Nike 2014 Annual Report Download - page 36

PART II
On November 1, 2011, we entered into a committed credit facility agreement
with a syndicate of banks which provides for up to $1 billion of borrowings
with the option to increase borrowings to $1.5 billion with lender approval.
Following an extension agreement on September 17, 2013 between the
Company and the syndicate of banks, the facility matures November 1, 2017,
with a one-year extension option exercisable through October 31, 2014. No
amounts were outstanding under this facility as of May 31, 2014 or 2013.
We currently have long-term debt ratings of AA- and A1 from Standard and
Poor’s Corporation and Moody’s Investor Services, respectively. If our long-
term debt rating were to decline, the facility fee and interest rate under our
committed credit facility would increase. Conversely, if our long-term debt
rating were to improve, the facility fee and interest rate would decrease.
Changes in our long-term debt rating would not trigger acceleration of
maturity of any then-outstanding borrowings or any future borrowings under
the committed credit facility. Under this committed revolving credit facility, we
have agreed to various covenants. These covenants include limits on our
disposal of fixed assets, the amount of debt secured by liens we may incur, as
well as a minimum capitalization ratio. In the event we were to have any
borrowings outstanding under this facility and failed to meet any covenant,
and were unable to obtain a waiver from a majority of the banks in the
syndicate, any borrowings would become immediately due and payable. As
of May 31, 2014, we were in full compliance with each of these covenants
and believe it is unlikely we will fail to meet any of these covenants in the
foreseeable future.
Liquidity is also provided by our $1 billion commercial paper program. During
the year ended May 31, 2014, we did not issue commercial paper, and as of
May 31, 2014, there were no outstanding borrowings under this program. We
may continue to issue commercial paper or other debt securities during fiscal
2015 depending on general corporate needs. We currently have short-term
debt ratings of A1+ and P1 from Standard and Poor’s Corporation and
Moody’s Investor Services, respectively.
As of May 31, 2014, we had cash, cash equivalents, and short-term
investments totaling $5.1 billion, of which $2.5 billion was held by our foreign
subsidiaries. Cash equivalents and short-term investments consist primarily of
deposits held at major banks, money market funds, commercial paper,
corporate notes, U.S. Treasury obligations, U.S. government sponsored
enterprise obligations, and other investment grade fixed income
securities. Our fixed income investments are exposed to both credit and
interest rate risk. All of our investments are investment grade to minimize our
credit risk. While individual securities have varying durations, as of May 31,
2014 the average duration of our short-term investments and cash
equivalents portfolio was 126 days.
To date we have not experienced difficulty accessing the credit markets or
incurred higher interest costs. Future volatility in the capital markets, however,
may increase costs associated with issuing commercial paper or other debt
instruments or affect our ability to access those markets. We believe that
existing cash, cash equivalents, short-term investments, and cash generated
by operations, together with access to external sources of funds as described
above, will be sufficient to meet our domestic and foreign capital needs in the
foreseeable future.
We utilize a variety of tax planning and financing strategies to manage our
worldwide cash and deploy funds to locations where they are needed. We
routinely repatriate a portion of our foreign earnings for which U.S. taxes have
previously been provided. We also indefinitely reinvest a significant portion of
our foreign earnings, and our current plans do not demonstrate a need to
repatriate these earnings. Should we require additional capital in the United
States, we may elect to repatriate indefinitely reinvested foreign funds or raise
capital in the United States through debt. If we were to repatriate indefinitely
reinvested foreign funds, we would be required to accrue and pay additional
U.S. taxes less applicable foreign tax credits. If we elect to raise capital in the
United States through debt, we would incur additional interest expense.
Off-Balance Sheet Arrangements
In connection with various contracts and agreements, we routinely provide
indemnification relating to the enforceability of intellectual property rights,
coverage for legal issues that arise and other items where we are acting as the
guarantor. Currently, we have several such agreements in place. However,
based on our historical experience and the estimated probability of future loss,
we have determined that the fair value of such indemnification is not material
to our financial position or results of operations.
Contractual Obligations
Our significant long-term contractual obligations as of May 31, 2014 and significant endorsement contracts entered into through the date of this report are as
follows:
Description of Commitment Cash Payments Due During the Year Ending May 31,
(In millions) 2015 2016 2017 2018 2019 Thereafter Total
Operating Leases $ 427 $ 399 $ 366 $ 311 $ 251 $ 1,050 $ 2,804
Capital Leases 36 35 1 1 1 — 74
Long-term Debt(1) 46 145 79 56 37 1,488 1,851
Endorsement Contracts(2) 991 787 672 524 349 1,381 4,704
Product Purchase Obligations(3) 3,688 —————3,688
Other(4) 309 108 78 7 3 12 517
TOTAL $ 5,497 $ 1,474 $ 1,196 $ 899 $ 641 $ 3,931 $ 13,638
(1) The cash payments due for long-term debt include estimated interest payments. Estimates of interest payments are based on outstanding principal amounts, applicable fixed interest rates
or currently effective interest rates as of May 31, 2014 (if variable), timing of scheduled payments, and the term of the debt obligations.
(2) The amounts listed for endorsement contracts represent approximate amounts of base compensation and minimum guaranteed royalty fees we are obligated to pay athlete and sport
team endorsers of our products. Actual payments under some contracts may be higher than the amounts listed as these contracts provide for bonuses to be paid to the endorsers based
upon athletic achievements and/or royalties on product sales in future periods. Actual payments under some contracts may also be lower as these contracts include provisions for reduced
payments if athletic performance declines in future periods.
In addition to the cash payments, we are obligated to furnish our endorsers with NIKE product for their use. It is not possible to determine how much we will spend on this product on an
annual basis as the contracts generally do not stipulate a specific amount of cash to be spent on the product. The amount of product provided to the endorsers will depend on many
factors, including general playing conditions, the number of sporting events in which they participate, and our own decisions regarding product and marketing initiatives. In addition, the
costs to design, develop, source, and purchase the products furnished to the endorsers are incurred over a period of time and are not necessarily tracked separately from similar costs
incurred for products sold to customers.
(3) We generally order product at least four to five months in advance of sale based primarily on futures orders received from customers. 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 that specify all significant
terms. In some cases, prices are subject to change throughout the production process. The reported amounts exclude product purchase liabilities included in Accounts payable on the
Consolidated Balance Sheet as of May 31, 2014.
(4) Other amounts primarily include service and marketing commitments made in the ordinary course of business. The amounts represent the minimum payments required by legally binding
contracts and agreements that specify all significant terms, including open purchase orders for non-product purchases. The reported amounts exclude those liabilities included in
Accounts payable or Accrued liabilities on the Consolidated Balance Sheet as of May 31, 2014.
NIKE, INC. 2014 Annual Report and Notice of Annual Meeting 79
FORM 10-K