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NOTE 15 — Discontinued Operations |
The Company continually evaluates its existing portfolio of businesses to ensure resources are invested in those businesses that are accretive to the NIKE Brand and represent the largest growth potential and highest returns. During the year, the Company divested of Umbro and Cole Haan, allowing it to focus its resources on driving growth in the NIKE, Jordan, Converse and Hurley brands.
On February 1, 2013, the Company completed the sale of Cole Haan to Apax Partners for an agreed upon purchase price of $570 million and received at closing $561 million, net of $9 million of purchase price adjustments. The transaction resulted in a gain on sale of $231 million, net of $137 million in tax expense; this gain is included in the net income (loss) from discontinued operations line item on the consolidated statements of income. There were no adjustments to these recorded amounts as of May 31, 2013. Beginning November 30, 2012, the Company classified the Cole Haan disposal group as held-for-sale and presented the results of Cole Haan's operations in the net income (loss) from discontinued operations line item on the consolidated statements of income. From this date until the sale, the assets and liabilities of Cole Haan were recorded in the assets of discontinued operations and liabilities of discontinued operations line items on the consolidated balance sheets, respectively. Previously, these amounts were reported in the Company's segment presentation as “Other Businesses.”
Under the sale agreement, the Company agreed to provide certain transition services to Cole Haan for an expected period of 3 to 9 months from the date of sale. The Company will also license NIKE proprietary Air and Lunar technologies to Cole Haan for a transition period. The continuing cash flows related to these items are not expected to be significant to Cole Haan and the Company will have no significant continuing involvement with Cole Haan beyond the transition services. Additionally, preexisting guarantees of certain Cole Haan lease payments remain in place after the sale; the maximum exposure under the guarantees is $44 million at May 31, 2013. The fair value of the guarantees is not material.
On November 30, 2012, the Company completed the sale of certain assets of Umbro to Iconix Brand Group (“Iconix”) for $225 million. The Umbro disposal group was classified as held-for-sale as of November 30, 2012 and the results of Umbro's operations are presented in the net income (loss) from discontinued operations line item on the consolidated statements of income. The remaining liabilities of Umbro are recorded in the liabilities of discontinued operations line items on the consolidated balance sheets. Previously, these amounts were reported in the Company's segment presentation as “Other Businesses.” Upon meeting the held-for-sale criteria, the Company recorded a loss of $107 million, net of tax, on the sale of Umbro and the loss is included in the net income (loss) from discontinued operations line item on the consolidated statements of income. The loss on sale was calculated as the net sales price less Umbro assets of $248 million, including intangibles, goodwill, and fixed assets, other miscellaneous charges of $22 million, and the release of the associated cumulative translation adjustment of $129 million. The tax benefit on the loss was $67 million. There were no adjustments to these recorded amounts as of May 31, 2013.
Under the sale agreement, the Company provided transition services to Iconix while certain markets were transitioned to Iconix-designated licensees. These transition services are complete and the Company has wound down the remaining operations of Umbro.
For the year ended May 31, 2013, net income (loss) from discontinued operations included, for both businesses, the net gain or loss on sale, net operating losses, tax expenses, and approximately $20 million in wind down costs.
Summarized results of the Company's discontinued operations are as follows:
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| | | | | | | | | | | | |
| | Year Ended May 31, |
(In millions) | | 2013 | | 2012 | | 2011 |
Revenues | | $ | 523 |
| | $ | 796 |
| | $ | 746 |
|
Income (loss) before income taxes | | 108 |
| | (43 | ) | | (18 | ) |
Income tax expense (benefit) | | 87 |
| | 3 |
| | 21 |
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Net income (loss) from discontinued operations | | $ | 21 |
| | $ | (46 | ) | | $ | (39 | ) |
As of May 31, 2013 and 2012, the aggregate components of assets and liabilities classified as discontinued operations and included in current assets and current liabilities consisted of the following:
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| | | | | | | | |
| | As of May 31, |
(In millions) | | 2013 | | 2012 |
Accounts Receivable, net | | $ | — |
| | $ | 148 |
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Inventories | | — |
| | 128 |
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Deferred income taxes and other assets | | — |
| | 35 |
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Property, plant and equipment, net | | — |
| | 70 |
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Identifiable intangible assets, net | | — |
| | 234 |
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TOTAL ASSETS | | $ | — |
| | $ | 615 |
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Accounts payable | | $ | 1 |
| | $ | 42 |
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Accrued liabilities | | 17 |
| | 112 |
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Deferred income taxes and other liabilities | | — |
| | 16 |
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TOTAL LIABILITIES | | $ | 18 |
| | $ | 170 |
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