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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

 

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2015

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 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 issuer’s principal executive offices)

 

 

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Financial Statements and Supplemental Schedules

May 31, 2015 and 2014

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Index

 

 

		Page(s)
Reports of Independent Registered Public Accounting Firms			1
Financial Statements
Statements of Net Assets Available for Benefits May 31, 2015 and 2014			3
Statement of Changes in Net Assets Available for Benefits Year Ended May 31, 2015			4
Notes to Financial Statements May 31, 2015 and 2014			5–16
Supplemental Schedules
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) May 31, 2015			18
Schedule H, Line 4i – Schedule of Assets (Acquired and Disposed of Within Year) Year Ended May  31, 2015			19
Schedule H, Line 4j – Schedule of Reportable Transactions Year Ended May 31, 2015			20

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Reports of Independent Registered Public Accounting Firms

To the Participants and Administrator of

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, 2015 and the related statement of changes in net assets available for benefits for the year ended May 31, 2015. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements 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 statements are 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 Plan’s 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 statements. 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 statements referred to above present fairly, in all material respects, the net assets of the Plan at May 31, 2015 and the changes in net assets for the year ended May 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedule of assets (held at end of year) as of May 31, 2015, schedule of assets (acquired and disposed of within year) for the year ended May 31, 2015, and schedule of reportable transactions for the year ended May 31, 2015, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s 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 Department of Labor’s Rules and Regulations for Reporting 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/ Plante & Moran, PLLC

Chicago, Illinois

November 18, 2015

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To the Participants and Administrator of

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.:

In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. (the “Plan”) at May 31, 2014, and the changes in net assets available for benefits for the year ended May 31, 2014, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements 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 statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon

November 21, 2014

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Statements of Net Assets Available for Benefits

May 31, 2015 and 2014

 

 

		2015				2014
Assets
Investments, at fair value
Collective trust funds		$	2,227,044,493			$	1,975,060,167
NIKE, Inc. Class B common stock			797,649,342				646,689,659
Registered investment companies			125,305,033				106,374,959
Corporate and foreign bonds			—				35,723,314
Interest bearing cash			10,022				1,705,571
Preferred stocks			—				569,520
Common and foreign stocks			—				2,382
Total investments			3,150,008,890				2,766,125,572
Receivables
Employer contributions			60,132,041				50,576,135
Notes receivable from participants			32,808,584				29,612,682
Participant contributions			3,985,837				3,428,578
Accrued interest and dividends			2,198,309				2,662,164
Due from broker for securities sold			391,092				1,138,118
Total receivables			99,515,863				87,417,677
Cash			—				366,761
Total assets			3,249,524,753				2,853,910,010
Liabilities
Due to broker for securities purchased			—				1,097,583
Accrued expenses			210,036				153,393
Total liabilities			210,036				1,250,976
Net assets available for benefits at fair value			3,249,314,717				2,852,659,034
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts			(1,852,621	)			(1,415,088	)
Net assets available for benefits		$	3,247,462,096			$	2,851,243,946

The accompanying notes are an integral part of these financial statements.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Statement of Changes in Net Assets Available for Benefits

Year Ended May 31, 2015

 

 

Additions
Investment income
Net appreciation in fair value of investments		$	312,278,329
Interest and dividends			11,743,598
Total investment income			324,021,927
Less: Investment expenses			(255,693	)
Net investment income			323,766,234
Interest income on notes receivable from participants			1,269,941
Contributions
Employer, net of forfeitures			118,542,785
Participant			99,847,300
Rollover			11,995,732
Total contributions			230,385,817
Total additions			555,421,992
Deductions
Benefits paid to participants			(157,448,980	)
Administrative expenses			(1,754,862	)
Total deductions			(159,203,842	)
Net increase			396,218,150
Net assets available for benefits
Beginning of year			2,851,243,946
End of year		$	3,247,462,096

The accompanying notes are an integral part of these financial statements.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

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 Plan’s 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 Administrative Subcommittee of the Retirement 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 Aon Hewitt Associates (“Aon Hewitt” or the “Record keeper”) is the record keeper of the Plan’s net assets. Self-directed brokerage account assets are held in the custody of Charles Schwab & Co. Inc. (“Charles Schwab” or the “Custodian”) and are maintained by the Trustee. The Plan’s investment decisions are overseen by the Investment Subcommittee of the Retirement Committee. Members of the Retirement Committee are appointed by the Board of Directors of the Company.

