroll deductions of up to 10% of their compensation. At the end of each six-month offering period, shares are purchased by the participants at 85% of the lower of the fair market value at the beginning or the end of the offering period. Employees purchased 0.8 million shares during each of the three years ended May 31, 2012, 2011 and 2010.

From time to time, the Company grants restricted stock units and restricted stock to key employees under the 1990 Plan. The number of shares underlying such awards granted to employees during the years ended May 31, 2012, 2011, and 2010 were 0.4 million, 0.2 million, and 0.5 million with weighted average values per share of $98.99, $70.23, and $53.16, respectively. Recipients of restricted stock are entitled to cash dividends and to vote their respective shares throughout the period of restriction. Recipients of restricted stock units are entitled to dividend equivalent cash payments upon vesting. The value of all grants of restricted stock and restricted stock units was established by the market price on the date of grant. During the years ended May 31, 2012, 2011, and 2010, the aggregate fair value of restricted stock and restricted stock units vested was $22 million, $15 million, and $8 million, respectively, determined as of the date of vesting.

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Earnings Per Share
12 Months Ended
May 31, 2012
Earnings Per Share

NOTE 12 — Earnings Per Share

 

The following is a reconciliation from basic earnings per share to diluted earnings per share. Options to purchase an additional 0.1 million, 0.2 million, and 0.2 million shares of common stock were outstanding at May 31, 2012, 2011, and 2010, respectively, but were not included in the computation of diluted earnings per share because the options were anti-dilutive.

 

    Year Ended May 31,  
(In millions, except per share data)                            2012                              2011                              2010  
Determination of shares:            

Weighted average common shares outstanding

    460.0        475.5        485.5   

Assumed conversion of dilutive stock options and awards

    9.8        10.2        8.4   
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING     469.8        485.7        493.9   
Basic earnings per common share   $ 4.83      $ 4.48      $ 3.93   
Diluted earnings per common share   $ 4.73      $ 4.39      $ 3.86   
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Benefit Plans
12 Months Ended
May 31, 2012
Benefit Plans

NOTE 13 — Benefit Plans

 

 

The Company has a profit sharing plan available to most U.S.-based employees. The terms of the plan call for annual contributions by the Company as determined by the Board of Directors. A subsidiary of the Company also had a profit sharing plan available to its U.S.-based employees prior to fiscal 2012. The terms of the plan called for annual contributions as determined by the subsidiary’s executive management. Contributions of $40 million, $39 million, and $35 million were made to the plans and are included in selling and administrative expense for the years ended May 31, 2012, 2011, and 2010, respectively. The Company has various 401(k) employee savings plans available to U.S.-based employees. The Company matches a portion of employee contributions. Company contributions to the savings plans were $44 million, $39 million, and $34 million for the years ended May 31, 2012, 2011, and 2010, respectively, and are included in selling and administrative expense.

The Company also has a Long-Term Incentive Plan (“LTIP”) that was adopted by the Board of Directors and approved by shareholders in September 1997 and later amended in fiscal 2007. The Company recognized $51 million, $31 million, and $24 million of selling and administrative expense related to cash awards under the LTIP during the years ended May 31, 2012, 2011, and 2010, respectively.

The Company has pension plans in various countries worldwide. The pension plans are only available to local employees and are generally government mandated. The liability related to the unfunded pension liabilities of the plans was $115 million and $93 million at May 31, 2012 and 2011, respectively, which was primarily classified as long-term in other liabilities.

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Accumulated Other Comprehensive Income
12 Months Ended
May 31, 2012
Accumulated Other Comprehensive Income

NOTE 14 — Accumulated Other Comprehensive Income

 

The components of accumulated other comprehensive income, net of tax, are as follows:

 

    May 31,  
(In millions)                            2012                              2011  
Cumulative translation adjustment and other   $ (127   $ 168   
Net deferred gain (loss) on cash flow hedge derivatives     181        (123
Net deferred gain on net investment hedge derivatives     95        50   
    $ 149      $ 95   

Refer to Note 16 – Risk Management and Derivatives for more information on the Company’s risk management program and derivatives.

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Commitments and Contingencies
12 Months Ended
May 31, 2012
Commitments and Contingencies

NOTE 15 — Commitments and Contingencies

 

 

The Company leases space for certain of its offices, warehouses and retail stores under leases expiring from 1 to 23 years after May 31, 2012. Rent expense was $494 million, $446 million, and $416 million for the years ended May 31, 2012, 2011 and 2010, respectively. Amounts of minimum future annual rental commitments under non-cancelable operating leases in each of the five years ending May 31, 2013 through 2017 are $408 million, $387 million, $271 million, $224 million, $186 million, respectively, and $662 million in later years.

As of May 31, 2012 and 2011, the Company had letters of credit outstanding totaling $138 million and $99 million, respectively. These letters of credit were generally issued for the purchase of inventory and guarantees of the Company’s performance under certain self-insurance and other programs.

In connection with various contracts and agreements, the Company provides routine indemnifications relating to the enforceability of intellectual property rights, coverage for legal issues that arise and other items where the Company is acting as the guarantor. Currently, the Company has several such agreements in place. However, based on the Company’s historical experience and the estimated probability of future loss, the Company has determined that the fair value of such indemnifications is not material to the Company’s financial position or results of operations.

In the ordinary course of its business, the Company is involved in various legal proceedings involving contractual and employment relationships, product liability claims, trademark rights, and a variety of other matters. While the Company cannot predict the outcome of its pending legal matters with certainty, the Company does not believe any currently identified claim, proceeding or litigation, either individually or in aggregate, will have a material impact on the Company’s results of operations, financial position or cash flows.

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Risk Management and Derivatives
12 Months Ended
May 31, 2012
Risk Management and Derivatives

NOTE 16 — 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 may elect to designate certain derivatives as hedging instruments under the accounting standards for derivatives and hedging. The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objective and strategy for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to either recognized assets or liabilities or forecasted transactions.

The majority of derivatives outstanding as of May 31, 2012 are designated as cash flow or fair value hedges. All derivatives are recognized on the balance sheet at fair value and classified based on the instrument’s maturity date. The total notional amount of outstanding derivatives as of May 31, 2012 was approximately $7 billion, which is primarily comprised of cash flow hedges for Euro/U.S. Dollar, British Pound/Euro, and Japanese Yen/U.S. Dollar currency pairs.

 

The following table presents the fair values of derivative instruments included within the consolidated balance sheets as of May 31, 2012 and 2011:

 

    Asset Derivatives     Liability Derivatives  
(In millions)   Balance Sheet
Location
    May 31, 2012     May 31, 2011     Balance Sheet Location     May 31, 2012     May 31, 2011  
Derivatives formally designated as hedging instruments:                  

Foreign exchange forwards and options

   
 
 
Prepaid expenses
and other
current assets
  
  
  
  $ 203      $ 22        Accrued liabilities      $ 35      $ 170   

Interest rate swap contracts

   
 
 
Prepaid expenses
and other
current assets
  
  
  
    0        0        Accrued liabilities        0        0   

Foreign exchange forwards and options

   
 
 
Deferred income
taxes and other
long-term assets
  
  
  
    7        7       
 
 
Deferred income
taxes and other
long-term liabilities
  
  
  
    0        10   

Interest rate swap contracts

   
 
 
Deferred income
taxes and other
long-term assets
  
  
  
    15        15       
 
 
Deferred income
taxes and other
long-term liabilities
  
  
  
    0        0   

Total derivatives formally designated as hedging instruments

            225        44                35        180   
Derivatives not designated as hedging instruments:                                                

Foreign exchange forwards and options

   
 
 
Prepaid expenses
and other current
assets
  
  
  
  $ 55      $ 9        Accrued liabilities      $ 20      $ 16   

Embedded derivatives

   
 
 
Prepaid expenses
and other current
assets
  
  
  
    1        0        Accrued liabilities        0        0   

Foreign exchange forwards and options

   
 
 
Deferred income
taxes and other
long-term assets
  
  
  
    0        0       
 
 
Deferred income
taxes and other
long-term liabilities
  
  
  
    0        1   
Total derivatives not designated as hedging instruments             56        9                20        17   
TOTAL DERIVATIVES           $ 281      $ 53              $ 55      $ 197   

The following tables present the amounts affecting the consolidated statements of income for years ended May 31, 2012, 2011 and 2010:

 

Derivatives formally designated

(In millions)

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

Amount of Gain (Loss)

Reclassified From Accumulated

Other Comprehensive Income into Income(1)

 
  Year Ended May 31,     Location of Gain (Loss)
Reclassified From Accumulated
Other Comprehensive Income
Into Income(1)
    Year Ended May 31,  
    2012       2011       2010         2012       2011       2010  
Derivatives designated as cash flow hedges:                          

Foreign exchange forwards and options

  $ (29   $ (87   $ (30     Revenue      $ 5      $ (30   $ 51   

Foreign exchange forwards and options

    253        (152     89        Cost of sales        (57     103        60   

Foreign exchange forwards and options

    3        (4     5        Selling and administrative expense        (2     1        1   

Foreign exchange forwards and options

    36        (65     51        Other expense (income), net        (9     34        56   
Total designated cash flow hedges   $ 263      $ (308   $ 115        $ (63   $ 108      $ 168   
Derivatives designated as net investment hedges:                          

Foreign exchange forwards and options

  $ 45      $ (85   $ 66        Other expense (income), net      $ 0      $ 0      $ 0   

 

(1)

For the years ended May 31, 2012, 2011, and 2010, the amounts recorded in other expense (income), net as a result of hedge ineffectiveness and the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

 

    Amount of Gain (Loss) Recognized in
Income on Derivatives
   

Location of Gain (Loss) Recognized

in Income on Derivatives

 
    Year Ended May 31,    
(In millions)   2012     2011     2010    
             
Derivatives designated as fair value hedges:              
Interest rate swaps(1)   $ 6      $ 6      $ 7        Interest expense (income), net   
Derivatives not designated as hedging instruments:              
Foreign exchange forwards and options     64        (30     (91     Other expense (income), net   

Embedded derivatives

  $ 1      $ 0      $ 0        Other expense (income), net   

 

(1)

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

 

Refer to Note 5 — Accrued Liabilities for derivative instruments recorded in accrued liabilities, Note 6 —Fair Value Measurements for a description of how the above financial instruments are valued, Note 14 — Accumulated Other Comprehensive Income and the consolidated statements of shareholders’ equity for additional information on changes in other comprehensive income for the years ended May 31, 2012, 2011 and 2010.

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 will be adversely affected by changes in exchange rates. Foreign currency exposures that the Company may elect to hedge in this manner include product cost exposures, non-functional currency denominated external and intercompany revenues, selling and administrative expenses, investments in U.S. Dollar-denominated available-for-sale debt securities and certain other intercompany transactions.

Product cost exposures are primarily generated through non-functional currency denominated product purchases and the foreign currency adjustment program described below. NIKE entities primarily purchase products in two ways: 1) Certain NIKE entities purchase product from the NIKE Trading Company (“NTC”), a wholly-owned centralized sourcing hub that buys NIKE branded products from external factories, predominantly in U.S. Dollars. The NTC, whose functional currency is the U.S. Dollar, then sells the products to NIKE entities in their respective functional currencies. When the NTC sells to a NIKE entity with a different functional currency, the result is a foreign currency exposure for the NTC; 2) Other NIKE entities purchase product directly from external factories in U.S. Dollars. These purchases generate a foreign currency exposure for those NIKE entities with a functional currency other than the U.S. Dollar.

In January 2012, the Company implemented a foreign currency adjustment program with certain factories. The program is designed to more effectively manage foreign currency risk by assuming certain of the factories’ foreign currency exposures, some of which are natural offsets to our existing foreign currency exposures. Under this program, the Company’s payments to these factories are adjusted for rate fluctuations in the basket of currencies (“factory currency exposure index”) in which the labor, materials and overhead costs incurred by the factories in the production of NIKE branded products (“factory input costs”) are denominated. For the portion of the indices denominated in the local or functional currency of the factory, the Company may elect to place formally designated cash flow hedges. For all currencies within the indices, excluding the U.S. Dollar and the local or functional currency of the factory, an embedded derivative is created upon the factory’s acceptance of NIKE’s purchase order. Embedded derivatives are separated from the related purchase order and their accounting treatment is described further below.

The Company’s policy permits the utilization of derivatives to reduce its foreign currency exposures where internal netting or other strategies cannot be effectively employed. Hedged transactions are denominated primarily in Euros, British Pounds and Japanese Yen. The Company may enter into hedge contracts typically starting 12 to 18 months in advance of the forecasted transaction and may place incremental hedges for up to 100% of the exposure by the time the forecasted transaction occurs.

All changes in fair value of derivatives designated as cash flow hedges, excluding any 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. Effective hedge results are classified within the consolidated statements of income in the same manner as the underlying exposure, with the results of hedges of non-functional currency denominated revenues and product cost exposures, excluding embedded derivatives as described below, recorded in revenues or cost of sales, when the underlying hedged transaction affects consolidated 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 expense (income), net when the securities are sold. Results of hedges of certain anticipated intercompany transactions are recorded in other expense (income), net when the transaction occurs. The Company classifies the cash flows at settlement from these designated cash flow hedge derivatives in the same category as the cash flows from the related hedged items, generally within the cash provided by operations component of the cash flow statement.

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.

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. Ineffectiveness was not material for the years ended May 31, 2012, 2011 and 2010.

