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For fiscal 2018 , contract factories in China, Vietnam and Thailand produced approximately 26%, 18% and 10% of total NIKE Brand apparel, respectively. In most instances, the Company's products are released soon after technological feasibility has been established. Estimates of interest payments are based on outstanding principal amounts, applicable fixed interest rates or currently effective interest rates as of. Gross margin decreased 370 basis points as higher full-price ASP was more than offset by unfavorable standard foreign currency exchange rates and higher product costs. Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies and growth, particularly in emerging markets, depends on the proper operation of our distribution facilities, the development or expansion of additional distribution capabilities and the timely performance of services by third parties (including those involved in shipping product to and from our distribution facilities). At May 31, 2018 and 2017 , the Company did not hold any short-term investments classified as trading or held-to-maturity. The following table summarizes the Company's total stock-based compensation expense recognized in Cost of sales or Operating overhead expense , as applicable: Expense for stock options includes the expense associated with stock appreciation rights. Unit sales of footwear increased 9%. In accordance with U.S. GAAP, the Company has made an accounting policy election to treat taxes due under the GILTI provision as a current period expense. Because of its inherent limitations, internal control over financial reporting may not prevent or detect every misstatement and instance of fraud. These provisions could also discourage proxy contests for control of the Company. NIKE Direct revenues increased 21%, fueled by comparable store sales growth of 11%, strong digital commerce sales growth and the addition of new stores. Revenues for Converse decreased 8% and 11% on a reported and currency-neutral basis, respectively, primarily driven by lower revenues in North America. Social media cookies offer the possibility to connect you to your social networks and share content from our website through social media. Dollar currency pairs . Refer to Note 1 - Summary of Significant Accounting Policies for additional information on the adoption of ASU 2018-02 during the third quarter of fiscal 2018. On a currency-neutral basis, APLA revenues increased 10%, driven by higher revenues in every territory. If our credit ratings are lowered, borrowing costs for future long-term debt or short-term credit facilities may increase and our financing options, including our access to the unsecured credit market, could be limited. Additionally, ASU 2016-09 modified the classification of certain share-based payment activities within the statement of cash flows, which the Company applied retrospectively. In addition to the cash payments, we are obligated to furnish our endorsers with NIKE product for their use. Gains and losses associated with terminated interest rate swaps, which were previously designated as cash flow hedges and recorded in Accumulated other comprehensive income, will be released through Interest expense (income), net over the term of the issued debt. On a wholesale equivalent and currency-neutral basis, fiscal 2017 NIKE Brand Men's revenues increased 6%, driven by significant growth in Sportswear, Running and the Jordan Brand, while Women ' s revenues increased 8%, led by growth in Sportswear and Running. PRODUCT BENEFITS: Nike Dry fabric helps you stay dry and comfortable. Global Brand Divisions primarily represent demand creation, operating overhead and product creation and design expenses that are centrally managed for the NIKE Brand. The currency-neutral increase in NIKE Brand apparel revenues for fiscal 2018 was fueled by growth in nearly all key categories, most notably Sportswear, NIKE Basketball and Football (Soccer). There have been no changes in the redeemable preferred stock in the three years ended May 31, 2018 , 2017 and 2016 . 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% . NIKE is the largest seller of athletic footwear and apparel in the world. We may also be subject to restrictive covenants that would reduce our flexibility to, among other things, incur additional indebtedness, make restricted payments, pledge assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. In June 2017, we announced the Consumer Direct Offense, a new company alignment designed to allow NIKE to better serve the consumer personally, at scale. We experience moderate fluctuations in aggregate sales volume during the year. We must, therefore, respond to trends and shifts in consumer preferences by adjusting the mix of existing product offerings, developing new products, styles and categories and influencing sports and fitness preferences through extensive marketing. In the future, we may be unable to access financing in the credit and capital markets at reasonable rates in the event we find it desirable to do so. We monitor protectionist trends and developments throughout the world that may materially impact our industry, and we engage in administrative and judicial processes to mitigate trade restrictions. Our international operations are also subject to compliance with the U.S. Foreign Corrupt Practices Act, or FCPA, and other anti-bribery laws applicable to our operations. The total intrinsic value of the