Final Annual Report 2022

Download as pdf or txt
Download as pdf or txt
You are on page 1of 240

40 YEARS

OF
STYLE
JD Sports Fashion Plc
Annual Report and Accounts 2022
OUR PURPOSE
The Group’s purpose is to be a leading
international multichannel retailer of
sports, fashion and outdoor brands with
core values of connecting with consumers
through continual investment in our
store portfolio, nurturing our global branded
supplier relationships and improving our
sustainability and financial performance.

13 acquisitions completed

OUR CULTURE AND VALUES


Entrepreneurial – The Group has a strong track record
during the financial year
including DTLR in the US

of revenue growth, profit optimisation and international


expansion. We maintain ultimate flexibility in our business
model which enables us to capitalise on the fast pace of
Strategic Report
consumer trends.
Statement from the Board 4
Competitive – Our brand ethos is all about innovation, Interim Non-Executive Chair’s Statement 7
Our Investment Proposition 12
creativity and competitiveness. We respect each member
Our Business Model and Strategy 14
of our team and everyone is encouraged to put forward their
Strategy in Action 16
ideas, regardless of how big or small, as dynamic thinking is
Principal Risks 26
what drives the business to be competitive. Business & Financial Review 34
Alternative Performance Measures 42
Committed – The Group is committed to protecting the
Property and Stores Review 44
long-term interests of its shareholders, whilst balancing
Environmental – Overview and Governance 53
and promoting the interests of its other key stakeholders, Environmental – TCFD 55
including its colleagues and suppliers. Environmental – Climate Change 60
Environmental – Sector Emissions Data 64
Team-oriented – Our people are integral to our success
Environmental – Sustainability 67
and are the heartbeat of our business. They deliver on a daily Social – Ethical Sourcing 71
basis to enable the Group to meet and exceed expectations. Social – Our People 76
Problems are solved and opportunities seized by people Social – Health & Safety 80
working together from all levels of the organisation. Social – The JD Foundation 82
Social – Global Empowerment 84
Ethical – We believe in extending our entrepreneurial and Governance – Section 172 Statement 86
competitive spirit beyond financial performance to making the Governance – Stakeholder Engagement 87
world around us a better place. We always strive to do the right
thing for our colleagues, our customers and our communities. Governance
Board of Directors 92
Directors’ Report 94
Corporate Governance Report 99
Nominations Committee Report 106

OUR STRATEGY
Audit & Risk Committee Report 108
Directors’ Remuneration Report 114

Financial Statements
The Group’s strategy is to continuously set the global standard Statement of Directors’ Responsibilities 131
for retail experience through best-in-class operations, connected Independent Auditor’s Report 132
consumer experiences and the unique delivery of the world’s most Consolidated Income Statement 142
authentic brands to the market. We seek to inspire the emerging Consolidated Statement of Comprehensive Income 142
generation of globally minded consumers through a connection Consolidated Statement of Financial Position 143
to the universal culture of sport, music and fashion. Consolidated Statement of Changes in Equity 144
Consolidated Statement of Cash Flows 145
Further details of the Group’s short and long-term strategy are Notes to the Consolidated Financial Statements 146
set out on pages 14 and 15. Company Balance Sheet 219
Company Statement of Changes in Equity 220
Notes to the Company Financial Statements 221

Group Information
Financial Calendar 235
Shareholder Information 235
Five Year Record 236
HIGHLIGHTS

Strategic Report
Revenue £m
£8,563.0m Total dividend payable
per ordinary share** p 0.35p
0.34 0.35
8,563.0 0.33
0.29

6,110.8 6,167.3
4,717.8

Governance
3,161.4 0.06
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

Profit before tax and


exceptional items £m £947.2m Profit before tax £m
£654.7m
947.2
654.7

438.8 421.3 339.9 348.5 324.0


355.2 294.5
307.3

Financial Statements
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

Basic earnings
per ordinary share** p 7.17p Adjusted earnings
per ordinary share*/** p 12.84p
7.17 12.84
5.38
4.77 5.06
4.61
6.85 6.44
5.69
5.03

2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

Group Information
Net assets £m
£2,339.7m Net cash* £m
£1,185.9m
1,185.9
2,339.7

795.4
1,496.4
1,289.2
1,076.8
834.3 429.9
309.7 125.2
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

Average number
of employees 67,831 Board gender diversity
(% of female Board members) 43%
67,831 43%

53,477 54,385
48,852 29% 29%

30,292
17% 17%

2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

* Throughout the Annual Report ‘*’ indicates the first instance of a term defined and explained in the Alternative Performance Measures
section on page 42 along with a reconciliation to statutory measures. Further detail setting out the background to the Alternative
Performance Measures is given in Note 1 to the financial statements.
** Basic and adjusted earnings per ordinary share and dividends per ordinary share have been adjusted to reflect the share sub-division
effective 30 November 2021, as if the event had occurred at the beginning of the earliest period presented.

JD Sports Fashion Plc Annual Report and Accounts 2022 1


THE GROUP
Building our position
3,402
stores
*
67,831
average number
of employees
*
as the showcase
of choice for the
global sports fashion
industry, providing
unrivalled access to
the finest brands.

* As at 29 January 2022.

CANADA

UK

THE REPUBLIC OF IRELAND

THE NETHERLANDS

FRANCE

BELGIUM

SPAIN AND THE CANARY ISLANDS

PORTUGAL

US

Geographical revenue % Group revenue by channel % Stores number split %

Rest of the World Other Outdoor

North
3.8% 41.8% UK & ROI Multichannel
3.2% 66.2% Retail 7.3% 92.7% Sports
Stores Fashion
America

30.5% 30.6%

23.9%
Europe

2 JD Sports Fashion Plc Annual Report and Accounts 2022


32 * OUR REVENUE CHANNELS Sports Fashion brands

Strategic Report
Stores
territories across
the globe
In-store devices

Apps

Governance
Online

Wholesale

SWEDEN

Financial Statements
FINLAND

DENMARK

ESTONIA

LATVIA

LITHUANIA

POLAND

THE CZECH REPUBLIC

AUSTRIA

SLOVAKIA

HUNGARY

Group Information
ROMANIA

BULGARIA
SOUTH KOREA
GERMANY

ITALY

GREECE
CYPRUS THAILAND Outdoor brands

MALAYSIA

SINGAPORE

AUSTRALIA

NEW ZEALAND

JD Sports Fashion Plc Annual Report and Accounts 2022 3


S T A T E M E N T F R O M T H E B O A R D

Governance Each workstream consists of a three-month


Balancing the operational requirements of intensive programme of works to address priority
running and growing a business through a issues complemented by the development of
global pandemic with the obligations of longer term initiatives. It is anticipated that it
elevating governance standards has been will take 18 months to deliver and embed these
complex and not without challenge. workstreams in full to ensure that we balance
rigour in relation to governance and control with
A number of regulatory issues have arisen
maintaining the agility that has been key to our
through this time which have highlighted the
success to date.
need for both greater relevant experience on
the Board and more formalisation in governance Search For a New Group Chief Executive Officer
systems, risk management recording, the and Non-Executive Chair
documentation and appraisal of internal controls At its 2021 AGM on 1 July 2021, the Group
and the mechanisms for reporting relevant matters announced, with the support of Peter Cowgill,
to the regulatory authorities where appropriate. that it intended to divide the role of Executive
Chair and Group Chief Executive Officer before
As a result, since the year end the Board has
the 2022 Annual General Meeting. At that time,
engaged external advisors to carry out a number
it was intended that this would be achieved
of independent investigations into certain matters
through the appointment of a new Group Chief
including these regulatory issues. Alongside these
Executive Officer with Peter Cowgill then moving
investigations, as announced in February 2022,
into the role of Chair with a progressive handover
the Group has also been undertaking a review of
of executive management responsibilities. In due
its Governance procedures and policies in light
course, Peter Cowgill would then have been
of the process to divide the previous joint role of
replaced by a Non-Executive Chair.
the Executive Chair and Chief Executive Officer.
This process extended into a full review of the Working with Spencer Stuart the Group commenced
Group’s Corporate Governance operating model a global search for a new Group Chief Executive
and assessment of its current compliance with Officer. A number of excellent candidates were
the UK Corporate Governance Code. attracted to this role but a recurring theme was
a wish for a much shorter handover period. This
The Board has now completed the investigations
search process also coincided with the governance
and the governance review and have ratified a
and assurance workstreams referred to above and
plan to rebase the governance, risk and control
it is the Board’s view that the new Chief Executive
environment. This will target compliance with
Officer should have the opportunity to shape
our various regulatory requirements whilst
that process. Accordingly, the Board decided to
also delivering a more formalised approach to
accelerate the separation of the roles of Chair
governance, risk management recording and
and Chief Executive Officer and Peter Cowgill left
the documentation and appraisal of internal
the Group on 25 May 2022. Subsequently, Helen
controls. These actions are focused in four
Ashton accepted the role of Interim Non-Executive
principal workstreams:
Chair with Kath Smith, Senior Independent Director,
– CMA regulatory compliance. appointed as Interim Chief Executive Officer.
– FCA regulatory compliance re: limited permission
credit broking licence in certain UK businesses.
– Compliance with the UK corporate governance code.
– Risk management and internal control framework.

* Throughout the Annual Report ‘*’ indicates the first instance of a term defined and explained in the Alternative Performance Measures
section on page 42.

4 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
The Board wish to thank Peter Cowgill for his The process to recruit a Chief Executive Officer is
unwavering commitment, vision and inspirational ongoing with a number of high calibre candidates
leadership since he re-joined the Group in 2004. at different stages of consideration including some
JD is a globally recognised iconic multichannel who have only recently made their interest in the
retailer with a proven strategy, clear momentum role known. A process to recruit a new Non-Executive
and a talented and resilient senior management Chair is also progressing at pace. Meanwhile, the
team who, through his guidance, are recognised Board is happy with how the interim arrangements

Governance
within the sports fashion industry as some of the are operating and will update the market on the
leading figures in their fields. The Board and Senior progress of these search processes as appropriate.
Management team are united in their determination
Board Composition
to build on the historical successes with the same
Prior to these recent developments, the Board had
laser focus on the consumer, commercial rigour,
made significant progress in its process to recruit
attention to service excellence and analytical
new Non-Executive Directors who can positively
intensity. We will continue to seek to inspire the
contribute to the continued global development
emerging generation of aspirationally minded
and momentum of the Group. Helen Ashton initially
consumers through a connection to the universal
joined the Board on 15 November 2021 as Non-
culture of sport, music and fashion with the highest
Executive Director and Chair of the Audit & Risk
standards of consumer experience and execution,
Committee. We were also delighted to welcome
both in stores and online. Building on our trusted
during the year Bert Hoyt, who was formerly Head
brand relationships, we will also continue to deliver
of Europe for Nike; Mahbobeh Sabetnia, who has

Financial Statements
a product and brand mix which is emotionally
been at the forefront of e-business expansions,
engaging, exclusive and continually evolving.
leading data-driven consumer insights to unlock
value and framing new business propositions in a
number of global organisations; and Andy Long,
who is an Executive Director at Pentland Group
Ltd and was formerly Chief Executive Officer at
Pentland Brands Ltd.

Group Information

JD Sports Fashion Plc Annual Report and Accounts 2022 5


STATEMENT FROM THE BOARD CONTINUED

More recently, Suzi Williams joined the Board on Government Support


16 May 2022. Suzi brings a significant amount of Throughout the COVID-19 pandemic, our priorities
consumer marketing and management experience have been to ensure the health and wellbeing of
to the Group and, in due course, it is intended our colleagues and customers, protect jobs,
that she will take up the role of Remuneration preserve financial resources and limit the impact
Committee Chair. on profitability. It is important to remember that
the stores were closed for a number of months
Prior to her appointment as Interim Chief Executive
at the start of the year in some of our most
Officer, Kath Smith was confirmed as the Senior
significant markets across Europe and whilst
Independent Director and Chair of the Nominations
stores progressively reopened through the
Committee and, whilst it is acknowledged that she
Spring, there was no certainty as to whether they
cannot currently act as Senior Independent Director,
would stay open through the rest of the year and,
it is the Board’s intention that she will revert back to
even if they did, whether footfall would be at a
her former role upon the appointment of a permanent
level that would make the stores financially viable.
Chief Executive Officer. Based on the current
Accordingly, the Group accepted government
progress in this search, the Board expects that Kath
support where it was offered, including that
Smith will resume her role as Senior Independent
connected with property occupation, using it only
Director before the end of the financial year. This
for the purposes intended. In particular, payments
means that the Group would be compliant with
from the Coronavirus Job Retention Scheme in the
this aspect of the UK Corporate Governance Code
UK helped provide the thousands of people that
from the start of the next financial year. The Board
we employed with short-term financial support
also considered whether she should continue as
and reassurance regarding the sustainability of
Chair of the Nominations Committee but, to ensure
their long-term employment prospects.
compliance with the UK Corporate Governance
Code, has concluded that this position should be We are cognisant that the retention of sales in
held by the Interim Chair. the period when the stores were closed across
Europe in the early months of the year, combined
Further, the Board has determined that, given both
with the positive trading in the immediate period
the temporary nature of her position as Interim
after reopening, did help to offset the negative
Chair and the importance that it places on delivering
financial impacts associated with the period of
the plan to rebase the governance, risk and control
temporary closures. Further, whilst there were
environment, Helen Ashton should also retain her
some subsequent periods of store closures,
position as Chair of the Audit & Risk Committee.
particularly in Asia, later in the year, our most
Notwithstanding certain areas of non-compliance significant markets all remained open through
with the UK Corporate Governance Code during the peak trading period and have traded positively.
the year, the Group is pleased to advise that it
Therefore, in line with our previous statements on
is fully compliant with the initiatives on Board
this matter and having considered all the relevant
diversity proposed by the Hampton-Alexander
facts, the Board decided that it would repay all of
Review and the Parker Review.
the support that its businesses received from the
Coronavirus Job Retention Scheme in the UK
during the year. This repayment, which totalled
£24.4 million, has already been made.

6 JD Sports Fashion Plc Annual Report and Accounts 2022


I N T E R I M N O N - E X E C U T I V E C H A I R ’ S S T A T E M E N T

Strategic Report
DELIVERING
RESULTS
EXCELLENT

Governance
Financial Statements
Group Information

 his result demonstrates our


T
capacity for growth in both
existing and new markets,
HELEN ASHTON and the strength of our global
INTERIM NON-EXECUTIVE
CHAIR proposition and consumer
engagement in-store and online”

22 June 2022

JD Sports Fashion Plc Annual Report and Accounts 2022 7


INTERIM NON-EXECUTIVE CHAIR’S STATEMENT CONTINUED

b u s i n e s s We are also particularly encouraged by the strong


Group revenue
d e v e l o p m e n t s performance from the Group’s banners in the
Introduction
This was another period of outstanding progress
with the Group delivering a record headline profit
North America which have delivered a combined
profit before tax and exceptional items of
£343.0 million (2021: £171.9 million; 2020: £94.2 million).
£8,563.0m
before tax and exceptional items of £947.2 million This includes a full year contribution of £57.3 million
(2021: £421.3 million), more than double the from Shoe Palace (2021: £13.9 million for Shoe
previous record of £438.8 million set in the period Palace in the six week period after acquisition)
to 1 February 2020, which was the last completed and a part-year contribution of £50.6 million from
financial year prior to the COVID-19 pandemic. DTLR in respect of the period since the acquisition
Group profit
It includes £125.6 million of profit from the was completed. This result was heavily influenced before tax
by the fiscal stimulus which was made available by

£654.7m
combination of acquisitions in the year and the
annualisation period of businesses bought in the the Federal Government in the United States in the
52 weeks to 30 January 2021. The profit before tax first half of the year with revenues between mid-March
for the period was £654.7 million (2021: £324.0 million). and mid-July more than 40% ahead of pre-COVID
This result was achieved in the face of a series of levels. Encouragingly, our businesses in the United
unprecedented challenges including sustained States also traded positively in the second half of
periods of temporary store closures in many the year when there was no stimulus support, as
markets, constraints in the supply of certain compared to pre-COVID levels. Basic earnings
products due to factory closures within the per ordinary share
It is increasingly evident that the Group’s progress

7.17p
global supply chains of the international brands,
in North America, and the United States in particular,
widespread turbulence in international logistics
is having a long-term positive impact both on the
and the ongoing administrative and cost
Group’s overall performance and its relationships
consequences resulting from the loss of tariff-
with the international brands. We continue to be
free, frictionless trade with the European Union.
encouraged by the progress that JD is making in
This result demonstrates our capacity for growth the United States with 87 stores trading as JD at
in both existing and new markets, and the strength the end of the year and it is our intention to further
of our global proposition and consumer engagement expand the JD fascia in this financial year through
in-store and online. We are, as always, indebted to both new stores and the conversion of existing
our talented and committed colleagues across our Finish Line stores. We also opened the first Group
Group and send our thanks for the amazing work fascia stores in Canada in the year with a first JD
they do every day. This is crucial in our increasingly store in both Toronto and Vancouver and a Size?
global development and I would like to thank store, also in Toronto.
everyone in our businesses for their significant
Whilst there is a global shortfall in the supply
contribution and dedication.
of certain key footwear styles at this time, the
Whilst the Group does not have any facilities or Group continues to have excellent availability
employees in either Russia or Ukraine, we are both in stores and online with the Group
aware that many of our colleagues have relatives benefitting both from its status as a premier
and friends in these countries. The Group is deeply global strategic partner and the overall width
concerned by the continuing conflict in Ukraine of its category offer. We would also expect
and has ceased all trading in Russia across both that the supply from the impacted brands
its brand websites and wholesale channels. will improve progressively through the
remainder of the year.
We are very reassured by the positive performance
of the Group’s sports fashion retail fascias in
the UK and Republic of Ireland which delivered a
combined record profit before tax and exceptional
items of £471.2 million (2021: £262.7 million;
2020: £288.5 million). Given that the stores were
again closed for a number of weeks in the year,
this performance reflects very positively both
the enhanced agility of the Group’s operational
infrastructure in these countries and the depth
of the connection and trust that JD has built with
its consumers who are clearly very comfortable
engaging with JD through both physical and
digital channels.

8 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Marketing Investment Group S.A. (‘MIG’)
Number of
The acquisition of MIG completed on 30 April 2021
acquisitions
with a 60% holding acquired for total consideration in the year

13
of 348.9 million Polish Zloty (‘PLN’) of which
12.7 million PLN has been deferred subject to
customary closing conditions and is expected to be
paid in 2022. At completion, MIG, which is based in

Governance
Krakow, Poland, had 410 stores trading principally
as either Sizeer, which is a premium multi-branded
fascia not too dissimilar to JD, or 50 Style, which is
Consideration paid
a multi-branded volume retail concept with lower for acquisitions, net
price points. Whilst the majority of these stores are of cash acquired

£616.5m
located in Poland, the Company has also expanded
its reach beyond Poland in recent years with a
presence, at completion, in a total of nine countries
across Central and Eastern Europe.

More recently, the MIG team has acquired the


trade and assets of a further 22 stores which
traded as The Athlete’s Foot across Slovenia,
Croatia, Serbia and Bosnia & Herzegovina which

Financial Statements
are all new territories for the MIG business. These
stores are currently being converted to Sizeer.
s i g n i f i c a n t m & a
t r a n s a c t i o n s The MIG team has also been instrumental in the
The Group has completed a number of acquisitions opening of the first JD stores in Eastern Europe
and other investments in the period, which look with stores at Poznan, Poland, and Constanta,
to either expand the geographical reach of its Romania. Since the period end, the Group has
premium sports fashion operations or widen the opened four further JD stores in Poland, one
category offer to include other products which additional store in Romania and a first store
are relevant to a style-conscious consumer. in Hungary, at the Árkád Shopping Centre in
Budapest. We would anticipate further openings
DTLR Villa LLC (‘DTLR’) for the JD fascia across Eastern Europe in the
The acquisition of 100% of DTLR completed new financial year although events in Ukraine
on 17 March 2021 for cash consideration of

Group Information
do drive some caution.
$423.6 million with third party indebtedness
of $86.5 million also refinanced at this time. Deporvillage S.L. (‘Deporvillage’)
At completion, DTLR, which is based in Baltimore, On 3 August 2021, Iberian Sports Retail Group SL
Maryland, had 247 stores selling athletic footwear (‘ISRG’), the Group’s existing intermediate holding
and apparel streetwear across 19 states, principally company in Spain, completed the acquisition of
in neighbourhood urban areas across the North an initial 80% holding in Deporvillage which is
and East of the United States. Subsequent to based in Manresa, Catalonia. Consideration of
completion, DTLR was transferred to the same €100.0 million was paid at completion with further
sub-group as Finish Line, JD US and Shoe Palace. consideration up to a maximum of €40.4 million
deferred, to be paid contingent on achieving
Five new stores have opened subsequently certain performance criteria.
although these have been offset by the closure
of eight smaller under-performing stores. We ISRG is a leading operator in the sporting goods
would anticipate further evolution of the property market across Iberia through its Sprinter and Sport
portfolio in the forthcoming year with DTLR having Zone fascias with the acquisition of Deporvillage
the support of the international brands to expand providing additional expertise in both the development
its network of stores in its markets. of an international digital infrastructure and insights of
the key performance-related categories of cycling,
running and outdoor.