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, but is expected to occur within an additional two-month period of time thereafter, the gain or loss on the derivative remains in accumulated other comprehensive income and is reclassified to net income when the forecasted transaction affects consolidated 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 other expense (income), net. 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 expense (income), net. For the years ended May 31, 2012, 2011 and 2010, the amounts recorded in other expense (income), net as a result of the discontinuance of cash flow hedging because the forecasted transaction was no longer probable of occurring were immaterial.

As of May 31, 2012, $162 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 12 months concurrent with the underlying hedged transactions also being recorded in net income. Actual amounts ultimately reclassified to net income are dependent on the exchange rates in effect when derivative contracts that are currently outstanding mature. As of May 31, 2012, the maximum term over which the Company is hedging exposures to the variability of cash flows for its forecasted transactions is 24 months.

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. As of May 31, 2012, all interest rate swap agreements are designated as fair value hedges of the related long-term debt and meet the shortcut method requirements under the accounting standards for derivatives and hedging. Accordingly, changes in the fair values of the interest rate swap agreements are considered to exactly offset changes in the fair value of the underlying long-term debt. The cash flows associated with the Company’s fair value hedges are periodic interest payments while the swaps are outstanding, which are reflected within the cash provided by operations component of the cash flow statement. The Company recorded no ineffectiveness from its interest rate swaps designated as fair value hedges for the years ended May 31, 2012, 2011, or 2010.

Net Investment Hedges

The Company also hedges the risk of variability in foreign-currency-denominated net investments in wholly-owned international operations. All changes in fair value of the derivatives designated as net investment hedges, except ineffective portions, are reported in the cumulative translation adjustment component of other comprehensive income along with the foreign currency translation adjustments on those investments. The Company classifies the cash flows at settlement of its net investment hedges within the cash used by investing component of the cash flow statement. The Company assesses hedge effectiveness based on changes in forward rates. The Company recorded no ineffectiveness from its net investment hedges for the years ended May 31, 2012, 2011, or 2010.

Embedded Derivatives

As described above, for currencies within the factory currency exposure indices that are neither the U.S. Dollar nor the local or functional currency of the factory, an embedded derivative is created upon the factory’s acceptance of NIKE’s purchase order. Embedded derivatives are treated as foreign currency forward contracts that are bifurcated from the related purchase order and recorded at fair value as a derivative asset or liability on the balance sheet with their corresponding change in fair value recognized in other expense (income), net from the date a purchase order is accepted by a factory through the date the purchase price is no longer subject to foreign currency fluctuations. At May 31, 2012, the notional amount of embedded derivatives was approximately $131 million. For the year ended May 31, 2012, a $1 million gain was recorded within other expense (income), net related to embedded derivatives. There were no amounts recognized in other expense (income), net for the years ended May 31, 2011 or 2010.

Undesignated Derivative Instruments

The Company may elect to enter into foreign exchange forwards to mitigate the change in fair value of specific assets and liabilities on the balance sheet and/or the embedded derivative contracts explained above. These forwards are not designated as hedging instruments under the accounting standards for derivatives and hedging. Accordingly, these undesignated instruments are recorded at fair value as a derivative asset or liability on the balance sheet with their corresponding change in fair value recognized in other expense (income), net, together with the re-measurement gain or loss from the hedged balance sheet position or embedded derivative contract. The Company classifies the cash flows at settlement from undesignated instruments in the same category as the cash flows from the related hedged items, generally within the cash provided by operations component of the cash flow statement.

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 managed according to prescribed guidelines. The Company also utilizes a portfolio of financial institutions either headquartered or operating in the same countries in which the Company conducts its business.

The Company’s derivative contracts contain credit risk related contingent features designed to protect against significant deterioration in counterparties’ creditworthiness and their ultimate ability to settle outstanding derivative contracts in the normal course of business. The Company’s bilateral credit related contingent features require the owing entity, either the Company or the derivative counterparty, to post collateral for the portion of the fair value in excess of $50 million should the fair value of outstanding derivatives per counterparty be greater than $50 million. Additionally, a certain level of decline in credit rating of either the Company or the counterparty could also trigger collateral requirements. As of May 31, 2012, the Company was in compliance with all credit risk related contingent features and the aggregate fair value of derivative instruments with credit risk related contingent features that were in a net liability position was $6 million. Accordingly, the Company was not required to post any collateral as a result of these contingent features. Given the considerations described above, the Company considers the impact of the risk of counterparty default to be immaterial.

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Operating Segments and Related Information
12 Months Ended
May 31, 2012
Operating Segments and Related Information

NOTE 17 — Operating Segments and Related Information

 

 

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, development, marketing and selling of sports and fitness footwear, apparel, and equipment. The Company’s reportable operating segments for the NIKE Brand are: North America, Western Europe, Central & Eastern Europe, Greater China, Japan, and Emerging Markets. The Company’s NIKE Brand Direct to Consumer operations are managed within each geographic segment.

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

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

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, net and income taxes in the consolidated statements of income. Reconciling items for EBIT represent corporate expense items that are not allocated to the operating segments for management reporting.

As part of our centrally managed foreign exchange risk management program, standard foreign currency rates are assigned twice per year to each NIKE Brand entity in our geographic operating segments and certain Other Businesses. These rates are set approximately nine months in advance of the future selling season based on average market spot rates in the calendar month preceding the date they are established. Inventories and cost of sales for geographic operating segments and certain Other Businesses reflect use of these standard rates to record non-functional currency product purchases in the entity’s functional currency. Differences between assigned standard foreign currency rates and actual market rates are included in Corporate, together with foreign currency hedge gains and losses generated from our centrally managed foreign exchange risk management program and other conversion gains and losses.

Accounts receivable, inventories and property, plant and equipment for operating segments are regularly reviewed by management and are therefore provided below. Additions to long-lived assets as presented in the following table represent capital expenditures.

Certain prior year amounts have been reclassified to conform to fiscal 2012 presentation.

 

    Year Ended May 31,  
(In millions)                            2012                              2011                              2010  
REVENUE            

North America

  $ 8,839      $ 7,579      $ 6,697   

Western Europe

    4,144        3,868        3,839   

Central & Eastern Europe

    1,200        1,040        999   

Greater China

    2,539        2,060        1,742   

Japan

    829        766        882   

Emerging Markets

    3,410        2,736        2,198   

Global Brand Divisions

    111        96        86   
Total NIKE Brand     21,072        18,145        16,443   

Other Businesses

    3,095        2,786        2,564   

Corporate

    (39     (69     7   
TOTAL NIKE CONSOLIDATED REVENUES   $ 24,128      $ 20,862      $ 19,014   
EARNINGS BEFORE INTEREST AND TAXES            

North America

  $ 2,007      $ 1,736      $ 1,538   

Western Europe

    597        730        807   

Central & Eastern Europe

    234        244        249   

Greater China

    911        777        637   

Japan

    136        114        180   

Emerging Markets

    853        688        521   

Global Brand Divisions

    (1,177     (971     (866
Total NIKE Brand     3,561        3,318        3,066   

Other Businesses

    341        335        298   

Corporate

    (916     (805     (841
Total NIKE Consolidated Earnings Before Interest and Taxes     2,986        2,848        2,523   

Interest expense (income), net

    3        4        6   
TOTAL NIKE CONSOLIDATED EARNINGS BEFORE TAXES   $ 2,983      $ 2,844      $ 2,517   
ADDITIONS TO LONG-LIVED ASSETS            

North America

  $ 131      $ 79      $ 45   

Western Europe

    93        75        59   

Central & Eastern Europe

    20        5        4   

Greater China

    38        43        80   

Japan

    14        9        12   

Emerging Markets

    27        21        11   

Global Brand Divisions

    131        44        30   
Total NIKE Brand     454        276        241   

Other Businesses

    34        38        52   

Corporate

    109        118        42   
TOTAL ADDITIONS TO LONG-LIVED ASSETS   $ 597      $ 432      $ 335   
DEPRECIATION            

North America

  $ 78      $ 70      $ 65   

Western Europe

    62        52        57   

Central & Eastern Europe

    6        4        4   

Greater China

    25        19        11   

Japan

    23        22        26   

Emerging Markets

    15        14        12   

Global Brand Divisions

    53        39        33   
Total NIKE Brand     262        220        208   

Other Businesses

    45        44        46   

Corporate

    66        71        70   
TOTAL DEPRECIATION   $ 373      $ 335      $ 324   

 

    May 31,  
(In millions)                            2012                              2011  
ACCOUNTS RECEIVABLE, NET          

North America

  $ 1,149      $ 1,069   

Western Europe

    420        500   

Central & Eastern Europe

    261        290   

Greater China

    221        140   

Japan

    152        153   

Emerging Markets

    476        466   

Global Brand Divisions

    30        23   
Total NIKE Brand     2,709        2,641   

Other Businesses

    549        471   

Corporate

    22        26   
TOTAL ACCOUNTS RECEIVABLE, NET   $ 3,280      $ 3,138   
INVENTORIES    

North America

  $ 1,272      $ 1,034   

Western Europe

    488        434   

Central & Eastern Europe

    180        145   

Greater China

    217        152   

Japan

    83        82   

Emerging Markets

    521        429   

Global Brand Divisions

    35        25   
Total NIKE Brand     2,796        2,301   

Other Businesses

    511        414   

Corporate

    43        0   
TOTAL INVENTORIES   $ 3,350      $ 2,715   
PROPERTY, PLANT AND EQUIPMENT, NET    

North America

  $ 378      $ 330   

Western Europe

    314        338   

Central & Eastern Europe

    30        13   

Greater China

    191        179   

Japan

    359        360   

Emerging Markets

    59        58   

Global Brand Divisions

    205        116   
Total NIKE Brand     1,536        1,394   

Other Businesses

    146        164   

Corporate

    597        557   
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET   $ 2,279      $ 2,115   

 

Revenues by Major Product Lines. Revenues to external customers for NIKE Brand products are attributable to sales of footwear, apparel and equipment. Other revenues to external customers primarily include external sales by Cole Haan, Converse, Hurley, NIKE Golf, and Umbro.

 

    Year Ended May 31,  
(In millions)                            2012                              2011                              2010  
Footwear   $ 13,426      $ 11,518      $ 10,301   
Apparel     6,333        5,513        5,026   
Equipment     1,202        1,018        1,030   
Other     3,167        2,813        2,657   
    $ 24,128      $ 20,862      $ 19,014   

 

Revenues and Long-Lived Assets by Geographic Area

Geographical area information is similar to what is reflected above under operating segments with the exception of the Other activity, which has been allocated to the geographical areas based on the location where the sales originated. Revenues derived in the United States were $10,247 million, $8,956 million, and $7,914 million for the years ended May 31, 2012, 2011, and 2010, respectively. The Company’s largest concentrations of long-lived assets primarily consist of the Company’s world headquarters and distribution facilities in the United States and distribution facilities in Japan, Belgium and China. Long-lived assets attributable to operations in the United States, which are comprised of net property, plant & equipment, were $1,260 million, $1,115 million, and $1,070 million at May 31, 2012, 2011, and 2010, respectively. Long-lived assets attributable to operations in Japan were $363 million at May 31, 2012 and 2011, and $336 million at May 31, 2010. Long-lived assets attributable to operations in Belgium were $164 million, $182 million, and $164 million at May 31, 2012, 2011, and 2010, respectively. Long-lived assets attributable to operations in China were $188 million, $175 million, and $144 million at May 31, 2012, 2011, and 2010, respectively.

Major Customers

No customer accounted for 10% or more of the Company’s net revenues during the years ended May 31, 2012, 2011, and 2010.

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SCHEDULE II - Valuation and qualifying accounts
12 Months Ended
May 31, 2012
SCHEDULE II - Valuation and qualifying accounts

SCHEDULE II — Valuation and qualifying accounts

 

(In millions)   Balance at
Beginning of Period
    Charged to Costs
and Expenses
    Charged to
Other Accounts
   

Write-Offs Net

of Recoveries

    Balance at End
of Period
 

Allowance for doubtful accounts

(current and non-current)(1)

         
For the year ended May 31, 2010   $ 111      $ 46      $ (10   $ (30   $ 117   
For the year ended May 31, 2011     117        25        15        (33     124   
For the year ended May 31, 2012     124        24        (10     (43     95   

 

(1)

The non-current portion of the allowance for doubtful accounts is classified in deferred income taxes and other assets on the consolidated balance sheets.

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Summary of Significant Accounting Policies (Policies)
12 Months Ended
May 31, 2012
Basis of Consolidation

Basis of Consolidation

The consolidated financial statements include the accounts of NIKE, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions and balances have been eliminated.

Recognition of Revenues

Recognition of Revenues

Wholesale revenues are recognized when title and the risks and rewards of ownership have passed to the customer, based on the terms of sale. This occurs upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer. Retail store revenues are recorded at the time of sale. Provisions for sales discounts, returns and miscellaneous claims from customers are recorded as a reduction to revenue at the time of sale. As of May 31, 2012 and 2011, the Company’s reserve balances for sales discounts, returns and miscellaneous claims were $480 million and $423 million, respectively.

Shipping and Handling Costs

Shipping and Handling Costs

Shipping and handling costs are expensed as incurred and included in cost of sales.

Demand Creation Expense

Demand Creation Expense

Demand creation expense consists of advertising and promotion costs, including costs of endorsement contracts, television, digital and print advertising, brand events, and retail brand presentation. Advertising production costs are expensed the first time an advertisement is run. Advertising placement costs are expensed in the month the advertising appears, while costs related to brand events are expensed when the event occurs. Costs related to retail brand presentation are expensed when the presentation is completed and delivered.