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 Company’s Memphis Apparel Distribution Center, whose employment is established pursuant to the Company’s 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 50% of their pre-tax annual compensation to the Plan, subject to annual individual deferral limitations under the 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. Additionally, the Company will match participant pre-tax contributions at a rate of 100% of the first 5% of the participant’s eligible pay that is contributed to their account.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

Prior to May 13, 2011, the Company match contributions related to the Plan’s 401(k) feature were invested in the NIKE stock fund which is comprised of NIKE, Inc. Class B common stock and a small residual cash balance. As of June 1, 2001, these match contributions became subject to participant self-direction after the initial investment in the company stock fund was made to the Plan. Participants could redeem their shares in the company stock fund and reinvest the cash into other managed funds. As of May 13, 2011, the Company match followed participants’ fund selections and the NIKE stock fund became one of the investment choices. No more than 10% of a participant’s 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 Plan’s profit sharing features, the Company may make discretionary annual contributions as designated by the Company’s 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 Company’s federal income tax return is filed.

Profit sharing contributions are invested in various fixed income and equity funds similar to those offered under the Plan’s 401(k) features. Investments held by the Plan on behalf of participants related to profit sharing contributions are nonparticipant-directed. In a nonparticipant-directed program, the Investment Subcommittee, under the guidance of investment managers, directs the specific investments held by the Plan. See Note 7 for applicable disclosures. Investments held by the Plan on behalf of participants related to 401(k) contributions are participant-directed. In a 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 participant’s 401(k) account is credited with the participant’s contributions and rollovers, the Company’s matching contributions, Plan expenses and an allocation of the Plan’s investment income or losses based upon the participant’s 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 participant’s 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 participant’s 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 participant’s 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 Company’s contributions in the event of total and permanent disability, death, attainment of 65 years of age, or termination of the Plan.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

Forfeitures

Upon a participant’s termination, the unvested portion of the participant’s 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 Company’s discretion. During the year ended May 31, 2015, profit sharing forfeitures of $1,662,421 were used to reduce employer contributions. At May 31, 2015 and 2014, accumulated profit sharing forfeitures totaled $1,814,247 and $1,590,615 respectively.

Notes Receivable From Participants

Participants may borrow a portion of their elective and rollover contributions by applying to the Plan’s 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 participant’s 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 participant’s 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 until reaching the age of 65. Participants may apply to the Plan’s recordkeeper 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 Company’s 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.

Investment Valuation and Income Recognition

The Company’s Retirement Committee determines the Plan’s valuation policies utilizing information provided by the Trustee and collective trust funds.

Investments held by the Plan are stated at fair value, except for the Morley Stable Value Fund, a collective trust fund that is stated at fair value with an adjustment to contract 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 4 for further discussion of fair value measurements.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

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, 2015 or 2014. 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, 2015 and 2014, there were $1,359,155 and $908,293, respectively, payable to participants.

Expenses

Expenses of administering the Plan and those which are directly related to investment transactions are paid out of the assets of the Plan. Certain administrative expenses are paid for by the Company.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

 

3.	Investments

The following presents investments that represent 5% or more of the Plan’s net assets at May 31, 2015:

 

Participant-directed
NIKE, Inc. Class B Common Stock		$	797,649,342
Collective trust funds
NT Collective S&P 500 Equity Index Fund			629,845,122
NT Collective Russell 2000 Equity Index Fund			298,028,090
NT Collective All Country World Ex-US Index Fund			276,159,178
NT Collective Aggregate Bond Index Fund *			238,176,036
Morley Stable Value Fund, at contract value			182,066,145
Nonparticipant-directed
Collective trust funds
NT Collective Russell 3000 Equity Index Fund			242,279,977
NT Collective All Country World Ex-US Investable Market Index Fund			166,064,569

 

*	The Plan has additional non participant-directed investments in this fund which do not exceed 5% or more of the Plan’s net assets.