JD Sports Fashion Plc Annual Report and Accounts 2022 9


INTERIM NON-EXECUTIVE CHAIR’S STATEMENT CONTINUED

Wheelbase Lakeland Limited (‘Wheelbase’) and GymNation Limited (‘GymNation’)


XLR8 Limited t/a Leisure Lakes (‘Leisure Lakes’) On 24 December 2021, the Group’s existing
The Group has enhanced its presence in the UK subsidiary JD Sports Gyms Limited (‘JD Gyms’)
premium cycling market in the year through the acquired 100% of GymNation Limited and
acquisitions of Wheelbase and Leisure Lakes. its 100% owned subsidiary GymNation LLC
(together ‘GymNation’) for cash consideration
On 30 September 2021, the Group acquired
of $42.2 million and contingent consideration
77.5% of Wheelbase for £22.2 million. Based near
of $6.1 million. Contingent consideration is
Kendal, Cumbria, on acquisition Wheelbase had
cash-settled and is linked to GymNation’s future
three stores in cycling hotspots, including the
performance. It is initially measured at fair value
renowned store at Staveley which, at 16,000 sqft,
and is subsequently remeasured to fair value
is one of the largest cycle stores in the UK. Wheelbase
at each reporting date until the contingency is
is firmly established as one of the premier cycling
settled. The fair value of contingent consideration
retailers in the UK selling key brands such as Cube,
recognised at 29 January 2022 is $6.6 million.
Cannondale, Trek and Specialized. Working with
The maximum amount of the future payment
the Wheelbase team, the Group will open specialist
is £75 million. GymNation had seven gyms at
cycling concessions in selected Go Outdoors
acquisition with five in Dubai, one in Abu Dhabi
stores with the first two concessions, in Coventry
and one in Ras Al Khaimah. The GymNation
and Stockton, now open.
approach is very similar to JD Gyms with a focus
On 19 November 2021, the Group also acquired on providing well-equipped gyms to a style-
100% of Leisure Lakes for initial cash consideration conscious participant with extensive use of social
of £25.6 million with additional consideration up media in a digitally-led marketing approach and
to a maximum of £15.0 million payable if certain memberships that are both affordable and flexible.
performance criteria are achieved. Based near
Preston, Leisure Lakes had ten stores in urban u p d a t e o n
locations at completion and, like Wheelbase, is also f o o t a s y l u m
considered to be one of the leading omnichannel l i m i t e d
retailers of bicycles and associated accessories in ( ‘ f o o t a s y l u m ’ )
the UK and is a key partner for most of the major The Competition and Markets Authority
cycling brands. (‘CMA’) announced in its Provisional Report on
2 September 2021 that it was again minded to
Cosmos Sport S.A. (‘Cosmos’)
prohibit the Group’s acquisition of Footasylum.
On 21 October 2021, the Group acquired 80%
This decision was confirmed in the CMA’s Final
of Cosmos for cash consideration of €73.0 million.
Report dated 5 November 2021.
Based in Crete, Cosmos had 58 stores in Greece
at acquisition with a further three stores in Cyprus. We were very disappointed by this decision
Cosmos mainly trades under two fascias, being as we firmly believed that we had provided
Cosmos Sport and Sneaker 10. Cosmos Sport is the overwhelming evidence to the CMA in its
core fascia trading through an elevated sporting re-examination of the transaction of how the
goods and lifestyle proposition with Sneaker 10 COVID-19 pandemic has materially changed the
focusing on trainers and premium releases and market for the retailing of international sports
is more similar to the Group’s Size? fascia. brands. In particular, the Group demonstrated
very clearly to the CMA how, by causing a
Two new stores, one in Greece and one in Cyprus,
structural shift in favour of online shopping,
have opened since completion although these
COVID-19 has empowered and accelerated the
have been offset by the closure of two of the
Direct to Consumer strategies of the international
adidas monobrand stores. We would anticipate
brands. The evidence of this is clear in the recent
further evolution of the property portfolio in the
public statements of not just the brands but
forthcoming year with Cosmos having the support
also some of their longest standing wholesale
of the international brands to expand its network
customers. We continue to believe that JD, with
of stores in its markets. Further, this acquisition
its recognised status as a premier global strategic
also provides the Group with an infrastructure and
partner, would have positively influenced Footasylum’s
management team for the development of JD in
brand relationships and its access to product over
Greece and Cyprus, with the first store in Greece
the longer term.
currently expected to open in the second half of
this year. The Group has agreed Final Undertakings
with the CMA which require the divestment of
Footasylum to an ‘Approved Purchaser’. This
divestment process is ongoing with a number
of parties expressing interest in the business.

10 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
p e o p l e e s g
We are, of course, indebted to all of our teams in As a FTSE 100 company, we recognise and
our different territories for their resolute attitude embrace that our scale enables us to make
in dealing with the challenges posed by COVID-19 positive, lasting changes. Our Environmental,
during the year. Whilst the Group’s stores are Social and Governance Committee (founded in
now trading without restrictions, we are conscious 2020) governs our global, Group-wide approach
that there is still a high prevalence of the virus in to sustainability, including such critical topics as

Governance
many countries and that new variants could emerge our people strategy, climate change, sustainable
in the future and result in new challenges. However, sourcing and governance.
the Board reaffirms that the safety and wellbeing of
For further details about the responsibilities of the
our colleagues and our consumers has been and
Environmental, Social and Governance Committee
will always be our number one priority.
and the Group’s achievements in the year, please
The Board is particularly aware of the need to see page 53.
support our colleagues mental health needs with
wellbeing integrated into our culture. We have c u r r e n t t r a d i n g
launched our Wellbeing Network which provides a n d o u t l o o k
colleagues with a host of resources, including The Group is reassured with the trading to date with
access to health care professionals and specialist total sales in the Group’s like-for-like businesses
support and we intend to enhance the size and after four months 5% ahead of the same period in

Financial Statements
scope of this programme with additional resources the prior year. This performance is a further positive
including podcasts and interactive group sessions. reflection of both the strength and breadth of the
Group’s brand relationships and category offer.
k i c k s t a r t It has also been achieved against a backdrop of
The Group is working closely with the UK a global shortfall in the supply of certain key
Government and The Prince’s Trust as a national footwear styles with this supply expected to
partner on its Kickstart scheme which aims to improve progressively through the remainder
provide employment opportunities for young of the year.
people who were previously on Universal Credit
Whilst we are encouraged by the resilient nature of
and who faced significant barriers to employment
the consumer demand in the current year to date,
as a result of the pandemic. Over 1,000 people
we remain conscious of the headwinds that prevail
have progressed through the programme to date
at this time including the general global macro-
with 90% of those young people subsequently
economic and geopolitical situation. Against this
offered permanent roles within the Group.

Group Information
backdrop, the Board believes that the headline
The Group were pleased to welcome His Royal
profit before tax and exceptional items for the year
Highness The Prince of Wales and the Chancellor
end 28 January 2023 will be in line with the record
of the Exchequer, The Rt Hon Rishi Sunak MP, to
performance for the year ended 29 January 2022.
our store on Walworth Road in South London on
11 May 2022 where they met with a number of Our next scheduled update will take place upon
Kickstart recruits to get an appreciation of their the announcement of our Interim Results. We will
experience of the Kickstart scheme. The Group confirm a date for these results in due course.
recognises the prevalence of social inequality in
the UK and feels passionately about reducing
barriers to entry to employment for young people
who are socially and economically disadvantaged.
JD is proud of its participation in the Kickstart
Helen Ashton
scheme which was delivered in partnership with
Interim Non-Executive Chair
The Prince’s Trust.
22 June 2022

JD Sports Fashion Plc Annual Report and Accounts 2022 11


O U R I N V E S T M E N T P R O P O S I T I O N

REASONS TO INVEST
1 UNRIVALLED
BRAND ACCESS
JD is a premier global strategic
partner to the international brands,
uniquely delivering the world’s
most iconic and emerging
products to the market.

OMNICHANNEL
APPROACH
JD is the leading omnichannel retailer
of sports fashion and outdoor brands,
demonstrating strong retail execution

2 3
across all platforms with a flexible
and agile approach.

GLOBAL PRESENCE
The Group is globally recognised
with over 3,400 stores in 32
territories following a history of
international expansion and further
acquisitions capability in the future.

12 JD Sports Fashion Plc Annual Report and Accounts 2022


4

Strategic Report
Revenue £m
£8,563.0m
8,563.0
PROVEN TRACK
RECORD

Governance
6,110.8 6,167.3
4,717.8
3,161.4
JD operates from a stable financial
2018 2019 2020 2021 2022 base with a history of strong revenue
and profit growth over a sustained
period (see page 236 for our five
year history).

Financial Statements
5
FOCUSED ON ESG
As a FTSE 100 company, we recognise
Group Information

and embrace that our scale enables


us to make positive, lasting changes
by extending our entrepreneurial and
competitive spirit beyond financial
performance to making the world
around us a better place. Read our

6
latest Environment, Social and
Governance Report on page 51.

OUR PEOPLE
At the heart of JD are highly-motivated,
loyal and experienced teams who have
a razor sharp focus on the consumer
and continuously set the global standard
for retail experience through best-in-
class operations.

JD Sports Fashion Plc Annual Report and Accounts 2022 13


O U R B U S I N E S S M O D E L A N D S T R A T E G Y

OUR BUSINESS MODEL AND STRATEGY


The Group’s principal JD banner is widely recognised s t r a t e g i c p r i o r i t y
as the leading omnichannel retailer of branded and
private label Sports Fashion apparel and footwear
in the UK and Ireland. Increasingly, the fascia is
attracting a similar reputation internationally.
STRONG CONSUMER CONNECTION
The other banners within the Group offer category JD seeks to inspire the emerging generation of globally
width, international reach, flexibility and ability to minded consumers through a connection to the universal
broaden its appeal to a wider consumer base. culture of sport, music and fashion. JD has a detailed
understanding of its fashion focused consumer and
Our strategy is underpinned by the following pillars: cultivates its product range to appeal to this audience.
– Strong consumer connection
– Excellence in physical retail & the
international expansion of the JD brand
– Omnichannel capability & technology
– Environment, social & governance
E XCELLENCE IN PHYSICAL RETAIL
– Brand & category width & INTERNATIONAL EXPANSION
The Group continuously sets the global standard
for retail experience through best-in-class operations,
connected consumer experiences and the unique
delivery of the world’s most authentic brands to the
market. The Group is committed to showcasing brands
o u r b u s i n e s s m o d e l in a premium environment and stores remain a core
part of our strategy.
KEY INPUTS
International Supply Third-party
OMNICHANNEL CAPABILITY & TECHNOLOGY
brands chain logistics We utilise our digital platforms to maximise our reach
and impact on a local level, with consumers able to shop
seamlessly across all channels. We want our consumers
Technology to be able to shop frictionlessly, however and whenever
Private labels and IT
infrastructure they choose.

ENVIRONMENT, SOCIAL & GOVERNANCE (ESG)


Improving ESG performance is an integral part of our
Group strategy. As a FTSE 100 company, we recognise

CHANNELS and embrace that our scale enables us to make positive,


lasting changes.

In-store
Wholesale Stores
devices

BRAND & CATEGORY WIDTH


Online
Desktop, tablet Across the wider Group, there are multiple businesses
Apps
and mobile which expand our branded reach, support our ability to
optimised develop and wholesale branded clothing or facilitate the
Group’s entry into fashion and sport-related categories.
This helps us to maintain ultimate flexibility in our
Store business model, widen our customer appeal and
Delivery collection or capitalise on the fast pace of consumer trends.
home delivery

14 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
w h at w e a c h i e v e d i n 2 0 2 1 / 2 2 f u t u r e va l u e g e n e r at i o n

– O
 ur product offering is underpinned by substantial – W
 e will continue to focus on our core
communication of the JD brand and its associations through demographic whilst also targeting relevant
social media, influencers and outdoor marketing campaigns. brand or product adjacencies.
– The Group successfully worked with a number of sport, – We will continue to work with the most influential
music and fashion partners during the year, including names in youth culture across all social media

Governance
ITV’s Love Island and Manchester’s Parklife festival. channels and as appointed brand ambassadors.
– The Christmas campaign made JD the destination for
Christmas shopping as the number one TV advert on
YouTube with over 20 million views and in excess of
44 million TikTok views.

– Total number of stores across the Group increased by 766 – F


 urther development of the Group’s presence in
to 3,402 stores at the year end. the US, the largest sportswear market in the world.
– E xpansion into new territories through a combination of – We will continue with our major programme to
organic growth and selective acquisitions, with Group enhance the logistics network across the UK and
fascias present in 32 territories worldwide at the financial Western Europe.
year end. – We will work with our acquisitions and joint
– Larger format stores opened in the UK, demonstrating our venture partners to expand further into new

Financial Statements
continued focus on visual merchandising, retail theatre and territories in Central and Eastern Europe and
digital integration. further afield.
– 13 global acquisitions completed this year (see Note 11) – For further details, see our Property and Stores
for details). review on page 44.

– T
 he continuing global growth in physical store space is – We are investing in additional warehousing
complemented by ongoing investment in our international capacity that can be solely dedicated to the
online capability through a significant multicurrency and fulfilment of online orders in the UK.
multilanguage website estate. – Further investment in our website estate to
– High levels of sales retention in the periods of temporary coordinate the growth in physical retail with
store closures due to COVID-19 restrictions. Consumers our digital platforms.
have readily switched to online channels, reflecting the
benefits of the agile omnichannel approach that the

Group Information
Group has developed over a number of years.

– W
 e are proud of our achievements to date, from improving – W
 e understand that there is still so much more
conditions for workers in our supply chain to increasing our that we can do. Our ESG Committee governs our
efforts (and those of our suppliers) to reduce the impact of approach to sustainability, including such critical
climate change. topics as Climate Change, Sustainable Sourcing,
– Examples of the Group’s achievements in the year include: and the Circular Economy. Our ESG section on
Retaining the Group’s A- Climate Change grade from the page 51 provides further details of our future
Carbon Disclosure Project, working with the UK ESG strategy.
Government as a national partner and employing over 700
people through the Kickstart Scheme plus the Group has
increased the gender and ethnic diversity of its Board.
– Further details of all of the Group’s achievements in this
area are included in our ESG section on page 51.

– T
 he Group completed several acquisitions in the year – W
 e will continue to make selective acquisitions
that expand our brand and category width both in the where appropriate to expand our brand and
UK and internationally. category width whilst still focusing on enhanced
– A number of strategic investments were made in the year profitability in the medium term.
in associates and joint venture companies such as Applied
Nutrition and Gym King (see Note 15 for details).
– Further development of our Outdoor portfolio with the
inclusion of fishing and equestrian concessions within our
Go Outdoors stores.

JD Sports Fashion Plc Annual Report and Accounts 2022 15


S T R A T E G Y I N A C T I O N

40 YEARS OF
DEFiNiN
AN iCON
In the beginning...
JD began its journey in 1981
with its first store in Bury, Greater
Manchester and has since grown
to become one of the leading
global omnichannel retailer of
sports, fashion and outdoor brands.

J+D John Wardle


and David Makin
1981First store in Bury, Manchester

New Territories
The JD fascia expanded internationally
with its first store in France in 2010
and now has flagship-style stores
in many of the Group’s European
territories. Next stop was the
Asia Pacific region in 2016, with
the US following in 2018 after
the acquisition of Finish Line.

2020 Paris flagship store NYC flagship store 2020

2016
New Markets
2016 also saw the opening of the
The Group expanded into the Group’s first gym through the
Outdoor market via its acquisition JD Gyms affordable yet stylish
of Blacks and Millets in 2012, with gym concept. In 2021, the Group
the acquisition of Go Outdoors completed the acquisition of
following in 2016. GymNation, a chain of gyms
based in the United Arab Emirates.

2016 Acquisition of GO

16 JD Sports Fashion Plc Annual Report and Accounts 2022


1981

Strategic Report
Started in Bury,

NG
Greater Manchester

N THE SHOWCASE

Governance
OF CHOICE
From the North West of England to the
West Coast of America, Australia and
beyond, the Group strives to provide
its customers with the latest exclusive

Financial Statements
products from the very best brands.

2015 Oxford Street, London


2021 Westfield, Stratford

Where next? t h e j d
d u f f l e
The Group plans to continue its
The Group’s iconic plastic
expansion into new territories in
bag (the JD ‘duffle’) represents
Central and Eastern Europe. We are a fantastic example of how a
also working with our joint venture design-led plastic product can

Group Information
partners further afield, with the generate continued re-use from
first JD store in Jakarta, Indonesia customers. The JD flexi-loop
bags are now made with 70%
opening in the first few weeks of recycled content.
2022/23, followed more recently by
the opening of the two stores in Israel.

New Zealand
2021

What’s next?
We plan to further develop our
Group fascias in both existing and
new territories and will continue to
make selective acquisitions where
appropriate to expand our brand
and category width.

For further details see Our Business


Model and Strategy on page 14.

2021 GymNation, UAE

JD Sports Fashion Plc Annual Report and Accounts 2022 17


S T R A T E G Y I N A C T I O N

40 YEARS OF
BRiLLiA
BRAND

18 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
ANT
DS THE KING

Governance
OF TRAINERS
The Group is at the pinnacle of the
global sports fashion industry with
consumers instinctively knowing
that our retail propositions focus on

Financial Statements
their fashion desires and aspirations
in both footwear and apparel.

Group Information
e x c l u s i v e
p r o d u c t
We seek opportunities to work in
partnership with the third-party
brands on the design of bespoke
product which is then exclusive
to the Group’s fascias.

International brands
regularly call out JD
as a premier global
strategic partner.

JD Sports Fashion Plc Annual Report and Accounts 2022 19


S T R A T E G Y I N A C T I O N

40 YEARS OF
THE BE
EMPLO

20 JD Sports Fashion Plc Annual Report and Accounts 2022


67,831

Strategic Report
average number of

EST
employees in 2021/22

OYEES

Governance
THE HEARTBEAT
OF OUR BUSINESS
The talented individuals working across
the Group are integral to our continued

Financial Statements
success, delivering exceptional results
year after year.
We want to attract, retain and develop
the very best talent at all levels throughout
the Group and believe that an engaged
workforce is an essential ingredient towards
our continued success.

Group Information
k i c k s t a r t
We are proud to be working with the
UK Government as a national partner
on its Kickstart scheme which aims
to provide employment opportunities
for young people who were previously
on Universal Credit and who faced
significant barriers to employment
as a result of the pandemic. Further
details can be found on page 78.

The Group continues to strive


to create an environment where
people feel welcome and safe,
where they are treated with
dignity and respect and where
the talent and skills of all
colleagues are valued.

JD Sports Fashion Plc Annual Report and Accounts 2022 21


S T R A T E G Y I N A C T I O N

40 YEARS OF
GLOBA
GROWT

JD has a powerful
combination of
international reach,
a strong consumer
connection and a
consistently premium
proposition.

22 JD Sports Fashion Plc Annual Report and Accounts 2022


32

Strategic Report
territories

AL
across
the globe

TH A MULTICHANNEL

Governance
PLATFORM FOR
FUTURE GROWTH
The Group has over 3,400 stores across

Financial Statements
32 territories at the financial year end
and this continuing global growth in
physical store space is complemented by
a significant multicurrency, multilanguage
website estate.

Group Information

t h e
b i g a p p l e
JD’s profile in the United States
was enhanced by the opening of our
16,000 sqft flagship store in Times
Square, New York in October 2020.

At the 2022 financial year end, there


were 87 stores trading as JD in the
United States.

JD Sports Fashion Plc Annual Report and Accounts 2022 23


S T R A T E G Y I N A C T I O N

40 YEARS OF
LEADiN
RETAiL

d i g i t a l
f u t u r e
We utilise our digital platforms to
maximise our reach and impact on a
local level with consumers able to shop
seamlessly across all channels. We want
our consumers to be able to shop on the
channel and at the time of their choice.

24 JD Sports Fashion Plc Annual Report and Accounts 2022


3,402

Strategic Report
stores

NG
L CREATING

Governance
RETAIL THEATRE
JD is a world class retail fascia where a
constantly evolving sports and fashion
premium brand offer is presented in a
vibrant retail theatre with innovative

Financial Statements
digital technology.
The Group continuously sets the global
standard for retail experience through
best-in-class operations, connected
consumer experiences and the unique
delivery of the world’s most authentic
brands to the market.

t h e

Group Information
s t o r e s
The stores give a platform to showcase
product, allow consumers to physically
see and try the product immediately,
and provide the operational flexibility
and agility to offer an enhanced speed
of service for online orders.

We will continue to invest in


property with a focus on the
international expansion of
the JD fascia. For more details
see our Property and Stores
review on page 44.