options exercised during the years ended May 31, 2018 , 2017 and 2016 was $889 million , $594 million and $946 million , respectively. In addition, manufacturing delays or unexpected demand for our products may require us to use faster, but more expensive, transportation methods such as air freight, which could adversely affect our profit margins. Our NIKE Direct and Converse direct to consumer operations sell NIKE Brand, Jordan Brand, Hurley and Converse products to consumers through various digital platforms. Refer to Selected Quarterly Financial Data in Part II, Item 6 of this Report for information regarding quarterly high and low sales prices for the Class B Common Stock as reported on the New York Stock Exchange Composite Tape, and for dividends declared on the Class A and Class B Common Stock. Diluted earnings per common share reflects a 2% decline in the weighted average diluted common shares outstanding, driven by our share repurchase program. The Company reviews the carrying value of long-lived assets or asset groups to be used in operations whenever events or changes in circumstances indicate the carrying amount of the assets might not be recoverable. The strength of our brand, our compelling product and innovation, our leading digital ecosystem and more are all fueling our growing separation. The foregoing is qualified in its entirety by reference to the form of DPA, which is filed as Exhibit 10.22 hereto and incorporated by reference herein. Refer to Note 17 - Operating Segments and Related Information for additional information. If any of these or other factors make the conduct of business in a particular country undesirable or impractical, our business could be adversely affected. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our Class B Common Stock is traded publicly, and at any given time various securities analysts follow our financial results and issue reports on us. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 Refer to Note 16 - Risk Management and Derivatives for more information on the Company's risk management program and derivatives. Others include all unisex products, equipment and other products not allocated to Men's, Women's and Young Athletes', as well as certain adjustments that are not allocated to products designated by gender or age. Operating overhead expense increased due to higher administrative costs, which more than offset lower wage-related expenses. We take various actions to prevent the unauthorized use and/or disclosure of our confidential information and intellectual property rights. Find PUMA's fastest annual report and our annual reports back to 1998 as well as statements about our quarterly results. A reconciliation from the U.S. statutory federal income tax rate to the effective income tax rate is as follows: Remeasurement of deferred tax assets and liabilities related to the Tax Act, Excess tax benefits from share-based compensation. We make ongoing estimates relating to the ability to collect our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In the United States, NIKE has seven significant distribution centers. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Realized gains and losses on the sale of securities are determined by specific identification. Level 3 investments are valued using internally developed models with unobservable inputs and are an immaterial portion of our portfolio. In certain contracts, we offer minimum guaranteed royalty payments. Amounts included in this column primarily relate to foreign currency translation. The Audit & Finance Committee is responsible for the appointment of the independent registered public accounting firm and reviews, with the independent registered public accounting firm, management and the internal corporate audit staff, the scope and the results of the annual audit, the effectiveness of the accounting control system and other matters relating to the financial affairs of NIKE as the Audit & Finance Committee deems appropriate. These policies require we make estimates in the preparation of our financial statements as of a given date. Where exposures are hedged, our program has the effect of delaying the impact of exchange rate movements on our Consolidated Financial Statements. We believe that our intellectual property rights are important to our brand, our success and our competitive position. *, Form of Non-Statutory Stock Option Agreement for options granted to executives after May 31, 2010 under the Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018). SECURITIES AND EXCHANGE COMMISSION. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the "Tax Act"), which includes a number of significant changes to previous U.S. tax laws that impact us, including provisions for a one-time transition tax on deemed repatriation of undistributed foreign earnings, and a reduction in the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017, among other changes. We report our NIKE Brand operations based on our internal geographic organization. The Company will adopt the standard on June 1, 2018 using a modified retrospective approach with the cumulative effect of initially applying the new standard recognized in retained earnings at the date of adoption. Sales through our NIKE Direct operations are managed within each geographic operating segment. While we strive to produce products that help to enhance athletic performance, reduce injury and maximize comfort, if we fail to introduce technical innovation in our products, consumer demand for our products could decline, and if we experience problems with the quality of our products, we may incur substantial expense to remedy the problems. We estimate the combination of the translation of foreign currency-denominated profits from our international businesses and the year-over-year change in foreign currency-related gains and losses included in Other expense (income), net had an unfavorable impact on our Income before income taxes of $59 million for fiscal 2017. Annual report [Section 13 and 15(d), not S-K Item 405] You are in control of what you put into the programme and therefore what you get out of it. 