The following presents investments that represent 5% or more of the Plan’s net assets at May 31, 2014:

 

Participant-directed
NIKE, Inc. Class B Common Stock		$	646,689,659
Collective trust funds
NT Global Investments Collective Daily S&P 500 Equity Index Fund			536,436,807
NT Global Investments Collective Daily Russell 2000 Equity Index Fund *			260,503,936
NT Collective ACWI ex-US Fund (Lending)			259,587,395
NT Global Investments Collective Daily Aggregate Bond Index Fund *			200,024,349
Morley Stable Value Fund, at contract value			164,147,602
Nonparticipant-directed
Collective trust funds
Northern Trust Global Investments Collective Daily S&P 500 Equity Index Fund			163,352,118

 

*	The Plan has additional non participant-directed investments in this fund which do not exceed 5% or more of the Plan’s net assets.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

 

During the year ended May 31, 2015, all of the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

 

NIKE, Inc. Class B common stock		$	201,161,169
Collective trust funds			124,233,844
Registered investment companies *			(14,743,465	)
Corporate and foreign bonds			(1,107,969	)
Preferred and common stocks			2,734,750
		$	312,278,329

 

*	Included in this total are gains related to the self-directed brokerage accounts of $2,104,341.

 

4.	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 asset’s or liability’s 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, 2015 and 2014.

Common, Preferred and Foreign Stocks: Investments in preferred, common and foreign stocks 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.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

Fixed Income Securities: Corporate and foreign bonds and US Treasuries are valued based on market values quoted by dealers who are market makers in these securities, by independent pricing services, or by a methodology approved by Northern Trust. Valuation techniques incorporate available market information and proprietary valuation models, which consider characteristics such as benchmark yield curve, coupon rates, credit spreads, estimated default rates and other features.

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 Plan’s interests in the collective trust funds are valued based on the NAV provided by Northern Trust. 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.

Stable Value Fund: The Plan invests in the Union Bond & Trust Company Morley Stable Value Fund (“Morley Stable Value Fund”), a collective trust fund, which holds fully benefit-responsive investment contracts. This fund can be redeemed daily by participants subject to limitations on noncompeting options. The Morley Stable Value Fund’s trustee reserves the right to delay plan sponsor-initiated redemptions for up to 365 days. The fund primarily holds guaranteed investment contracts and synthetic investment contracts. The fair value of the guaranteed investment contracts is based on current yields of similar instruments with comparable durations taking into account the contract terms including interest reset intervals and the credit rating of the issuer. The fair value of fixed-income securities included in the synthetic investment contracts is determined by quoted market prices and/or using market data for similar instruments in establishing prices, discounted cash flow models, and other pricing models. These models are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other relevant economic measures. The fair value of a wrapper contract provided by a security-backed contract issuer is based on the replacement wrapper fee and the contracted wrapper fee. There are no unfunded commitments to the fund. The Investment Subcommittee reviews the reasonableness of management’s use of the annual Morley Stable Value Fund audited financial statement fair value, adjusted to the Plan’s year-end, to determine the fair value of this fund.

Interest-bearing Cash: These investments are valued at fair value based on quoted market prices.

The Plan’s 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, 2015.