JD Sports Fashion Plc Annual Report and Accounts 2022 25


P R I N C I P A L R I S K S

OUR FRAMEWORK AND PROCESS


r i s k m a n a g e m e n t primary focus on implementing a Group-wide
a n d i n t e r n a l controls framework (see page 110 for further
c o n t r o l s details). Further, the Board sees the value in a
The Board, in conjunction with the Audit connected and embedded process where risks
& Risk Committee, has full responsibility for and opportunities are considered when making
monitoring the effectiveness of the Group’s decisions to meet strategic objectives. To further
system of risk management and the supporting this, the Board has established an internal working
system of internal controls. Executive Directors group to build and execute a roadmap of risk
and Senior Management are tasked with managing management improvements in 2022 and beyond.
risk on a day-to-day basis and are supported The 2023 Annual Report will provide details on
by functional risk management in areas of focus new features of the risk management framework.
such as Environmental, Social and Governance
(‘ESG’), Cyber and Health & Safety. Additionally, a s s e s s m e n t o f
the Board operates the following features of risk p r i n c i pa l a n d
management and internal controls: e m e r g i n g r i s k s
a n d u n c e r ta i n t i e s
– A well-defined organisational structure.
The Directors confirm that, during the financial
– Identification and monitoring of the business
year, there has been a continuous assessment of
risks facing the Group, with major risks identified
the principal risks and uncertainties facing the
and reported to the Audit & Risk Committee and
Group, including any emerging risks, and those
the Board as necessary and an annual risk report
that would threaten its business model, future
preparation and review process. As per page 108
performance, solvency or liquidity.
of the Audit & Risk Committee report, the Group is
looking to enhance its framework in this area with The principal risk areas remain largely the same as
Phase 1 of designing an Enterprise Risk Management reported last year and as a prelude to the principal
process starting with immediate effect. risks table, the Board has provided commentary
– Detailed appraisal and authorisation procedures below on the areas of change and topical risks
for capital investment, which are documented impacting the Group.
in the Matters Reserved for the Board and
Brexit
the Group’s Contract Authorisation Policy.
The terms of the UK’s trading agreement with
– Prompt preparation of comprehensive
the European Union mean that we no longer
monthly management accounts providing
enjoy tariff-free frictionless trading with our
relevant, reliable and up-to-date information.
former European partners. As a consequence,
These allow for comparison with budget and
we are now incurring some duties on the transfer
previous year’s results. Significant variances
of goods from the UK into EU countries plus a
from approved budgets are investigated
significantly enhanced administrative burden.
as appropriate.
– Preparation of comprehensive annual profit Our detailed planning meant that we were well
and cash flow budgets allowing management prepared for Brexit. Our operational systems have
to monitor business activities and major risks been configured to sort stocks as required by the
and the progress towards financial objectives Customs Authorities and produce the necessary
in the short and medium term. documentation in the right format, although there
– Monitoring of store procedures and the is still some disruption from Customs checks on
reporting and investigation of suspected the transfer of goods from the UK into the EU.
fraudulent activities. Further, we have a clear plan to expand our
– Reconciliation and checking of all cash and European supply chain operations, which will
stock balances and investigation of any mitigate against the disruption and duties on
material differences. transferring goods into the EU.

The Board continues to review opportunities to Now that the impact of Brexit has been integrated
develop, strengthen and optimise the effectiveness into our day-to-day operations and strategy, we
of these systems, particularly in light of the recent have removed this from our principal risks table.
growth of the business following the material Further detail in respect of our European supply
acquisitions in the US and continued growth in chain strategy can be found on pages 15 and 50.
Europe and Asia Pacific. The Group has therefore
created an internal controls function with a

26 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
COVID-19 Finally, our approach to ESG risks will benefit from
Colleague safety and wellbeing has been, the roadmap of risk management improvements
and continues to be, our number one priority. detailed on page 110.
Social distancing and safety measures have Cost of Living Crisis
been implemented according to the government Many of the countries where the Group operates
guidelines in the countries in which we operate. have experienced a cost of living increase since

Governance
Further, COVID-19 has impacted our supply late 2021 with high inflation outstripping wage
chain strategy and expedited our requirement increases for many consumers.
for additional long-term warehousing capacity in As with other retailers and distributors into retail
the UK that can be dedicated to the fulfilment of businesses, the demand for the Group’s products
online orders. Further detail on our supply chain is influenced by a number of economic factors,
strategy can be found in our Property and Stores notably: interest rates, the availability of consumer
Review on page 50. credit, employment levels and ultimately, disposable
Across all of our markets, COVID-19 remains a income. Therefore, the emerging risk associated
pressing issue, with each country taking a different with the cost of living crisis will remain under
approach to managing the situation. In the UK, review by the Group.
for example, some of our COVID-19 measures
have been adjusted to mirror the trend towards
‘living with COVID’. The personal, operational and

Financial Statements
economic implications in all of our territories will
remain under constant review in 2022.

Topical Risks
ESG Risks
Improving the sustainability and environmental
performance of the Group has been an integral
facet of our business plan over recent years with
efforts intensifying due to both external pressures
and our increasing global footprint. The Group
continues to adhere to ESG best practice by
identifying and detailing climate-related and
social impact risks.

Group Information
The Group uses globally recognised independent
benchmarks to assess our ESG performance
and to help identify ESG-related risks. Robust
governance, transparency and accountability
principles underpin our approach across all areas
of the business. Understanding and assessing ESG
risks supports our efforts to mitigate and manage
accordingly, benefitting both the Group, and the
local environments in which we operate.

The Group recognises the Task Force on


Climate‑Related Financial Disclosures (‘TCFD’)
recommendation to quantify financial impact
of strategic climate-related risks. Considerable
time has been invested in our attempts to fulfil
this requirement. However, our research into
quantifying climate risks identified that (owing to
the current lack of standard calculation method)
there are large variances in the interpretations
and estimates from the leading brands that have
provided estimates. We anticipate that more
accurate, verifiable climate-related financial
planning risks can be provided within one to two
years. The Group continues to discuss climate-
related risks within our regular financial planning
activities, primarily via the Group ESG Committee,
chaired by our Chief Financial Officer.

JD Sports Fashion Plc Annual Report and Accounts 2022 27


PRINCIPAL RISKS CONTINUED

The following table outlines the Group’s principal risks, the change in risk exposure in 2021/22, the mitigation activities
and links to our strategy. The table only includes those risks that the Group has identified as principal risks.

key Increased risk No change in Reduced risk


exposure risk exposure exposure
Consumer Omnichannel Brand & Physical retail & ESG
connection capability & category width international expansion
technology

STRATEGIC RISK
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Acquisition Risks The Group has detailed targeted appraisal procedures in place,
JD’s status as a premier global strategic partner with key international including appropriate due diligence and a dedicated Mergers &
brands is an important factor in the success of the Group. Acquisitions Acquisitions function.
and expansion into new territories should align with the Group’s overall We have robust Board approval procedures to ensure the thorough
corporate strategy and further develop these brand relationships. and detailed review of acquisition proposals.
A core element of the Group’s growth and diversification strategy Integration plans are finalised prior to acquisitions completing to ensure
is through selective acquisitions to expand the Group’s stable of newly acquired businesses are integrated efficiently and swiftly.
private labels.
Acquired businesses may fail to realise expected synergies, growth
targets and performance, impacting Group profitability and cash flows.

SUPPLY CHAIN
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Key Suppliers & Brands The Group regularly engages with its key suppliers with the aim
The retail fascias are heavily dependent on third-party brands and these of continuing to receive the exclusive, differentiated footwear and
brands themselves being desirable to the consumer if the apparel which our consumer desires. We seek opportunities to work
revenue streams are to grow. in partnership with the third-party brands on the design of bespoke
The Group is also subject to the distribution policies operated by some product which is then exclusive to the Group’s fascias.
third-party brands. Further, supply chain issues or a reduction in the The Group aims to add new brands to its offer and provide a stable
allocation of stock from key suppliers could negatively impact the results of evolving private labels to expand the width of its brand and
of the Group. category offer.

Excess Inventories The Group seeks to manage the risk of excess inventories by
As with other retailers and distributors into retail businesses, the Group’s monitoring the stock levels and managing the peaks in demand
core retail business is highly seasonal and the most important trading constantly with regular sales re-forecasting.
period in terms of sales, profitability and cash flow in its Sports Fashion
fascias continues to be the Christmas season. Lower than expected
performance in this period may have an adverse impact on results for the
full year and may result in excess inventories that are difficult to liquidate.

Business Interruption A conceptual business continuity plan is in place for our


Significant amounts of stock are held in any one of the Group’s warehouse operations.
warehouses. As a result there is an increased risk to store replenishment A full support contract with our automation equipment providers
and multichannel fulfilment from both equipment and system failure, is in place which includes a 24/7 presence from qualified engineers
together with the inherent risk of holding large amounts of stock in thereby enabling immediate attention to any equipment issues.
any one location.
The Group also pays for enhanced ‘hypercare’ support over the
seasonal peak period from Black Friday in November to Christmas.

28 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
INTELLECTUAL PROPERTY
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Intellectual Property The Group works with third-party organisations to ensure that the
The Group’s trademarks and other intellectual property rights are critical Group’s intellectual property is registered in all relevant territories.
in maintaining the value of the Group’s private labels. Ensuring that the The Group also has a well-established Profit Protection team
Group’s businesses can use these brands exclusively is critical in providing which actively works to prevent counterfeit product being
a point of differentiation to our customers and without this exclusivity we passed off as legitimate.
believe that footfall into the stores, visits to our websites and ultimately

Governance
conversion of these visits into revenues would all be reduced.

ENVIRONMENTAL
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Climate Reporting The Group has adopted the TCFD framework in order to keep the
Failure to achieve climate-related targets, meet reporting requirements transitional risks, physical risks and opportunities under review.
and ‘green-washing’ in our supply chain and marketing processes could The Group’s ESG Committee is responsible for determining ESG-related
result in public criticism and fines. strategy, corporate risk assessment and monitoring ESG performance
across the Group’s respective fascias and territories.

Financial Statements
For further details of our ESG-related risks, our environment-related
investment plans and the communication of our ESG strategy to
colleagues, customers and investors see page 54 and our ESG report
at www.jdplc.com.

SOCIAL – HUMAN RIGHTS, LABOUR STANDARDS AND RESPONSIBILITY


Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Human Rights & Labour Standards The Group’s Supply Chain Ethics team has an ongoing programme
Failure to uphold the rights of people working in our distribution to audit our private label supply chain (including agents, factories,
centres and warehouses, including those in the supply chain of our mills, dye houses and print houses).

Group Information
private labels could result in criticism by the media and other bodies. Suppliers within our private label supply chain are required to adhere
Adverse reports may influence consumer decision making. to the Group’s ‘Ethical Code of Practice’ which provides assurance
that workers producing our products are safe and in fair conditions.

Reliance on Non-UK Manufacturers Compliance in our private label supply chain is monitored by the
The majority of both third-party branded product and the Group’s Group’s Head of Quality and Ethics who has extensive experience
private label product is sourced outside of the UK. The Group is in this area. The Group has established a cross functional approach
therefore exposed to the risks of human rights violations from having to compliance ensuring that the sourcing and design teams work
parts of its supply chain operating in regions with inadequate labour collaboratively to ensure compliance is built into the design process.
laws and working practices. For our largest third-party brand partners, the Group collates
disclosures and statements (such as supply chain risk and ESG-
related issues) on material matters including, but not limited to
modern slavery, codes of practice, carbon emissions and water
security. A consolidated view of risks and opportunities identified
is periodically provided to our ESG Committee for review and
appropriate action.
The Group uses third-party accredited auditors to continuously
audit the factories it uses for its private label business. The Group’s
factories are also screened and verified prior to being included
within our sourcing strategy.

JD Sports Fashion Plc Annual Report and Accounts 2022 29


PRINCIPAL RISKS CONTINUED

HEALTH AND SAFETY


Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Health & Safety Health and safety incidents are recorded and profiled. Actions are
Failure to establish and maintain safe environments could result in taken to address adverse trends.
personal injuries, distress and fatalities to our employees and customers. The Group Health & Safety Committee meets on a quarterly basis.
The Committee is chaired by the Group Health & Safety Manager with
attendees including the Chief Financial Officer, Company Secretary
and Group Property Director.
Targets are set by the Board to enable measurement of performance.
Performance against targets, incidents, and legal claims that arise are
reported to the Board by the Group Health & Safety Manager.
There is a comprehensive induction and training programme for all
staff covering health & safety issues.

COVID-19 The Group has COVID-19 working practices that remain under
Failure to follow government guidelines could result in significant review and are adjusted to reflect the latest government and
health and safety challenges to our employees and customers. scientific guidelines for the markets we operate in.

GOVERNANCE – ANTI-CORRUPTION, RISK MANAGEMENT, REGULATORY AND COMPLIANCE


Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Anti-corruption and Anti-bribery There is an Employee Handbook which outlines the standards
The Group’s practices and colleague behaviours could result in expected of employees and the Group has an anti-corruption and
breaches in regulations and fines. bribery policy that is available to all staff. The Group Profit Protection
team monitors and investigates any convictions and issues.

Tax Risk The Group aims to ensure that it pays the right amount of tax in each
Tax risk arises due to the global scale of the Group’s operations and the country in which it operates and does not engage in arrangements
governing tax legislation that is applicable in each associated jurisdiction. which are artificial or contrived. The Group actively identifies,
evaluates, manages and monitors tax risks on an ongoing basis
using tax risk registers and strives to remain low-risk. Where there
is uncertainty or complexity in relation to how the tax legislation is
to be applied, advice is sought from external advisors and discussed
where appropriate with the relevant tax authority.

Data Protection Compliance The Group has a Data Protection Officer who is supported by the
With our increased reliance on our multichannel digital and marketing Group’s Legal team, Information Security team, HR and Profit Protection
activities, the Group could inadvertently process customer or employee team to advise the business and to provide training where applicable.
data in a manner deemed unethical or unlawful resulting in significant
financial penalties, remedial costs and reputational damage.

Regulatory & Compliance The Group expects all suppliers to comply with its Conditions of Supply
The Group operates in a fast-paced retail environment which is which clearly sets out its expectations of its suppliers and includes an
subject to various legislation, codes of practice, guidance and Ethical Code of Practice which all suppliers must adhere to.
standards including, but not limited to, the listing rules, consumer The Group has a legal team which advises the business on day-to-
protection and trading standards legislation, advertising regulations, day legal matters and aims to ensure compliance with all applicable
product safety and quality standards, carbon emission reporting, legal and regulatory frameworks with the support of external
bribery and corruption requirements, market abuse regulation, FCA specialist advisors.
regulations in respect of the provision of consumer credit, competition
law and health & safety legislation. The legal team provide updates to the Executive Directors on
significant matters relating to legal and regulatory compliance.
The Group recognises that failure to comply with these legal frameworks In addition, the Board are engaged in a process to enhance the
may result in financial or reputational damage to the business. Group’s overall regulatory compliance (for example, in recognition
Further, as a result of Brexit, laws and regulations could diverge of the Group’s Principle 11 obligations under the FCA framework).
between the UK and EU leading to increased operational complexity
and a greater risk of non-compliance.

CMA Action The Group invests heavily in external specialist competition law
The Competition and Markets Authority (‘CMA’) acts as the competition advice from well-respected competition law advisors. The Group
regulator in the United Kingdom. The CMA has a wide-ranging remit continues to invest in additional policies, procedures, and training
covering mergers and acquisitions, unfair trading practices and programmes to ensure that colleagues in the business are aware of
anti-competitive behaviour. As the Group continues to grow and as the rules in this area and can make appropriate decisions on a
the Group’s activities continue to expand, the CMA will have increased day-to-day basis.
involvement in considering the Group’s activities and proposed mergers
and acquisitions. Failure to comply with competition regulators in the
UK and beyond can result in public criticism, significant financial
penalties, reputational damage and remediation costs.

30 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
RETAIL PROPERTY FACTORS
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities

Retail Property New property lease agreements are actively managed by Senior
The Group can be financially exposed where it has committed itself Management, with caps on the length of leases, break options,
to a long lease in a location which, as a result of external factors, capped rent reviews and rents based on store revenue.
now has high vacancy rates. Higher vacancy rates make a location When the Group determines that the current store performance is
less attractive to the customer resulting in further reductions in unsatisfactory then an assessment is made as to whether the Group

Governance
footfall and potentially lower sales volumes in the future. wants to continue trading in that location and engages accordingly
Additionally, there could be a further shift of revenue from bricks with the landlord.
and mortar stores to e-commerce as consumer preferences continue If it is considered that the best solution is to exit the store completely
to change over time. then the landlord is approached with a view to a complete surrender
of the lease. If this is not possible then the Group would alternatively
seek to assign the lease or sub-let to another retailer.
Assigning the lease or finding a sub-tenant is not without risk
because if the incoming retailer fails then the liability to pay the
rent usually reverts to the head lessee. The Group monitors the
financial condition of the assignees closely for evidence that the
possibility of a store returning is more than remote. The Board
reviews the list of assigned leases regularly to assess the probable
risk of the store returning to the Group under privity of contract.
The Group continues to invest in store refurbishment, visual
merchandising, retail theatre, customer service and digital

Financial Statements
integration to enhance the consumers’ in-store retail experience.

IT SYSTEMS
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
IT Systems The Group manages this risk by combining the best available premise
The Group relies heavily on its IT systems and networks and those of its solutions with active cloud provisioning to form a robust architecture.
partners to service its customers throughout the year across all channels. The principal IT services are hosted in enterprise grade data centres with
Any long-term interruption in the availability of core enterprise systems high availability and reliability at the core of their design. In addition,
would have a significant impact on the retail businesses. there are robust backup and disaster recovery capabilities in place
which are tested periodically throughout the year.

Group Information
CYBER SECURITY
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Cyber Security The Group continues to invest in protecting our sites, systems, and
Cyber-crime is becoming more sophisticated with the risk increasing customer data from exposure to cyber-attacks. There has also been
across all markets. Any cyber-attack or breach of data may result in the a strong focus on increasing the level of cyber security education
short-term loss of revenue and diverted resources, while there is also and awareness across all Group staff, with a particular focus on the
the risk of a longer-term negative impact on customer confidence and increased risk when working remotely.
the Group’s reputation. The Group has developed strong processes to review and manage
The continued growth of the Group via acquisition leads to a more the security risks within our IT systems in order to quickly detect
complex network of IT systems. The Group recognises the importance and respond to any threats that occur.
of maintaining a robust set of cyber security policies, procedures and Regular independent assessments of the Group’s security posture are
technical controls across all business areas. undertaken to ensure that the correct people, processes and technology
are in place to mitigate against the ever-changing threat landscape.

JD Sports Fashion Plc Annual Report and Accounts 2022 31


PRINCIPAL RISKS CONTINUED

PERSONNEL
Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Key Management Personnel To help achieve this continued service, the Group has competitive
The success of the Group is dependent upon the continued service of reward packages for all staff.
its key management personnel and upon its ability to attract, motivate More specifically for the retail businesses, the Group also has a long
and retain suitably qualified employees. established and substantial training function which seeks to develop
training for all levels of retail employees and thereby increase morale
and improve staff retention. This ensures that knowledge of the
Group’s differentiated product offering is not lost, thereby
enhancing customer service.
The Nominations Committee is currently actively engaged in the
recruitment of a Group Chief Executive Officer and Independent
Non-Executive Chair. This process is being conducted with the
assistance of a market leading executive search company.
For further details please refer to the Nominations Committee
Report on page 106.

TREASURY AND FINANCIAL


Change in Risk Exposure 2021/22
before Mitigating Activities Link to Our Strategy
Risk and Impact Mitigating Activities
Economic Factors The Group seeks to manage this risk by offering a highly desirable and
As with other retailers and distributors into retail businesses, competitively priced product range, which is highly differentiated
the demand for the Group’s products is influenced by a number from that of the Group’s competitors.
of economic factors, notably interest rates, the availability of The Group operates a centralised treasury function which is responsible
consumer credit, employment levels and, ultimately, disposable for managing liquidity, interest rates and foreign currency risks.
income. These economic factors are impacted by events outside It operates under a Board approved Treasury Policy.
of the Group’s control, in particular the COVID-19 pandemic.
Our European supply chain strategy has reduced the exposure in
Foreign Exchange 2021/22 and will continue to reduce the Sterling/Euro exposure
As a result of the Group’s global footprint, we are increasingly exposed going forward as the European Distribution Centres increasingly
to foreign exchange risk and profits may be adversely affected by source the goods in Euros and create a natural hedge.
unforeseen fluctuations in foreign exchange rates.
Surplus Euros are also used to fund the international store
Branded product for the JD fascia throughout Europe is purchased developments across Europe thus alleviating the need for local
mainly by JD Sports Fashion Plc which is the main UK trading business. third-party financing.
This business then sells to the international businesses in their local
currencies. Given the current geographical location of the Group’s stores The resulting Euros that will continue to flow back to the UK are
this results in a significant Sterling/Euro exposure in the UK trading converted back to Sterling with hedging now put in place for
business for the Euros which are remitted back for stock purchases. approximately 75% of the anticipated surplus for the year to
28 January 2023. This leaves some Euros available should the
There is also exposure in relation to Sterling/US Dollar consequent to Group need to move quickly to take advantage of acquisitions
the sourcing of private label merchandise, where suppliers are located or other investment opportunities.
principally in the Far East or Indian sub-continent. Strengthening of the
US Dollar relative to Sterling makes product sourced in this currency The Group sets a buying rate for the purchase of private label goods
more expensive thus reducing profitability. in US Dollars at the start of the buying season (typically six to nine
months before the product actually starts to appear in the stores)
and then enters into a number of local currency/US Dollar contracts,
using a variety of instruments, whereby the minimum exchange rate
on the purchase of Dollars is guaranteed. Hedging has now been put
in place for approximately 75% of the anticipated requirement for
the year to 28 January 2023.