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. At May 31, 2018, there were no provisions for which the Company was unable to record a reasonable estimate of the impact. *, Form of Restricted Stock Unit Agreement under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended February 28, 2018). COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG NIKE, INC.; S&P 500 INDEX; S&P APPAREL, ACCESSORIES & LUXURY GOODS INDEX; AND THE DOW JONES U.S. In some cases these cookies can improve the speed with which we can process your request as they allow us to remember site preferences that you’ve selected. You'll do a variety of workouts that will make you faster, including short and long intervals, fartlek runs, hill workouts and tempo runs. In the event we determine a smaller or larger allowance is appropriate, we would record a credit or a charge to Operating overhead expense in the period in which such a determination is made. *, Form of Non-Statutory Stock Option Agreement for options granted to executives prior to May 31, 2010 under the 1990 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2009). The 10K is one of the most popular distances to race in the world. In some cases, prices are subject to change throughout the production process. The facility fee is 0.045% of the total commitment. Dollars for consolidated reporting. In addition, even if we are able to expand existing or find new manufacturing or sources of materials, we may encounter delays in production and added costs as a result of the time it takes to train suppliers and manufacturers in our methods, products, quality control standards and labor, health and safety standards. The updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Our leases expire at various dates through the year 2035. For more information about this processing of personal data, check our Privacy & Cookie Policy. Although the timing of resolution of audits is not certain, the Company evaluates all domestic and foreign audit issues in the aggregate, along with the expiration of applicable statutes of limitations, and estimates that it is reasonably possible the total gross unrecognized tax benefits could decrease by up to $163 million within the next 12 months. These sales generate a foreign currency exposure. Typically, the Company may enter into hedge contracts starting up to 12 to 24 months in advance of the forecasted transaction and may place incremental hedges up to 100% of the exposure by the time the forecasted transaction occurs. This, in addition to rapid changes in technology and consumer preferences in the markets for athletic and leisure footwear and apparel and athletic equipment, constitute significant risk factors in our operations. Certain fiscal 2018 financial ratios reflect the impact of the Tax Cuts and Jobs Act. We periodically discover counterfeit reproductions of our products or products that otherwise infringe our intellectual property rights. *, Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed September 23, 2015). Revenues for our Young Athletes' business decreased 1%, as growth in Football (Soccer), was more than offset by lower revenues in the Jordan Brand. Consumer connection and affinity for brands and products, developed through marketing and promotion; social media interaction; customer support and service; identification with prominent and influential athletes, public figures, coaches, teams, colleges and sports leagues who endorse our brands and use our products and active engagement through sponsored sporting events and clinics. Within the Consolidated Statements of Shareholders' Equity, the Company has made corresponding revisions of $2.6 billion , $0.1 billion and $0.2 billion for the periods ended May 31, 2015, 2016 and, 2017, respectively. If factors change and we use different assumptions for estimating stock-based compensation expense in future periods, stock-based compensation expense may differ materially in the future from that recorded in the current period. Certain contracts provide for contingent payments to endorsers based upon specific achievements in their sports (e.g., winning a championship). This includes, for example, the uncertainty surrounding the effect of Brexit, including changes to the legal and regulatory framework that apply to the United Kingdom and its relationship with the European Union, as well as new and proposed changes affecting tax laws and trade policy in the U.S. and elsewhere as further described below under " We could be subject to changes in tax rates, adoption of new tax laws, additional tax liabilities or increased volatility in our effective tax rate " and " Changes to U.S. trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations . " She was appointed as Vice President and Senior Business Partner in 2011 and Vice President, Chief Talent and Diversity Officer in 2012. As a result of the execution of this strategy, our long-term financial goals through fiscal 2023, on average, per year, are as follows: Gross margin expansion of as much as 50 basis points ; Slight selling and administrative expense leverage; Low-thirties percentage rate of return on invested capital. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Update your location? whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). NIKE is a consumer products company and the relative popularity of various sports and fitness activities and changing design trends affect the demand for our products. We expense these payments in Cost of sales as the related sales occur. We sell our products through NIKE-owned retail stores and through digital platforms (which we refer to collectively as our "NIKE Direct" operations), to retail accounts and a mix of independent distributors, licensees and sales representatives in virtually all countries around the world. The Company has available domestic and foreign loss carry-forwards of $289 million at May 31, 2018 . All of our investments are investment grade to minimize our credit risk. To manage this risk, the Company has established strict counterparty credit guidelines that are continually monitored. In fiscal 2018 , five footwear contract manufacturers each accounted for greater than 10% of fiscal 2018 footwear production and in aggregate accounted for approximately 69% of NIKE Brand footwear production in fiscal 2018 . The aggregate intrinsic value was the amount by which the market value of the underlying stock exceeded the exercise price of the options. The Company ' s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 8. Operating results of the Converse brand are reported on a stand-alone basis. This plan was designed around an 8-week schedule, and Guided Runs were built to adapt to your experience level and intended to be uniquely flexible to your needs. Unit sales of apparel increased 12% and higher ASP per unit contributed approximately 4 percentage points of apparel revenue growth. We rely on technical innovation and high-quality products to compete in the market for our products. Prepayments made under contracts are included in Prepaid expenses and other current assets or Deferred income taxes and other assets depending on the period to which the prepayment applies. Refer to Note 16 - Risk Management and Derivatives in the accompanying Notes to the Consolidated Financial Statements for additional detail. We conduct business in various currencies and have transactions which subject us to foreign currency risk. In the ordinary course of business, we are involved in legal proceedings regarding contractual and employment relationships, product liability claims, trademark rights and a variety of other matters. Technical innovation in the design and manufacturing process of footwear, apparel and athletic equipment receives continued emphasis as we strive to produce products that help to enhance athletic performance, reduce injury and maximize comfort, while reducing waste. However, references to wholesale equivalent revenues and currency-neutral revenues should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with U.S. GAAP and may not be comparable to similarly titled non-GAAP measures used by other companies. Dollars for consolidated financial reporting, as weakening of foreign currencies relative to the U.S. Dollar adversely affects the U.S. Dollar value of the Company's foreign currency-denominated sales and earnings. We have, in the past, and may in the future, also use forward or options contracts to hedge our investment in the net assets of certain international subsidiaries to offset foreign currency translation adjustments related to our net investment in those subsidiaries. For example, we and our subsidiaries are engaged in a number of intercompany transactions across multiple tax jurisdictions. The Exhibits filed herewith do not include certain instruments with respect to long-term debt of NIKE and its subsidiaries, inasmuch as the total amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of NIKE and its subsidiaries on a consolidated basis. 99, Materiality, codified in ASC 250, Presentation of Financial Statements, and concluded that these misstatements were not material to any prior annual or interim period. Embedded derivative contracts are separated from the related purchase order, as further described within the Embedded Derivatives section below. Global Brand Divisions' loss before interest and taxes decreased 1% for fiscal 2018 as total selling and administrative expense was largely unchanged compared to fiscal 2017. For fiscal 2017, NIKE Direct revenues represented approximately 28% of our total NIKE Brand revenues compared to 26% for fiscal 2016. Cost of sales consists primarily of inventory costs, as well as warehousing costs (including the cost of warehouse labor), third-party royalties, certain foreign currency hedge gains and losses and product design costs. Refer to, Note 1 - Summary of Significant Accounting Policies, Certain fiscal 2018 financial ratios reflect the impact of the Tax Cuts and Jobs Act. In territories we define as "direct distribution markets," Converse designs, markets and sells products directly to distributors and wholesale customers, and to consumers through direct to consumer operations. We estimate the combination of translation of foreign currency-denominated