UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended May 31, 2018
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-10635
NIKE, Inc.
(Full title of the plan)
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
(Name of issuer of the securities held pursuant to the plan)
One Bowerman Drive
Beaverton, Oregon 97005
(Address of the plan and address of issuers principal executive offices)
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Index
Report of Independent Registered Public Accounting Firm
Plan Administrator and Participants
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Beaverton, Oregon
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the 401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc. (the Plan) as of May 31, 2018, the related statement of changes in net assets available for benefits for the year ended May 31, 2018, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of May 31, 2018, and the changes in net assets available for benefits for the year ended May 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on the Plans financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plans management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedules of assets (held at end of year) as of May 31, 2018 and of reportable transactions for the year ended May 31, 2018 have been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plans management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ BDO USA, LLP
We have served as the Plans auditor since 2018.
Seattle, Washington
December 12, 2018
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator
401(k) Savings and Profit Sharing Plan
for Employees of NIKE, Inc.
We have audited the accompanying statement of net assets available for benefits of the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. (the Plan) as of May 31, 2017. This financial statement is the responsibility of the Plans management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets of the Plan at May 31, 2017 in conformity with accounting principles generally accepted in the United States of America.
/s/ Plante & Moran, PLLC
Chicago, Illinois
November 17, 2017, except for Note 8, as to which the date is December 12, 2018
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Statements of Net Assets Available for Benefits
May 31, 2018 and 2017
2018 | 2017 | |||||||
Assets |
||||||||
Investments, at fair value |
$ | 4,109,416,782 | $ | 3,623,692,941 | ||||
Receivables |
||||||||
Employer contributions |
60,175,147 | 67,639,579 | ||||||
Notes receivable from participants |
40,350,778 | 37,436,462 | ||||||
Participant contributions |
228,857 | 285,469 | ||||||
Accrued interest and dividends |
8,852 | 4,670 | ||||||
Due from broker for securities sold |
| 464,912 | ||||||
|
|
|
|
|||||
Total receivables |
100,763,634 | 105,831,092 | ||||||
|
|
|
|
|||||
Total assets |
4,210,180,416 | 3,729,524,033 | ||||||
|
|
|
|
|||||
Liabilities |
||||||||
Other payables |
| 255,854 | ||||||
Accrued expenses |
84,748 | 128,936 | ||||||
|
|
|
|
|||||
Total liabilities |
84,748 | 384,790 | ||||||
|
|
|
|
|||||
Net assets available for benefits |
$ | 4,210,095,668 | $ | 3,729,139,243 | ||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
3
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Statement of Changes in Net Assets Available for Benefits
Year Ended May 31, 2018
2018 | ||||
Additions |
||||
Investment income |
||||
Net appreciation in fair value of investments |
$ | 530,739,864 | ||
Interest and dividends |
15,208,091 | |||
|
|
|||
Total investment income |
545,947,955 | |||
Less: Investment expenses |
(163,841 | ) | ||
|
|
|||
Net investment income |
545,784,114 | |||
|
|
|||
Interest income on notes receivable from participants |
1,720,780 | |||
|
|
|||
Contributions |
||||
Employer, net of forfeitures |
141,328,573 | |||
Participant |
130,126,211 | |||
Rollover |
16,150,666 | |||
|
|
|||
Total contributions |
287,605,450 | |||
|
|
|||
Total additions |
835,110,344 | |||
|
|
|||
Deductions |
||||
Benefits paid to participants |
(353,165,127 | ) | ||
Administrative expenses |
(988,792 | ) | ||
|
|
|||
Total deductions |
(354,153,919 | ) | ||
|
|
|||
Net increase |
480,956,425 | |||
Net assets available for benefits |
||||
Beginning of year |
3,729,139,243 | |||
|
|
|||
End of year |
$ | 4,210,095,668 | ||
|
|
The accompanying notes are an integral part of these financial statements.
4
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
May 31, 2018 and 2017
1. | Description of the Plan |
The following description of the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions.
General
The Plan was established to provide for the retirement income requirements of and sharing in NIKE, Inc. (the Company) profits by eligible employees of the Company and a retirement savings program for the employees of the Company not covered by a collective bargaining agreement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Administration of the Plan is performed by the Retirement Investment Committee. The Plan is amended from time to time in order to comply with changes in applicable laws and to make changes in Plan administration.