32 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Assessment of the Group’s Prospects channel. For the purposes of both Viability and
The Board regularly reviews the current financial Going Concern Reporting, the Directors have
position and performance and assesses the future prepared severe but plausible downside scenarios
prospects of the Group. As part of this assessment which cover the same period as the base case,
the Board reviews the Group’s income and including specific consideration of a range of
expenditure projections, cash flows and other impacts that could arise from geopolitical tensions
key financial ratios along with the potential and the actual and potential impact on supply
impact of, and challenges presented by, the chains, inflationary cost pressures and business
principal risks outlined on page 26 to 33. interruption impacting the availability of stock from
the Group’s key Sports Fashion suppliers, as well
The Group’s strategy along with the factors likely
as the ongoing impact of the COVID-19 pandemic.
to affect the development, performance and

Governance
These scenarios included a two month store closure
position of the businesses are detailed throughout
in Winter 2023/24 and a 20% reduction in sales.
the Strategic Report on pages 4 to 91.
As part of this analysis, mitigating actions within the
Viability Reporting Group’s control, should these severe but plausible
In accordance with the requirements of the UK scenarios occur, have also been considered.
Corporate Governance Code, the Board has
Viability Statement
assessed the viability of the Group for a period
All of the forecast scenarios indicate that there
of three years to 1 February 2025.
remains sufficient headroom for the Group to
A period of three years has been selected as the operate within the committed facilities and to
Board considered this to be an appropriate period comply with all relevant banking covenants during
to assess performance and the potential impact the forecast period. The Board therefore has a
of key risks in a fast-paced retail environment. reasonable expectation that the Group will be able to
The three year period also strikes a balance continue in operation and meet its liabilities as they

Financial Statements
between the time horizons across the different fall due over the three year period of the assessment.
aspects of the Group, such as short-term detailed
Going Concern
financial budgets and forecasts, medium-term
The financial statements are prepared on a going
financing considerations and retail space planning.
concern basis, which the Directors believe to be
Whilst all of the risks identified in our Principal appropriate for the following reasons:
Risks section could have an impact on the
At 29 January 2022, the Group had net cash
Group’s performance, the specific risks that have
balances of £1,185.9 million (2021: £795.4 million)
been focused on for the purposes of Viability
including loans of £128.1 million (2021: £169.0 million)
Reporting are those that pose the greatest risk
with available committed UK borrowing facilities
to the Group’s financial position, being a potential
of £700 million (2021: £700 million) of which £nil
reduction in sales volumes due to:
(2021: £nil) has been drawn down (see Note 20) and
1) A material and unexpected reduction in US facilities of approximately $300 million of which
demand due to future events such as a $nil was drawn down (2021: $nil). These facilities are

Group Information
pandemic or economic downturn; or subject to certain covenants (see Note 20). With a
2) Supply chain issues, a reduction in the UK facility of £700 million available up to 6 November
allocation of stock or business interruption 2026 and a US facility of approximately $300 million
impacting the availability of stock from one available up until 24 September 2026, the Directors
of our key Sports Fashion suppliers. believe that the Group is well placed to manage
its business risks successfully despite the current
The Board has evaluated the impact of these risks
uncertain economic outlook. The Group had net
actually occurring based on severe but plausible
cash balances of £946.1 million as at 30 May 2022.
scenarios, for example by reducing sales across
the impacted Sports Fashion retail fascias by 10% The Directors have prepared cash flow forecasts
in 2022/23 and a further 10% in 2023/24 and for the Group covering a period of at least 12 months
assuming any mitigating actions within the Group’s from the date of approval of the financial statements,
control (such as reductions in operating and which indicate that the Group will be able to operate
capital expenditure) were not taken. The evaluation within the level of its agreed facilities and covenant
included performing sensitivity analysis by flexing compliance. The Directors have considered all of
the reduction in sales further, for example to 20% the factors noted above, including the inherent
of sales across the impacted Sports Fashion retail uncertainty in forecasting the impact of the current
fascias in 2022/23 and 2023/24. geopolitical tensions and COVID-19 pandemic, and
are confident that the Group has adequate resources
Furthermore, the global COVID-19 pandemic has to continue to meet all liabilities as and when they fall
presented a series of unprecedented challenges due for a period of at least 12 months from the date
which have severely tested all aspects of our of approval of these financial statements.
business including our multichannel capabilities,
the robustness of our operational infrastructure
and the resilience of our colleagues. Whilst COVID-19
has inevitably constrained our short-term progress,
we firmly believe that we have a robust premium Neil Greenhalgh
branded multichannel proposition with our loyal Chief Financial Officer
consumers comfortable engaging with us in any 22 June 2022
JD Sports Fashion Plc Annual Report and Accounts 2022 33
B U S I N E S S & F I N A N C I A L R E V I E W

SPORTS FASHION
There was some pent-up demand when the stores
reopened in April 2021 with exceptional growth in
revenues in like-for-like stores through April and
May, of around 30% when measured on a two year
basis against 2019. Growth in revenues in like-for-
p r e m i u m s p o r t s
like stores relative to 2019 through the rest of the
f a s h i o n
year then normalised at around 10%.
UK & Republic of Ireland
There was robust consumer demand in our We continue to take opportunities to invest in
UK and Republic of Ireland market throughout our retail estate where it will further enhance our
the period. During the Spring closure period consumer proposition in key locations with a net
the business retained approximately 90% of increase of 13 stores in the period. This included a
the comparative combined store and online new flagship store at Westfield Stratford which is
revenues from 2019, being the last time we the most technologically advanced store in our
traded free from restrictions, through solely portfolio with a number of new consumer focused
digital channels. This represented an improvement innovations including self-service checkout kiosks.
on the initial period of store closures in Spring
The growth in revenues in stores has been
2020 when the sales retention relative to pre-
complemented by significant progression online.
COVID-19 levels through the initial period of
Since reopening, revenues through digital channels
store closures was approximately 70%. This is
have remained at elevated levels as compared to
a reflection of the enhanced flexibility that we
the period prior to the pandemic with sales in the
have built into our operational infrastructure
trading websites now representing approximately
since the start of the pandemic.
30% of total sales. Prior to the pandemic, sales
through digital channels represented approximately
22% of total sales and there is no reason to expect
that they will drop back to those historic levels.

Europe
The COVID-19 pandemic and the loss of tariff-
free, frictionless trade with the European Union
have combined to create a difficult operational
environment. The first half of the year was
particularly challenging, with all stores temporarily
closed for a number of weeks in France, Belgium,
Portugal, the Netherlands and Germany where
the stores did not fully reopen until June. Other
markets, including Spain and Italy, had a more
regionalised approach with some stores able to
remain open, albeit with restrictions on customer
capacity and trading hours. In those markets which
suffered full closures, the average retention of
sales, compared to pre-pandemic levels, solely
through digital channels in the closure period
was around 80% (2021: 60%).

The performance in stores after reopening was


mixed with some markets, including France and
Italy, having robust levels of footfall initially.
Combined with a higher level of conversion, this
resulted in a short period where revenues in the
like-for-like stores grew by around 20% compared
to pre-COVID levels. However, consumers in other
markets, particularly Germany and Portugal, were
initially a lot more cautious about returning to
stores and whilst conversion was significantly
higher, revenues in stores in these countries
remained below pre-pandemic levels.

* Throughout the Annual Report ‘*’ indicates the first instance


of a term defined and explained in the Alternative Performance
Measures section on page 42.

34 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Most markets remained open throughout the Elsewhere, the Group opened two additional
second half although there were further short new stores in Thailand and also opened its first
closure periods in both the Netherlands and store in New Zealand at Sylvia Park in Auckland.
Austria. Footfall normalised at around 80% of Subsequent to the year end, working with its joint
pre-pandemic levels although Germany was venture partner, PT Erajaya Swasembada Tb, the
slightly lower, typically averaging around 70%. Group opened its first two stores in Indonesia which
However, there was significantly higher conversion is JD’s sixth market in the Asia Pacific region.
in all markets and so, across Europe overall, the
North America
revenues in the like-for-like stores in the second
The stores in the United States have largely traded
half were around 10% ahead of 2019.
free from any restrictions in the year with all of our
Restrictions on construction in a number of businesses benefitting significantly in the first half

Governance
markets constrained store developments at of the year, in particular from a temporary boost
times although we did ultimately open a net to trading which arose as a direct result of the
32 stores across the year. A further four stores second round of stimulus introduced by the
were relocated to better space including a Federal Government. The positive impact was
bigger store at the premium Maquinista Mall most felt in the period from mid-March to mid-
in Barcelona. The openings in the year included July with revenues in the like-for-like stores in
the first JD stores in Eastern Europe with a first this period growing by more than 40% compared
store in both Poland and Romania. to pre-COVID levels. As with the first round of
stimulus in the prior year, this economic support
We believe that the operational challenges which
was given directly to individuals, focusing on lower
we have faced in Europe over the last two years
earning members of the population.
in particular are very much temporary in nature
and we retain our belief in the long-term We are encouraged that even after this period

Financial Statements
opportunity across the continent. Accordingly, of exceptional demand there was positive trading
we remain committed to expanding our physical through the second half of the year although
retail presence in Europe at pace with a headline activity slowed after the peak Holiday season as
target of opening one store per week on average. our businesses, which have a higher participation
Subsequent to the year end, JD opened its first of Nike and Jordan branded footwear in the overall
store in Hungary which means that JD now has mix, began to see the anticipated shortfall in the
a presence in 14 markets across Europe supply of certain key footwear styles. Supply
of these styles will remain limited through the
The JD team in Europe are also managing the joint
first half of this financial year but our expectation
venture in Israel with two stores now trading and
is still that the overall supply position should
further openings anticipated later in the year.
progressively improve through the year.
Online now represents approximately 20% of
This strong demand through the year has also
total sales for JD across Europe which represents
resulted in sector-wide lower inventory levels
a small increase from the 18% participation prior

Group Information
and, consequently, there was significantly less
to the pandemic. The Group is currently actively
promotional activity than previous years with
engaged in a number of projects which will
a notable increase in gross margins.
improve its service proposition for online orders
in Europe in the short term ahead of fulfilment The Group now has a significant presence in
from the Group’s 620,000 sqft facility in Heerlen, North America with more than 930 stand-alone
South East Netherlands commencing in the first stores (excluding the Macy’s concessions) across
half of 2024. the United States and Canada. It is our current
intention to maintain JD/Finish Line, Shoe Palace
Asia Pacific
and DTLR as separate fascias as there is little
COVID-19 related trading restrictions have had
crossover in locations and they all have their
a significant impact in all of our markets in the
own unique DNA which comes from their retail
Asia Pacific region at some stage of the period
style and having a rich connection with the local
with lengthy periods of store closures in Australia
consumer base in the individual neighbourhoods
and Malaysia in particular. All stores traded
where they operate. However, we believe that
through the final quarter of the year, although
there are opportunities to enhance both our
footfall was below pre-pandemic levels in all
collective operational effectiveness and the
markets. Australia was the market where footfall
consumer experience in the United States by
was closest to normal levels and, combined, with
operating collaboratively in certain areas, such
strong conversion resulted in an encouraging
as Logistics and IT with a number of projects
growth in revenues in like-for-like stores in the
ongoing that are connected with this objective.
final quarter relative to 2019 of approximately
20%. Notwithstanding the short-term challenges
that we experienced in the year, we regard
Australia as a very important market with 40
stores trading at the end of the year (2021: 30).

JD Sports Fashion Plc Annual Report and Accounts 2022 35


BUSINESS & FINANCIAL REVIEW CONTINUED

Elsewhere, the businesses also continue to – JD/Size (Canada): During the year, the Group,
make significant progress on their individual through its local management in the country,
development opportunities: opened its first Group fascia stores in Canada
with a first JD store in both Toronto and
– JD/Finish Line (US): There were 87 stores
Vancouver and a Size? store, also in Toronto.
trading as JD at the end of the period with 12
These stores complement the existing four
new stores complementing the conversion of
premium Livestock stores in the country.
a further 26 former Finish Line stores. We are
The momentum on new store openings has
encouraged by the sales uplift that we have
continued into this year with the first JD store
seen to date in these converted stores which
also now open in Edmonton.
is a fair reflection of consumers positive reaction
to JD’s development in the United States and
we will look to maintain this momentum with
at least 50 new locations for JD, either as new
stores or conversions of existing Finish Line
stores, planned for the current financial year.
Further, we recognise the role that the flagship
store in Times Square has had in enhancing both
OTHER FASCIAS
JD’s profile and reputation with consumers and UK & Republic of Ireland
brand partners and it is our expectation that As with the JD fascia, there was a high level of
we will open our second JD flagship store in sales retention in the period in the premium fashion
the United States in Chicago later this year. businesses whilst the stores were temporarily closed.
We also remain confident in the potential for Measured against 2019, around 85% of sales were
JD to build a meaningful apparel business in retained in this period through digital channels,
the United States with the run-rate on apparel which was approximately 20% higher than the first
participation through the second half of the closure period in Spring 2020.
year at 17% (H2 2021: 14%).
Since reopening, the trends have been broadly
– Shoe Palace (US): Shoe Palace has the support
similar to those in JD with significant initial pent-up
of the international brands to open additional
demand helping to contribute to total revenue
stores focusing on the Spanish speaking
growth in stores through April and May of more
communities on the West Coast and in the
than 15% compared to 2019. Similar to JD, footfall
Southern states. During the year, one new
has slowed subsequently although continued
store was open in its heartland state of California
higher conversion has helped ensure that the
with two smaller stores closing. Shoe Palace
Tessuti and Scotts stores have continued to trade
continues to grow its apparel business which
positively overall through the rest of the year.
now represents more than 10% of total revenues
(pre-acquisition: 6%). The business also We believe that these businesses are an important
continues to make significant investments in part of our Group, further elevating our overall
its operational infrastructure to ensure that it proposition and we will continue to invest in our
has the right platform from which to develop in store estate to enhance the experience for both
the future with the fitting out of a new 511,000 consumers and our brand partners. In this regard,
sqft warehouse in Morgan Hill, California, which the Group are currently fitting out a new 20,000
has photovoltaic power generation capabilities, sqft flagship Tessuti store in Liverpool with this
now substantially complete. We believe that store scheduled to open later in the summer.
these investments will assist in the longer-term
Digital development is also a critical component
development of the online business which
for these premium fashion businesses with total
currently only represents 4% of total revenues.
revenues in the highly regarded Mainline Menswear
– DTLR (US): DTLR also has the support of the
business growing by more than 75% compared
international brands to open additional stores
to pre-pandemic levels. This complements the
in future years focusing on its core markets
performance in the Tessuti and Scotts multichannel
in the neighbourhood districts of the major
businesses where the growth in store revenues has
cities in the North and East of the United States.
been accompanied by significant progression online
Five stores were opened after completion of
with sales in the trading websites now representing
the acquisition with eight smaller stores closed.
approximately 45% of total sales compared to
DTLR has a higher mix of apparel in its revenues
approximately 30% pre-pandemic.
than our pre-existing Finish Line and Shoe
Palace businesses in the United States, in the
current year representing more than 30% of
total sales (pre-acquisition: 25%). As with
Shoe Palace, we believe that there is also an
opportunity to develop a more meaningful
online business in DTLR with online sales
currently representing only 3% of total revenues.

36 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
GYMS
Europe
Whilst there were some regionalised restrictions
with regards to trading hours or customer capacity
in the early weeks of the year, the Sprinter stores in
Spain largely remained open throughout the period. The lockdowns over the last two years have
The business delivered a robust performance with brought into sharper focus the physical and
like-for-like revenues increasing by approximately mental health benefits of regular exercise.
20% relative to pre-pandemic levels, reflecting a We are confident that our market-leading,
strong performance in key active sports categories premium low-cost gyms proposition provides an
with COVID-19 proving to be a catalyst for many environment and motivating atmosphere in which
consumers to increase their participation in sports all participants can achieve their fitness goals.

Governance
and fitness. Our business’s expertise in these
After opening a further six gyms in the period, the
categories has been enhanced through the
Group had 74 sites in the UK at the end of the year
acquisitions of Deporvillage and Bodytone.
with 63 sites trading as JD, including 28 which
The Sport Zone stores in Portugal were closed formerly operated under the Xercise4less (‘X4L’)
throughout the first quarter and reopened in May. banner. A further 11 sites were still bannered as X4L
Once the stores were able to reopen, there was a at the period end. It is our expectation that the
robust performance through the rest of the year majority of these sites will be converted to JD and
with like-for-like revenues in Portugal also increasing retained longer-term. The conversions from X4L,
by approximately 20% relative to pre-pandemic levels. which see significant investment in the fabric of
the gym and the installation of new equipment,
The management team in Iberia has also now
have received a very positive reaction with average
taken over the operational responsibility for
membership numbers across the 28 converted
the Aktiesport and Perry Sport fascias in the
sites to date increasing by more than 20%.

Financial Statements
Netherlands. A trial has now commenced in the
Netherlands with the conversion of a former Perry Consequent to the acquisition of GymNation
Sport in Rotterdam to the Sprinter fascia with an in December 2021, the Group also now has an
enhanced focus on key active sports categories initial presence in the Middle East with seven
such as running and cycling. The initial results of gyms in the United Arab Emirates. Working
this trial have been encouraging and it is our with local management, we are targeting to
intention to extend this trial into other stores open approximately four additional gyms in
in this financial year. the new financial year.
Elsewhere, the conversion of the Chausport
stores to JD in France is ongoing with one store
converted by 29 January 2022 and a further
17 stores converted to date in the first four
months of this financial year.

Group Information
North America
Macy’s has now notified us of its intention to
extend the contract by five years to January 2028.
It is our intention to retain the Finish Line name
in these concession stores with a product offer
which is more focused on families. The revised
terms pertaining to the extension allow us to close
a number of concessions over the term, although
the improved performance of these concessions
and, consequently, our enhanced confidence in
this part of the business is reflected by the fact
that only one concession was actually closed
in the year.

JD Sports Fashion Plc Annual Report and Accounts 2022 37


BUSINESS & FINANCIAL REVIEW CONTINUED

FINANCIAL
PERFORMANCE
s p o r t s f a s h i o n
The fundamental strength of our businesses is
reflected in the fact that, despite the challenges
of further temporary store closures in many
markets, we are able to report a record result
in Sports Fashion for the year with a profit
before tax and exceptional items* of
£928.3 million (2021: £433.5 million).

This result was heavily influenced by very positive


performances from the retail fascias in both the
UK and Republic of Ireland and North America.
The UK and Republic of Ireland was the most
profitable territory with a record profit before tax

OUTDOOR
and exceptional items across the combined retail
fascias of £471.2 million (2021: £262.7 million).
The retail fascias in North America, which benefitted
very significantly from the strong demand in the
Our Outdoor businesses had a much improved United States from the Federal fiscal stimulus, also
year with an elevated demand for holidays in the delivered a record result with a combined profit
UK and a general recognition of the physical and before tax and exceptional items of £343.0 million
mental health benefits of spending time outdoors (2021: £171.9 million).
combining to drive a strong demand for outdoor
Overall gross margins increased within Sports
living and cycling categories in particular.
Fashion by 1.1% to 49.5% (2021: 48.4%). This is
Whilst we are encouraged by our performance in
largely due to a stronger margin in the United
the year, we recognise that international holidays
States with the strong demand resulting in lower
are once again more widely available as the UK
levels of promotional activity in the overall market
emerges out of the COVID-19 pandemic. However,
compared to previous years.
we are confident that people will look to maintain
a more active lifestyle and that the welcoming After recognising exceptional items in the period
and engaging atmosphere in all of our stores will of £292.5 million (2021: £76.9 million) principally
continue to inspire people to spend time outdoors. relating to a net increase in the fair value of the
Further, we recognise that our businesses did not liabilities in respect of the Group’s various future
achieve their full potential in the year, with supply put options combined with costs associated with
chain delays negatively impacting the performance a restructuring of the Chausport business in
of certain seasonal categories combined with France, the profit before tax in Sports Fashion
insufficient global production capacity to meet was £635.8 million (2021: £356.6 million).
current strong demand for bikes and cycling
related accessories. o u t d o o r
The positive progress in the Outdoor businesses
We continue to invest in all of our fascias with one
is reflected in the fact that, even though the majority
new Go Outdoors store in Bangor in the year and
of stores were closed through the first quarter, there
the relocation of the stores in Stoke and Colchester.
were record revenues in Outdoor in the year with
Furthermore, we are enhancing the consumer
total sales of £513.4 million (2021: £359.3 million).
experience by having dedicated concessions
Further, our businesses are also now benefitting
delivering expertise in key categories such as
from the previous work to enhance the operational
fishing, equestrian and cycling. To date, we
integration of the businesses through common
have opened 30 Fishing Republic concessions
merchandising systems and shared commercial
and four Naylors equestrian concessions. More
resources with overall gross margins increasing
recently, we also opened our first two Wheelbase
by 1.7% to 43.9% (2021: 42.2%).
cycling concessions. The Go Outdoors stores in
Coventry and Stockton, which have been refurbished The combination of revenue and margin
in the new premium style, contain all three of these progression meant that Outdoor returned to
concessions. Elsewhere, our commitment to cycling profitability in the period delivering a profit before
in Scotland is reflected in the fact that we have exceptional items of £25.9 million (2021: loss of
relocated our specialist Alpine Bikes store in £6.1 million). There were no exceptional items in
Edinburgh with a new store in Aberdeen also the period (2021: charge of £20.4 million) which
scheduled to open later in the year. means that the profit before tax in Outdoor was
also £25.9 million (2021: loss of £26.5 million).

