Acquisitions And Divestitures

6 Months Ended

Nov. 30, 2020


NOTE 13 — ACQUISITIONS AND DIVESTITURES

During the third quarter of fiscal 2020, as a result of the Company's decision to transition its wholesale and direct to consumer operating model in certain countries within its APLA operating segment, the Company signed definitive agreements to sell its NIKE Brand businesses in Brazil, Argentina, Chile and Uruguay to third-party distributors. Specifically, NIKE entered into agreements to sell its operations in Argentina, Chile and Uruguay to Grupo Axo and to sell substantially all of its operations in Brazil to Grupo SBF S.A., through its wholly owned subsidiary. The Company will retain a small operation in Brazil focused on certain sports marketing assets, local manufacturing and Converse.

As a result of this decision, beginning in the third quarter of fiscal 2020, the related assets and liabilities of these entities were classified as held-for-sale within Prepaid expenses and other current assets and Accrued liabilities, respectively, and remain as such on the Unaudited Condensed Consolidated Balance Sheets as of November 30, 2020.

BRAZIL

On November 30, 2020, the Company received cash proceeds from Grupo SBF S.A., which were reflected within Other investing activities on the Unaudited Condensed Consolidated Statements of Cash Flows, and recognized a $47 million loss within Other (income) expense, net, classified within Corporate, on the Unaudited Condensed Consolidated Statements of Income. The transaction closed on December 1, 2020, subsequent to the end of the second quarter of fiscal 2021.

As of November 30, 2020, held-for-sale assets and liabilities consisted of the following:

•Held-for-sale assets of $242 million, primarily consisting of $174 million of Accounts receivable, net; and

•Held-for-sale liabilities of $59 million, primarily consisting of $30 million of Accrued liabilities.

As of May 31, 2020, held-for-sale assets and liabilities consisted of the following:

•Held-for-sale assets of $272 million, primarily consisting of $142 million of Inventories and $101 million of Accounts receivable, net; and

•Held-for-sale liabilities of $91 million, primarily consisting of $51 million of Accrued liabilities.

ARGENTINA, CHILE AND URUGUAY

Subsequent to the end of the second quarter of fiscal 2021, the Company and Grupo Axo mutually agreed to terminate the sale and purchase agreement for the transition of NIKE’s businesses in Argentina, Chile and Uruguay to a distributor partnership. However, as the Company remains committed to selling its NIKE Brand businesses in all three countries to third-party distributors, the assets and liabilities of the entities will remain classified as held-for-sale on the Unaudited Condensed Consolidated Balance Sheets.

As of November 30, 2020, held-for-sale assets and liabilities consisted of the following:

•Held-for-sale assets of $257 million, primarily consisting of $119 million of Inventories and $80 million of Accounts receivable, net; and

•Held-for-sale liabilities of $26 million, primarily consisting of Accrued liabilities.

As of May 31, 2020, held-for-sale assets and liabilities consisted of the following:

•Held-for-sale assets of $234 million, primarily consisting of $122 million of Inventories and $50 million of Prepaid expenses and other current assets; and

•Held-for-sale liabilities of $55 million, primarily consisting of $34 million of Accrued liabilities.

As of November 30, 2020, the Company recognized total expected losses related to the Argentina, Chile and Uruguay transaction of $438 million within Other (income) expense, net, classified within Corporate, and a corresponding allowance within Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets; $405 million of which was recognized in fiscal 2020, primarily upon meeting the held-for-sale criteria. The expected loss is largely due to the anticipated release of the cumulative foreign currency translation losses recognized by the Argentina, Chile and Uruguay legal entities.