A significant amount of the Company’s promotional expenses result from payments under endorsement contracts. Accounting for endorsement payments is based upon specific contract provisions. Generally, endorsement payments are expensed on a straight-line basis over the term of the contract after giving recognition to periodic performance compliance provisions of the contracts. Prepayments made under contracts are included in prepaid expenses or other assets depending on the period to which the prepayment applies.

Some of the contracts provide for contingent payments to endorsers based upon specific achievements in their sports (e.g., winning a championship). The Company records selling and administrative expense for these amounts when the endorser achieves the specific goal.

Some of the contracts provide for payments based upon endorsers maintaining a level of performance in their sport over an extended period of time (e.g., maintaining a top ranking in a sport for a year). These amounts are recorded in selling and administrative expense when the Company determines that it is probable that the specified level of performance will be maintained throughout the period. In these instances, to the extent that actual payments to the endorser differ from our estimate due to changes in the endorser’s athletic performance, increased or decreased selling and administrative expense may be recorded in a future period.

Some of the contracts provide for royalty payments to endorsers based upon a predetermined percentage of sales of particular products. The Company expenses these payments in cost of sales as the related sales occur. In certain contracts, the Company offers minimum guaranteed royalty payments. For contractual obligations for which the Company estimates it will not meet the minimum guaranteed amount of royalty fees through sales of product, the Company records the amount of the guaranteed payment in excess of that earned through sales of product in selling and administrative expense uniformly over the remaining guarantee period.

Through cooperative advertising programs, the Company reimburses retail customers for certain costs of advertising the Company’s products. The Company records these costs in selling and administrative expense at the point in time when it is obligated to its customers for the costs, which is when the related revenues are recognized. This obligation may arise prior to the related advertisement being run.

Total advertising and promotion expenses were $2,711 million, $2,448 million, and $2,356 million for the years ended May 31, 2012, 2011 and 2010, respectively. Prepaid advertising and promotion expenses recorded in prepaid expenses and other assets totaled $309 million and $291 million at May 31, 2012 and 2011, respectively.

Cash and Equivalents

Cash and Equivalents

Cash and equivalents represent cash and short-term, highly liquid investments with maturities of three months or less at date of purchase. The carrying amounts reflected in the consolidated balance sheets for cash and equivalents approximate fair value.

Short-Term Investments

Short-Term Investments

Short-term investments consist of highly liquid investments, including commercial paper, U.S. treasury, U.S. agency, and corporate debt securities, with maturities over three months from the date of purchase. Debt securities that the Company has the ability and positive intent to hold to maturity are carried at amortized cost. At May 31, 2012 and 2011, the Company did not hold any short-term investments that were classified as trading or held-to-maturity.

At May 31, 2012 and 2011, short-term investments consisted of available-for-sale securities. Available-for-sale securities are recorded at fair value with unrealized gains and losses reported, net of tax, in other comprehensive income, unless unrealized losses are determined to be other than temporary. Realized gains and losses on the sale of securities are determined by specific identification. 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 at the date of purchase as current assets within short-term investments on the consolidated balance sheets.

See Note 6 — Fair Value Measurements for more information on the Company’s short-term investments.

Allowance for Uncollectible Accounts Receivable

Allowance for Uncollectible Accounts Receivable

Accounts receivable consists primarily of amounts receivable from customers. We make ongoing estimates relating to the collectability of our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we consider our historical level of credit losses and make judgments about the creditworthiness of significant customers based on ongoing credit evaluations. Accounts receivable with anticipated collection dates greater than 12 months from the balance sheet date and related allowances are considered non-current and recorded in other assets. The allowance for uncollectible accounts receivable was $95 million and $124 million at May 31, 2012 and 2011, respectively, of which $45 million and $50 million, respectively, was classified as long-term and recorded in other assets.

Inventory Valuation

Inventory Valuation

Inventories are stated at lower of cost or market and valued on an average cost basis.

Property, Plant and Equipment and Depreciation

Property, Plant and Equipment and Depreciation

Property, plant and equipment are recorded at cost. Depreciation for financial reporting purposes is determined on a straight-line basis for buildings and leasehold improvements over 2 to 40 years and for machinery and equipment over 2 to 15 years.

Depreciation and amortization of assets used in manufacturing, warehousing and product distribution are recorded in cost of sales. Depreciation and amortization of other assets are recorded in selling and administrative expense.

Software Development Costs

Internal Use Software. Expenditures for major software purchases and software developed for internal use are capitalized and amortized over a 2 to 10 year period on a straight-line basis. The Company’s policy provides for the capitalization of external direct costs of materials and services associated with developing or obtaining internal use computer software. In addition, the Company also capitalizes certain payroll and payroll-related costs for employees who are directly associated with internal use computer software projects. The amount of capitalizable payroll costs with respect to these employees is limited to the time directly spent on such projects. Costs associated with preliminary project stage activities, training, maintenance and all other post-implementation stage activities are expensed as incurred.

Computer Software to be Sold, Leased or Otherwise Marketed. Development costs of computer software to be sold, leased, or otherwise marketed as an integral part of a product are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally most software development costs have been expensed as incurred.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that would necessitate an impairment assessment include a significant adverse change in the extent or manner in which an asset is used, a significant adverse change in legal factors or the business climate that could affect the value of the asset, or a significant decline in the observable market value of an asset, among others. If such facts indicate a potential impairment, the Company would assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company will estimate the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value.

Identifiable Intangible Assets and Goodwill

Identifiable Intangible Assets and Goodwill

The Company performs annual impairment tests on goodwill and intangible assets with indefinite lives in the fourth quarter of each fiscal year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit or an intangible asset with an indefinite life below its carrying value. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, planned divestitures or an expectation that the carrying amount may not be recoverable, among other factors. The impairment test requires the Company to estimate the fair value of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and the Company proceeds to step two of the impairment analysis. In step two of the analysis, the Company measures and records an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value if any.

The Company generally bases its measurement of the fair value of a reporting unit on a blended analysis of the present value of future discounted cash flows and the market valuation approach. The discounted cash flows model indicates the fair value of the reporting unit based on the present value of the cash flows that the Company expects the reporting unit to generate in the future. The Company’s significant estimates in the discounted cash flows model include: its weighted average cost of capital; long-term rate of growth and profitability of the reporting unit’s business; and working capital effects. The market valuation approach indicates the fair value of the business based on a comparison of the reporting unit to comparable publicly traded companies in similar lines of business. Significant estimates in the market valuation approach model include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting unit.

Indefinite-lived intangible assets primarily consist of acquired trade names and trademarks. In measuring the fair value for these intangible assets, the Company utilizes the relief-from-royalty method. This method assumes that trade names and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires the Company to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.

On May 31, 2012, the Company announced its intention to divest of the Cole Haan and Umbro businesses. As of May 31, 2012, Cole Haan had no goodwill or indefinite-lived intangible assets on the Company’s balance sheet, while Umbro had $70 million of goodwill and $164 million of trademark and other intangible assets. As of May 31, 2012, both asset groups for Cole Haan and Umbro did not quality as “assets-held-for-sale” under applicable accounting guidance. The decision to divest these businesses was deemed a triggering event to perform an impairment analysis of Umbro’s intangible assets at that date and was considered in the Company’s fourth quarter impairment analysis. The Company is currently in the process of preparing the businesses for divestiture and identifying potential acquirers. Therefore, the Company believes the weighted use of discounted cash flows and the market valuation approach is the best method for determining the fair value of the Umbro reporting unit because these are the most common valuation methodologies used within its industry; and the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis. As discussed above, the asset groups for Umbro did not qualify as “assets-held-for-sale”; therefore, the Company did not consider potential disposition costs or cumulative translation adjustments in the carrying value of the Umbro reporting unit in its fiscal 2012 fourth quarter impairment analysis. Because the Company is still in the preliminary stages of the divestiture process and has not yet identified potential acquirers or the likely deal structure, these methods represent management’s best estimate of the fair value of the Umbro business. The Company’s analysis determined there was no impairment of intangible assets or goodwill related to Umbro. If the sales process indicates a fair value that is below the current carrying value of the reporting unit, an analysis would be required to determine if impairment charges exist at that point.

Operating Leases

The Company leases retail store space, certain distribution and warehouse facilities and office space under operating leases. Operating lease agreements may contain rent escalation clauses, rent holidays or certain landlord incentives, including tenant improvement allowances. Rent expense for non-cancelable operating leases with scheduled rent increases or landlord incentives are recognized on a straight-line basis over the lease term, beginning with the effective lease commencement date, which is generally the date in which the Company takes possession of or controls the physical use of the property. Certain leases also provide for contingent rents, which are determined as a percentage of sales in excess of specified levels. A contingent rent liability is recognized together with the corresponding rent expense when specified levels have been achieved or when the Company determines that achieving the specified levels during the period is probable.

Fair Value Measurements

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including derivatives and available-for-sale securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the FASB that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach, and cost approach).

The levels of 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 conservative level of input that is significant to the fair value measurement.

Pricing vendors are utilized for certain Level 1 or Level 2 investments. These vendors either provide a quoted market price in an active market or use observable inputs without applying significant adjustments in their pricing. Observable inputs include broker quotes, interest rates and yield curves observable at commonly quoted intervals, volatilities and credit risks. The Company’s fair value processes include controls that are designed to ensure appropriate fair values are recorded. These controls include an analysis of period-over-period fluctuations and comparison to another independent pricing vendor.

Refer to Note 6 — Fair Value Measurements for additional information

Foreign Currency Translation and Foreign Currency Transactions

Foreign Currency Translation and Foreign Currency Transactions

Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are included in the foreign currency translation adjustment, a component of accumulated other comprehensive income in shareholders’ equity.

The Company’s global subsidiaries have various assets and liabilities, primarily receivables and payables, which are denominated in currencies other than their functional currency. These balance sheet items are subject to remeasurement, the impact of which is recorded in other expense (income), net, within the consolidated statements of income.

Accounting for Derivatives and Hedging Activities

Accounting for Derivatives and Hedging Activities

The Company uses derivative financial instruments to limit exposure to changes in foreign currency exchange rates and interest rates. All derivatives are recorded at fair value on the balance sheet and changes in the fair value of derivative financial instruments are either recognized in other comprehensive income (a component of shareholders’ equity), debt or net income depending on the nature of the underlying exposure, whether the derivative is formally designated as a hedge, and, if designated, the extent to which the hedge is effective. The Company classifies the cash flows at settlement from derivatives in the same category as the cash flows from the related hedged items. For undesignated hedges and designated cash flow hedges, this is within the cash provided by operations component of the consolidated statements of cash flows. For designated net investment hedges, this is generally within the cash used by investing activities component of the cash flow statement. As our fair value hedges are receive-fixed, pay-variable interest rate swaps, the cash flows associated with these derivative instruments are periodic interest payments while the swaps are outstanding. These cash flows are reflected within the cash provided by operations component of the cash flow statement.

See Note 16 — Risk Management and Derivatives for more information on the Company’s risk management program and derivatives.

Stock-Based Compensation

Stock-Based Compensation

The Company estimates the fair value of options and stock appreciation rights granted under the NIKE, Inc. 1990 Stock Incentive Plan (the “1990 Plan”) and employees’ purchase rights under the Employee Stock Purchase Plans (“ESPPs”) using the Black-Scholes option pricing model. The Company recognizes this fair value, net of estimated forfeitures, as selling and administrative expense in the consolidated statements of income over the vesting period using the straight-line method.

See Note 11 — Common Stock and Stock-Based Compensation for more information on the Company’s stock programs.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce deferred tax assets to the amount management believes is more likely than not to be realized. United States income taxes are provided currently on financial statement earnings of non-U.S. subsidiaries that are expected to be repatriated. The Company determines annually the amount of undistributed non-U.S. earnings to invest indefinitely in its non-U.S. operations.

The Company recognizes a tax benefit from uncertain tax positions in the financial statements only when it is more likely than not that the position will be sustained upon examination by relevant tax authorities. The Company recognizes interest and penalties related to income tax matters in income tax expense.

See Note 9 — Income Taxes for further discussion.

Earnings Per Share

Earnings Per Share

Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the year. Diluted earnings per common share is calculated by adjusting weighted average outstanding shares, assuming conversion of all potentially dilutive stock options and awards.

See Note 12 — Earnings Per Share for further discussion.

Management Estimates

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates, including estimates relating to assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In April 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between U.S. GAAP and International Financial Reporting Standards. This new guidance, which became effective for the Company beginning March 1, 2012, amends current U.S. GAAP fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The adoption did not have a material impact on the Company’s consolidated financial position or results of operations.

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3 of the fair value measurement hierarchy (as described in Note 6. —Fair Value Measurements). This guidance became effective for the Company beginning March 1, 2010, except for disclosures relating to purchases, sales, issuances and settlements of Level 3 assets and liabilities, which became effective for the Company beginning June 1, 2011. As this guidance only requires expanded disclosures, the adoption did not have an impact on the Company’s consolidated financial position or results of operations.

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

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In December 2011, the FASB issued guidance enhancing disclosure requirements surrounding the nature of an entity’s right to offset and related arrangements associated with its financial instruments and derivative instruments. This new guidance requires companies to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to master netting arrangements. This new guidance is effective for the Company beginning June 1, 2013. As this guidance only requires expanded disclosures, the Company does not anticipate the adoption will have an impact on its consolidated financial position or results of operations.