38 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
r e v e n u e & (2021: 46.7%) with strong demand consequent
g r o s s m a r g i n to the Federal fiscal stimulus driving lower levels
Whilst there were further periods of temporary of promotional activity in the overall market
store closures in many markets, the financial impact compared to previous years.
of COVID-19 was less severe than the prior year with
stores in some markets, including the United States, p r o f i t b e f o r e ta x
largely trading free from restrictions throughout There was a record result for the year with profit
the year. Ultimately, total revenue for the Group for before tax and exceptional items increasing to
the year increased by 38.8% to £8,563.0 million £947.2 million (2021: £421.3 million). The recent
(2021: £6,167.3 million) with this increase significantly acquisitions in North America made a significant
influenced by the impact of the recent acquisitions: contribution to this result:

Governance
– Shoe Palace (completed 14 December 2020): – Shoe Palace (completed 14 December 2020): Profit
Revenues of £389.8 million for the full before tax and exceptional items of £57.3 million for
year (2021: £56.1 million for the six week period the full year (2021: £13.9 million for the six week
post-acquisition). period post-acquisition).
– DTLR (completed 17 March 2021): Revenues of – DTLR (completed 17 March 2021): Profit before
£382.8 million for the 46 weeks post-acquisition. tax and exceptional items of £50.6 million for
– MIG (completed 30 April 2021): Revenues of the 46 weeks post-acquisition.
£175.0 million for the 39 weeks post-acquisition.
Elsewhere in North America, Finish Line (including
– Deporvillage (completed 3 August 2021):
the Macy’s concessions) increased its profit before
Revenues of £67.8 million for the 26 weeks
tax and exceptional items for the year by more than
post-acquisition.
51% to £236.0 million (2021: £156.6 million). Further,
– Cosmos (completed 21 October 2021): Revenues
the premium sports JD business in the UK and
of £26.0 million for the 14 weeks post-acquisition.

Financial Statements
Republic of Ireland delivered a record result for the
Elsewhere, the impact of the fiscal stimulus in the year with a profit before tax and exceptional items
United States is reflected in the fact that revenues of £437.3 million (2021: £249.6 million).
in the Group’s pre-existing Finish Line business
Total operating costs in the year before exceptional
increased by £99.9 million to £1,804.2 million
items of £292.5 million (2021: £97.3 million) were
(2021: £1,704.3 million). There was also a very
£3,221.5 million which represented 37.6% of net
robust performance from the JD business in
revenues (2021: £2,507.6 million being 40.7% of
the UK and Republic of Ireland where revenues
net revenues).
increased by £508.0 million to £2,318.1 million (2021:
£1,810.1 million). Given the temporary closure periods There were exceptional items in the period of
in both this year and the prior year, it would not be £292.5 million (2021: £97.3 million) principally from
meaningful to present sales on a like-for-like basis. the movement in the fair value of the liabilities in
respect of future put options:
Total gross margin for the year increased

Group Information
strongly to 49.1% (2021: 48.0%) largely due Group profit before tax ultimately increased to
to a stronger margin in the United States where £654.7 million (2021: £324.0 million).
gross margins increased significantly to 49.8%

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Movement in fair value of put options(1) 292.7 20.7


Insurance settlement for DTLR(2) (16.6) –
Restructuring of Spodis SA (3)
16.4 –
Impairment of goodwill and fascia names(4) – 56.2
Restructuring of Go Outdoors(5) – 20.4
Administrative expenses – exceptional 292.5 97.3
(1) Movement in the fair value of the liabilities in respect of the put options as re-measured at each reporting date (see Note 22)
(Genesis Topco Inc: charge of £258.7 million, Iberian Sports Retail Group: charge of £31.6 million, Marketing Investment Group S.A:
charge of £1.7 million, Other: charge of £0.7 million). The increase in the fair value of the put options attributable to Genesis Topco
Inc. includes £71.0 million consequent to the transfer of DTLR into the Genesis sub-group. The movement in the fair value of the put
option liabilities is presented as exceptional as it is a significant item that is outside of the normal course of business.
(2) Insurance settlement proceeds related to a pre-acquisition claim for business interruption by DTLR Villa LLC. As the claim was
a contingent asset at the date of acquisition, this was not recognised in the assets acquired in the fair value table in Note 11.
These insurance proceeds are presented as exceptional as they are unusual in nature and are outside of the normal course of business.
(3) The impact consequent to the restructuring of Spodis SA in the period including a charge of £5.5 million in relation to the
impairment of tangible assets and business restructuring costs of £10.9 million. This item is presented as exceptional as it related
to a non-recurring restructuring project.
(4) The impairment in the prior period primarily relates to the impairment of goodwill and fascia name arising in prior years on the
acquisition of Footasylum (£55.6 million). The impairment is presented as exceptional as it is a significant item that is outside of
the normal course of business.
(5) The net impact consequent to the restructuring of Go Outdoors in the prior period including a charge of £33.3 million in relation to
the impairment of intangible assets, a charge of £4.9 million in relation to the impairment of leasehold improvements and a credit
of £17.8 million in relation to the extinguishment of lease commitments. This item is presented as exceptional as it related to a
non-recurring restructuring project.

JD Sports Fashion Plc Annual Report and Accounts 2022 39


BUSINESS & FINANCIAL REVIEW CONTINUED

b a l a n c e s h e e t f o r e i g n e x c h a n g e
The net cash balance at the end of the period The Group has two principal foreign
was £1,185.9 million (2021: £795.4 million). This exchange exposures:
net cash position reflects both the very strong
1. The sourcing of private label merchandise
cash generation in the United States and the
from either the Far East or Indian sub-
UK consequent to the strong trading in these
continent which usually has to be paid for
countries through the first half and the net
in US Dollars. A buying rate is set at the start
proceeds, after costs, of £455.9 million from
of the buying season (typically six to nine
the placing of 58,393,989 new ordinary shares
months before product is delivered to stores).
on 3 February 2021. These shares were issued
At this point, the Group aims to protect the
prior to the 5:1 split of the ordinary shares on
anticipated US Dollar requirement at rates at,
30 November 2021. The Group continues to use
or above, the buying rate through appropriate
its very strong cash resources to fund its development
foreign exchange instruments. The Group’s
opportunities with cash consideration paid on
forecast requirement for US Dollars in the
completed acquisitions in the year (net of cash
period to January 2023 is now $320 million.
acquired) of £616.5 million (2021: £206.3 million).
Cover is in place for $243.5 million meaning
Net inventories at the end of the period were that the Group is currently exposed on
£989.4 million (2021: £813.7 million) which includes exchange rate movements for $76.5 million
£206.9 million of inventories in businesses which of the current year’s estimated requirement.
have been acquired since 30 January 2021.
2. The Group is also exposed to the movement
Period end inventories in the combined Finish
in the rate of the Euro from the sale of its UK
Line and JD business in the United States of
sourced stocks to its subsidiaries in Europe.
$149.1 million were approximately 11% lower than
Our European supply chain strategy has
the previous year (2021: $167.7 million) reflecting
reduced the exposure in 2021/22 and will
both the strong demand in the period and the
continue to reduce the Sterling/Euro exposure
gradual tightening of supply consequent
going forward as the European Distribution
to the well-publicised production issues that
Centres increasingly source the goods in
some brands experienced at their factories
Euros and create a natural hedge. Surplus
in Asia in the second half of the year.
Euros are also used to fund the international
Gross capital expenditure* (excluding store developments across Europe thus
disposal costs) increased to £247.9 million alleviating the need for local third-party
(2021: £128.2 million) with fewer restrictions financing. The anticipated surplus over and
on construction activity, including the fitting above the planned investment levels in the
out of stores. The primary focus of our capital period to January 2023, pre any potential
expenditure remains our physical retail fascias acquisition activity to be funded in Euros,
with a spend in the period of £124.0 million is €400 million. Hedging contracts are in
(2021: £73.5 million) which includes £48.7 million place to sell €331.0 million meaning that
(2021: £21.0 million) across our combined retail the Group is currently exposed on exchange
fascias in North America. Given the increased rate movements for €69.0 million of the
global footprint of the Group and the relaxation current year’s estimated surplus.
of COVID-19 related operating restrictions in
many countries, the Group expects to significantly
increase its investment in physical retail in the
new financial year. In addition, there will also
be significant spend on the new warehouses
at Derby and Heerlen and so, consequently,
we would currently anticipate that the capital
expenditure for the year to 28 January 2023 will
be in the range of £325 million to £375 million.

Intangible assets increased by £653.9 million to


£1,473.6 million (2021: £819.7 million) consequent
to the recognition of intangible assets arising from
the acquisitions made in the year (see Note 11).

40 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
t a x a t i o n d i v i d e n d s
The Group takes a responsible approach a n d e a r n i n g s
to the management of taxes and aims to p e r s h a r e
work transparently and collaboratively with The Board is cognisant that the Group has delivered
all stakeholders. an excellent result for the year and that the Group’s
international operations, particularly those in the
The Group is committed to paying the right
United States, have made a very significant
amount of tax, in the right place, at the right
contribution to this profitability. Further, the Board
time. It recognises the importance of respecting
recognise that most countries where the Group
the spirit and letter of the law including allocating
operates have eased their trading restrictions and
value by reference to where it is created, managing
have also begun to reopen their borders to allow
it within the normal course of commercial activity and

Governance
international tourism to recommence. After careful
paying the associated tax.
consideration, the Board has decided that it is
When structuring commercial activities, consideration appropriate to pay a dividend and that, whilst the
is given, along with other factors, to the prevailing payment should be modest with funding retained
tax laws in the relevant jurisdiction. for our ongoing development opportunities, it
should reflect the performance over the full year.
Intra-group transactions are conducted on an arm’s
Accordingly, the Board proposes paying a final
length basis and comply with the obligations of the
dividend of 0.35p (2021: 0.29p restated) per
transfer pricing rules in the jurisdictions where it
ordinary share. Subject to shareholder approval at
operates and under global transfer pricing principles.
our AGM, the proposed final dividend will be paid
Where there is uncertainty or complexity on 5 August 2022 to all shareholders on the register
in relation to how the tax legislation is to be at 8 July 2022.
applied, advice will be sought from external
The basic earnings per ordinary share increased

Financial Statements
advisors and discussed with the relevant tax
by 55.5% to 7.17p (2021: 4.61p restated).
authority, where appropriate.

The tax the Group pays reflects the underlying


commercial transactions across its global business.

The UK mainstream corporation tax rate for the


financial year was 19%, however the effective rate
Neil Greenhalgh
of tax on profit from continuing operations for the
Chief Financial Officer
Group is 29.8% which is higher than the previous
period (2021: 29.1%). The increase above the UK 22 June 2022
mainstream rate is mainly due to a further non-
deductible put option charge in the current year
of 8.5% (2021: 1.2%) and the proportion of Group
profits that have arisen in jurisdictions that have a

Group Information
higher rate of corporation tax than that of the UK,
in particular the US.

Excluding both exceptional items (being the put


options) and prior year adjustments, the adjusted
effective tax rate* from continuing activities in the
financial year has decreased from 28.2% to 23.1%.
This adjusted effective rate continues to be above
the UK mainstream rate primarily due to the impact
of higher overseas corporation tax rates (4.4%).

The increase in the UK mainstream corporation


tax rate to 25% in April 2023 is expected to have
a c.3% impact of the Group’s effective tax rate.
Due to the current status of the ‘Build Back Better
Act’, the US Federal rate of tax is expected to remain
at 21% and therefore will have no further impact
on the Group’s effective rate in the short term.

JD Sports Fashion Plc Annual Report and Accounts 2022 41


ALTERNATIVE PERFORMANCE MEASURES
(terms listed in alphabetical order)

The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised
by International Accounting Standards (‘IAS’) in conformity with the requirements of the Companies Act 2006 and in accordance
with UK-adopted International Accounting Standards. These alternative performance measures may not be directly comparable
with other companies’ alternative performance measures and the Directors do not intend these to be a substitute for, or superior
to, IFRS measures. The Directors believe that these alternative performance measures assist in providing additional useful
information on the trading performance of the Group.

Alternative performance measures are also used to enhance the comparability of information between reporting periods, by
adjusting for exceptional items. Exceptional items are disclosed separately when they are considered unusual in nature and
not reflective of the trading performance and profitability of the Group. The separate reporting of exceptional items, which
are presented as exceptional within the relevant category in the Consolidated Income Statement, helps provide an indication
of the Group’s trading performance. An explanation as to why items have been classified as exceptional is given in Note 4.

a d j u s t e d e a r n i n g s p e r o r d i n a r y s h a r e
b e f o r e e x c e p t i o n a l s
The calculation of basic earnings per share is detailed in Note 10. Adjusted basic earnings per ordinary share has been based on
the profit for the period attributable to equity holders of the parent for each financial period but excluding the post-tax effect
of certain exceptional items. A reconciliation between basic earnings per share and adjusted earnings per share is shown below:

2021
2022 (restated)

Basic earnings per share 7.17p 4.61p


Exceptional items 5.66p 2.00p
Tax relating to exceptional items 0.01p (0.17p)
Adjusted earnings per ordinary share 12.84p 6.44p

a d j u s t e d e f f e c t i v e r a t e o f t a x a t i o n
As a UK-based Group with subsidiaries in 32 territories worldwide as at 29 January 2022, we have presented a reconciliation
between the UK main rate of corporation tax and the effective rate (excluding exceptional items and prior year adjustments).
This is to provide further clarity for the users as the information is not easily identifiable from the financial statements:

2022 2021
% %

UK main rate of corporation tax 19.0 19.0


Depreciation and impairment of non-qualifying non-current assets 0.5 1.1
Effect of tax rates in foreign jurisdictions 1.6 2.0
Expenses not deductible and income not taxable 0.6 1.7
Recognition of previously unrecognised tax losses/movement in deferred tax assets (0.9) 1.8
Other 2.3 2.6
Adjusted effective rate of taxation 23.1 28.2

g r o s s c a p i t a l e x p e n d i t u r e
Gross capital expenditure is used to provide a total of all spend of a capital nature in the financial year.
2022 2021
£m £m

Investment in software (Note 12) 14.9 19.1


Acquisition of property, plant and equipment (Note 13) 227.3 105.2
Acquisition of non-current other assets (Note 16) 5.7 3.9
Total gross capital expenditure 247.9 128.2

l f l ( l i k e - f o r - l i k e ) s a l e s
The percentage change in the year-on-year sales, removing the impact of new store openings and closures in the current
or previous financial year. This metric enables the performance of the retail stores to be measured on a consistent year-on-year
basis and is a common term used in the retail industry.

42 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
n e t c a s h / ( d e b t )
Net cash/(debt) consists of cash and cash equivalents together with interest-bearing loans and borrowings. This measure
is a good indication of the strength of the Group’s Balance Sheet position and is widely used by credit rating agencies.
A reconciliation of net cash / (debt) is provided in Note 30.

o p e r at i n g p r o f i t b e f o r e e x c e p t i o n a l i t e m s
A reconciliation between operating profit and exceptional items can be found in the Consolidated Income Statement.

Governance
p r o f i t b e f o r e t a x a n d e x c e p t i o n a l i t e m s
Profit before tax and exceptional items is used as a measure of in-year performance associated with bonus financial metrics.
Further details are provided in the Directors’ Remuneration Report on pages 114 to 130. A reconciliation between profit before
tax and profit before tax and exceptional items is as follows:

2022 2021
£m £m

Profit before tax 654.7 324.0


Exceptional items 292.5 97.3
Profit before tax and exceptional items 947.2 421.3

Financial Statements
p r o f o r m a i a s 1 7
Pre-IFRS 16 profit is consistent with the financial information used to inform business decisions and investment appraisals.
Certain management incentives are also linked to the results on this basis (see Directors Remuneration Report on page 122.
A reconciliation from the IFRS 16 headline profit before tax and exceptional items to the proforma IAS 17 headline profit
before tax and exceptional items is as follows:

2022 2021
£m £m

Profit before tax and exceptional items (IFRS 16) 947.2 421.3
Add back:
Depreciation and impairment of the right-of-use asset under IFRS 16 (Note 14) 361.3 324.8
Lease interest expense (Note 14) 59.5 54.9

Group Information
Deduct:
Lease costs expensed to the income statement under IAS 17 (410.1) (340.9)
Headline profit before tax and exceptional items (Proforma IAS 17) 957.9 460.1

s e g m e n t a l p r o f i t b e f o r e t a x
a n d e x c e p t i o n a l i t e m s
A reconciliation between profit before tax and profit before tax and exceptional items for each segment is as follows:

2022 2021
Sports Fashion £m £m

Profit before tax 635.8 356.6


Exceptional items 292.5 76.9
Profit before tax and exceptional items – Sports Fashion 928.3 433.5

2022 2021
Outdoor £m £m

Profit/(loss) before tax 25.9 (26.5)


Exceptional items – 20.4
Profit/(loss) before tax and exceptional items – Outdoor 25.9 (6.1)

JD Sports Fashion Plc Annual Report and Accounts 2022 43


P R O P E R T Y A N D S T O R E S R E V I E W

OVERVIEW SPORTS FASHION


JD UK and ROI
OUTDOOR
Blacks
Stores: 000 Sq Ft: Stores: 000 Sq Ft:
The retail landscape has seen significant changes
in recent years with a high volume of retail units
414 +14 1,773 +104 55 -2 198 -6

becoming vacant consequent to a number of JD Europe Millets


insolvencies. Additionally, there could be a further Stores: 000 Sq Ft: Stores: 000 Sq Ft:
shift of revenue from bricks and mortar stores to 369 +34 1,117 +170 93 – 195 –
e-commerce as consumer preferences change over time. JD Asia Pacific Ultimate Outdoors
The COVID-19 pandemic may have accelerated this shift Stores: 000 Sq Ft: Stores: 000 Sq Ft:
in consumer preferences. Whilst the stores have been 79 +10 316 +25 3 -2 33 -80
closed during periods of lockdown, consumers have readily JD US Tiso
switched to online channels reflecting the benefits of the
Stores: 000 Sq Ft: Stores: 000 Sq Ft:
agile omnichannel approach that the Group has developed
87 +38 354 +150 13 – 100 +7
over a number of years. Whilst it is inevitable that some
consumers have permanently changed their behaviour and JD Canada Go Outdoors
shopping preferences as a result of COVID-19, we do not Stores: 000 Sq Ft: Stores: 000 Sq Ft:
believe that bricks and mortar stores have lost their relevance 2 +2 7 +7 65 -1 1,812 -68
to the majority of customers who like the flexibility that Size? Go Fishing
comes from operating stores in tandem with a strong online Stores: 000 Sq Ft: Stores: 000 Sq Ft:
offer. Stores give a platform to showcase product, allow
31 -2 46 -2 3 – 23 8
consumers to physically see and try the product immediately,
and provide the operational flexibility and agility to offer an Naylors
Sub total – JD and Size?
enhanced speed of service for online orders. It should also Stores: 000 Sq Ft:
Stores: 000 Sq Ft:
be recognised that stores provide people with an opportunity 3 – 25 –
to interact socially with friends and families in a way that
has not been possible for large parts of the last two years. 982
+96
3,613
+454
Leisure Lakes
Stores: 000 Sq Ft:
We will continue to invest in property with a focus on the 10 +10 45 +45
international expansion of the JD fascia. We are confident Other UK Wheelbase
that the powerful combination of increasing international Stores: 000 Sq Ft:
Stores: 000 Sq Ft:
reach, consistency of premium proposition across our 3 14
151 -3 503 -1 +3 +14
territories and strengths in consumer connection remain
Other Europe (i) Total – Outdoors
attractive to the major international landlords and
property agents. Stores: 000 Sq Ft: Stores: 000 Sq Ft:
889 +458
Finish Line (own)
Stores:
3,648

000 Sq Ft:
+787
248
+8
2,445
-80
427 -37 1,394 -170
k e y h i g h l i g h t s
Finish Line (Macy’s)
d u r i n g t h e
f i n a n c i a l y e a r : Stores: 000 Sq Ft:
289 -1 273 -8
– Number of stores increased to 3,402 at the financial Livestock
year end (2021: 2,636 stores) across 32 territories
Stores: 000 Sq Ft:
(2021: 20 territories).
4 – 8 –
Shoe Palace (ii)
– Increased presence in the US, the largest sportswear Stores: 000 Sq Ft:
market in the world, through both the continued 166 -1 489 -2
development of the JD fascia and via the acquisition DTLR Villa
of DTLR, which enhances the Group’s exposure to
Stores: 000 Sq Ft:
key consumer demographics in the highly important
East Coast market in the United States.
244 +244 904 +904
Other Asia Pacific
Stores: 000 Sq Ft: (i) Chausport (France), Sprinter
– JD expansion into four new territories (Canada, Poland, 2 +2 1 +1
(Spain & the Canary Islands),
Sport Zone (Portugal),
Romania and New Zealand).
Total – Sports Fashion Perry Sport/Aktiesport
(the Netherlands), MIG
Stores: 000 Sq Ft: (Central & Eastern Europe) and

3,154 10,833
Cosmos (Greece & Cyprus).
– Commenced a major programme to enhance the (ii) Includes four stores trading
logistics network across the UK and Western Europe. as Nice Kicks.
(iii) The +/- figures show
+758 +1,965 the movement in the financial
year ended 29 January 2022.

44 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
SPORTS FASHION
International expansion – new territories
Our recent acquisitions and joint venture
partnerships have provided the platform to
develop the JD fascia and expand into four
new territories during the financial year with
our first stores opening in Canada, Poland,
Romania and New Zealand. We will continue
to leverage the expertise and experience of the
existing management teams and infrastructure
to facilitate the future global expansion of JD.