The Northern Trust Company (Northern Trust or the Trustee) is the trustee and Fidelity Investments (Fidelity or the Record keeper) is the record keeper of the Plans net assets. Self-directed brokerage account assets are held in the custody of Fidelity (the Custodian) and are maintained by the Trustee. The Plans investment decisions are overseen by the Retirement Investment Committee. Members of the Retirement Investment Committee are appointed by the Board of Directors of the Company. The Company changed to Fidelity as a record keeper on July 1, 2017. The prior record keeper, Alight Solutions (Alight), acted as record keeper solely for the period June 1, 2017 through June 30, 2017 during fiscal year 2018.
Eligibility
All employees, except those employees who are (1) covered by a collective bargaining agreement, (2) living outside the United States and not covered by the Company expatriate program, (3) working at the Companys Memphis Apparel Distribution Center, whose employment is established pursuant to the Companys Seasonal On Call Casual Employee Reserve (SOCCER) program, (4) not common-law employees, such as leased employees and individuals designated by NIKE as independent contractors, or (5) residing in Puerto Rico and working at the Puerto Rico facility, become eligible to receive profit sharing contributions on the first day of the Plan fiscal year coinciding with or immediately preceding completion of one year of employment with at least 1,000 hours of service. Employees are eligible to participate in the 401(k) portion of the Plan on the first day of employment.
Contributions
Participants may contribute up to 75% of their pre-tax annual compensation to the Plan, subject to annual individual deferral limitations under the United States Internal Revenue Code (IRC). Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions, as defined by the IRC. Participants may also contribute amounts representing distributions from other qualified defined contribution plans as well as after-tax contributions from their current compensation, including a Roth option. Additionally, the Company will match participant pre-tax and Roth contributions at a rate of 100% of the first 5% of the participants eligible pay that is contributed to their account.
5
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
The Company match follows participants fund selections. One of the available investment choices is the NIKE stock fund. No more than 10% of a participants deferral and corresponding match can go into the NIKE stock fund and a participant can only transfer a portion of his or her existing account balance to purchase the NIKE stock fund if the percentage of their account balance invested in the NIKE stock fund is less than or equal to 20%. Transfers out of the NIKE stock fund are permitted at any time.
Under the Plans profit sharing features, the Company may make discretionary annual contributions as designated by the Companys Board of Directors. However, this amount cannot be greater than the amount allowable as a tax deduction under the IRC. The annual contributions will be funded no later than the date the Companys federal income tax return is filed.
Profit sharing contributions are invested in various fixed income and equity funds similar to those offered under the Plans 401(k) features. Investments held by the Plan on behalf of participants related to profit sharing contributions are nonparticipant-directed. In the nonparticipant-directed program, the Retirement Investment Committee, under the guidance of investment managers, directs the specific investments held by the Plan. See Note 6 for applicable disclosures. Investments held by the Plan on behalf of participants related to 401(k) contributions are participant-directed. In the participant-directed program, the individual participant selects the investments for his or her individual account.
Participant Accounts
Separate individual 401(k) and profit sharing accounts are maintained for each participant. Each participants 401(k) account is credited with the participants contributions and rollovers, the Companys matching contributions, Plan expenses and an allocation of the Plans investment income or losses based upon the participants election of investment options. Participants direct the investment of their contributions into various investment options offered by the Plan.
An eligible profit sharing participant is entitled to an annual allocation of the employer profit sharing contribution and former participant profit sharing forfeitures after restoration of previously forfeited accounts. Employer profit sharing contributions and former participant forfeitures are allocated in the proportion of the participants annual compensation to compensation of all participants subject to the IRC Section 415 defined maximum limitations. Participants do not direct the investment of profit sharing contributions.
Profit sharing investment income or losses and Plan expenses are allocated daily based on a ratio of each participants profit sharing account balance to the total profit sharing account balances.
The total benefit to which a participant is entitled is the benefit that can be provided from the participants vested 401(k) and profit sharing accounts.