The Plan also holds other assets and liabilities not measured at fair value on a recurring basis, including employer and employee contributions receivable, cash, accrued income, accrued liabilities and unsettled trades. The fair value of these assets and liabilities approximates the carrying amounts in the accompanying financial statements due to the short maturity of the instruments.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of May 31, 2015 and 2014:

 

		Assets at Fair Value at May 31, 2015
		Level l				Level 2				Level 3				Total
Collective trust funds
Equity index funds		$	—			$	1,612,376,936			$	—			$	1,612,376,936
Other fixed income funds							391,226,258								391,226,258
Real estate funds							32,661,095								32,661,095
Stable value funds											183,918,766				183,918,766
Other short term investment funds							6,861,438								6,861,438
Total collective trust funds			—				2,043,125,727				183,918,766				2,227,044,493
Common and foreign stocks
Consumer discretionary			797,649,342												797,649,342
Registered investment companies
Equity funds			43,864,297												43,864,297
Bond funds			41,678,260												41,678,260
Commodity funds			34,440,805												34,440,805
Short term funds			4,634,475												4,634,475
Real estate funds			687,196												687,196
Total registered investment companies *			125,305,033				—				—				125,305,033
Interest bearing cash			10,022												10,022
Total assets at fair value		$	922,964,397			$	2,043,125,727			$	183,918,766			$	3,150,008,890

 

*	Included within the total registered investment companies’ of $125,305,033 is $59,620,186 of self-directed brokerage accounts.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

 

		Assets at Fair Value at May 31, 2014
		Level l				Level 2				Level 3				Total
Collective trust funds
Equity index funds		$	—			$	1,425,640,560			$	—			$	1,425,640,560
Other fixed income funds							341,181,833								341,181,833
Real estate funds							40,145,084								40,145,084
Stable value funds											164,147,602				164,147,602
Other short term investment funds							3,945,088								3,945,088
Total collective trust funds			—				1,810,912,565				164,147,602				1,975,060,167
Common and foreign stocks
Consumer discretionary			646,689,659												646,689,659
Information technology			2,382												2,382
Total common and foreign stocks			646,692,041				—				—				646,692,041
Preferred stocks
Consumer goods			569,520												569,520
Total preferred stocks			569,520				—				—				569,520
Registered investment companies
Commodity funds			49,396,932												49,396,932
Equity funds			42,141,078												42,141,078
Bond funds			10,203,914												10,203,914
Short term funds			4,020,058												4,020,058
Real estate funds			612,977												612,977
Total registered investment companies			106,374,959				—				—				106,374,959
Corporate and foreign bonds							35,723,314								35,723,314
Interest bearing cash			1,705,571												1,705,571
Total assets at fair value		$	755,342,091			$	1,846,635,879			$	164,147,602			$	2,766,125,572

 

*	Included within the total registered investment companies’ of $106,374,959 is $57,114,557 of self-directed brokerage accounts.

Level 3 Gains and Losses

The following table sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the year ended May 31, 2015:

 

		Morley Stable Value Fund
Balance at beginning of year		$	164,147,602
Purchases			79,600,707
Sales			(61,969,930	)
Realized gains, net			996,031
Unrealized gains, net			1,144,356
Balance at end of year		$	183,918,766

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

Fair Value of Investments in Entities that Use NAV

The following table summarizes those investments measured at fair value using NAV as a practical expedient as of May 31, 2015 and 2014, respectively.

May 31, 2015

 