In 2022/23, we plan to open additional stores


40

Governance
in these four territories and expand further into
new JD stores
new territories in Central and Eastern Europe.
opened across
We are also working with our joint venture existing territories
partners further afield, with the first JD store in in Western Europe
Jakarta, Indonesia opening in the first few weeks
of 2022/23. This was followed more recently by
j d the opening of the first stores in Israel at Ben

12
JD is a world-class retail fascia with an elevated Gurion Airport and Rishon LeZion.
multichannel proposition. A unique and constantly
evolving sports and fashion premium brand offer is o t h e r s p o r t s new JD stores in
presented in a vibrant retail theatre with innovative f a s h i o n f a s c i a s the Asia Pacific
digital technology. UK & ROI region
UK & ROI Our other Sports Fashion fascias further elevate

Financial Statements
During the year, there was a net increase of 14 our overall offer with the principal fascias being:
JD stores across the UK and ROI. Ensuring that – Tessuti, Scotts, Choice and Giulio.
we remain in positions with the highest footfall These businesses work together to deliver
and have sufficient space to present our full
footwear and apparel offer in major markets
remains a key strategy.
a consistent proposition in the premium
apparel and footwear sector.
– Base Childrenswear and Kids Cavern
87
stores now
trading as JD in
Several larger format stores opened during targeting the premium childrenswear market.
the United States
the financial year including Westfield (Stratford) – HIP Store, Oi Polloi and Wellgosh continue to
and Castle Place (Belfast) with these stores bring together an eclectic mix of domestic and
setting new standards in visual merchandising, international labels including emerging talent
retail theatre and digital integration to enhance and globally-established brands.
the consumers’ in-store retail experience. Across these fascias operating in the UK and ROI

Group Information
International expansion – existing territories (excluding Footasylum), there were 86 stores
We have continued to focus on the international in total at the end of the year (2021: 86 stores).
growth of the JD fascia with a net 84 stores The overall footprint of these stores marginally
opening in our existing international territories increased from 260,000 sqft to 262,000 sqft as
during the financial year. The pace at which we we continued to exit smaller stores in secondary
have opened new stores has been slower than markets and focus our activity on larger space
in previous years due to the impact of ongoing stores in premium centres where we can showcase
restrictions on construction and fit out works the full range of the premium fashion offer.
in certain markets as a result of the COVID-19
pandemic. The key highlights to note are: t e s s u t i
Tessuti is a leading retailer of premium,
– 40 new JD stores opened across existing
branded fashion for men, women and
territories in Western Europe. juniors, combining an elevated in-store
– 12 new JD stores in the Asia Pacific region concept and a seamless online experience.
with two new stores in Thailand and 10 new Tessuti has established itself as a unique
stores in Australia as we strengthen our consumer destination with ever-growing
appeal across the UK.
presence in the key cities of Sydney,
Melbourne, Adelaide, Brisbane and Perth.
– 87 stores now trading as JD in the United States.

The United States is becoming an increasingly


important territory for the Group with progression
and evolution in this country having a major impact
both on the Group’s overall performance and,
importantly, its standing with the international
brands. We are encouraged by the sales and
margin uplift that we have seen to date on the
conversions from Finish Line to JD and we
currently plan to convert approximately 50
further stores in 2022/23.
JD Sports Fashion Plc Annual Report and Accounts 2022 45
PROPERTY AND STORES REVIEW CONTINUED

INTERNATIONAL
EXPANSION
ACQUISITIONS
The Group has continued to expand
its property and fascia portfolio
during the financial year with several
significant international acquisitions:

MIG
c e n t r a l a n d
e a s t e r n e u r o p e
Based in Krakow, Poland, MIG had 410 stores at
acquisition trading principally as either Sizeer, which
is a premium multi-branded fascia not too dissimilar
to JD, or 50 Style, which is a multi-branded volume

410
retail concept with lower price points. Whilst the
majority of the stores are located in Poland, the
Company has also been expanding its reach beyond
Poland in recent years and, at acquisition, had stores
in a total of nine countries across Central and Eastern
Europe. Since completion, Sizeer has further expanded
its store base with additional new stores in Bulgaria stores at
and Romania. acquisition
46 JD Sports Fashion Plc Annual Report and Accounts 2022
Strategic Report
COSMOS
g r e e c e / c y p r u s
Operating from 58 stores in Greece and three in
Cyprus at acquisition, Cosmos trades under a
variety of retail banners and associated trading
websites with the principal ones being Cosmos
which is the core fascia of the business and
has an elevated sporting goods/lifestyle

Governance
proposition and Sneaker 10 which has a
more premium footwear offer.

61
stores

Financial Statements
Group Information
u s
e x p a n s i o n
The Group has increased its presence in
the US further in 2021/22 through both
the continued development of the JD
fascia and via the acquisition of DTLR.

DTLR
u s
Based in Baltimore, DTLR is our third acquisition
in the United States. At acquisition, the business
had 247 stores trading primarily as DTLR across
19 states. DTLR, which retails both premium

247
athletic footwear and apparel, is principally
located in urban areas across the North and
East of the United States.

stores at
acquisition
JD Sports Fashion Plc Annual Report and Accounts 2022 47
PROPERTY AND STORES REVIEW CONTINUED

s i z e ?
During the period, the Group has
focused on developing our Size?
fascia in Canada with a new store
on Queen Street West in Toronto,
complemented by the launch of the
Size? trading website in the country.
The Group is planning to open its
i n t e r n a t i o n a l – second Canadian store in Vancouver
m a t u r e f a s c i a s in 2022/23.
Size?
Size? has a global reputation for supplying the
finest products from the best brands in footwear,
apparel and accessories with stores and dedicated
local websites in 10 countries. Size? is a truly
multichannel business with a focus on developing
flagship stores in key cities to showcase the full
offer and provide the full digital experience to
both consumers and our third party brand
partners. These stores also then generate an
excitement and hype with consumers beyond
their physical walls with the websites contributing
more than 50% of overall revenues.

Elsewhere, the focus on developing larger stores


in key locations is reflected in the closure of three
small stores across the UK and Europe.

Sprinter and Sport Zone


The Group’s subsidiary, Iberian Sports Retail
Group (‘ISRG’), is a leading operator in the
sporting goods market across Iberia through its
Sprinter and Sport Zone fascias. During the year,
13 stores opened under the Sprinter fascia which
included an elevated flagship store at Parquesur,
Madrid. The average size of the new stores in the
year was 6,400 sqft which is considered to be the
most effective trading space for the core offer
focusing on active sport participation. We will
continue to invest in the physical and online
channels to ensure a robust platform for future
growth across Iberia.

In November 2021, ISRG opened its first Sprinter


store in the Netherlands by rebranding an existing
Group store from the Perry Sport portfolio in may involve the conversion of additional stores to
Amsterdam. The initial results have been encouraging the Sprinter format. However, we will also continue
and it is our intention to extend this trial into other to take action where it is necessary to ‘right-size’
stores in 2022/23. The trial will provide us with the store portfolio, closing 12 stores in the year and
significant learnings for the potential future transferring two stores to existing Group fascias.
development of the Sprinter format not only in
Chausport
the Netherlands but also, potentially, in other
Chausport operates throughout France retailing
European territories.
leading international footwear brands such as
Perry Sport and Aktiesport adidas, Nike and Timberland to a more family
Aktiesport is the largest sports retail business in focused customer. The Group has concluded
the Netherlands with a focus on selling football that its performance in France will be improved
and lifestyle goods from major international by focusing solely on the development of JD.
brands such as Nike, adidas, Under Armour The Group has reviewed the Chausport portfolio
and FILA. Perry Sport is a sports and adventure and has determined that approximately 30 stores
retailer with a focus on functional sports, sports are appropriate in location and size to trade as JD.
lifestyle and adventure simultaneously. The Group These stores will be converted to JD progressively
remains committed to maintaining a sizeable over the next two years. The remaining stores
business in the Netherlands which, depending on will close as the leases expire with 16 smaller
the performance of the trial store in Amsterdam, underperforming stores closed in the year.

48 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
u s f a s c i a s g y m s
(Finish Line, Shoe Palace & Nice Kicks and DTLR) JD Gyms offers “seriously stylish, seriously
74

Governance
DTLR is our third acquisition in the United States affordable, award winning facilities” across 63
following the acquisitions of Finish Line in 2018 prime locations and plays host to a bespoke mix of
UK Gyms
and Shoe Palace in 2020 bringing the total number industry leading fitness equipment and an exciting
of stores and concessions operating under these range of fitness classes. The 63 sites include 28
banners in the US to 1,126 at the financial year end sites which previously operated as Xercise4Less
(2021: 921). It is our current intention to maintain (a business the Group acquired out of administration
both Shoe Palace and DTLR as independent in 2020). A further 11 gyms were still branded as
fascias as they both have their own unique DNA Xercise4Less at the year-end as we continue to
which comes from their retail style and the rich
connection with their consumer base. There has
been minimal movement on the DTLR and Shoe
review the long-term viability of these sites. We are
optimistic that we will return to previous levels
of activity in the new financial year with at least
10+
new JD Gyms
Palace store portfolios in the period since 10 further JD clubs opening in the UK in 2022/23. planned for
acquisition although both businesses have the 2022/23
In December 2021, JD Gyms made its first
support of the international brands to open

Financial Statements
move outside of the UK with the acquisition
additional stores, with DTLR focusing on its
of GymNation (see Note 11) which is a chain of
core markets of the North and East of the
seven gyms in the United Arab Emirates (‘UAE’).
United States and Shoe Palace targeting the

7
GymNation, which operates from large facilities
West Coast and the Southern border states.
with an average footprint of 30,000 sqft, has an
We remain encouraged by the positive reaction ethos which is very much aligned with JD Gyms
Gyms acquired in
by consumers and the international brands to the with a premium look and feel and a digital-first
the UAE in 2021/22
development of JD in the United States. During the approach. Given the high consumer regard for the
year, we opened 12 new JD stores and converted GymNation proposition, there are no plans, at this
a further 26 stores which formerly traded as Finish stage, to rebrand the acquired gyms to JD Gyms.
Line. It is our intention to continue the programme
of converting Finish Line stores to JD in appropriate
locations with approximately 50 further conversions g y m n a t i o n

Group Information
planned for the new financial year. Elsewhere, 11 GymNation is the Group’s first acquisition
Finish Line stores were closed in the year although of gyms outside of the UK, currently
this included four malls where JD simultaneously operating seven sites in the UAE.
opened a new store in a more appropriate location.

Longer term, the Finish Line fascia will increasingly


become focused in the Macy’s concessions mainly
targeting female and family-oriented consumers.
The performance of these concessions has
improved significantly since our original acquisition
of Finish Line in June 2018 and, consequently, only
one concession was closed in the year.

Our teams in the United States have now


commenced a wide-ranging project to enhance
our collective operational effectiveness and further
enhance the consumer experience in the United
States by operating collaboratively in certain areas.

JD Sports Fashion Plc Annual Report and Accounts 2022 49


PROPERTY AND STORES REVIEW CONTINUED

l o g i s t i c s
d e v e l o p m e n t s
There is significant ongoing investment to broaden
the international network to service a complex
international multichannel business with multiple
fascias. The Group is also investing in technically
advanced automation equipment and robotics
to strengthen the operational foundations of our
concessions businesses and ensure that the Group remains
a leader in multichannel developments.
A number of Go Outdoors stores
also now benefit from specialist UK and Republic of Ireland
sections for fishing and equestrian Construction works on the new 515,000 sqft facility
leveraging the specialist knowledge in Derby which will be used exclusively to fulfil online
and reputation at Fishing Republic orders for JD in the UK are now complete, with initial
and Naylors respectively. fit out of the site ongoing. This will allow limited
fulfilment from the site to commence ahead of the
peak period later this year although it will be mid-2023
o u t d o o r before the site is fully operational. Approximately

248
Outdoor stores
The Group’s Outdoor mission is to inspire and
equip everyone for life outdoors. Whether you’re
an Outdoor specialist in rock climbing, cycling,
£10 million was incurred on this project in the year
with approximately £80 million to be incurred over
the next 18 months to bring the site into full
trail or horse-riding or a casual Outdoor enthusiast operational use.
who likes to walk their dog, go on family treks and To bridge the capacity gap ahead of Derby opening,
camping trips, JD Outdoor aims to supply your the Group engaged Clipper Logistics Plc in the year
every need to facilitate a life spent being active in to provide a range of logistics operations, including
nature, all year round. Across the breadth of our warehousing and e-fulfilment, on a temporary
Outdoor banners, Go Outdoors, Blacks, Millets, basis from their site at Sherburn, Leeds. More than

10
10 Fishing Republic
Naylors, Wheelbase, Leisure Lakes and Tiso, we
expect to service all our customers’ Outdoor needs.
1.8 million units were shipped from this site in the
five weeks leading up to Christmas.

concessions Across the Outdoor portfolio, our approach Elsewhere, our new 65,000 sqft warehouse near
opened in 2021/22 continues to be to keep leases flexible with Dublin is also now fully operational, supplying both
break clauses wherever possible so we can react product to stores and fulfilling online orders in the
quickly if market conditions change. During the Republic of Ireland.
year there has been little change to our existing
Blacks, Millets and Tiso store portfolios and, Western Europe

35+ following the restructure of Go Outdoors in 2020, Work has also now commenced on the construction
the Group has now completed or substantially of the 620,000 sqft facility in Heerlen, South-East
agreed new leases with terms that were more Netherlands. This site is scheduled to be handed
concessions
appropriately structured on 59 stores. over later this year for initial fitting out although the
planned for GO
stores in 2022/23 current long lead times on the supply of warehouse
Our programme of works to enhance the profile of automation equipment mean that it will likely be
certain categories such as fishing and equestrian mid-2024 before the site is fully operational.
has gained momentum with the opening of 10 Approximately €2 million was incurred on this
additional Fishing Republic concessions in key project in the year with the total cost to bring the
locations combined with the opening of the first site into full operational use estimated at €95 million.
Naylors concession in Kidderminster. We currently
plan to open a further 25 Fishing Republic and In the meantime, the Group continues to operate
10 Naylors concessions in 2022/23. out of a number of smaller facilities in Southern
Belgium and Northern France. To date these
Further, we have made two acquisitions in the facilities have focused on the fulfilment of a
second half of the year of cycling retailers, large proportion of the core ranges and fastest
Wheelbase and Leisure Lakes. Wheelbase has three moving lines required for stores in Mainland
stores in the North of England whereas Leisure Lakes Europe although we have now started to fulfil
has a more national presence with 10 stores in urban some online orders locally also.
locations. Both of these cycling retailers are renowned
for their industry expertise and have strong relationships
with key brands which will enhance the cycling offer
within the Group. It is the Group’s intention to
incorporate Wheelbase concessions in appropriate
Neil Greenhalgh
larger spaced Go Outdoors stores with the first two
Chief Financial Officer
concessions in Coventry and Stockton now open.
22 June 2022

50 JD Sports Fashion Plc Annual Report and Accounts 2022


E S G

Strategic Report
FOCUSED ON
THE FUTURE

Governance
ESG Highlights

Grade A
The Group received an ‘A’ grade
as a ‘Supplier Engagement
Leader’ from the Carbon
Disclosure Project (CDP)

Financial Statements
700+
Young people joined the Group
through the UK Government’s
Kickstart programme

43%
Group Information
female Board members
at 29 January 2022

I am very proud to present our


ESG disclosures in a reporting
period that has seen the Group
achieve many notable and
NEIL GREENHALGH sector-leading milestones.”
CHAIR OF THE ESG
COMMITTEE

22 June 2022

JD Sports Fashion Plc Annual Report and Accounts 2022 51


ESG CONTINUED

INTRODUCTION FROM NEIL GREENHALGH, Environmental – Key Facts


– The Group retained its ‘A-‘Climate Change grade from the Carbon

CHIEF FINANCIAL OFFICER AND ESG Disclosure Project (CDP), surpassing our sector average by two grades.
– Our private label team surpassed previously documented targets by

COMMITTEE CHAIR reaching 98% of our cotton sourced via the ‘Better Cotton’ initiative.
– The Group became one of the founding signatories to the Waste and
Resource Action Plan (‘WRAP’) Textiles 2030 initiative with our private
From planning for climate-related risks (now labels aiming to cut carbon by 50% and water by 30%.
formally supported by Task Force on Climate-
Related Financial Disclosures (‘TCFD’)), to
protecting both our colleagues and those
within our supply chain, fulfilment of our Social – Key Facts
environmental, social and governance – We are proud to be working with the UK Government as a national partner
on its Kickstart Scheme with over 700 people employed through the scheme
obligations has never been more critical. in the financial year.
– The Group successfully trialled the roll-out of the ‘Together We Can’ project
Territorial expansion and sales growth necessitate
to raise funds through micro-donations at the till point. The project is being
greater organisational transparency with regards implemented across all of our JD and Outdoor stores in the UK in 2022 and
to our environmental impact and strategy. The we plan to extend overseas in 2023. See page 84 for more details about
reporting period also included COP26 in Glasgow ‘Together We Can’ and the other global empowerment initiatives undertaken
which saw attending political leaders, non- by the Group.
governmental organisations (NGO’s), businesses
(including JD) and private citizens collectively
working to engineer action in support of the
Governance – Key Facts
climate crisis. – This year the Group increased the gender and ethnic diversity of the Board.
As a result, the Board now consists of more female Board members than in
Accordingly, I am very proud to present our any other year.
ESG disclosures in a reporting period that – On 25 May 2022, the Group announced that it had decided to accelerate the
has seen the Group achieve many notable separation of the roles of Chair and Chief Executive Officer. Peter Cowgill
and sector-leading milestones. stood down as Executive Chairman and Chief Executive Officer with
immediate effect. Helen Ashton was appointed as Interim Non-Executive
Chair and Kath Smith was appointed as Interim Chief Executive Officer.
For further details, please see the Statement from the Board on page 4.

ESG INDEX
Section Pages

Overview and governance 53

Environmental

TCFD 55

Climate Change 60

Sector Emission Data 64

Sustainability in Private Label Manufacturing 67

Social

Ethical Sourcing 71

Our People 76

Health & Safety 80

The JD Foundation 82

Global Empowerment 84

Governance

S172 Statement – Stakeholder Engagement 86

52 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
OVERVIEW AND GOVERNANCE Responsibilities of the ESG Committee include:

– The United Nations Sustainable Development Goals


Overview and Governance – ESG Committee
(SDG’s) remain part of our ESG framework and
As a FTSE 100 company, we recognise and embrace
operations. Case study evidence is available via our
that our scale enables us to make positive, lasting changes.
corporate website www.jdplc.com/esg/our-esg-stories.
Our ESG Committee (founded in 2020) governs our global,
– Determining our strategy, corporate risk-assessment
Group-wide approach to sustainability, including the critical
and monitoring of ESG performance across the Group’s
topics; people strategy, climate change, sustainable
respective fascias and territories, including submission
sourcing and governance.
of our TCFD statement.
Further information on our ESG committee and – Reviewing investment plans from an ESG perspective –

Governance
credentials can be found on our corporate website at from proposed capital expenditure projects to assessment
www.jdplc.com/esg/governance/esg-committee of risks and opportunities for potential acquisitions.
– Engaging (via our Committee Chair) with the Board on
ESG-strategy impacting activities on a periodic basis.
– Clear communication of our strategy to investors,
verifying our credentials via accreditation and data,
so as to support investors with EU Sustainable Finance
Disclosure Regulations (SFDR).
– Ensuring that our colleagues and suppliers are
supported and trained across a broad cross-section
of personal and environmental welfare topics.
– Supporting our customers by improving the frequency
and accuracy of environmental and sustainability

Financial Statements
claims made relating to products manufactured by
both branded suppliers and our private labels.

Supply
chain

Group Information
Quality brand
sourcing and
Colleague quality assurance Corporate
welfare, governance
support and
and People Legal compliance
ESG
training services team
Committee
(HR)

GROUP
BOARD
Group Investor
finance relations

Financial Regulatory/
planning shareholder
and analysis engagement
Group procurement
and environment

Group wide retail


and support operations

JD Sports Fashion Plc Annual Report and Accounts 2022 53


E S G – E N V I R O N M E N T

ESG RISK IDENTIFICATION AND MANAGEMENT e s g r i s k i d e n t i f i c at i o n


sources:

f o r m a l i n f o r m a l
– International NGOs (e.g. United Nations) – M edia coverage
– Global inter-governmental organisations – Customer feedback
– N ational government notifications – Industry forum feedback
(e.g. British Retail Consortium)
– Financial Conduct Authority updates
– S upplier engagement
– Independent benchmarks
– Independent market reports
(e.g. Carbon Disclosure Project)
Risk identified – Global, issue-based initiatives
(e.g. RE100 – renewable energy targets
– Audit recommendations

Embed compliance Review supply chain


model (own compliance
operations)

Identify Assess supply Feedback from ESG


potential future chain (external) Committee Risk included in
developments exposure the Annual Report

Engage suppliers
and independent Verification of Risk presented to
topic experts financial risk ESG Committee

– Short-term Impact and


mitigation
– Medium-term
strategy agreed
– Long-term

Background ESG Context – Third-party sustainable sourcing commitments and objectives.


brand and Private Label Products
As a multichannel retailer of branded sports
fashion and casual wear, the majority (presently
The visibility of our largest third-party brands
necessitates them meeting, and exceeding,
consumer expectations for product quality
90%+
of our sales are
in excess of 90%) of our sales are from globally and sustainability alike. from globally
recognised third-party brands including Nike, recognised
Representatives from our ESG Committee
adidas, Puma, Under Armour and The North Face third-party
undertake regular engagement sessions with
(owned by VF Corporation). The balance of our brands including
our largest third-party brands to monitor their
products sales is from our quality private label Nike and adidas.
continued global leadership with regards to
brands, including Pink Soda and Supply & Demand.
sustainable product innovation, commitments
The global reach and recognition of our major to reduce the impact of climate change and
third-party brands is integral to our overall supply chain transparency.