Vesting
Participants in the 401(k) portion of the Plan are immediately vested in their elective, rollover, and Company matching contributions, plus actual earnings thereon. The Company contributions into the profit sharing portion of the Plan vest at 25% per year after completing two years of service, and vesting increases 25% for each additional year of service until fully vested after five years. Participants in the profit sharing portion of the Plan become fully vested in the Companys contributions in the event of total and permanent disability, death, attainment of 65 years of age, or termination of the Plan.
6
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
Forfeitures
Upon a participants termination, the unvested portion of the participants profit sharing account is forfeited. Profit sharing forfeitures may be used to reduce future employer contributions or be allocated back to active participants at the Companys discretion. During the year ended May 31, 2018, profit sharing forfeitures of $1,899,839 were used to reduce employer contributions. At May 31, 2018 and 2017, accumulated profit sharing forfeitures totaled $1,983,731 and $1,900,988, respectively.
Notes Receivable From Participants
Participants may borrow a portion of their elective and rollover contributions by applying to the Plans record keeper. Participants may borrow from their accounts amounts equal to the lesser of 50% of their vested account balance or $50,000 reduced by the balance of any outstanding loans. The term of the loan repayments ranges up to five years for general purpose loans and up to ten years for the purchase of a primary residence. The loans are secured by the balance in the participants account and bear interest at the prime rate plus one percentage point. Principal and interest are paid ratably through bi-weekly payroll deductions.
Benefit Payments
On termination of service due to death, disability, hardship, resignation, discharge and retirement, a participant is eligible to receive payments in the amount equal to the value of the participants vested interest in his or her account.
Vested benefits are distributed to participants in a lump-sum payment upon termination or are transferred to another qualified account. Participants with vested benefits greater than $1,000 can elect to receive a distribution or leave their balance in the Plan. Participants may apply to the Plans record keeper to withdraw their voluntary 401(k) contributions in the event the participant is over age 59-1/2, or the participant has a financial hardship as stipulated in the Plan provisions. No withdrawals may be made from the unvested portion of the Companys profit sharing contributions or earnings thereon.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the accounts of all participants would become fully vested. The net assets of the Plan would be distributed among the participants and beneficiaries of the Plan in proportion to their interests after proper allocation of any Plan expenses incurred upon termination.
2. | Significant Accounting Policies |
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
Investment Valuation and Income Recognition
The Companys Retirement Investment Committee determines the Plans valuation policies utilizing information provided by the Trustee and collective trust funds.
Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for further discussion of fair value measurements.
7
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
Investments are purchased and sold at the fair value of the underlying investments and receive the interest and dividend earnings of the underlying investments. Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan presents, in the Statement of Changes in Net Assets Available for Benefits, the net appreciation or depreciation in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments.
Notes Receivable From Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of May 31, 2018 or 2017. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.
Benefits Payable
Benefits are recorded when paid. Accordingly, benefits payable to persons that have elected to withdraw from the Plan but not yet paid have not been accrued. At May 31, 2018 and 2017, there were $199,107 and $97,197, respectively, payable to participants.
Expenses
Expenses of administering the Plan and those which are directly related to investment transactions are paid for by the Company.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan offers investments in securities that are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities, and thus the net asset value (NAV) of the funds, will occur in the near term and that such changes could materially affect participants account balances and the amount reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits. Market values of investments may decline for a number of reasons, including changes in prevailing market and interest rates, increases in defaults and credit rating downgrades. The fair values assigned to the investments by the Plan are based upon available information believed to be reliable, which may be affected by conditions in the financial markets. The Plan may not be able to sell its investments when it desires to do so or to realize what it perceives to be its fair value in the event of a sale.
Subsequent Events
The Plan has evaluated subsequent events and determined that no significant subsequent events have occurred requiring adjustments to the financial statements or disclosures.
8
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
3. | Fair Value Measurement |
In determining fair value, the Plan uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are described below:
Level l Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 Inputs to the valuation methodology include:
| Quoted price for similar assets or liabilities in active markets; |
| Quoted price for identical or similar assets or liabilities in inactive markets; |
| Inputs, other than quoted prices, that are observable for the asset or liability; |
| Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. |
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The assets or liabilitys fair value measurement level within the fair value hierarchy is based on the most conservative level of input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The valuation methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in different fair value measurement at the reporting date.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at May 31, 2018 and 2017.