Fund		Fair Value				Unfunded Commitments		Redemption Frequency		Redemption Notice Period
NTGI Collective Short Term Government Fund		$	26,084,035			N/A		Daily		Same Day
NT Collective Government STIF			6,861,438			N/A		Daily		Same Day
NT Collective Russell 3000 Equity Index Fund			242,279,977			N/A		Daily		Same Day
NT Collective Aggregate Bond Index Fund			309,639,404			N/A		Daily		Same Day
NT Collective Russell 2000 Equity Index Fund			298,028,090			N/A		Daily		Same Day
NT Collective S&P 500 Equity Index Fund			629,845,122			N/A		Daily		Same Day
NT Collective World Government Bond Index Fund			55,502,819			N/A		Daily		1 Day
NT Collective All Country World Ex-US Index Fund			276,159,178			N/A		Daily		1 Day
NT Collective All Country World Ex-US Investable Market Index Fund			166,064,569			N/A		Daily		1 Day
NT Collective Global Real Estate Index Fund			32,661,095			N/A		Daily		1 Day
Morley Stable Value Fund			183,918,766			N/A		Daily		Same Day
May 31, 2014
Fund		Fair Value				Unfunded Commitments		Redemption Frequency		Redemption Notice Period
NT Collective Government Short Term Investment Fund		$	3,987,743			N/A		Daily		Same Day
NT Collective ACWI ex-US Fund (Non-Lending)			78,812,676			N/A		Daily		1 Day
NT Collective Daily Aggregate Bond Index Fund			292,327,018			N/A		Daily		Same Day
NT Collective Daily Russell 2000 Equity Index Fund			299,223,989			N/A		Daily		Same Day
NT Collective S&P 400 Index Fund			41,264,879			N/A		Daily		Same Day
NT Collective Daily S&P 500 Equity Index Fund			699,788,925			N/A		Daily		Same Day
NT Collective World Government Bond Index Fund			48,812,161			N/A		Daily		1 Day
NT Collective ACWI ex-US Fund (Lending)			259,587,395			N/A		Daily		1 Day
NT Collective Developed International Small Cap Index Fund			46,962,695			N/A		Daily		1 Day
NT Collective Global Real Estate Index Fund			40,145,084			N/A		Daily		1 Day
Morley Stable Value Fund			164,147,602			N/A		Daily		Same Day

 

5.	Party-in-Interest Transactions

The Plan’s investments represent funds invested in, or maintained by, Northern Trust and Charles Schwab. Northern Trust is the trustee of the Plan assets and Charles Schwab is the custodian of selected assets and, therefore, these investments represent exempt party-in-interest transactions.

 

14

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

Certain Plan investments are shares of Company common stock. For the year ended May 31, 2015 and 2014, the Plan purchased 257,506 and 135,834 shares of NIKE, Inc. Class B common stock, respectively, at a cost of $10,893,677 and $9,499,193, respectively. For the same years ended, the Plan sold 820,427 and 511,649 shares of NIKE, Inc. Class B common stock, respectively, with proceeds of $49,541,486 and $36,502,288, respectively. At May 31, 2015 and 2014, the Plan held $797,649,342 (7,845,474 shares) and $646,689,659 (8,408,395 shares), respectively, of NIKE, Inc. Class B common stock.

 

6.	Plan Tax Status

The Internal Revenue Service (“IRS”) has determined and informed the Plan by letter dated December 16, 2013 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (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.

 

7.	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:

 

		2015				2014
Net assets
Collective trust funds		$	600,282,895			$	553,862,586
Employer receivable			57,931,594				48,690,673
Registered investment companies			65,684,847				49,260,401
Corporate and foreign bonds			—				35,723,314
Accrued interest and dividends			35				637,919
Cash			—				13,488
Interest bearing cash			—				1,695,548
Common and foreign stocks			—				2,382
Preferred stocks			—				569,520
Due from broker for securities sold			—				882,545
Due to broker for securities purchased			—				(1,097,583	)
Accrued expenses			(44,878	)			(70,123	)
Total net assets		$	723,854,493			$	690,170,670

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Notes to Financial Statements

May 31, 2015 and 2014

 

 

 

 

		Year Ended
		May 31, 2015
Changes in net assets
Net appreciation in fair value of investments		$	7,004,985
Employer contributions			57,931,594
Interest and dividends			3,076,125
Administrative and investment expenses			(611,912	)
Benefits paid to participants			(33,716,969	)
		$	33,683,823

 

8.	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, 2015 and 2014:

 

		2015				2014
Net assets available for benefits per the financial statements		$	3,247,462,096			$	2,851,243,946
Benefits payable			(1,359,155	)			(908,293	)
Deemed distributions							(626,773	)
Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts			1,852,621				1,415,088
Net assets available for benefits per Form 5500		$	3,247,955,562			$	2,851,123,968

The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500 at May 31, 2015:

 

Net increase in net assets per the financial statements		$	396,218,150
Benefits payable at May 31, 2015			(1,359,155	)
Benefits payable at May 31, 2014			908,293
Deemed distributions at May 31, 2014			626,773
Adjustment from fair value to contract value for interest in collective trust at May 31, 2015			1,852,621
Adjustment from fair value to contract value for interest in collective trust at May 31, 2014			(1,415,088	)
Net increase in net assets per Form 5500		$	396,831,594