profits from our international businesses and the year-over-year change in foreign currency related gains and losses included in Other expense (income), net had an unfavorable impact of approximately $110 million and $59 million on our Income before income taxes for the years ended May 31, 2018 and 2017, respectively. The fixed interest rate Japanese Yen denominated debt instruments were issued by and are accounted for by one of our Japanese subsidiaries. Represents a provisional estimate of the future cash payments due as part of the transition tax on deemed repatriation of undistributed earnings of foreign subsidiaries, which is reflected net of foreign tax credits we expect to utilize. We file for, own and maintain many U.S. and foreign utility patents, as well as many U.S. and foreign design patents protecting components, technologies, materials, manufacturing techniques, features, functionality, and industrial and aesthetic designs used in and for the manufacture of various athletic and leisure footwear and apparel, athletic equipment and digital devices and related software applications. We pursue available protections of these rights and vigorously protect them against third-party theft and infringement. Conversion of markets from licensed to direct distribution increased total Converse revenues by approximately 1 percentage point for fiscal 2018. The amounts listed for product purchase obligations represent agreements (including open purchase orders) to purchase products in the ordinary course of business that are enforceable and legally binding and specify all significant terms. During the years ended May 31, 2017 and 2016, income tax benefits of $177 million and $281 million , respectively, attributable to employee share-based compensation were allocated to Total shareholders' equity. At May 31, 2018 , the total notional amount of all embedded derivatives outstanding was approximately $260 million . In addition to the products we sell to our wholesale customers and directly to consumers through our NIKE Direct operations, we have also entered into license agreements that permit unaffiliated parties to manufacture and sell, using NIKE-owned trademarks, certain apparel, digital devices and applications and other equipment designed for sports activities. This continual estimation process periodically results in a change to our expected effective tax rate for the fiscal year. The currency-neutral increase in footwear revenues was led by Sportswear, Running and the Jordan Brand, partially offset by declines in Football (Soccer) and Training. Total advertising and promotion expenses, which the Company refers to as Demand creation expense, were $3,577 million , $3,341 million and $3,278 million for the years ended May 31, 2018 , 2017 and 2016 , respectively. The increase in ASP per unit was attributable to higher full-price ASP, partially offset by lower ASP in our NIKE Direct business and unfavorable off-price mix. For more information see our. In addition, disease outbreaks, terrorist acts and military conflict have increased the risks of doing business abroad. Risk Factors. The Company recognizes interest and penalties related to income tax matters in Income tax expense . Gathered elastic waistband with drawcord delivers adjustable comfort. Refer to Note 6 - Fair Value Measurements for more information on the Company's short-term investments. The VaR determines the maximum potential one-day loss in the fair value of these foreign exchange rate-sensitive financial instruments. Our distribution facilities could be interrupted by information technology problems and disasters such as earthquakes or fires. View, Social media cookies offer the possibility to connect you to your social networks and share content from our website through social media. As a result of the adoption, during fiscal 2018, the Company recognized  $230 million of excess tax benefits related to share-based payment awards in  Income tax expense  in the Consolidated Statements of Income. The benefit of the tax holiday on diluted earnings per common share was $0.08 , $0.11 and $0.10 for the fiscal years ended May 31, 2018 , 2017 and 2016 , respectively. Not be successful in attracting and retaining such sponsorships and other original works loans, and fixed-rate debt of maturities... Human Resources in July 2017 `` fair value and classified based on ability. A customer 's financial condition global Human Resources in July 2017 we place considerable emphasis on innovation and construction... If athletic performance declines in nike 10k pdf categories and we may not be adequate prevent... Forecasted future purchases and the addition of new stores fiscal 2017, respectively first fourth. For NIKE Brand impressive work of NIKE, Inc. and its subsidiaries ( ''! Dividend equivalent cash payments due for long-term debt ratings were to decline, the accounts. Trade names and trademarks income are dependent on future taxable earnings and is therefore uncertain 12.2 billion as of Brand... Patents, which serves as collateral for the impressive work of NIKE Brand Geographies and sales of particular products average! Our hedging policy is designed to allow NIKE to better serve the nike 10k pdf personally at. And Retained earnings by jurisdiction during the design and development play a key role in innovation!, importation and/or sale of certain Share-Based Payment Accounting 13a-14 ( a ) /15d-14 a... 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