Common Stock: Investments in common stock listed on a national securities exchange and over-the-counter securities are valued at the last reported sale price on the valuation date or, if no sales are reported for that day, the last published sale price.
9
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
Registered Investment Companies: Registered investment companies (or mutual funds) are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Collective trust funds: Collective trust funds represent investments held in pooled funds. The Plans interests in the collective trust funds are valued based on the NAV provided by the fund sponsor. The accuracy of the NAV is verified using the audited financial statements of the collective trust funds. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner. There are no significant redemption restrictions or unfunded commitments on these investments.
Interest-bearing Cash: These investments are valued at fair value based on quoted market prices.
Self-directed brokerage account: The Plan allows participants to invest in self-directed brokerage accounts. The self-directed brokerage accounts include investment in publicly traded registered investment companies.
The Plans policy is to recognize transfers between levels of the fair value hierarchy as of the actual date of the event of change in circumstances that caused the transfer. There were no significant transfers between levels of the fair value hierarchy during the year ending May 31, 2018.
The following tables set forth by level, within the fair value hierarchy, the Plans investments at fair value as of May 31, 2018 and 2017:
Level l | Level 2 | Level 3 | Total | |||||||||||||
Common Stock |
$ | 808,107,092 | $ | | $ | | $ | 808,107,092 | ||||||||
Self-directed brokerage accounts |
98,805,431 | | | 98,805,431 | ||||||||||||
Registered investment companies |
83,452,953 | | | 83,452,953 | ||||||||||||
Interest bearing cash |
272 | | | 272 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
990,365,748 | | | 990,365,748 | |||||||||||||
Fair value measured at net asset value per share Collective trust funds |
3,119,051,034 | |||||||||||||||
Total investments at fair value |
$ | 4,109,416,782 | ||||||||||||||
|
|
Level l | Level 2 | Level 3 | Total | |||||||||||||
Common Stock |
$ | 676,597,908 | $ | | $ | | $ | 676,597,908 | ||||||||
Self-directed brokerage accounts |
73,689,271 | | | 73,689,271 | ||||||||||||
Registered investment companies |
73,443,221 | | | 73,443,221 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
823,730,400 | | | 823,730,400 | |||||||||||||
Fair value measured at net asset value per share Collective trust funds |
2,799,962,541 | |||||||||||||||
Total investments at fair value |
$ | 3,623,692,941 | ||||||||||||||
|
|
10
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
4. | Party-in-Interest Transactions |
The Plans investments represent funds invested in, or maintained by, Northern Trust and Fidelity. Northern Trust is the trustee of the Plan assets and Fidelity is the custodian of selected assets and, therefore, these investments represent exempt party-in-interest transactions.
Certain Plan investments are shares of Company common stock. For the year ended May 31, 2018 and 2017, the Plan purchased 670,228 and 605,244 shares of NIKE, Inc. Class B common stock, respectively, at a cost of $13,503,384 and $12,471,713, respectively. For the same years ended, the Plan sold 2,183,661 and 2,185,250 shares of NIKE, Inc. Class B common stock, respectively, with proceeds of $75,819,234 and $77,492,139, respectively. At May 31, 2018 and 2017, the Plan held $808,105,769 (11,254,955 shares) and $676,596,880 (12,768,388 shares), respectively, of NIKE, Inc. Class B common stock.