 

16

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Supplemental Schedules

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Table of Contents

401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

May 31, 2015

 

 

(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

$

59,620,186

NIKE, Inc., Class B Common Stock

Common stock

797,649,342

*

NT Collective Aggregate Bond Index Fund

Collective trust fund

238,176,036

*

NT Collective All Country World Ex-US Index Fund

Collective trust fund

276,159,178

*

NT Collective Government STIF

Collective trust fund

634,406

*

NT Collective Russell 2000 Equity Index Fund

Collective trust fund

298,028,090

*

NT Collective S&P 500 Equity Index Fund

Collective trust fund

629,845,122

Morley Stable Value Fund

Collective trust fund

183,918,766

1,626,761,598

Interest bearing cash

10,022

Total participant directed investments

2,484,041,148

Nonparticipant-directed

Powershares Exchange-Traded Fund Intl

Registered investment company

26,920,459

24,669,984

PIMCO Commodities Plus Strategy Fund

Registered investment company

41,117,008

34,389,175

Vanguard Whitehall Emerging Markets Govt Bond Index Fund

Registered investment company

6,689,117

6,625,688

Total registered investment company

74,726,584

65,684,847

*

NT Collective Aggregate Bond Index Fund

Collective trust fund

55,569,865

71,463,368

*

NT Collective Global Real Estate Index Fund

Collective trust fund

19,269,849

32,661,095

*

NT Collective Government STIF

Collective trust fund

6,227,032

6,227,032

*

NT Collective All Country World Ex-US Investable Market Index Fund

Collective trust fund

150,156,886

166,064,569

*

NT Collective Russell 3000 Equity Index Fund

Collective trust fund

212,963,241

242,279,977

*

NTGI Collective Short Term Government Fund

Collective trust fund

25,995,141

26,084,035

*

NT Collective World Government Bond Index Fund

Collective trust fund

57,972,699

55,502,819

Total collective trust funds

528,154,713

600,282,895

Total nonparticipant-directed investments

$

602,881,297

$

665,967,742

Total investments

$

3,150,008,890

*

Notes Receivable from Participants

Interest Rate: 4.25% - 9.25%

$

32,808,584

 

*	Party-in-interest.

(1)	Cost information is not required for participant directed assets.

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4i – Schedule of Assets (Acquired and Disposed of Within Year)

Year Ended May 31, 2015

 

 