A summary of the performance of our largest third-party brands (across multiple environmental and social metrics)
is included below.

UN Fashion ZDHC Animal Conflict


Brand Charter equivalent CDP Climate CDP Water Welfare Policy Minerals policy

Nike      

adidas      N/A

Puma      N/A

The North Face


(VF Corporation)      

54 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
TCFD
Disclosures and Standards – TCFD In addition to using independent sector benchmark performance
Within our 2020/21 Annual Report, the Group provided a summary assessments such as CDP, we provide validated performance
incorporating the key principles and requirements of TCFD, reporting against targets and objectives consistent with
demonstrating our commitment to TCFD disclosure adoption. previous Annual Report disclosures.

In accordance with the Listing Rule 9.8.6R and consistent The Group recognises the TCFD recommendation to quantify
with TCFD Recommendations and Recommended Disclosures, the financial impact of strategic climate-related risks. Considerable
we have provided a full, framework-template response to time has been invested in our attempts to fulfil this requirement.

Governance
support the disclosure of Group climate-related risks and However, our research into quantifying climate risks identified
opportunities within this Annual Report. Due to the volume of that (owing to the current lack of standard calculation method)
information and disclosures and to provide further verification there are large variances in the interpretations and estimates
of our statements, where we have not included the information from the leading brands that have provided estimates. We
in this Annual Report, we have included clear references and anticipate that more accurate, verifiable climate-related
links to additional TCFD-related documentation available on financial planning risks can be provided in one to two years.
our corporate website. The Group continues to discuss climate-related risks within
our regular financial planning activities, primarily via the
Our TCFD statement is supported by our 2021 Carbon
Group ESG committee, chaired by our Chief Financial Officer.
Disclosure Project (CDP) Climate Change response.
Finally, our approach to ESG risks will benefit from the roadmap
The CDP system is recognised by TCFD as supporting
of risk management improvements detailed on page 110.
TCFD recommendations via 25 TCFD-aligned climate-
related questions on topics including governance, risks

Financial Statements
and opportunities, strategy, targets and emissions.

TCFD recommended disclosure


g o v e r n a n c e

a) Describe the board’s oversight of climate-related risks and opportunities.

Pre-TCFD developments
The Board’s oversight of climate-related issues performance is provided by scheduled, two-way strategic engagement with our Chief
Financial Officer (as Chair of the ESG Committee) on ESG-related risk identification, strategy and performance vs policy and metrics,
including targets published within our Annual Report.

The ESG Committee Chair is appraised of climate-related issues both informally and formally on a regular basis. The ESG Committee
Chair will then provide updates as required during regular Board meetings. The Board is informed of climate-related issues, updates
and metrics via formal Board reports which are circulated on a monthly basis. Ad hoc sessions are also held where the ESG

Group Information
Committee will present updates regarding specific issues, achievements and metrics to the Non-Executive Directors.

Engagement with the Board (the majority of whom hold multiple Non-Executive Director positions with other organisations) grants
our Chief Financial Officer and ESG Committee access to feedback and comparative assessment on climate-related risks and
opportunities.

In-year progress 2022/23 Plans


The ESG Committee was expanded to include representation The Board, in conjunction with the Audit & Risk Committee, has
from our Outdoor businesses. established an Enterprise Risk Management (‘ERM’) working
group, with ESG identified as one of the core topics for provision
Approval of final stage (Scope 3) submission of our Science
of additional communication with the Board on risk management
Based Targets.
identification, mitigation and policy.
Approval provided on Waste and Resources Action Plan
(‘WRAP’) Textiles 2030 targets including emission reductions,
sustainable sourcing and circular economy targets and metrics.

Our Group Chief Financial Officer and ESG Chair remains our
signatory and the conduit from the Board to our colleagues and
customers for carbon, sourcing, and people-based disclosures.

JD Sports Fashion Plc Annual Report and Accounts 2022 55


ESG CONTINUED
TCFD CONTINUED
TCFD recommended disclosure
g o v e r n a n c e

b) D
 escribe management’s role in assessing and managing climate-related risks and opportunities.
Pre-TCFD developments
Profiles of our ESG Committee members can be found at www.jdplc.com/esg/governance/esg-committee. All positions have
a global remit for their respective responsibilities, ensuring provision of consistent ESG sourcing, reporting and training.

Our Chief Financial Officer and ESG Chair initiated the introduction of a monthly ESG summary (key climate and environment risks,
issues and opportunities), and this is reviewed by the Board and used for key investor updates. This allows incorporation of ESG
opportunities and climate-related risks within our scheduled financial planning activities.

In-year progress 2022/23 Plans


Completion of SBTi Scope 3 emission reduction targets, 2022/23 will see in-year objectives including agreement on
with data validation from third-party sources. Circular Economy strategy and identification of global roles
and responsibilities with regards to climate change education
ESG Committee members joined the Textiles 2030 steering
and carbon reduction.
committee and Department for Environment, Food and Rural
Affairs (‘DEFRA’) consultations for Extended Producer Responsibility,
expanding climate-risk and opportunity assessments.

Management increased engagement with key suppliers, with


particular focus on carbon emission reduction targets and
sustainable sourcing.

TCFD recommended disclosure


s t r a t e g y

a) D
 escribe the climate-related risks and opportunities the organisation has identified over the short,
medium, and long-term.

Pre-TCFD developments
The Group has documented short, medium and long-term climate-related risks within our annual Carbon Disclosure Project (CDP)
submission as short-term (0-3 years), medium-term (3-5 years) and long-term (5-10 years). Please see Additional Information –
TCFD on our corporate website at www.jdplc.com/esg/governance/our-policies. The Group notes that owing to the requirement
for immediate actions on climate, the time horizons are shorter than risk considerations covered elsewhere within this report.

CDP has the largest TCFD-aligned environmental database in the world. Accordingly, our climate-related risks have been verified in
accordance with TCFD principles, with the Group achieving an ‘A-’ grade in December 2021. For more information, see the ‘Climate
Change’ section of our corporate website. Our CDP submission and Science Based Targets (SBTi) are based upon the 1.5°c scenario
documented within the Paris Agreement. Additional climate risks identified included extreme weather-related events and biodiversity
changes.

In-year progress 2022/23 Plans


Our climate-related risks were scored within the 2021 CDP report, Despite the February 2022 announcement delaying the EPR
with the Group achieving an A- grade for Climate Change, and an regulations, the Group continues preparations in accordance
‘A’ grade for Climate Change Supply Chain Engagement. with the original timescales.

Our work with Textiles 2030 has ensured that the Group is well We have targeted the retention of our 2022 ‘A’ grade for climate
placed to mitigate risks (and maximise opportunities) relating change supplier engagement. We aim to increase documented
to Extended Producer Responsibility (‘EPR’) regulations. measures (improved climate audit and data disclosure) with both
private label and key indirect suppliers.
We engaged our private label supply chain to identify additional
climate change mitigation measures at sourcing territory level,
including suppliers ability to access renewable energy within
the medium-term.

56 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
TCFD recommended disclosure
s t r a t e g y

b) D
 escribe the impact of climate-related risks and opportunities on the organisation’s businesses,
strategy, and financial planning risks and opportunities.

Pre-TCFD developments
The Group provided an assessment of the risks mentioned within our A- rated CDP Climate Change disclosure. This included
low-carbon economy transition, identifying potential supply chain disruptions, from raw material supplies and costs to labour
availability, production and distribution of goods.

Our Group supplies products from world-leading brands. Prior to TCFD becoming established reporting practice, the Group
observed that there was no common methodology to quantify the financial risk across our sector. Our CDP submission acknowledges

Governance
risks associated with leading brands providing large variances on interpretations and impacts of differing climate risk scenarios.

In-year progress 2022/23 Plans


Our knowledge of climate-related risks enabled our most Within 2022/23, high-risk ESG categories (e.g. carbon emissions
detailed ESG-assessments of potential acquisitions to date. and labour conditions) will form part of the due diligence on
large-scale M&A activities. The Group will provide a year-end
The Group Mergers and Acquisition (‘M&A’) team has established
summary of ESG due-diligence undertaken on acquisitions (in
regular engagement with the ESG Committee to improve
accordance with Sustainable Finance Disclosure Regulations
climate-related financial risk assessment of potential investments.
(‘SFDR’) requirements).
The preparatory work for our (approved) SBTs enabled the
Group to ‘normalise’ sector data on climate-related risks,
improving our ability to identify risks and mitigating actions.

TCFD recommended disclosure

Financial Statements
c) D
 escribe the resilience of the organisation’s strategy, taking into consideration different
climate-related scenarios, including a 2°C or lower scenario.
Pre-TCFD developments
The Group commenced resilience planning based upon the 1.5°C scenario, on the basis that we believed the 2.0°C or lower scenario
would be revised. In 2020 the Group submitted (and received verification of) Scope 1 and 2 emission targets based on the 1.5°C
scenario. Further information can be found on our corporate website at www.jdplc.com/esg/governance/our-policies.

In-year progress 2022/23 Plans


Organisational resilience verified via achievement of an ‘A-’ Continue advocacy for the CDP project, with the target of JD
CDP Climate Change rating for the second successive year and an scoring at least one grade higher than our retail peer group
‘A’ grade for Supplier Engagement on Climate Change. within the December 2022 climate change assessment.

The Group CDP responses (Climate Change, Water Stewardship Retain our ‘A’ grade for Supplier Engagement by providing case
and Forestry) incorporate significant detail on climate-related study evidence of private label and indirect supplier climate
scenario planning, and our scores are ahead of sector averages. change mitigation and renewable energy progression.

Group Information
TCFD recommended disclosure
m a n a g e m e n t

a) Describe the organisation’s processes for identifying and assessing climate-related risks.
Pre-TCFD developments
Within our 2021 Annual Report, we identified ESG-related risks and impacts, assessing each risk and categorising each as ‘short’,
‘medium’ and ‘long-term’. We have defined short-term as 0-3 years, medium-term as 3-5 years and long-term as 5-10 years.
We expanded our assessment scope in 2021 to include ESG risk identification and management from both formal and informal
sources. Examples of formal sources include the United Nations Sustainable Development Goals, international NGOs and Financial
Conduct Authority updates. Informal sources include media coverage, customer feedback and independent market reports.

The diagram on page 54 explains our risk identification and management process and the Topical Risks section on page 27 provides
further detail. Further information can be found on our corporate website at www.jdplc.com/esg/governance/our-policies.

In-year progress 2022/23 Plans


Climate-related risks updated after the Group’s COP26 The new ERM Working Group will document improvements to our
attendance and subsequent impact assessment, including ESG risk management framework design. This includes climate-
r i s k

climate-related engagement of private label supply chain. related risks relating to our operations, private label supply chain
and the activities of our largest suppliers.
Our CDP submissions for Climate Change, Water Stewardship
and Forestry contain extensive detail on climate-related risk
identification and assessment. Our progress is validated and
evidenced via our ‘A-’ grade for CDP Climate Change and ‘B’
for Water Stewardship.

JD Sports Fashion Plc Annual Report and Accounts 2022 57


ESG CONTINUED
TCFD CONTINUED
TCFD recommended disclosure
m a n a g e m e n t

b) D
 escribe the organisation’s processes for managing climate-related risks.
Pre-TCFD developments
Since 2019, climate-related risks have been reviewed by our ESG Committee and incorporated into business planning processes
where appropriate. By using CDP for assessment of climate-related risks, investors and disclosers are provided with access to
independent data on our comparative performance. CDP has the largest TCFD-aligned environmental database in the world.
We are proud of our grade progression, as documented on our corporate website.

The Topical Risks section on page 27 includes a summary of our process for managing climate-related risks with further information
provided in our Additional Information – TCFD document on our corporate website at www.jdplc.com/esg/governance/our-policies.

In-year progress 2022/23 Plans


ESG reporting included in our monthly Board reports has been Consistent use of independent, TCFD-aligned climate risk
expanded to include sustainable sourcing (private label), quality disclosures. Our 2022/23 target is to achieve independent
assurance, audit and ‘Circular Economy’ updates. verification that our performance remains ahead of our sector peers.
r i s k

Climate-related (financial) risks re-assessed, with additional capital Improvements identified within the ERM framework will be
expenditure investment to support emission reduction across our incorporated into our approach to managing climate-related risks.
retail estate. Our independent climate disclosures (CDP Climate
Change and Water) continue to achieve leading scores.

TCFD recommended disclosure

c) D
 escribe how processes for identifying, assessing, and managing climate-related risks are
integrated into the organisation’s overall risk management.

Pre-TCFD developments
Any risk measured as being greater than a 2% loss on our direct operating profit (against plan) is defined as a substantive risk.
This includes climate-related risks. Substantive impact risks have been addressed within our scheduled budgeting and reforecasting
processes. Any subsequent risks identified (and their respective impact) are assessed from the perspective context of legal
compliance, financial impact and reputational risk.

The diagram on page 54 explains our risk identification and management process and the Topical Risks section on page 27 provides
further detail. Further information can be found on our corporate website at www.jdplc.com/esg/governance/our-policies.

In-year progress 2022/23 Plans


The ESG Committee increased engagement with the Group’s Extension of our (externally recognised) highly-rated ESG
Mergers and Acquisition team. risk management strategy to acquired businesses. This shall
enable the Group to report our updated, collective international
Our risk measurement approach incorporates assessment
approach to climate risk within our December 2022 CDP
of our strategy by CDP and enhanced transparency via our
disclosure. Our Science Based Target and Road to Zero
corporate website.
progress shall also be updated and disclosed.
Our private label team surveyed our key suppliers to assess
progress in adopting renewable energy and climate change
adaptation preparation.

TCFD recommended disclosure


a n d
t a r g e t s

a) D
 isclose the metrics used by the organisation to assess climate-related risks and opportunities
in line with its strategy and risk management process.

Pre-TCFD developments
m e t r i c s

Since 2017, the Group benchmarked ESG performance (including risk identification) via globally recognised, independent
ESG assessments aligned to TCFD. Assessments such as the Carbon Disclosure Project (CDP) encompass climate-related
risk assessments and opportunities, including financial impacts. Our CDP Climate Change score progressed from ‘D’ in 2017
to ‘A-’ by 2020, outperforming our sector benchmark by three grades. Our Water Security score reached ‘B’ grade by 2020,
again outperforming the discretionary retail sector.

Further information can be found in our Additional Information – TCFD document at www.jdplc.com/esg/governance/our-policies.

In-year progress 2022/23 Plans


The Group’s proactive approach to climate-related risk was Continuation of disclosures via CDP, with a 2022/23 target
recognised by retention of our CDP ‘A-’ rating for Climate to achieve verification that Group performance (including
Change – two grades above our sector average, private label evidence, via metrics) remains ahead of our sector peers.
brand progress enabled retention of our ‘B’ score for Water
Achieve verification of Scope 3 emission reduction targets
Stewardship, outperforming the majority of our global brands.
(from SBTi committee) prior to evidencing our ‘climate change
Science Based Target validation was received for Scope 1 outreach’ progress with key suppliers.
and 2 emissions. Scope 3 targets were submitted to SBTi
within the period.

58 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
TCFD recommended disclosure
a n d
t a r g e t s

b) D
 isclose Scope 1, Scope 2, and if appropriate, Scope 3 Greenhouse Gas (‘GHG’) emissions, and the
related risks.

Pre-TCFD developments
m e t r i c s

See data on page 63. The Group has disclosed GHG emissions data since 2014, Scope 3 disclosures have been provided since 2020,
and remains Streamlined Energy and Carbon Reporting (SECR) compliant as per regulatory requirements.

In-year progress 2022/23 Plans


Continued disclosure of GHG emissions through our CDP Expand Scope 1 and 2 reporting to acquisitions where we have
responses. Third-party verification of our Scope 1 and 2 direct operational control over energy sourcing.

Governance
emissions, incorporating calculation of data and compliant
Develop Scope 3 reporting through our strategic suppliers and
reporting to regulatory standards.
utilise industry tools for our private label Scope 3 emissions.

TCFD recommended disclosure

c) D
 escribe the targets used by the organisation to manage climate-related risks and opportunities
and performance against targets.

Pre-TCFD developments
Climate Change: In 2019 the Group identified the necessity of our climate-related targets receiving independent, science-based
verification. Our Science Based Target initiatives (SBTi) for Scope 1 and Scope 2 emissions received verification (by the SBTi board)
in 2021.

The Group is a member of RE100 (aligned to CDP and TCFD) with the world’s largest organisations committed to using 100%
renewable energy. Our renewable energy target for Western Europe is 100% by 2022, with a global target of 2025.

Financial Statements
Sustainable Sourcing: Our private label brands committed to join the ‘Better Cotton’ (formerly BCI, or ‘Better Cotton Initiative’)
during 2019. As part of our commitment to increase sustainable manufacturing, we set targets for Better Cotton usage for private
label products. Targets were also established for the conversion of manufacturing components to more sustainable materials, with
our progress documented via our Product Component Table on page 69.

Recycling and the Circular Economy: The Group targeted, and achieved third-party verified ‘Zero Waste to Landfill’ accreditation in
2020 as part of our landfill diversion metrics.

In-year progress 2022/23 Plans


Use of renewable energy increased to 91% for Western Europe Achieve our 100% renewable target for operationally
during the period. The Group remains on course to achieve feasible controlled sites by the end of 2022 in Western
our ‘100% by end of 2022’ metric. Europe. Provide updates, progress reports and any risks
relating to our global 100% renewable energy target (2025).
Private label use of Better Cotton reached a new milestone
of 98% use for garments sourced within our most recent Expand the ‘Better Cotton’ approach and learnings to

Group Information
buying periods. acquired businesses. This will support the advancement of
‘private label’ climate change awareness and management
In 2021 the Group retained ‘Zero waste to landfill’ accreditation
across our expanded global operations.
for our largest directly operated site (Kingsway Distribution
Centre, Rochdale). Retain ‘Zero waste to landfill’ accreditation at our largest
operated facility, and achieve equivalent status for our
The Group successfully launched #IAMSUSTAINABLE training
largest central office.
modules. Accessible to over 20,000 colleagues, training topics
range from Climate Change to Circular Design. Completing the Expansion of our ‘#IAMSUSTAINABLE’ training programme
#IAMSUSTAINABLE courses improves environmental engagement to a minimum of 10 new territories.
and awareness, whilst providing colleagues with additional
learning credentials as part of their professional development.

JD Sports Fashion Plc Annual Report and Accounts 2022 59


ESG CONTINUED
ENVIRONMENT CONTINUED

Climate Change – Headline Achievements Climate Change – Reporting and Compliance

91%
of energy used in
– Achievement of ‘Leadership’ grade of A- within
the 2021 CDP ‘Climate Change’ assessment.
– Awarded ‘A’ rating for Climate Change ‘Supplier
The Group’s management of carbon emissions
is delineated into two categories:

1) Scope 1 and Scope 2 – Group ‘directly controlled’


our Western Engagement’ by CDP in January 2022.
European sites is operations within our infrastructure (e.g. our
– As per our advocacy of the RE100 (the world’s
renewable energy warehouse and in-store energy usage). GHG
most influential companies, committed to 100%
emissions are as defined by the GHG Protocol.
renewable power), we reached 91% of Western
Scope 1 emissions are direct emissions from
European site renewable energy use.
owned or controlled sources. Scope 2 emissions
– Our Scope 1 and Scope 2 Science Based
are indirect emissions from the generation of
Targets were approved by the Science
purchased energy.
Based Targets Initiative (SBTi) board.
– Our Scope 3 targets were submitted during 2) Scope 3 – operations and activities of our supply
the period. All JD targets are set against the chain, including manufacture of products and
more ambitious 1.5-degree Celsius scenario. our non-merchandise suppliers:
– Amidst increased scoring thresholds, our
– Purchased goods and services (92.3%) are our
CDP ‘Water Stewardship’ submission retained
largest Scope 3 contributor.
a ‘B’ grade score, demonstrating continued
– The Group continues to monitor and encourage
progress by our private label brands.
emission reduction progress from our strategic
– The Group was awarded a second-successive
suppliers. The highest level of emission
‘Zero to landfill’ accreditation for our largest
reductions need to be achieved at the raw
directly operated site in Rochdale, UK.
material and manufacturing stages for
– The Group used SBTi criteria and third-party
branded products.
verified data to identify our forecast Net Zero
– Emissions data is constantly adjusting due to
year as 2043 using 2019/20 as the base year.
both changes in Group activity and changes
For carbon-emission reductions targets,
to calculation methodologies.
including Net-Zero, the baseline year used is
2019-20. This matches our Science Based Target Within these categories, the Group remains
initiative (SBTi) and Carbon Disclosure Project compliant with:
(CDP) submissions.
– The updated UK SECR system.
– The Energy Savings Opportunity Scheme
obligations within the UK and Energy.
Efficiency Directive obligations for Europe.