5. | Plan Tax Status |
The United States Internal Revenue Service has determined and informed the Plan by letter dated December 16, 2013 that the Plan is designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
6. | Nonparticipant-directed Investments |
Information about the net assets at May 31 and the significant components of the changes in net assets for the year ended May 31 relating to the nonparticipant-directed investments is as follows:
2018 | 2017 | |||||||
Net assets |
||||||||
Collective trust funds |
$ | 751,431,664 | $ | 691,075,112 | ||||
Employer receivable |
57,254,022 | 67,513,999 | ||||||
Registered investment companies |
83,452,953 | 73,443,221 | ||||||
Accrued interest and dividends |
5,731 | 3,602 | ||||||
Other liability |
| (187 | ) | |||||
Cash |
268 | | ||||||
Common stock |
1,323 | 1,028 | ||||||
Accrued expenses |
(37,167 | ) | (38,311 | ) | ||||
|
|
|
|
|||||
Total net assets |
$ | 892,108,794 | $ | 831,998,464 | ||||
|
|
|
|
11
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
Year Ended | ||||
May 31, 2018 | ||||
Changes in net assets |
||||
Net appreciation in fair value of investments |
$ | 69,486,105 | ||
Employer contributions |
59,164,264 | |||
Interest and dividends |
6,017,881 | |||
Administrative and investment expenses |
(418,250 | ) | ||
Benefits paid to participants |
(74,139,672 | ) | ||
|
|
|||
Increase in net assets |
$ | 60,110,328 | ||
|
|
7. | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at May 31, 2018 and 2017:
2018 | 2017 | |||||||
Net assets available for benefits per the financial statements |
$ | 4,210,095,668 | $ | 3,729,139,243 | ||||
Benefits payable |
(199,107 | ) | (97,197 | ) | ||||
|
|
|
|
|||||
Net assets available for benefits per Form 5500 |
$ | 4,209,896,561 | $ | 3,729,042,046 | ||||
|
|
|
|
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500 for the year ended May 31, 2018:
2018 | ||||
Net increase in net assets per the financial statements |
$ | 480,956,425 | ||
Benefits payable at May 31, 2018 |
(199,107 | ) | ||
Benefits payable at May 31, 2017 |
97,197 | |||
|
|
|||
Net increase in net assets per Form 5500 |
$ | 480,854,515 | ||
|
|
12
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Notes to Financial Statements
May 31, 2018 and 2017
8. | Review of Plante & Moran, PLLCs Independence |
On October 3, 2018, Plante & Moran, PLLC (Plante Moran) advised the Retirement Investment Committee (Committee) of the Plan it had identified a violation of Securities and Exchange Commission (SEC) independence rules. SEC rules prohibit, among other things, the audit firm and its associated entities from holding direct financial interests of certain affiliates of the Plan, including the Plan sponsor, NIKE, Inc. The violation reported by Plante Moran involved an insignificant number of outstanding NIKE, Inc. common shares held in trusts for which an affiliate of Plante Moran is trustee with investment authority.
Plante Moran disclosed the violations in communications to the Committee, as required by Public Company Accounting Oversight Board Rule 3526. Plante Moran advised they have (a) conducted an internal assessment of the relevant facts and circumstances, and (b) concluded that Plante Morans objectivity, impartiality and professional skepticism with respect to its audit of the Plans financial statements for the fiscal year ended May 31, 2017 were unaffected by the violations.
Based on documentation from and discussions with Plante Moran, and after undertaking its own work to review the situation, the Committee and the Audit & Finance Committee of NIKE, Inc. (Committees) concluded Plante Morans ability to exercise objective and impartial judgment on issues within the scope of its audit of the Plans financial statements for the fiscal year ended May 31, 2017 was not impaired. Based on this determination, the Committees concluded the audited financial statements may be included in the Plans Form 11-K filing for the fiscal year ended May 31, 2018.
13
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Schedule H, Line 4i Schedule of Assets (Held at End of Year)
May 31, 2018
EIN 93-0584541
Plan 001
(a) | (b) | (c) | (d) | (e) | ||||||||
Identity of Issue, Borrower, | Current | |||||||||||
Lessor or Similar Party | Description of Investments | Cost (1) | Value | |||||||||