In September 2011, the FASB issued updated guidance on the periodic testing of goodwill for impairment. This guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. This new guidance is effective for the Company beginning June 1, 2012. The Company does not expect the adoption will have a material effect on its consolidated financial position or results of operations.

In June 2011, the FASB issued guidance on the presentation of comprehensive income. This new guidance eliminates the current option to report other comprehensive income and its components in the statement of shareholders’ equity. Companies will now be required to present the components of net income and other comprehensive income in either one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. This guidance also required companies to present reclassification adjustments out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. However, in December 2011, the FASB issued guidance which indefinitely defers the requirement related to the presentation of reclassification adjustments. Both issuances on the presentation of comprehensive income are effective for the Company beginning June 1, 2012. As this guidance only amends the presentation of the components of comprehensive income, the Company does not anticipate the adoption will have an impact on its consolidated financial position or results of operations.

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Property, Plant and Equipment (Tables)
12 Months Ended
May 31, 2012
Schedule of Property, Plant and Equipment

Property, plant and equipment included the following:

 

    As of May 31,  
(In millions)                            2012                              2011  
Land   $ 252      $ 237   
Buildings     1,158        1,124   
Machinery, equipment and internal-use software     2,755        2,487   
Leasehold improvements     968        931   
Construction in process     111        127   
    5,244        4,906   
Less accumulated depreciation     2,965        2,791   
    $ 2,279      $ 2,115   
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Identifiable Intangible Assets and Goodwill (Tables)
12 Months Ended
May 31, 2012
Schedule of Intangible Assets by Major Class

The following table summarizes the Company’s identifiable intangible asset balances as of May 31, 2012 and 2011:

 

    May 31, 2012     May 31, 2011  
(In millions)  

Gross Carrying

Amount

   

Accumulated

Amortization

   

Net Carrying

Amount

   

Gross Carrying

Amount

   

Accumulated

Amortization

   

Net Carrying

Amount

 
Amortized intangible assets:                              

Patents

  $ 99      $ (29   $ 70      $ 80      $ (24   $ 56   

Trademarks

    41        (26     15        44        (25     19   

Other

    94        (30     64        47        (22     25   
TOTAL   $ 234      $ (85   $ 149      $ 171      $ (71   $ 100   

Unamortized intangible assets —    

Trademarks

                    386                        387   

IDENTIFIABLE INTANGIBLE

ASSETS, NET

                  $ 535                      $ 487   
Schedule of Goodwill

All goodwill balances are included in the Company’s “Other” category for segment reporting purposes. The following table summarizes the Company’s goodwill balance as of May 31, 2012 and 2011:

 

(In millions)               Goodwill         Accumulated
Impairment
        Goodwill, net  
May 31, 2010   $ 387      $ (199   $ 188   
Umbro France(1)     10        0        10   
Other(2)     7        0        7   
May 31, 2011     404        (199     205   
Other(2)     (4     0        (4
MAY 31, 2012   $ 400      $ (199   $ 201   

 

(1)

In March 2011, Umbro acquired the remaining 51% of the exclusive licensee and distributor of the Umbro brand in France for approximately $15 million.

 

(2)

Other consists of foreign currency translation adjustments on Umbro goodwill.

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Accrued Liabilities (Tables)
12 Months Ended
May 31, 2012
Schedule of Accrued Liabilities

Accrued liabilities included the following:

 

    May 31,  
(In millions)                            2012                              2011  
Compensation and benefits, excluding taxes   $ 711      $ 628   
Endorsement compensation     294        284   
Taxes other than income taxes     179        214   
Dividends payable     165        145   
Import and logistics costs     133        98   
Advertising and marketing     132        139   
Fair value of derivatives     55        186   
Other(1)     384        291   
    $ 2,053      $ 1,985   

 

(1)

Other consists of various accrued expenses with no individual item accounting for more than 5% of the balance at May 31, 2012 and 2011.

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Fair Value Measurements (Tables)
12 Months Ended
May 31, 2012
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of May 31, 2012 and 2011 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. Refer to Note 1 – Summary of Significant Accounting Policies for additional detail regarding the Company’s fair value measurement methodology.

 

    May 31, 2012
   

Fair Value

Measurements Using

    Assets/Liabilities
at Fair Value
     
(In millions)   Level 1     Level 2     Level 3       Balance Sheet Classification
ASSETS                                    
Derivatives:                                    

Foreign exchange forwards and options

  $ 0      $ 265      $ 0      $ 265      Other current assets and other long-term assets

Embedded derivatives

    0        1        0        1      Other current assets

Interest rate swap contracts

    0        15        0        15      Other current assets and other long-term assets
Total derivatives     0        281        0        281       
Available-for-sale securities:                                    

U.S. Treasury securities

    226        0        0        226      Cash and equivalents

U.S. Agency securities

    0        254        0        254      Cash and equivalents

Commercial paper and bonds

    0        159        0        159      Cash and equivalents

Money market funds

    0        770        0        770      Cash and equivalents

U.S. Treasury securities

    927        0        0        927      Short-term investments

U.S. Agency securities

    0        230        0        230      Short-term investments

Commercial paper and bonds

    0        283        0        283      Short-term investments

Non-marketable preferred stock

    0        0        3        3      Other long-term assets
Total available-for-sale securities     1,153        1,696        3        2,852       
TOTAL ASSETS   $   1,153      $   1,977      $ 3      $ 3,133       
LIABILITIES                                    
Derivatives:                                    
Foreign exchange forwards and options   $ 0      $ 55      $ 0      $ 55      Accrued liabilities and other long-term liabilities
TOTAL LIABILITIES   $ 0      $ 55      $ 0      $ 55       

 

    May 31, 2011  
   

Fair Value

Measurements Using

    Assets / Liabilities
at Fair Value
       
(In millions)     Level 1       Level 2       Level 3       Balance Sheet Classification  

ASSETS

                                       
Derivatives:          

Foreign exchange forwards and options

  $ 0      $ 38      $ 0      $ 38        Other current assets and other long-term assets   

Interest rate swap contracts

    0        15        0        15        Other current assets and other long-term assets   
Total derivatives     0        53        0        53     
Available-for-sale securities:          

U.S. Treasury securities

    125        0        0        125        Cash and equivalents   

Commercial paper and bonds

    0        157        0        157        Cash and equivalents   

Money market funds

    0        780        0        780        Cash and equivalents   

U.S. Treasury securities

    1,473        0        0        1,473        Short-term investments   

U.S. Agency securities

    0        308        0        308        Short-term investments   

Commercial paper and bonds

    0        802        0        802        Short-term investments   
Total available-for-sale securities     1,598        2,047        0        3,645           
TOTAL ASSETS   $ 1,598      $ 2,100      $      $ 3,698           
LIABILITIES          
Derivatives:          

Foreign exchange forwards and options

  $ 0      $ 197      $ 0      $ 197        Accrued liabilities and other long-term liabilities   
TOTAL LIABILITIES   $ 0      $ 197      $ 0      $ 197           
Available-for-sale Securities

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

 

    As of May 31,  
(In millions)                            2012                              2011  
Available-for-sale investments:          

U.S. treasury and agencies

  $ 1,157      $ 1,781   

Commercial paper and bonds

    283        802   
TOTAL AVAILABLE-FOR-SALE INVESTMENTS   $ 1,440      $ 2,583   
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Short-Term Borrowings and Credit Lines (Tables)
12 Months Ended
May 31, 2012
Schedule of Short-term Debt

Notes payable and interest-bearing accounts payable to Sojitz Corporation of America (“Sojitz America”) as of May 31, 2012 and 2011, are summarized below:

 

    May 31,  
    2012     2011  
(In millions)               Borrowings         Interest Rate                 Borrowings         Interest Rate  
Notes payable:                    

U.S. operations

    30        5.50 %(1)      35        0.00 %(1) 

Non-U.S. operations

    78        9.46 %(1)      152        7.05 %(1) 
    $ 108              $ 187           
Interest-Bearing Accounts Payable:                    
Sojitz America   $ 75        1.10   $ 111        0.99

 

(1)

Weighted average interest rate includes non-interest bearing overdrafts.

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Long-Term Debt (Tables)
12 Months Ended
May 31, 2012
Schedule of Long-term Debt Instruments

Long-term debt, net of unamortized premiums and discounts and swap fair value adjustments, is comprised of the following:

 

                      Book Value Outstanding
As of May 31,
 
Scheduled Maturity   Original
Principal
    Interest
Rate
    Interest
Payments
    2012     2011  
    (In millions)           (In millions)  
Corporate Bond Payables:(1)                      

July 23, 2012

  $ 25        5.66     Semi-Annually      $ 25      $ 26   

August 7, 2012

  $ 15        5.40     Semi-Annually        15        16   

October 1, 2013

  $ 50        4.70     Semi-Annually        50        50   

October 15, 2015

  $ 100        5.15     Semi-Annually        115        114   
Japanese Yen Notes:                      

June 26, 2011

  ¥ 10,500        4.30     Semi-Annually        0        130   

February 14, 2012

  ¥ 5,000        1.52     Semi-Annually        0        62   

August 20, 2001 through November 20, 2020(2)

  ¥ 9,000        2.60     Quarterly        50        54   

August 20, 2001 through November 20, 2020(2)

  ¥ 4,000        2.00     Quarterly        22        24   

Total

                            277        476   

Less current maturities

                            49        200   
                            $ 228      $ 276   

 

(1)

For each of these notes, except the $50 million note maturing in October 1, 2013, the Company has entered into interest rate swap agreements whereby the Company receives fixed interest payments at the same rate as the notes and pays variable interest payments based on the six-month LIBOR plus a spread. Each swap has the same notional amount and maturity date as the corresponding note. At May 31, 2012, the interest rates payable on these swap agreements ranged from approximately 0.6% to 1.0%.

 

(2)

NIKE Logistics YK assumed a total of ¥13.0 billion in loans as part of its agreement to purchase a distribution center in Japan, which serves as collateral for the loans. These loans mature in equal quarterly installments during the period August 20, 2001 through November 20, 2020.

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Income Taxes (Tables)
12 Months Ended
May 31, 2012
Schedule of Income before Income Tax, Domestic and Foreign

Income before income taxes is as follows:

 

    Year Ended May 31,  
(In millions)                        2012     2011     2010  
Income before income taxes:            

United States

  $ 792      $ 1,084      $ 699   

Foreign

    2,191        1,760        1,818   
    $                      2,983      $                          2,844      $             2,517   
Schedule of Components of Income Tax Expense (Benefit)

The provision for income taxes is as follows:

 

    Year Ended May 31,  
(In millions)                            2012                          2011                          2010  
Current:            

United States

           

Federal

  $                      274      $ 289      $ 200   

State

    51        57        50   

Foreign

    495        441        349   
      820        787        599   
Deferred:            

United States

           

Federal

    (54     (61     18   

State

    4        0        (1
Foreign     (10     (15     (6
 

 

 

 
      (60     (76     11   
    $ 760      $                      711      $                      610   
Schedule of Effective Income Tax Rate Reconciliation

A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate follows:

 

    Year Ended May 31,  
                          2012                          2011                          2010  
Federal income tax rate     35.0     35.0     35.0
State taxes, net of federal benefit     1.3     1.3     1.3
Foreign earnings     -11.5     -10.5     -12.7
Other, net     0.7     -0.8     0.6
EFFECTIVE INCOME TAX RATE     25.5     25.0     24.2
Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and (liabilities) are comprised of the following:

 

    May 31,  
(In millions)                        2012                          2011  
Deferred tax assets:          

Allowance for doubtful accounts

  $ 18      $ 19   

Inventories

    40        63   

Sales return reserves

    85        72   

Deferred compensation

    177        152   

Stock-based compensation

    144        148   

Reserves and accrued liabilities

    68        66   

Foreign loss carry-forwards

    76        60   

Foreign tax credit carry-forwards

    216        236   

Hedges

    0        21   

Undistributed earnings of foreign subsidiaries

    82        0   

Other

    71        86   
Total deferred tax assets     977        923   
Valuation allowance     (81     (51
Total deferred tax assets after valuation allowance     896        872   
Deferred tax liabilities:          

Undistributed earnings of foreign subsidiaries

    0        (40

Property, plant and equipment

    (186     (151

Intangibles

    (98     (97

Other

    (21     (21
Total deferred tax liability     (305     (309
NET DEFERRED TAX ASSET   $ 591      $ 563   
Unrecognized Tax Benefits Reconciliation

The following is a reconciliation of the changes in the gross balance of unrecognized tax benefits, excluding interest and penalties:

 

    May 31,  
(In millions)                        2012                          2011                          2010  
Unrecognized tax benefits, as of the beginning of the period   $ 212      $ 282      $ 274   
Gross increases related to prior period tax positions     48        13        87   
Gross decreases related to prior period tax positions     (25     (98     (122
Gross increases related to current period tax positions     91        59        52   
Gross decreases related to current period tax positions     (1     (6     0   
Settlements     (20     (43     (3
Lapse of statute of limitations     (9     (8     (9
Changes due to currency translation     (11     13        3   
UNRECOGNIZED TAX BENEFITS, AS OF THE END OF THE PERIOD   $ 285      $ 212      $ 282   
Summary of Operating Loss Carryforwards

The Company has available domestic and foreign loss carry-forwards of $247 million at May 31, 2012. Such losses, if not utilized, will expire as follows:

 

    Year Ending May 31,  
(In millions)               2013                      2014                      2015                      2016              2017- 2032                      Indefinite                      Total  
Net Operating Losses   $ 0            8            3            8            131            97          $ 247   
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Common Stock and Stock-Based Compensation (Tables)
12 Months Ended
May 31, 2012
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan

The following table summarizes the Company’s total stock-based compensation expense recognized in selling and administrative expense:

 

    Year Ended May 31,  
(In millions)                            2012                        2011                                   2010  
Stock options(1)   $96   $ 77        $ 135   
ESPPs   16     14          14   
Restricted stock   18     14            10   
TOTAL STOCK-BASED COMPENSATION EXPENSE   $130   $ 105          $ 159   

 

(1)

Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. In the first quarter of fiscal 2011, the Company changed the accelerated vesting provisions of its stock option plan. Under the new provisions, accelerated stock option expense for years ended May 31, 2012 and 2011 was $17 million and $12 million, respectively. The accelerated stock option expense for the year ended May 31, 2010 was $74 million.