(a)		(b)		(c)				(d)
Identity of Issue, Borrower,		Description of		Cost of				Proceeds of
Lessor or Similar Party		Investments		Acquisitions				Dispositions
AIRCASTLE LTD		Corporate Bond			305,250				379,687
ALCOA INC		Corporate Bond			175,000				177,437
ALERE INC		Corporate Bond			78,750				79,125
ALLIANCE DATA SYS		Corporate Bond			400,000				394,684
ANIXTER INC		Corporate Bond			175,250				175,385
ARDAGH PACKAGING		Foreign Bond			306,720				299,032
BONANZA CREEK		Corporate Bond			186,512				354,091
CARE UK HEALTH FRN GTD		Foreign Bond			257,550				221,966
CARRIZO OIL & GAS		Corporate Bond			261,250				257,294
CCO HLDGS LLC / CCO HLDGS CAP CORP		Corporate Bond			176,312				482,844
CLEAR CHANNEL		Corporate Bond			339,000				645,108
DAVITA HEALTHCARE		Corporate Bond			425,000				421,281
EQUINIX INC		Corporate Bond			258,125				386,187
FGI OPER CO LLC		Corporate Bond			49,500				211,331
FORESIGHT ENERGY		Corporate Bond			106,375				470,314
GENCORP INC		Corporate Bond			191,625				367,206
HUGHES SATELLITE		Corporate Bond			195,125				481,115
INFINITY ACQSTN		Corporate Bond			200,000				183,853
INTELSAT JACKSON HLDGS S A		Corporate Bond			96,625				395,883
INTELSAT JACKSON HLDGS S A		Corporate Bond			104,750				107,424
JAGUAR HLDG CO I SR PIK 144A		Corporate Bond			203,000				204,340
KINETIC CONCEPTS INC / KCI USA INC		Corporate Bond			197,312				190,276
MONITCHEM HOLDCO 2 S.A. 144A		Foreign Bond			306,349				310,479
NAT RES		Corporate Bond			183,312				347,153
NATL FINL PARTNERS		Corporate Bond			302,156				280,276
OXFORD FIN LLC		Corporate Bond			106,000				308,453
PVTPL 1011778 B C UNLIMITED LIABILITY		Corporate Bond			297,750				299,820
PVTPL 144A AMSURG CORP SR NT		Corporate Bond			298,875				306,355
PVTPL ACI WORLDWIDE INC SR NT 144A		Corporate Bond			52,625				180,421
PVTPL AECOM SR NT 144A		Corporate Bond			401,687				409,672
PVTPL ANTERO RESOURCES CORP		Corporate Bond			150,750				145,384
PVTPL CANTOR COML REAL ESTATE CO L P / CC R E FIN CORP SR NT		Corporate Bond			80,812				266,037
PVTPL CHS / CMNTY HEALTH SYS INC SR NT		Corporate Bond			312,750				320,743
PVTPL CONSOL ENERGY INC SR NT		Corporate Bond			127,125				270,658
PVTPL DRAWBRIDGE SPL OPPORTUNITIES FD LP/ DRA SR NT		Corporate Bond			174,562				174,204
PVTPL FMG RES AUGUST 2006 PTY LTD SR NT		Corporate Bond			103,500				104,375
PVTPL HUDBAY MINERALS INC SR NT 144A		Corporate Bond			187,250				182,816
PVTPL LEVEL 3 ESCROW II INC SR NT 144A		Corporate Bond			598,250				601,918
PVTPL NAI ENTERTAINMENT HLDING		Corporate Bond			207,000				203,249
PVTPL NORTHERN BLIZZARD RES INC		Corporate Bond			105,000				249,655
PVTPL PETCO ANIMAL SUPPLIES INC SR NT		Corporate Bond			161,062				155,141
PVTPL RSP PERMIAN INC SR NT		Corporate Bond			225,000				223,869
PVTPL SBA COMMUNICATIONS CORP SR NT		Corporate Bond			297,534				289,807
PVTPL STEEL DYNAMICS INC SR NT 144A		Corporate Bond			300,000				307,125
PVTPL VPII ESCR CORP SR NT		Corporate Bond			157,500				156,849
PVTPL WIND ACQUISITION FIN S A SR SECD NT		Corporate Bond			325,000				313,683
PVTPL1 NIELSEN FIN LLC 144A		Corporate Bond			277,344				276,176
REGAL ENTMT GROUP		Corporate Bond			252,875				246,428
REYNOLDS GROUP		Corporate Bond			512,375				518,595
SELECT MED CORP		Corporate Bond			100,750				447,617
SPECTRUM BRANDS INC		Corporate Bond			210,000				210,831
SUMMIT MIDSTREAM		Corporate Bond			325,000				318,241
T-MOBILE USA INC		Corporate Bond			200,100				203,537
T-MOBILE USA INC		Corporate Bond			79,312				358,501
TRUVEN HLTH		Corporate Bond			107,875				486,485
UNITYMEDIA HESSEN GMBH & CO KG / UNITYMEDIA NRW GMBH 144A		Corporate Bond			153,937				154,189
VECTOR GROUP		Corporate Bond			106,250				321,589
WHITEWAVE FOODS CO		Corporate Bond			202,000				204,586
WPX ENERGY INC		Corporate Bond			250,875				242,009

 

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401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.