Participant directed |
||||||||||||
Self-directed Brokerage Accounts |
Registered investment company | $ | 98,805,431 | |||||||||
|
|
|||||||||||
* |
NIKE, Inc., Class B Common Stock |
Common stock | 808,105,769 | |||||||||
|
|
|||||||||||
* |
||||||||||||
* |
NT Collective Aggregate Bond Index Fund |
Collective trust fund | 347,072,952 | |||||||||
* |
NT Collective All Country World Ex-US Index Fund |
Collective trust fund | 398,425,732 | |||||||||
* |
NT Collective Government STIF |
Collective trust fund | 843,372 | |||||||||
* |
NT Collective Russell 2000 Equity Index Fund |
Collective trust fund | 444,104,452 | |||||||||
* |
NT Collective S&P 500 Equity Index Fund |
Collective trust fund | 918,880,172 | |||||||||
Morley Stable Value Fund |
Collective trust fund | 258,292,690 | ||||||||||
|
|
|||||||||||
2,367,619,370 | ||||||||||||
|
|
|||||||||||
Total participant directed investments |
3,274,530,570 | |||||||||||
|
|
|||||||||||
Nonparticipant-directed |
||||||||||||
Powershares Exchange-Traded Fund Intl |
Registered investment company | 33,607,541 | 31,492,689 | |||||||||
PIMCO Commodities Plus Strategy Fund |
Registered investment company | 49,355,255 | 44,208,435 | |||||||||
Vanguard Whitehall Emerging Markets Govt Bond Index Fund |
Registered investment company | 8,026,084 | 7,751,829 | |||||||||
|
|
|
|
|||||||||
Total registered investment company |
90,988,880 | 83,452,953 | ||||||||||
|
|
|
|
|||||||||
* |
NT Collective Aggregate Bond Index Fund |
Collective trust fund | 109,159,967 | 125,256,160 | ||||||||
* |
NT Collective Global Real Estate Index Fund |
Collective trust fund | 24,721,053 | 42,597,729 | ||||||||
* |
NT Collective Government STIF |
Collective trust fund | 2,903,317 | 2,903,317 | ||||||||
* |
NT Collective All Country World Ex-US Investable Market Index Fund |
Collective trust fund |
183,312,688 | 230,678,809 | ||||||||
* |
NT Collective Russell 3000 Equity Index Fund |
Collective trust fund | 181,036,117 | 274,958,021 | ||||||||
* |
NTGI Collective Short Term Government Fund |
Collective trust fund | 33,191,428 | 33,599,493 | ||||||||
* |
NT Collective World Government Bond Index Fund |
Collective trust fund | 38,600,919 | 41,438,135 | ||||||||
|
|
|
|
|||||||||
Total collective trust funds |
572,925,489 | 751,431,664 | ||||||||||
|
|
|
|
|||||||||
Stock Merger Euronav Common Stock |
Common stock | 275,287 | 1,323 | |||||||||
|
|
|
|
|||||||||
Interest bearing cash | 272 | 272 | ||||||||||
|
|
|
|
|||||||||
Total nonparticipant-directed investments |
$ | 664,189,928 | $ | 834,886,212 | ||||||||
|
|
|
|
|||||||||
Total investments |
$ | 4,109,416,782 | ||||||||||
|
|
|||||||||||
* |
Notes Receivable from Participants |
Interest Rate: 4.25% - 9.25% |
$ | 40,350,778 |
* | Party-in-interest. |
(1) | Cost information is not required for participant directed assets. |
15
401(k) Savings and Profit Sharing Plan for the Employees of NIKE, Inc.
Schedule H, Line 4j Schedule of Reportable Transactions
Year Ended May 31, 2018
EIN 93-0584541
Plan 001
(a) | (b) | (c) | (d) | (g) | (h) | (i) | ||||||||||||||||||
Current Value | ||||||||||||||||||||||||
Description of Asset | of Asset on | Net | ||||||||||||||||||||||
(Include Interest Rate and | Purchase | Selling | Cost of | Transaction | Gain | |||||||||||||||||||
Identity of Party Involved | Maturity Case of a Loan) | Price | Price | Asset | Date | (Loss) | ||||||||||||||||||
The Northern Trust Company |
||||||||||||||||||||||||
Series of Transactions |
||||||||||||||||||||||||
* |
NTGI COLTV Government STIF |
Collective Trust Fund | 159,849,980 | 159,849,980 | 159,849,980 | | ||||||||||||||||||
* |
NTGI COLTV Government STIF |
Collective Trust Fund | 161,640,659 | 161,640,659 | 161,640,659 | |
* | Party-in-interest. |
16
EXHIBIT INDEX
Exhibit No. |
Description | |
23.1 | Consent of BDO USA, LLP Independent Registered Public Accounting Firm | |
23.2 | Consent of Plante & Moran, PLLC Independent Registered Public Accounting Firm |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the NIKE, Inc. Retirement Investment Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. | ||||||
Date: December 12, 2018 | By: | /s/ Nitesh Sharan | ||||
Nitesh Sharan Vice President of Investor Relations & Treasury, Chair of the Retirement Investment Committee of the NIKE Retirement Plan |