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The weighted average assumptions used to estimate these fair values are as follows:

 

    Year Ended May 31,  
                     2012                     2011                     2010  
Dividend yield     1.4     1.6     1.9
Expected volatility     29.5     31.5     57.6
Weighted average expected life (in years)     5.0        5.0        5.0   
Risk-free interest rate     1.4     1.7     2.5
Schedule of Share-based Compensation, Stock Options, Activity

The following summarizes the stock option transactions under the plan discussed above:

 

                        Shares (1)     
 
Weighted Average
Option Price
  
  
     (In millions)         
Options outstanding May 31, 2009     38.8      $ 43.69   

Exercised

    (8.6     37.64   

Forfeited

    (0.6     51.92   

Granted

    6.4        52.79   
Options outstanding May 31, 2010     36.0      $ 46.60   

Exercised

    (7.0     42.70   

Forfeited

    (0.5     58.08   

Granted

    6.3        69.20   
Options outstanding May 31, 2011     34.8      $ 51.29   

Exercised

    (9.0     45.62   

Forfeited

    (0.4     71.04   

Granted

    6.8        91.74   
Options outstanding May 31, 2012     32.2      $ 61.18   
Options exercisable at May 31,          

2010

    20.4        41.16   

2011

    20.1        44.05   

2012

    17.0      $ 48.75   

 

(1)

Includes stock appreciation rights transactions.

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Earnings Per Share (Tables)
12 Months Ended
May 31, 2012
Schedule of Earnings Per Share, Basic and Diluted

The following is a reconciliation from basic earnings per share to diluted earnings per share. Options to purchase an additional 0.1 million, 0.2 million, and 0.2 million shares of common stock were outstanding at May 31, 2012, 2011, and 2010, respectively, but were not included in the computation of diluted earnings per share because the options were anti-dilutive.

 

    Year Ended May 31,  
(In millions, except per share data)                            2012                              2011                              2010  
Determination of shares:            

Weighted average common shares outstanding

    460.0        475.5        485.5   

Assumed conversion of dilutive stock options and awards

    9.8        10.2        8.4   
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING     469.8        485.7        493.9   
Basic earnings per common share   $ 4.83      $ 4.48      $ 3.93   
Diluted earnings per common share   $ 4.73      $ 4.39      $ 3.86   
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Accumulated Other Comprehensive Income (Tables)
12 Months Ended
May 31, 2012
Schedule of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income, net of tax, are as follows:

 

    May 31,  
(In millions)                            2012                              2011  
Cumulative translation adjustment and other   $ (127   $ 168   
Net deferred gain (loss) on cash flow hedge derivatives     181        (123
Net deferred gain on net investment hedge derivatives     95        50   
    $ 149      $ 95   
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Risk Management and Derivatives (Tables)
12 Months Ended
May 31, 2012
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table presents the fair values of derivative instruments included within the consolidated balance sheets as of May 31, 2012 and 2011:

 

    Asset Derivatives     Liability Derivatives  
(In millions)   Balance Sheet
Location
    May 31, 2012     May 31, 2011     Balance Sheet Location     May 31, 2012     May 31, 2011  
Derivatives formally designated as hedging instruments:                  

Foreign exchange forwards and options

   
 
 
Prepaid expenses
and other
current assets
  
  
  
  $ 203      $ 22        Accrued liabilities      $ 35      $ 170   

Interest rate swap contracts

   
 
 
Prepaid expenses
and other
current assets
  
  
  
    0        0        Accrued liabilities        0        0   

Foreign exchange forwards and options

   
 
 
Deferred income
taxes and other
long-term assets
  
  
  
    7        7       
 
 
Deferred income
taxes and other
long-term liabilities
  
  
  
    0        10   

Interest rate swap contracts

   
 
 
Deferred income
taxes and other
long-term assets
  
  
  
    15        15       
 
 
Deferred income
taxes and other
long-term liabilities
  
  
  
    0        0   

Total derivatives formally designated as hedging instruments

            225        44                35        180   
Derivatives not designated as hedging instruments:                                                

Foreign exchange forwards and options

   
 
 
Prepaid expenses
and other current
assets
  
  
  
  $ 55      $ 9        Accrued liabilities      $ 20      $ 16   

Embedded derivatives

   
 
 
Prepaid expenses
and other current
assets
  
  
  
    1        0        Accrued liabilities        0        0   

Foreign exchange forwards and options

   
 
 
Deferred income
taxes and other
long-term assets
  
  
  
    0        0       
 
 
Deferred income
taxes and other
long-term liabilities
  
  
  
    0        1   
Total derivatives not designated as hedging instruments             56        9                20        17   
TOTAL DERIVATIVES           $ 281      $ 53              $ 55      $ 197   
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance

The following tables present the amounts affecting the consolidated statements of income for years ended May 31, 2012, 2011 and 2010:

 

Derivatives formally designated

(In millions)

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

Amount of Gain (Loss)

Reclassified From Accumulated

Other Comprehensive Income into Income(1)

 
  Year Ended May 31,     Location of Gain (Loss)
Reclassified From Accumulated
Other Comprehensive Income
Into Income(1)
    Year Ended May 31,  
    2012       2011       2010         2012       2011       2010  
Derivatives designated as cash flow hedges:                          

Foreign exchange forwards and options

  $ (29   $ (87   $ (30     Revenue      $ 5      $ (30   $ 51   

Foreign exchange forwards and options

    253        (152     89        Cost of sales        (57     103        60   

Foreign exchange forwards and options

    3        (4     5        Selling and administrative expense        (2     1        1   

Foreign exchange forwards and options

    36        (65     51        Other expense (income), net        (9     34        56   
Total designated cash flow hedges   $ 263      $ (308   $ 115        $ (63   $ 108      $ 168   
Derivatives designated as net investment hedges:                          

Foreign exchange forwards and options

  $ 45      $ (85   $ 66        Other expense (income), net      $ 0      $ 0      $ 0   

 

(1)

For the years ended May 31, 2012, 2011, and 2010, the amounts recorded in other expense (income), net as a result of hedge ineffectiveness and the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.

 

    Amount of Gain (Loss) Recognized in
Income on Derivatives
   

Location of Gain (Loss) Recognized

in Income on Derivatives

 
    Year Ended May 31,    
(In millions)   2012     2011     2010    
             
Derivatives designated as fair value hedges:              
Interest rate swaps(1)   $ 6      $ 6      $ 7        Interest expense (income), net   
Derivatives not designated as hedging instruments:              
Foreign exchange forwards and options     64        (30     (91     Other expense (income), net   

Embedded derivatives

  $ 1      $ 0      $ 0        Other expense (income), net   

 

(1)

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

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Operating Segments and Related Information (Tables)
12 Months Ended
May 31, 2012
Schedule of Segment Reporting Information, by Segment

Certain prior year amounts have been reclassified to conform to fiscal 2012 presentation.

 

    Year Ended May 31,  
(In millions)                            2012                              2011                              2010  
REVENUE            

North America

  $ 8,839      $ 7,579      $ 6,697   

Western Europe

    4,144        3,868        3,839   

Central & Eastern Europe

    1,200        1,040        999   

Greater China

    2,539        2,060        1,742   

Japan

    829        766        882   

Emerging Markets

    3,410        2,736        2,198   

Global Brand Divisions

    111        96        86   
Total NIKE Brand     21,072        18,145        16,443   

Other Businesses

    3,095        2,786        2,564   

Corporate

    (39     (69     7   
TOTAL NIKE CONSOLIDATED REVENUES   $ 24,128      $ 20,862      $ 19,014   
EARNINGS BEFORE INTEREST AND TAXES            

North America

  $ 2,007      $ 1,736      $ 1,538   

Western Europe

    597        730        807   

Central & Eastern Europe

    234        244        249   

Greater China

    911        777        637   

Japan

    136        114        180   

Emerging Markets

    853        688        521   

Global Brand Divisions

    (1,177     (971     (866
Total NIKE Brand     3,561        3,318        3,066   

Other Businesses

    341        335        298   

Corporate

    (916     (805     (841
Total NIKE Consolidated Earnings Before Interest and Taxes     2,986        2,848        2,523   

Interest expense (income), net

    3        4        6   
TOTAL NIKE CONSOLIDATED EARNINGS BEFORE TAXES   $ 2,983      $ 2,844      $ 2,517   
ADDITIONS TO LONG-LIVED ASSETS            

North America

  $ 131      $ 79      $ 45   

Western Europe

    93        75        59   

Central & Eastern Europe

    20        5        4   

Greater China

    38        43        80   

Japan

    14        9        12   

Emerging Markets

    27        21        11   

Global Brand Divisions

    131        44        30   
Total NIKE Brand     454        276        241   

Other Businesses

    34        38        52   

Corporate

    109        118        42   
TOTAL ADDITIONS TO LONG-LIVED ASSETS   $ 597      $ 432      $ 335   
DEPRECIATION            

North America

  $ 78      $ 70      $ 65   

Western Europe

    62        52        57   

Central & Eastern Europe

    6        4        4   

Greater China

    25        19        11   

Japan

    23        22        26   

Emerging Markets

    15        14        12   

Global Brand Divisions

    53        39        33   
Total NIKE Brand     262        220        208   

Other Businesses

    45        44        46   

Corporate

    66        71        70   
TOTAL DEPRECIATION   $ 373      $ 335      $ 324   
Reconciliation of Assets from Segment to Consolidated
    May 31,  
(In millions)                            2012                              2011  
ACCOUNTS RECEIVABLE, NET          

North America

  $ 1,149      $ 1,069   

Western Europe

    420        500   

Central & Eastern Europe

    261        290   

Greater China

    221        140   

Japan

    152        153   

Emerging Markets

    476        466   

Global Brand Divisions

    30        23   
Total NIKE Brand     2,709        2,641   

Other Businesses

    549        471   

Corporate

    22        26   
TOTAL ACCOUNTS RECEIVABLE, NET   $ 3,280      $ 3,138   
INVENTORIES    

North America

  $ 1,272      $ 1,034   

Western Europe

    488        434   

Central & Eastern Europe

    180        145   

Greater China

    217        152   

Japan

    83        82   

Emerging Markets

    521        429   

Global Brand Divisions

    35        25   
Total NIKE Brand     2,796        2,301   

Other Businesses

    511        414   

Corporate

    43        0   
TOTAL INVENTORIES   $ 3,350      $ 2,715   
PROPERTY, PLANT AND EQUIPMENT, NET    

North America

  $ 378      $ 330   

Western Europe

    314        338   

Central & Eastern Europe

    30        13   

Greater China

    191        179   

Japan

    359        360   

Emerging Markets

    59        58   

Global Brand Divisions

    205        116   
Total NIKE Brand     1,536        1,394   

Other Businesses

    146        164   

Corporate

    597        557   
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET   $ 2,279      $ 2,115   
Revenue from External Customers by Products and Services

Revenues by Major Product Lines. Revenues to external customers for NIKE Brand products are attributable to sales of footwear, apparel and equipment. Other revenues to external customers primarily include external sales by Cole Haan, Converse, Hurley, NIKE Golf, and Umbro.