Schedule H, Line 4j – Schedule of Reportable Transactions

Year Ended May 31, 2015

 

 

		(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
		Single Transactions
*		NT Collective All Country World Ex-US Investable Market Index Fund		Collective Trust Fund		$	159,000,000			$	—			$	159,000,000			$	159,000,000			$	—
*		NT Collective International Small Cap Index Fund		Collective Trust Fund							41,864,252				29,681,502				41,864,252				12,182,750
*		NT Collective MSCI ACWI Ex-US Index Fund		Collective Trust Fund							74,609,764				61,483,379				74,609,764				13,126,385
*		NT Collective Russell 2000 Equity Index Fund		Collective Trust Fund							37,899,666				22,586,788				37,899,666				15,312,878
*		NT Collective Russell 3000 Equity Index Fund		Collective Trust Fund			228,537,492								228,537,492				228,537,492				—
*		NT Collective S&P 400 Index Fund		Collective Trust Fund							38,152,333				21,507,627				38,152,333				16,644,706
*		NT Collective S&P 500 Index Fund		Collective Trust Fund							162,684,639				86,016,205				162,684,639				76,668,434
		Series of Transactions
*		NT Collective Aggregate Bond Index Fund		Collective Trust Fund		$	20,000,000							$	20,000,000			$	20,000,000			$	—
*		NT Collective Aggregate Bond Index Fund		Collective Trust Fund							43,797,840				34,543,973				43,797,840				9,253,867
*		NT Collective All Country World Ex-US Investable Market Index Fund		Collective Trust Fund			159,000,000								159,000,000				159,000,000				—
*		NT Collective All Country World Ex-US Investable Market Index Fund		Collective Trust Fund							9,308,812				8,578,850				9,308,812				729,962
*		NT Collective International Small Cap Index Fund		Collective Trust Fund			1,153,094								1,153,094				1,153,094				—
*		NT Collective International Small Cap Index Fund		Collective Trust Fund							41,900,860				29,704,475				41,900,860				12,196,385
*		NT Collective MSCI ACWI Ex-US Index Fund		Collective Trust Fund			6,000,000								6,000,000				6,000,000				—
*		NT Collective MSCI ACWI Ex-US Index Fund		Collective Trust Fund							76,652,776				62,942,875				76,652,776				13,709,901
*		NT Collective Russell 2000 Equity Index Fund		Collective Trust Fund			1,200,000								1,200,000				1,200,000				—
*		NT Collective Russell 2000 Equity Index Fund		Collective Trust Fund							37,910,442				22,592,807				37,910,442				15,317,635
*		NT Collective Russell 3000 Equity Index Fund		Collective Trust Fund			228,537,492								228,537,492				228,537,492				—
*		NT Collective Russell 3000 Equity Index Fund		Collective Trust Fund							17,152,414				15,573,908				17,152,414				1,578,506
*		NT Collective S&P 400 Index Fund		Collective Trust Fund			1,000,000								1,000,000				1,000,000				—
*		NT Collective S&P 400 Index Fund		Collective Trust Fund							40,161,251				22,534,693				40,161,251				17,626,558
*		NT Collective S&P 500 Index Fund		Collective Trust Fund			7,500,000								7,500,000				7,500,000				—
*		NT Collective S&P 500 Index Fund		Collective Trust Fund							166,714,686				88,013,167				166,714,686				78,701,519
*		NTGI COLTV Government STIF		Collective Trust Fund			126,090,937								126,090,937				126,090,937				—
*		NTGI COLTV Government STIF		Collective Trust Fund							123,349,601				123,349,601				123,349,601				—
*		Party-in-interest.

 

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SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the NIKE, Inc. Retirement Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				NIKE, Inc., 401(k) Savings and Profit Sharing Plan
Date: November 20, 2015				By:		/s/ Kelley Hall
						Kelley Hall Chairperson, NIKE, Inc. Retirement Committee

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EXHIBIT INDEX

 

Exhibit No.		Description
23.1		Consent of Plante & Moran, PLLC Independent Registered Public Accounting Firm
23.2		Consent of PricewaterhouseCoopers LLP Independent Registered Public Accounting Firm