 

    Year Ended May 31,  
(In millions)                            2012                              2011                              2010  
Footwear   $ 13,426      $ 11,518      $ 10,301   
Apparel     6,333        5,513        5,026   
Equipment     1,202        1,018        1,030   
Other     3,167        2,813        2,657   
    $ 24,128      $ 20,862      $ 19,014   
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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Significant Accounting Policies [Line Items]
Reserve balances for sales discounts, returns and miscellaneous claims $ 480 $ 423
Total advertising and promotion expenses 2,711 2,448 2,356
Prepaid advertising and promotion expenses 309 291
Allowance for uncollectible accounts receivable 95 124
Allowance for uncollectible accounts receivable, long-term 45 50
Goodwill 201 205 188
Trademark and Other intangible assets 535 487
Cole Haan
Significant Accounting Policies [Line Items]
Goodwill 0
Umbro Limited
Significant Accounting Policies [Line Items]
Goodwill 70
Trademark and Other intangible assets $ 164
Building
Significant Accounting Policies [Line Items]
Property, plant and equipment, minimum useful life (in years) 2
Property, plant and equipment, maximum useful life (in years) 40
Leasehold Improvements
Significant Accounting Policies [Line Items]
Property, plant and equipment, minimum useful life (in years) 2
Property, plant and equipment, maximum useful life (in years) 40
Machinery and Equipment
Significant Accounting Policies [Line Items]
Property, plant and equipment, minimum useful life (in years) 2
Property, plant and equipment, maximum useful life (in years) 15
Software and Software Development Costs
Significant Accounting Policies [Line Items]
Property, plant and equipment, minimum useful life (in years) 2
Property, plant and equipment, maximum useful life (in years) 10
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Inventories - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Inventory Disclosure [Line Items]
Inventory balances, were substantially all finished goods $ 3,350 $ 2,715
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Property Plant and Equipment (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Property, Plant and Equipment [Line Items]
Land $ 252 $ 237
Buildings 1,158 1,124
Machinery, equipment and internal-use software 2,755 2,487
Leasehold improvements 968 931
Construction in process 111 127
Property, Plant and Equipment, Gross, Total 5,244 4,906
Less accumulated depreciation 2,965 2,791
Property, Plant and Equipment, net $ 2,279 $ 2,115
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Identifiable Intangible Asset Balances (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Goodwill and Intangible Assets Disclosure [Line Items]
Gross Carrying Amount $ 234 $ 171
Accumulated Amortization (85) (71)
Net Carrying Amount 149 100
Unamortized intangible assets - Trademarks 386 387
Identifiable intangible assets, net 535 487
Patents
Goodwill and Intangible Assets Disclosure [Line Items]
Gross Carrying Amount 99 80
Accumulated Amortization (29) (24)
Net Carrying Amount 70 56
Trademarks
Goodwill and Intangible Assets Disclosure [Line Items]
Gross Carrying Amount 41 44
Accumulated Amortization (26) (25)
Net Carrying Amount 15 19
Other
Goodwill and Intangible Assets Disclosure [Line Items]
Gross Carrying Amount 94 47
Accumulated Amortization (30) (22)
Net Carrying Amount $ 64 $ 25
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Identified Intangible Assets and Goodwill - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Goodwill and Intangible Assets Disclosure [Line Items]
Decrease in unamortized intangible assets due to the effect of foreign exchange fluctuations $ 2
Amortization expense, which is included in selling and administrative expense 22 16 14
Estimated amortization expense for intangible assets subject to amortization, 2013 21
Estimated amortization expense for intangible assets subject to amortization, 2014 19
Estimated amortization expense for intangible assets subject to amortization, 2015 15
Estimated amortization expense for intangible assets subject to amortization, 2016 14
Estimated amortization expense for intangible assets subject to amortization, 2017 $ 13
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Summary of Goodwill (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
Goodwill [Line Items]
Beginning balance $ 205 $ 188
Umbro France 10 [1]
Other (4) [2] 7 [2]
Ending balance 201 205
Goodwill
Goodwill [Line Items]
Beginning balance 404 387
Umbro France 10 [1]
Other (4) [2] 7 [2]
Ending balance 400 404
Accumulated Impairment
Goodwill [Line Items]
Beginning balance (199) (199)
Umbro France 0 [1]
Other 0 [2] 0 [2]
Ending balance $ (199) $ (199)
[1] In March 2011, Umbro acquired the remaining 51% of the exclusive licensee and distributor of the Umbro brand in France for approximately $15 million.
[2] Other consists of foreign currency translation adjustments on Umbro goodwill.
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Summary of Goodwill (Parenthetical) (Detail) (Umbro France, USD $)
In Millions, unless otherwise specified
1 Months Ended
Mar. 31, 2011
Umbro France
Goodwill [Line Items]
Remaining percentage acquired of the exclusive license and distributor of the Umbro brand in France 51.00%
Payment to acquire remaining exclusive license and distributor of the Umbro brand in France $ 15
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Accrued Liabilities (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Schedule of Accrued Liabilities [Line Items]
Compensation and benefits, excluding taxes $ 711 $ 628
Endorsement compensation 294 284
Taxes other than income taxes 179 214
Dividends payable 165 145
Import and logistics costs 133 98
Advertising and marketing 132 139
Fair value of derivatives 55 186
Other 384 [1] 291 [1]
Accrued liabilities (Notes 5, 6 and 16) $ 2,053 $ 1,985
[1] Other consists of various accrued expenses with no individual item accounting for more than 5% of the balance at May 31, 2012 and 2011.
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Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Assets
Derivative assets $ 281 $ 53
Fair Value, Measurements, Recurring
Assets
Derivative assets 281 53
Available-for-sale securities 2,852 3,645
Total Assets 3,133 3,698
Liabilities
Total Liabilities 55 197
Fair Value, Measurements, Recurring | U.S. Treasury securities | Cash and equivalents
Assets
Available-for-sale securities 226 125
Fair Value, Measurements, Recurring | U.S. Treasury securities | Short-term investments
Assets
Available-for-sale securities 927 1,473
Fair Value, Measurements, Recurring | U.S. Agency securities | Cash and equivalents
Assets
Available-for-sale securities 254
Fair Value, Measurements, Recurring | U.S. Agency securities | Short-term investments
Assets
Available-for-sale securities 230 308
Fair Value, Measurements, Recurring | Commercial paper and bonds | Cash and equivalents
Assets
Available-for-sale securities 159 157
Fair Value, Measurements, Recurring | Commercial paper and bonds | Short-term investments
Assets
Available-for-sale securities 283 802
Fair Value, Measurements, Recurring | Money market funds | Cash and equivalents
Assets
Available-for-sale securities 770 780
Fair Value, Measurements, Recurring | Non-marketable preferred stock | Other long-term assets
Assets
Available-for-sale securities 3
Fair Value, Measurements, Recurring | Foreign exchange forwards and options | Other Assets
Assets
Derivative assets 265 38
Fair Value, Measurements, Recurring | Foreign exchange forwards and options | Other Liabilities
Liabilities
Derivative liabilities 55 197
Fair Value, Measurements, Recurring | Embedded derivatives | Other Assets
Assets
Derivative assets 1
Fair Value, Measurements, Recurring | Interest rate swap contracts | Other Assets
Assets
Derivative assets 15 15
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1
Assets
Derivative assets 0 0
Available-for-sale securities 1,153 1,598
Total Assets 1,153 1,598
Liabilities
Total Liabilities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | U.S. Treasury securities | Cash and equivalents
Assets
Available-for-sale securities 226 125
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | U.S. Treasury securities | Short-term investments
Assets
Available-for-sale securities 927 1,473
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | U.S. Agency securities | Cash and equivalents
Assets
Available-for-sale securities 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | U.S. Agency securities | Short-term investments
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Commercial paper and bonds | Cash and equivalents
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Commercial paper and bonds | Short-term investments
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Money market funds | Cash and equivalents
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Non-marketable preferred stock | Other long-term assets
Assets
Available-for-sale securities 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Foreign exchange forwards and options | Other Assets
Assets
Derivative assets 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Foreign exchange forwards and options | Other Liabilities
Liabilities
Derivative liabilities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Embedded derivatives | Other Assets
Assets
Derivative assets 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 1 | Interest rate swap contracts | Other Assets
Assets
Derivative assets 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2
Assets
Derivative assets 281 53
Available-for-sale securities 1,696 2,047
Total Assets 1,977 2,100
Liabilities
Total Liabilities 55 197
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | U.S. Treasury securities | Cash and equivalents
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | U.S. Treasury securities | Short-term investments
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | U.S. Agency securities | Cash and equivalents
Assets
Available-for-sale securities 254
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | U.S. Agency securities | Short-term investments
Assets
Available-for-sale securities 230 308
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Commercial paper and bonds | Cash and equivalents
Assets
Available-for-sale securities 159 157
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Commercial paper and bonds | Short-term investments
Assets
Available-for-sale securities 283 802
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Money market funds | Cash and equivalents
Assets
Available-for-sale securities 770 780
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Non-marketable preferred stock | Other long-term assets
Assets
Available-for-sale securities 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Foreign exchange forwards and options | Other Assets
Assets
Derivative assets 265 38
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Foreign exchange forwards and options | Other Liabilities
Liabilities
Derivative liabilities 55 197
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Embedded derivatives | Other Assets
Assets
Derivative assets 1
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 2 | Interest rate swap contracts | Other Assets
Assets
Derivative assets 15 15
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3
Assets
Derivative assets 0 0
Available-for-sale securities 3 0
Total Assets 3
Liabilities
Total Liabilities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | U.S. Treasury securities | Cash and equivalents
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | U.S. Treasury securities | Short-term investments
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | U.S. Agency securities | Cash and equivalents
Assets
Available-for-sale securities 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | U.S. Agency securities | Short-term investments
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Commercial paper and bonds | Cash and equivalents
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Commercial paper and bonds | Short-term investments
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Money market funds | Cash and equivalents
Assets
Available-for-sale securities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Non-marketable preferred stock | Other long-term assets
Assets
Available-for-sale securities 3
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Foreign exchange forwards and options | Other Assets
Assets
Derivative assets 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Foreign exchange forwards and options | Other Liabilities
Liabilities
Derivative liabilities 0 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Embedded derivatives | Other Assets
Assets
Derivative assets 0
Fair Value, Measurements, Recurring | Fair Value Measurements Using Level 3 | Interest rate swap contracts | Other Assets
Assets
Derivative assets $ 0 $ 0
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Fair Value Measurements - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Fair Value, Measurement Inputs, Disclosure [Line Items]
Available-for-sale securities with maturity dates within one year from purchase date $ 1,129 $ 2,253
Available-for-sale securities with maturity dates over one year and less than five years from purchase date 311 330
Interest income related to cash and equivalents and short-term investments $ 30 $ 30 $ 30
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Short-Term Investments Classified as Available-For-Sale (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Available-for-sale investments:
Available-for-sale investments $ 1,440 $ 2,583
U.S. Treasury and Agencies
Available-for-sale investments:
Available-for-sale investments 1,157 1,781
Corporate commercial paper and bonds
Available-for-sale investments:
Available-for-sale investments $ 283 $ 802
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Notes Payable to Banks and Interest Bearing Accounts Payable to Sojitz Corporation of America (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Notes payable:
Notes payable (Note 7) $ 108 $ 187
Sojitz America 75 111
Sojitz America - interest rate 1.10% 0.99%
U.S. operations
Notes payable:
Notes payable 30 35
U.S. operations | Notes Payable
Notes payable:
Notes payable - interest rate 5.50% [1] 0.00% [1]
Non-U.S. operations
Notes payable:
Notes payable $ 78 $ 152
Non-U.S. operations | Notes Payable
Notes payable:
Notes payable - interest rate 9.46% [1] 7.05% [1]
[1] Weighted average interest rate includes non-interest bearing overdrafts.
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Short Term Borrowings and Credit Lines - Additional Information (Detail) (USD $)
1 Months Ended 12 Months Ended
Nov. 01, 2011
May 31, 2012
May 31, 2011
Debt Instrument [Line Items]
Amounts outstanding under commercial paper program $ 0 $ 0
External Credit Rating, Standard & Poor's
Debt Instrument [Line Items]
Long-term senior unsecured debt rating A+
External Credit Rating, Moody's
Debt Instrument [Line Items]
Long-term senior unsecured debt rating A1
New Credit Facilities
Debt Instrument [Line Items]
Revolving credit facility, borrowing capacity 1,000,000,000
Revolving credit facility, optional maximum borrowing capacity 1,500,000,000
Revolving credit facility, optional extension period 1 year
Revolving credit facility, interest rate margin above LIBOR rate 0.56%
Revolving credit facility, fee 0.07%
Revolving credit facility, amount outstanding 0 0
New Credit Facilities | Before Extension
Debt Instrument [Line Items]
Revolving credit facility, maturity period November 2016
New Credit Facilities | After Extension | Maximum
Debt Instrument [Line Items]
Revolving credit facility, maturity period 2018-11-01
Old Credit Facilities
Debt Instrument [Line Items]
Revolving credit facility, borrowing capacity $ 1,000,000,000
Revolving credit facility, maturity period December 2012
Sojitz America Accounts Payable
Debt Instrument [Line Items]
Accounts payable, due date period 60 days
Accounts payable, interest rate margin above LIBOR 0.75%
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Long Term Debt Net of Unamortized Premiums and Discounts and Swap Fair Value Adjustments (Detail)
In Millions, unless otherwise specified
May 31, 2012
USD ($)
May 31, 2011
USD ($)
May 31, 2012
5.66% Corporate bond, payable July 23, 2012
USD ($)
May 31, 2011
5.66% Corporate bond, payable July 23, 2012
USD ($)
May 31, 2012
5.40% Corporate bond, payable August 7, 2012
USD ($)
May 31, 2011
5.40% Corporate bond, payable August 7, 2012
USD ($)
May 31, 2012
4.70% Corporate bond, payable October 1, 2013
USD ($)
May 31, 2011
4.70% Corporate bond, payable October 1, 2013
USD ($)
May 31, 2012
5.15% Corporate bond, payable October 15, 2015
USD ($)
May 31, 2011
5.15% Corporate bond, payable October 15, 2015
USD ($)
May 31, 2012
4.30% Japanese Yen note, payable June 26, 2011
USD ($)
May 31, 2012
4.30% Japanese Yen note, payable June 26, 2011
JPY (¥)
May 31, 2011
4.30% Japanese Yen note, payable June 26, 2011
USD ($)
May 31, 2012
1.52% Japanese Yen note, payable February 14, 2012
USD ($)
May 31, 2012
1.52% Japanese Yen note, payable February 14, 2012
JPY (¥)
May 31, 2011
1.52% Japanese Yen note, payable February 14, 2012
USD ($)
May 31, 2012
2.60% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
USD ($)
May 31, 2012
2.60% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
JPY (¥)
May 31, 2011
2.60% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
USD ($)
May 31, 2012
2.00% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
USD ($)
May 31, 2012
2.00% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
JPY (¥)
May 31, 2011
2.00% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
USD ($)
Debt Instrument [Line Items]
Long Term Debt, original principal $ 25 [1] $ 15 [1] $ 50 [1] $ 100 [1] ¥ 10,500 ¥ 5,000 ¥ 9,000 [2] ¥ 4,000 [2]
Long-term debt, interest rate 5.66% [1] 5.40% [1] 4.70% [1] 5.15% [1] 4.30% 4.30% 1.52% 1.52% 2.60% [2] 2.60% [2] 2.00% [2] 2.00% [2]
Long-term debt, interest payment Semi-Annually [1] Semi-Annually [1] Semi-Annually [1] Semi-Annually [1] Semi-Annually Semi-Annually Semi-Annually Semi-Annually Quarterly [2] Quarterly [2] Quarterly [2] Quarterly [2]
Long Term Debt 277 476 25 [1] 26 [1] 15 [1] 16 [1] 50 [1] 50 [1] 115 [1] 114 [1] 0 130 0 62 50 [2] 54 [2] 22 [2] 24 [2]
Less current maturities 49 200
Long-term debt (Note 8) $ 228 $ 276
[1] For each of these notes, except the $50 million note maturing in October 1, 2013, the Company has entered into interest rate swap agreements whereby the Company receives fixed interest payments at the same rate as the notes and pays variable interest payments based on the six-month LIBOR plus a spread. Each swap has the same notional amount and maturity date as the corresponding note. At May 31, 2012, the interest rates payable on these swap agreements ranged from approximately 0.6% to 1.0%.
[2] NIKE Logistics YK assumed a total of ¥13.0 billion in loans as part of its agreement to purchase a distribution center in Japan, which serves as collateral for the loans. These loans mature in equal quarterly installments during the period August 20, 2001 through November 20, 2020.
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Long Term Debt Net of Unamortized Premiums and Discounts and Swap Fair Value Adjustments (Parenthetical) (Detail)
In Millions, unless otherwise specified
May 31, 2012
Minimum
May 31, 2012
Maximum
May 31, 2012
2.6% and 2.0% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
JPY (¥)
May 31, 2012
5.66% Corporate bond, payable July 23, 2012
USD ($)
May 31, 2012
5.40% Corporate bond, payable August 7, 2012
USD ($)
May 31, 2012
4.70% Corporate bond, payable October 1, 2013
USD ($)
May 31, 2012
5.15% Corporate bond, payable October 15, 2015
USD ($)
May 31, 2012
4.30% Japanese Yen note, payable June 26, 2011
JPY (¥)
May 31, 2012
1.52% Japanese Yen note, payable February 14, 2012
JPY (¥)
May 31, 2012
2.60% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
JPY (¥)
May 31, 2012
2.00% Japanese Yen note, maturing August 20, 2001 through November 20, 2020
JPY (¥)
Debt Instrument [Line Items]
Long-term debt, maturity date Jul 23, 2012 Aug 7, 2012 Oct 1, 2013 Oct 15, 2015 Jun 26, 2011 Feb 14, 2012 Nov 20, 2020 Nov 20, 2020
Interest Rates swap, lower range of variable interest rate payable 0.60%
Interest Rates swap, higher range of variable interest rate payable 1.00%
Long Term Debt, original principal ¥ 13,000 $ 25 [1] $ 15 [1] $ 50 [1] $ 100 [1] ¥ 10,500 ¥ 5,000 ¥ 9,000 [2] ¥ 4,000 [2]
Debt instrument, minimum maturity date 2001-08-20
Debt instrument, maximum maturity date 2020-11-20
[1] For each of these notes, except the $50 million note maturing in October 1, 2013, the Company has entered into interest rate swap agreements whereby the Company receives fixed interest payments at the same rate as the notes and pays variable interest payments based on the six-month LIBOR plus a spread. Each swap has the same notional amount and maturity date as the corresponding note. At May 31, 2012, the interest rates payable on these swap agreements ranged from approximately 0.6% to 1.0%.
[2] NIKE Logistics YK assumed a total of ¥13.0 billion in loans as part of its agreement to purchase a distribution center in Japan, which serves as collateral for the loans. These loans mature in equal quarterly installments during the period August 20, 2001 through November 20, 2020.
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Long Term Debt - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Debt Instrument [Line Items]
Maturity of long-term debt in 2013 $ 49
Maturity of long-term debt in 2014 59
Maturity of long-term debt in 2015 9
Maturity of long-term debt in 2016 109
Maturity of long-term debt in 2017 9
Fair value of long term debt $ 283 $ 482
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Income before Income Taxes (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Income before income taxes:
United States $ 792 $ 1,084 $ 699
Foreign 2,191 1,760 1,818
Income before income taxes $ 2,983 $ 2,844 $ 2,517
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Provision for Income Taxes (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Current:
Federal $ 274 $ 289 $ 200
State 51 57 50
Foreign 495 441 349
Current Income Tax Expense (Benefit), Total 820 787 599
Deferred:
Federal (54) (61) 18
State 4 0 (1)
Foreign (10) (15) (6)
Total Deferred Income Tax Expense (Benefit), Total (60) (76) 11
Income tax expense (Note 9) $ 760 $ 711 $ 610
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Reconciliation from United States Statutory Federal Income Tax Rate to Effective Income Tax Rate (Detail)
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Reconciliation of Effective Income Tax Rate [Line Items]
Federal income tax rate 35.00% 35.00% 35.00%
State taxes, net of federal benefit 1.30% 1.30% 1.30%
Foreign earnings (11.50%) (10.50%) (12.70%)
Other, net 0.70% (0.80%) 0.60%
EFFECTIVE INCOME TAX RATE 25.50% 25.00% 24.20%
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Income Taxes - Additional Information (Detail) (USD $)
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
May 31, 2009
Income Taxes [Line Items]
Effective tax rate, change fom prior period 0.50% 0.80%
Total gross unrecognized tax benefits, excluding related interest and penalties $ 285,000,000 $ 212,000,000 $ 282,000,000 $ 274,000,000
Total gross unrecognized tax benefits, excluding related interest and penalties, amount which would affect the Company's effective tax rate if recognized in future periods 165,000,000
Increase in liability for payment of interest and penalties 17,000,000 10,000,000 6,000,000
Accrued interest and penalties related to uncertain tax positions (excluding federal benefit) 108,000,000 91,000,000
Estimated decrease in total gross unrecognized tax benefits as a result of resolutions of global tax examinations and expiration of applicable statutes of limitations 58,000,000
Reinvestment of the cumulative undistributed earnings of certain foreign subsidiaries 5,500,000,000
Unrecognized deferred tax liability associated with the indefinitely reinvested undistributed earnings 1,800,000,000
Tax holiday, expiration period 2019
Decrease in income tax expense related to tax holiday 103,000,000 36,000,000
Decrease in income tax expense related to tax holiday per diluted share, (in dollars per share) $ 0.22 $ 0.07
Valuation allowance related to tax benefits of certain subsidiaries with operating losses 30,000,000 15,000,000
Deferred tax assets for foreign tax credit carry-forwards 216,000,000 236,000,000
Available domestic and foreign loss carry-forwards 247,000,000
Income tax benefits attributable to employee stock-based compensation $ 120,000,000 $ 68,000,000 $ 57,000,000
Minimum
Income Taxes [Line Items]
Deferred tax assets for foreign tax credit carry-forwards, expiration date 2020
Maximum
Income Taxes [Line Items]
Deferred tax assets for foreign tax credit carry-forwards, expiration date 2022
Internal Revenue Service (IRS)
Income Taxes [Line Items]
Years under examination Currently under audit by the Internal Revenue Service for the 2011 tax year.
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Deferred Tax Assets and Liabilities (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Deferred tax assets:
Allowance for doubtful accounts $ 18 $ 19
Inventories 40 63
Sales return reserves 85 72
Deferred compensation 177 152
Stock-based compensation 144 148
Reserves and accrued liabilities 68 66
Foreign loss carry-forwards 76 60
Foreign tax credit carry-forwards 216 236
Hedges 0 21
Undistributed earnings of foreign subsidiaries 82 0
Other 71 86
Total deferred tax assets 977 923
Valuation allowance (81) (51)
Total deferred tax assets after valuation allowance 896 872
Deferred tax liabilities:
Undistributed earnings of foreign subsidiaries 0 (40)
Property, plant and equipment (186) (151)
Intangibles (98) (97)
Other (21) (21)
Total deferred tax liability (305) (309)
NET DEFERRED TAX ASSET $ 591 $ 563
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Reconciliation of Changes in Gross Balance of Unrecognized Tax Benefits (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Income Tax Contingency [Line Items]
Unrecognized tax benefits, as of the beginning of the period $ 212 $ 282 $ 274
Gross increases related to prior period tax positions 48 13 87
Gross decreases related to prior period tax positions (25) (98) (122)
Gross increases related to current period tax positions 91 59 52
Gross decreases related to current period tax positions (1) (6) 0
Settlements (20) (43) (3)
Lapse of statute of limitations (9) (8) (9)
Changes due to currency translation (11) 13 3
UNRECOGNIZED TAX BENEFITS, AS OF THE END OF THE PERIOD $ 285 $ 212 $ 282
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Available Domestic and Foreign Loss Carryforwards (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
Operating Loss Carryforwards [Line Items]
Net Operating Losses $ 247
Expiring in 2013
Operating Loss Carryforwards [Line Items]
Net Operating Losses 0
2014
Operating Loss Carryforwards [Line Items]
Net Operating Losses 8
2015
Operating Loss Carryforwards [Line Items]
Net Operating Losses 3
2016
Operating Loss Carryforwards [Line Items]
Net Operating Losses 8
Expire in 2017 to 2032
Operating Loss Carryforwards [Line Items]
Net Operating Losses 131
Indefinite
Operating Loss Carryforwards [Line Items]
Net Operating Losses $ 97
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Redeemable Preferred Stock - Additional Information (Detail) (Non-marketable preferred stock, USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
May 31, 2012
Non-marketable preferred stock
Temporary Equity [Line Items]
Redeemable preferred stock, par value $ 1
Redeemable preferred stock, redeemable value (in dollars) $ 0.3
Redeemable preferred stock, dividends payable annually per share $ 0.1
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Common Stock and Stock Based Compensation - Additional Information (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
May 31, 2012
Year
May 31, 2011
May 31, 2010
Common Class A
Common Stock and Share Based Compensation [Line Items]
Common Stock, number of shares authorized (in shares) 175
Common stock conversion Each share of Class A Common Stock is convertible into one share of Class B Common Stock.
Common Class B
Common Stock and Share Based Compensation [Line Items]
Common Stock, number of shares authorized (in shares) 750
Common Class B | Stock Incentive Plan 1990
Common Stock and Share Based Compensation [Line Items]
Shares available for grant (in shares) 163
Stock options vesting period (in years) 4 years
Stock options expiration from the date of grant (in years) 10 years
Unrecognized compensation costs from stock options, net of estimated forfeitures $ 151
Unrecognized compensation costs from stock options, net of estimated forfeitures, to be recognized as operating overhead expense over a weighted average period (in years) 2.2
Weighted average fair value per share of the options granted (in dollars per share) $ 22.15 $ 17.68 $ 23.43
Weighted average remaining contractual life for options outstanding (in years) 6.3
Weighted average remaining contractual life for options exercisable (in years) 4.6
Aggregate intrinsic value for options outstanding 1,512
Aggregate intrinsic value for options exercisable 1,008
Total intrinsic value of options exercised 453 267 239
Common Class B | Stock Incentive Plan 1990 | Restricted Stock
Common Stock and Share Based Compensation [Line Items]
Restricted and unrestricted stock granted to key employees under 1990 Plan, number of shares (in shares) 0.4 0.2 0.5
Restricted stock granted to key employees under 1990 Plan, weighted average values per share (in dollars per shares) $ 98.99 $ 70.23 $ 53.16
Restricted stock vested, fair value $ 22 $ 15 $ 8
Common Class B | Employee Stock
Common Stock and Share Based Compensation [Line Items]
Employee stock purchase plans, payroll deductions 10.00%
Shares purchased, price as percentage of lower of the fair market value 85.00%
Purchase of shares by employee (in shares) 0.8 0.8 0.8
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Total Stock-Based Compensation Expense (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense $ 130 $ 105 $ 159
Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense 96 [1] 77 [1] 135 [1]
ESPPs
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense 16 14 14
Restricted Stock
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense $ 18 $ 14 $ 10
[1] Expense for stock options includes the expense associated with stock appreciation rights. Accelerated stock option expense is recorded for employees eligible for accelerated stock option vesting upon retirement. In the first quarter of fiscal 2011, the Company changed the accelerated vesting provisions of its stock option plan. Under the new provisions, accelerated stock option expense for years ended May 31, 2012 and 2011 was $17 million and $12 million, respectively. The accelerated stock option expense for the year ended May 31, 2010 was $74 million.
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Total Stock-Based Compensation Expense (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Accelerated stock option expense $ 17 $ 12 $ 74
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Weighted Average Assumptions Used to Estimate Fair Values (Detail)
12 Months Ended
May 31, 2012
Year
May 31, 2011
Year
May 31, 2010
Year
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Dividend yield 1.40% 1.60% 1.90%
Expected volatility 29.50% 31.50% 57.60%
Weighted average expected life (in years) 5 5 5
Risk-free interest rate 1.40% 1.70% 2.50%
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Stock Option Transactions Under Plan (Detail) (Stock Incentive Plan 1990, USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Stock Incentive Plan 1990
Options Outstanding - Shares
Beginning Balance 34.8 [1] 36 [1] 38.8 [1]
Exercised (9) [1] (7) [1] (8.6) [1]
Forfeited (0.4) [1] (0.5) [1] (0.6) [1]
Granted 6.8 [1] 6.3 [1] 6.4 [1]
Ending Balance 32.2 [1] 34.8 [1] 36 [1]
Options exercisable 17 [1] 20.1 [1] 20.4 [1]
Options Outstanding - Weighted-Average Option Price
Beginning Balance (in dollars per share) $ 51.29 $ 46.6 $ 43.69
Exercised (in dollars per share) $ 45.62 $ 42.7 $ 37.64
Forfeited (in dollars per share) $ 71.04 $ 58.08 $ 51.92
Granted (in dollars per share) $ 91.74 $ 69.2 $ 52.79
Ending Balance (in dollars per share) $ 61.18 $ 51.29 $ 46.6
Options exercisable (in dollars per share) $ 48.75 $ 44.05 $ 41.16
[1] Includes stock appreciation rights transactions.
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Earnings Per Share - Additional Information (Detail)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive options not included in the computation of diluted earnings per share 0.1 0.2 0.2
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Reconciliation from Basic Earnings Per Share to Diluted Earnings Per Share (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Determination of shares:
Weighted average common shares outstanding 460 475.5 485.5
Assumed conversion of dilutive stock options and awards 9.8 10.2 8.4
DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 469.8 485.7 493.9
Basic earnings per common share (in dollars per share) $ 4.83 $ 4.48 $ 3.93
Diluted earnings per common share (in dollars per share) $ 4.73 $ 4.39 $ 3.86
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Benefit Plans - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Defined Contribution Plan Disclosure [Line Items]
401(k) employee savings plans, expenses $ 44 $ 39 $ 34
Liability related to the unfunded pension plan 115 93
Profit Sharing Plan
Defined Contribution Plan Disclosure [Line Items]
Contribution and cash award expenses included in selling and administrative expenses 40 39 35
Long Term Incentive Plan
Defined Contribution Plan Disclosure [Line Items]
Contribution and cash award expenses included in selling and administrative expenses $ 51 $ 31 $ 24
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Accumulated Other Comprehensive Income Net of Tax (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cumulative translation adjustment and other $ (127) $ 168
Net deferred gain (loss) on cash flow hedge derivatives 181 (123)
Net deferred gain on net investment hedge derivatives 95 50
Accumulated other comprehensive income (Note 14) $ 149 $ 95
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Commitments and Contingencies - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Commitments and Contingencies Disclosure [Line Items]
Expiration date of operating lease, lower limit 1
Expiration date of operating lease, upper limit 23
Rent expense $ 494 $ 446 $ 416
Minimum rental commitments, 2013 408
Minimum rental commitments, 2014 387
Minimum rental commitments, 2015 271
Minimum rental commitments, 2016 224
Minimum rental commitments, 2017 186
Minimum rental commitments, thereafter 662
Letters of credit outstanding $ 138 $ 99
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Risk Management and Derivatives - Additional Information (Detail) (USD $)
12 Months Ended
May 31, 2012
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Total notional amount of outstanding derivatives $ 7,000,000,000
Percentage of anticipated exposures hedged (percent) 100.00%
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 162,000,000
Maximum term over which the Company is hedging exposures to the variability of cash flows for its forecasted and recorded transactions (in months) 24
Aggregate fair value of derivative instruments with credit risk related contingent features that are in a net liability position 6,000,000
Other Income Expense
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Embedded derivatives, gain due to change in fair value 1,000,000
Embedded derivatives
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Notional amount of embedded derivatives 131,000,000
Minimum
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Typical time period that anticipated exposures are hedged against (in months) 12 months
Minimum fair value of outstanding derivative above which the credit related contingent features require the derivative party to post collateral $ 50,000,000
Maximum
Derivative Instruments and Hedging Activities Disclosure [Line Items]
Typical time period that anticipated exposures are hedged against (in months) 18 months
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Fair Value of Derivative Instruments Included within Consolidated Balance Sheet (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Derivatives, Fair Value [Line Items]
Asset Derivatives $ 281 $ 53
Liability Derivatives 55 197
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives 225 44
Liability Derivatives 35 180
Designated as Hedging Instrument | Foreign exchange forwards and options | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives 203 22
Designated as Hedging Instrument | Foreign exchange forwards and options | Deferred income taxes and other long-term assets
Derivatives, Fair Value [Line Items]
Asset Derivatives 7 7
Designated as Hedging Instrument | Foreign exchange forwards and options | Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives 35 170
Designated as Hedging Instrument | Foreign exchange forwards and options | Deferred income taxes and other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives 0 10
Designated as Hedging Instrument | Interest rate swap contracts | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives 0 0
Designated as Hedging Instrument | Interest rate swap contracts | Deferred income taxes and other long-term assets
Derivatives, Fair Value [Line Items]
Asset Derivatives 15 15
Designated as Hedging Instrument | Interest rate swap contracts | Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives 0 0
Designated as Hedging Instrument | Interest rate swap contracts | Deferred income taxes and other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives 0 0
Derivatives not designated as hedging instruments
Derivatives, Fair Value [Line Items]
Asset Derivatives 56 9
Liability Derivatives 20 17
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives 55 9
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Deferred income taxes and other long-term assets
Derivatives, Fair Value [Line Items]
Asset Derivatives 0 0
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives 20 16
Derivatives not designated as hedging instruments | Foreign exchange forwards and options | Deferred income taxes and other long-term liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives 0 1
Derivatives not designated as hedging instruments | Embedded derivatives | Prepaid expenses and other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives 1 0
Derivatives not designated as hedging instruments | Embedded derivatives | Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives $ 0 $ 0
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Amounts Affecting Consolidated Statements of Income (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Foreign exchange forwards and options | Other (income) expense, net | Derivatives not designated as hedging instruments
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in income on derivatives $ 64 $ (30) $ (91)
Embedded derivatives | Other (income) expense, net | Derivatives not designated as hedging instruments
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in income on derivatives 1 0 0
Derivatives designated as cash flow hedges
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in other comprehensive income on derivatives 263 [1] (308) [1] 115 [1]
Amount of gain (loss) reclassified from accumulated other comprehensive income into income (63) [1] 108 [1] 168 [1]
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in other comprehensive income on derivatives (29) [1] (87) [1] (30) [1]
Amount of gain (loss) reclassified from accumulated other comprehensive income into income 5 [1] (30) [1] 51 [1]
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Cost of sales
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in other comprehensive income on derivatives 253 [1] (152) [1] 89 [1]
Amount of gain (loss) reclassified from accumulated other comprehensive income into income (57) [1] 103 [1] 60 [1]
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Selling and administrative expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in other comprehensive income on derivatives 3 [1] (4) [1] 5 [1]
Amount of gain (loss) reclassified from accumulated other comprehensive income into income (2) [1] 1 [1] 1 [1]
Derivatives designated as cash flow hedges | Foreign exchange forwards and options | Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in other comprehensive income on derivatives 36 [1] (65) [1] 51 [1]
Amount of gain (loss) reclassified from accumulated other comprehensive income into income (9) [1] 34 [1] 56 [1]
Derivatives designated as net investment hedges | Foreign exchange forwards and options | Other (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in other comprehensive income on derivatives 45 [1] (85) [1] 66 [1]
Amount of gain (loss) reclassified from accumulated other comprehensive income into income 0 [1] 0 [1] 0 [1]
Derivatives designated as fair value hedges | Interest rate swap contracts | Interest (income) expense, net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of gain (loss) recognized in income on derivatives $ 6 [2] $ 6 [2] $ 7 [2]
[1] For the years ended May 31, 2012, 2011, and 2010, the amounts recorded in other expense (income), net as a result of hedge ineffectiveness and the discontinuance of cash flow hedges because the forecasted transactions were no longer probable of occurring were immaterial.
[2] All interest rate swap agreements meet the shortcut method requirements under the accounting standards for derivatives and hedging. Accordingly, changes in the fair values of the interest rate swap agreements are considered to exactly offset changes in the fair value of the underlying long-term debt. Refer to "Fair Value Hedges" in this note for additional detail.
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Information by Operating Segments (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue $ 24,128 $ 20,862 $ 19,014
Earnings Before Interest and Taxes 2,986 2,848 2,523
Interest expense, net 3 4 6
Additions to Long-lived Assets 597 432 335
Income before income taxes 2,983 2,844 2,517
Depreciation 373 335 324
NIKE Brand
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 21,072 18,145 16,443
Earnings Before Interest and Taxes 3,561 3,318 3,066
Additions to Long-lived Assets 454 276 241
Depreciation 262 220 208
NIKE Brand | North America
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 8,839 7,579 6,697
Earnings Before Interest and Taxes 2,007 1,736 1,538
Additions to Long-lived Assets 131 79 45
Depreciation 78 70 65
NIKE Brand | Western Europe
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 4,144 3,868 3,839
Earnings Before Interest and Taxes 597 730 807
Additions to Long-lived Assets 93 75 59
Depreciation 62 52 57
NIKE Brand | Central & Eastern Europe
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 1,200 1,040 999
Earnings Before Interest and Taxes 234 244 249
Additions to Long-lived Assets 20 5 4
Depreciation 6 4 4
NIKE Brand | Greater China
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 2,539 2,060 1,742
Earnings Before Interest and Taxes 911 777 637
Additions to Long-lived Assets 38 43 80
Depreciation 25 19 11
NIKE Brand | Japan
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 829 766 882
Earnings Before Interest and Taxes 136 114 180
Additions to Long-lived Assets 14 9 12
Depreciation 23 22 26
NIKE Brand | Emerging Markets
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 3,410 2,736 2,198
Earnings Before Interest and Taxes 853 688 521
Additions to Long-lived Assets 27 21 11
Depreciation 15 14 12
NIKE Brand | Global Brand Divisions
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 111 96 86
Earnings Before Interest and Taxes (1,177) (971) (866)
Additions to Long-lived Assets 131 44 30
Depreciation 53 39 33
Other Businesses
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue 3,095 2,786 2,564
Earnings Before Interest and Taxes 341 335 298
Additions to Long-lived Assets 34 38 52
Depreciation 45 44 46
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Net Revenue (39) (69) 7
Earnings Before Interest and Taxes (916) (805) (841)
Additions to Long-lived Assets 109 118 42
Depreciation $ 66 $ 71 $ 70
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Accounts Receivable Net Inventories and Property Plant and Equipment Net by Operating Segments (Detail) (USD $)
In Millions, unless otherwise specified
May 31, 2012
May 31, 2011
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net $ 3,280 $ 3,138
Inventories 3,350 2,715
Property, Plant and Equipment, net 2,279 2,115
NIKE Brand
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 2,709 2,641
Inventories 2,796 2,301
Property, Plant and Equipment, net 1,536 1,394
NIKE Brand | North America
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 1,149 1,069
Inventories 1,272 1,034
Property, Plant and Equipment, net 378 330
NIKE Brand | Western Europe
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 420 500
Inventories 488 434
Property, Plant and Equipment, net 314 338
NIKE Brand | Central & Eastern Europe
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 261 290
Inventories 180 145
Property, Plant and Equipment, net 30 13
NIKE Brand | Greater China
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 221 140
Inventories 217 152
Property, Plant and Equipment, net 191 179
NIKE Brand | Japan
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 152 153
Inventories 83 82
Property, Plant and Equipment, net 359 360
NIKE Brand | Emerging Markets
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 476 466
Inventories 521 429
Property, Plant and Equipment, net 59 58
NIKE Brand | Global Brand Divisions
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 30 23
Inventories 35 25
Property, Plant and Equipment, net 205 116
Other Businesses
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 549 471
Inventories 511 414
Property, Plant and Equipment, net 146 164
Corporate
Segment Reporting, Asset Reconciling Item [Line Items]
Accounts Receivable, net 22 26
Inventories 43 0
Property, Plant and Equipment, net $ 597 $ 557
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Revenues by Major Product Line (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Revenue from External Customer [Line Items]
Revenues $ 24,128 $ 20,862 $ 19,014
Footwear
Revenue from External Customer [Line Items]
Revenues 13,426 11,518 10,301
Apparel
Revenue from External Customer [Line Items]
Revenues 6,333 5,513 5,026
Equipment
Revenue from External Customer [Line Items]
Revenues 1,202 1,018 1,030
Other products
Revenue from External Customer [Line Items]
Revenues $ 3,167 $ 2,813 $ 2,657
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Operating Segments and Related Information - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
U.S. operations
Regional Reporting Disclosure [Line Items]
Revenues $ 10,247 $ 8,956 $ 7,914
Long-lived assets attributable to operations 1,260 1,115 1,070
Japan
Regional Reporting Disclosure [Line Items]
Long-lived assets attributable to operations 363 363 336
BELGIUM
Regional Reporting Disclosure [Line Items]
Long-lived assets attributable to operations 164 182 164
China
Regional Reporting Disclosure [Line Items]
Long-lived assets attributable to operations $ 188 $ 175 $ 144
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SCHEDULE II - Valuation and Qualifying Accounts (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
May 31, 2012
May 31, 2011
May 31, 2010
Valuation and Qualifying Accounts Disclosure [Line Items]
Balance at Beginning of Period $ 124 $ 117 $ 111
Charged to Costs and Expenses 24 25 46
Charged to Other Accounts (10) 15 (10)
Write-Offs Net of Recoveries (43) (33) (30)
Balance at End of Period $ 95 $ 124 $ 117
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