ENVIRONMENTAL Purchased
goods and services

c l i m at e
change
reporting
92.3%
Employee commuting
– scope 3
0.5%
breakdown
Waste generated in operations
0.2%
Fuel- and energy-
related activities
0.3%
Capital goods
2.1%
End-of-life treatment
of sold products
1.4%
Downstream transportation
and distribution
0.6%
Business travel
0.2%
Upstream transportation
and distribution
2.4%

60 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Climate Change – Science Based Target initiative (SBTi)

During the period, our team worked with independent Group membership of WRAP Textiles 2030 enabled
consultants to identify the sources and values of our the Group to commence further detailed evaluation of
Scope 1, Scope 2, and Scope 3 emissions prior to our private label Scope 3 emissions, utilising tools such
submission of our targets to the SBTi board. as the ‘WRAP Carbon calculator’.

Please note that the targets below may be adjusted

Governance
due to any feedback received as part of the official
SBTi board verification process.

Category Target Status

Scope 1 and 2 The Group commits to reduce absolute Scope 1 & 2 GHG emissions by Submitted
emissions 67.2% by 2035-36 from a 2019-20 base year. and approved

Scope 3 The Group commits to reduce absolute Scope 3 GHG emissions by 67.2% Submitted
from textiles and footwear within the purchased goods and services
category by 2035-36 from a 2019-20 base year.

Financial Statements
Climate Change – Reducing carbon emissions – progress and objectives
Environmental
objective 2021/22 progress 2022/23 objective
Climate Change – LED investments made in 31 stores and gyms – Additional LED investment at our Kingsway
– carbon achieving 40% energy reduction (486t CO 2). DC, and across additional UK retail stores.
and water – Completion of partial-LED retro-fit at Kingsway – Additional investment in solar technology
reductions Distribution Centre saving 45t CO 2 . (where feasible) for UK and European sites.
– Completion of our first solar installation at – BMS to be installed within new JD stores
Stockton GO Outdoors, saving 14t CO 2 . as standard. Savings figures to be disclosed
– Over 400 Building Management Systems at year-end.
(BMS) installed, enabling 2021 Winter/Spring – Proof of concept to be undertaken

Group Information
set-point temperature adjustments to deliver on new carbon reduction technologies
Temperature
estimated carbon savings of 198t CO 2 . (e.g. voltage optimisation).
– JD Gyms reduced shower and tap water – Electric vehicles: Complete installation
consumption by over 60% for new sites. of vehicle charging point infrastructure
Improved reporting data and faster corrective for our major occupancy sites.
action on high water-consuming sites has saved – Conduct a trial of Electrical Vehicle use for
7.5 million litres of water. logistics transport within the London area,
– Our fleet policy has been updated to encourage and disclose results via ESG Committee.
the use of electric vehicles (EV) to align with
future legislation.

Carbon – Renewed UK Green Energy contract, with 100% – Achieve 100% renewable usage for Western
reduction traceable renewable electricity. Europe by the end of 2022.
– procurement – 100% renewable energy use within the – Continued progression towards 100% global
Republic of Ireland. renewable energy use by 2025, with in-year
– 91% of renewable energy use in our Western focus on those US stores where we have direct
European stores (where we have direct operational operational control over energy sourcing.
control over energy sourcing). We are on track for
100% by end of 2022 as per previously reported
target metrics.

JD Sports Fashion Plc Annual Report and Accounts 2022 61


ESG CONTINUED
ENVIRONMENT CONTINUED

Environmental
objective 2021/22 progress 2022/23 objective
Sustainability – ESG awareness and education increased via our – #IAMSUSTAINABLE’ training programme
– education and ‘#IAMSUSTAINABLE’ online training courses, to be accessible in 10 additional territories.
engagement available to over 20,000 colleagues. – Colleague updates on topics such as COP27.
– Environmental engagement and topical content – Provision of colleague support and advice to
included in our colleague-wide, monthly ‘People embed sustainable behaviours at work and
First’ magazine. home, with particular focus on mitigating the
– ESG-related communication improvements via impact of increased domestic energy costs.
both our corporate website, and product content – Evidence increased customer communication
information available to customers. on product-related circular economy and
sustainability topics. These will include ‘care
and repair’ and making more informed ‘end
of product life’ decisions.

Verification – The Group received Scope 1 and 2 emissions – Achieve verification of our Scope 3
and reporting target approval by the SBTi committee. Scope 3 emission targets from the SBTi committee.
– Climate targets submitted during the period. – Continue improving Scope 3 emissions
Change – The Group’s private label and licenced apparel reporting and reductions via:
(carbon) sourced 2,782 tonnes of cotton through the i) Engagement with strategic suppliers.
and Water ‘Better Cotton’ initiative, saving over 1.3 billion
ii) Utilising industry initiative tools and
litres of water since joining in 2020.
standards to address our private label
Scope 3 emissions.

iii) In support of our work with WRAP Textiles


2030, evidence progress on our targets to cut
carbon by 50% and water by 30% for private
label brands.

Benchmarking – The Group achieved an ‘A-‘ grade for the second – Continue outperforming our sector on
and year running for Climate Change and a ‘B’ for CDP scores (amidst vastly improved
engagement Water Stewardship. For the second successive submission standards).
year the Group was certified as a ‘CDP Supplier – Achieving Net Zero before 2050.
Engagement Leader’ with an ‘A’ rating. Our present forecast year for Net Zero is
– We are active contributors and supporters of 2043. This is based on detailed, externally
the UN ‘Race to Zero’ and attended COP26. validated analysis of our emissions, including
– We demonstrated the chronology of our our largest category (the manufacture of
progression to climate change leadership the branded products that we sell).
status as summarised on our corporate website.

Resource – For the second successive year we retained ‘Zero – Retain ‘Zero waste to landfill’ accreditation
management- waste to landfill’ waste accreditation at our largest at our largest operated facility. Aim to
Circular operated facility. achieve equivalent status for our largest
Economy – 5,638 tonnes of card recycled and over 40 tonnes UK/European office.
of plastic. – Review market solutions to implement
– Recycled 74 tonnes of broken totes, resulting a ‘Recycling Recovery Unit’ facility to
in the manufacture of 10,000 replacement expand take-back and recycling capability.
products from recyclate. – Publish our Group-specific outputs from
– The Group became one of the founding signatories WRAP 2030 workstream groups, including
to the WRAP Textiles 2030. Our first module was retail ‘take-back trials’.
‘Circular Economy in Business’ giving focus to our – Enhance customer environmental education
future business strategy. by providing additional guidance on recycling
and reuse.

62 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Environmental – Greenhouse Gas (GHG) Emission Data

The Group uses and reports on Key Performance Indicators – Accordingly, the Group can report the figures below,
for energy usage. During the last year: calculated based on GHG Protocol Corporate Standard
using emissions factors from UK government conversion
– The Group has engaged the services of a leading third
factor guidance.
party audit and certification body to audit and verify our
– The emissions reported correspond with our financial
Greenhouse Gas (GHG) submissions (in accordance with
year and reflect emissions from the leased and controlled

Governance
ISO 14064-3 standards).
assets for which the Group is responsible.

2021/22 Tonnes 2020/21 Tonnes


Emissions Source: CO 2 e Equivalent CO 2 e Equivalent
Scope 1 (Purchased fuels) 7,461 6,575
Scope 2 (Electricity) Location based 70,403 48,973
Scope 2 (Electricity) Market based 36,547 30,072
Scope 3 (All emissions) 4,458,224 4,145,393
Additional information: Our UK volumes of Scope 1 emissions are 1,425 tonnes CO 2 e. Scope 2 Location-based emissions
19,055 tonnes CO 2 e and Scope 2 Market-based emissions 714 tonnes CO 2 e.
– Reporting boundaries for 2021/2022 (aggregated facilities figure). This Scope 3 emissions category has not been
under operational control) include UK, Australia, Austria, included in our Scope 3 boundary for our SBTi submission.
Belgium, Canada, Denmark, Finland, France, Germany, – Fugitive emissions are not included in the above as they are

Financial Statements
Ireland, Italy, the Netherlands, Malaysia, Portugal, Singapore, a de-minimis category.
South Korea, Spain, Sweden, Thailand & the US. We have – The above figures for 2020/21 have been updated to reflect
also included the acquisition of MIG which took place during our 2021 CDP submission verified by our third party auditor.
the year and includes the territories of Bulgaria, Czech – Whilst not a mandatory disclosure, the Group remains
Republic, Estonia, Germany, Hungary, Latvia, Lithuania, committed to presenting data appertaining to energy
Poland, Romania and Slovakia. usage and carbon footprint. After improving our reporting
– In line with the GHG protocol on dual reporting, we mechanisms, the Group is now able to provide its full actual
have disclosed both market and location-based emissions UK and international energy usage (kWh measurement) and
for purchased electricity in 2020/21 and 2021/22. carbon footprint.
– Scope 3 emissions data is calculated via a screening – The easing of COVID-19 lockdown restrictions and
exercise using the Quantis financial input-output model and further acquisitions has caused an increase in our energy
excludes emissions from ‘use of sold product’ as this is an consumption data and emissions versus the previous
optional category for GHG accounting (compared to the financial year. Due to the impact of the restrictions, year-
data reported in 2021 when emissions for ‘use of sold on-year comparisons do not accurately reflect the Group’s

Group Information
products’ has been included in the final Scope 3 reported efforts to reduce energy use on a like-for-like basis.

2022 2022 2022


(UK & ROI) (Int) (Total)
Energy Usage – Electricity (kWh) 97,988,977 144,440,342 242,429,319
Energy Usage – Natural Gas (kWh) 22,276,701 41,475,393 63,752,094
Total Energy Use (kWh) 120,265,678 185,915,735 306,181,413
Carbon Emissions Location Based (Tonnes CO 2 e) 22,262 55,602 77,864
Carbon Emissions Market Based (Tonnes CO 2 e) 4,440 39,568 44,008
Intensity metric: Market based emissions (kgCO 2 e/m2) 5.6 49.8 27.6
Within the UK & Republic of Ireland, the equivalent for 2020/21 energy usage: Electricity (kWh) 71,254,598, Natural Gas (kWh)
14,184,165. Total energy use (kWh) 85,438,763.
– As required under UK SECR legislation, we now apply an intensity Europe Worldwide
factor to GHG emissions expressed in kilograms CO2e per metre
squared. To show our progress in decarbonising our operations
we are now using Market based emissions kgCO2e per sqm as our
intensity metric. The Location based approach does not allow us to
account for the emissions reductions due to renewable electricity
element. Our Market based comparative for 2020/21 emissions
kgCO2e per sqm was 9.4 (UK/ROI), 49.5 (Int) and 28.1 (Total).
– The above data also includes recent acquisitions of MIG in Europe
and Shoe Palace and DTLR in the US.
– The renewables split is calculated based on the total usage of Renewable Renewable
renewable energy supply as a % of the total electricity supply for sourced energy 91% sourced energy 61%
the region for our directly controlled operations. At this moment Non renewable 9% Non renewable 39%
we have excluded MIG from this European calculation as we don’t
have full operational control over their energy sourcing.

JD Sports Fashion Plc Annual Report and Accounts 2022 63


ESG CONTINUED
ENVIRONMENT CONTINUED

s e c t o r In 2020 we reviewed our own supply chain to identify how we


e m i s s i o n d a t a can encourage sustainable behaviour across our supply tiers
Industry data highlighted the need to accelerate to further reduce carbon emissions, encourage increased
decarbonisation in line with the 2016 Paris Climate stewardship of water, whilst ensuring safe chemical practices.
Agreement and 2018 Intergovernmental Panel on In 2021 (post COP26) we developed a supplier survey relating
Climate Change (‘IPCC’) report. McKinsey & Company to carbon, water and waste. This survey incorporated responses
and the Global Fashion Agenda described further targets from the JD and Outdoor Group private label suppliers. This
within the ‘Fashion on Climate’ report. The report identified will enable us to develop a sustainable road map across our
that the wider fashion industry needed to reduce annual supply chain giving focus to emission-reduction opportunities.
emissions by 1.1 billion tonnes (50%) within the next decade
Our supplier survey responses demonstrated partial
to remain on course to achieve the 1.5°C global temperature
alignment to COP26 global targets, which highlights
increase limit required to restrict global warming. The
territory-specific infrastructure constraints. By continuing
largest carbon emission impact (identified in the chart
close engagement with established sourcing partners, we
below) is the production, processing and garment
aim to achieve emission reduction progress, whether via
manufacturing stages of the supply chain cycle.
energy source or process change.

Annual Greenhouse Gas Emissions of Apparel & Footwear

40%
% of total Industry emissions

30%

20%

10%

0%
Material Yarn Fabric Wet Cut, Make, Transport Retail Product End of
Production Preparation Preparation Processes Trim Use Life

Source: McKinsey & Co

TIER 4 TIER 3 TIER 2 TIER 1 TIER 0


Raw material Raw material Material Finished Office, retail,
extraction processing production production distribution
assembly centres
Cultivation and extraction Processing of raw materials Production of Assembly and Corporate real
of raw materials from the into yarn and other materials (e.g. fabric, manufacturing estate not involved in
earth, plants or animals. intermediate products. trims) that go directly of final products. production process.
into finished product.

ILLUSTRATIVE ACTIVITIES FOR APPAREL AND FOOTWEAR


– Bottle recycling (for – Yarn production – Knitting and – Cutting, sewing, – Business travel and
recycled polyester) (extrusion, weaving textiles stitching, embroidery employee commuting
– Conversion of oil/gas spinning, etc.) – Fabric bleaching, – Screen printing
into polymers – Production of dyes, dyeing, finishing, – Stock fitting and
– Cultivation of cotton, inks, adhesives, washing lasting for footwear
wood and natural resin, etc.) – Production of footwear – Product packaging
rubber products – Conversion of wood mid and outer sole
– Cattle grazing products into pulp components (extrusion,
– Leather preparation moulding, vulcanization)
(including tanning)

Source: Sciencebasedtargets.org

64 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Environmental – Water Stewardship and Biodiversity

Background Water Stewardship – Group Stores and Sites


The growth and extraction of raw materials (including The largest source of water usage within our site estate
cotton) utilises high volumes of water. Accordingly, by is via our Gyms sites. Within the period, the use of new
the Group adopting improved sustainable practices and tap and shower specifications delivered a water reduction
design principles, the environmental impact of our product of over 60%.
manufacture decreases. The Group can demonstrate

Governance
Across all stores and sites, our proactive use of data and
verifiable evidence of reduced water usage and removal
trend analysis delivered water savings of over 7.5 million
of pesticides from the supply chain. Both measures have
litres versus the prior reporting period.
a direct, positive impact on farmers and local communities.
Biodiversity
By using recycled polyester (versus virgin polyester),
For private label footwear and accessories brands we
additional sustainability benefits are delivered, including
provide and monitor a Supplier Manual incorporating
reduced carbon emissions associated with the products.
policies ranging from reducing environmental impact
Water Stewardship – Branded Suppliers to prevention of modern slavery.
As outlined on page 54, the global scale and visibility of our
The Supplier Manual includes mandatory standards
major third-party brands ensures high standards on all key
for compliance with REACH (Registration, Evaluation
environmental categories. This includes water stewardship
& Authorisation of Chemicals). For manufactured goods
and biodiversity, as evidenced by the CDP scores (on Water
using leather, the Group requires our suppliers to have
Security) for our largest brands.
signed, and adhere to the Leather Working Group

Financial Statements
Water Stewardship – Private Label Manufacture (‘LWG’) standards.
Within our private label supply chain, the highest volume
Key Metrics and Targets
usage of water occurs during the manufacture of products.
In the most recent reporting period, the Group has
The Group is proactively reducing water usage:
demonstrated progress via:
– Since joining ‘Better Cotton’ in 2020 (formerly known
– Retaining our CDP ‘Water Stewardship’ ‘B’ grade,
as the ‘Better Cotton Initiative’) our sourcing of private
delivering A-grade performance in four categories.
label products using ‘Better Cotton’ has delivered water
– Reduced usage of virgin polyester.
savings of over 1.3 billion litres.
– Increased usage of ‘Better Cotton’ to over 98% in private
– Our membership of WRAP Textiles 2030, and associated
label product, supporting: 1) farmer training on water
30% water usage reduction targets.
reduction and economic irrigation and 2) receipt and
– Our use of the WWF Water Risk Filter, allowing more
payment of fair wages to farm workers.
transparent and data-driven identification of water-
– Continuing our ‘Sustainability flag’ assessment process

Group Information
related risks.
for the Group’s private label manufactured garments
ensuring private label products (and suppliers) are
reviewed against environmental compliance criteria.
Further details can be found on our corporate website
www.jdplc.com.

BCI Better Cotton Initiative

We are proud members of Better Cotton. Better 1.1 million


garments
Cotton trains farmers to use water efficiently, care
for soil health and natural habitats and reduce the 2,724
Tonnes

use of the most harmful pesticides. 1 Billion


98.5% €449,000
Additional
Litres of
water
675KG
of pesticides
profit*

We are committed to increasing the amount of Better


Cotton in our private label manufacturing. Over 98% ofOfourour cotton
cotton offering
is now made using
offering is
Thanks to
our sourcing
Were saved thanks
to our sourcing
of better cotton
has been sourced
Were avoided
thanks to
With the JD
private label have
Better Cotton

of our cotton in private label production is now sourced now made using
Time period from
better cotton
January 1st 2021 –
better cotton better cotton since joining BCI our sourcing
better cotton
been made using
recycled polyester
through Better Cotton. Since joining Better Cotton
December 31st 2021
with a minimum
percentage of 30%
in 2020 and sourcing better cotton, our private
labels have contributed to: * BCI Farmers experience profit increases for a variety of reasons,
most commonly due to increased yields and/or optimised use of
inputs (such as irrigation water, pesticides or synthetic fertiliser)
Time period from January 1st 2021 – December 31st 2021

JD Sports Fashion Plc Annual Report and Accounts 2022 65


ESG CONTINUED
ENVIRONMENT CONTINUED

Environmental – Resource Management

There is ongoing public and media scrutiny and debate on plastic (and other packaging materials). Accordingly, the
Group has continued to improve its ‘resource management’ performance across several areas of our directly-controlled
operations as detailed below:

Resource Objective 2021/22 Progress 2022/23 Objective

Retail packaging We now have moved from 50% to 70% recycled content Evidence transition of non-UK packaging suppliers
and materials within our JD flexi-loop bags. to 100% renewable energy usage, during product
Increasing recycled manufacture (supporting the United Nations ‘Race
We lobbied key packaging suppliers to move to
content within retail to Zero’ initiative).
renewable energy tariffs, where possible.
packaging and
Demonstrate that new capital investment
consumables. Paper and till rolls are fully FSC certified and our store
projects have incorporated site level re-use
bin liners are 100% recycled plastic.
and recycling solutions.
GO Outdoors membership cards are now bio-degradable.

Eliminate waste Our largest directly-controlled facility (Kingsway Achieve ‘Zero waste to landfill’ accreditation for
to landfill Distribution Centre) achieved certified ‘Zero waste both our Kingsway Distribution Centre and Head
to landfill’ accreditation in 2020/21 and 2021/22. Office sites.

Recycle and re-use To maximise waste diversion from landfill, we diverted Maintain landfill diversion of at least 98.5% and target
Increase the re-use 98.8% (2021: 98.8%) of our waste. 99%+ (subject to regulation changes).
and recycling of
‘Circular economy’ development continued by increasing Demonstrate further circular economy infrastructure
more products and
recyclable waste streams within directly controlled within our own retail operations via investment in
develop circular
operations. We reprocessed and reused assets including recycling and recovery facilities at key locations.
economy solutions.
radios, mannequins, staff uniforms and container units.

Office furniture – over seven tonnes recycled and


diverted from landfill.

Card recycling and The Group continues to remove card and plastic at Expand from our existing card and plastic recycling
plastic recycling the earliest possible source (via Kingsway Distribution capability to incorporate more waste streams at
To increase our Centre). During the year, the amount of cardboard existing and new distribution centres.
recycling volumes recycled increased by 9% to 5,643 tonnes. Less plastic
Trial solutions to re-use waste streams within new
specifically for is used during site operations with 40 tonnes of
products, providing evidence of trial results.
card and plastic. material recycled.
We have a target for our new warehouse boxes to
We completed a review of our warehouse boxes
reduce storage and transport by over 1,800 pallets.
specification which now has 100% recycled card content.

E-Commerce By using recycled plastic material for our online item Complete a packaging supply and specification
packaging packaging we achieved an equivalent embodied carbon review for our new distribution sites, ensuring
Increase recycled saving of 490t CO 2 e within the period. Our e-commerce compliance to 2022 UK plastic tax legislation.
content, improve boxes are made from 100% recycled card.
Identify automated solutions to deliver a potential
re-use messaging
New customer messaging on re-use has been introduced 15% reduction to site level packaging.
and reduce
across additional packaging for online sales.
packaging
volume per sale. Almost nine tonnes of labelling removed for
e-commerce deliveries.

Private label Achieved 100% FSC/recycled paper packaging Our goal is for all private label components to
packaging (including swing tags and tissue paper). be 100% sustainable by 2024 (see Production
Maximise sustainable Component table).
Our barcodes are now FSC accredited and APEO free.
materials – ticketing
We plan to achieve 100% recycled plastic content
and packaging.
for our garment poly bags by Q4 2022.

Support for United


Nations SDGs

66 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Charitable Donation of Plastic Bag Levy Income s u s t a i n a b i l i t y
i n p r i va t e l a b e l
To encourage customer consideration of the necessity
m a n u f a c t u r i n g
of bag use, the Group voluntarily charges for the
Textiles 2030 – Support, Objectives and Deliverables
use/sale of drawstring-bags. Where local authorities
The Group is proud to have become a member of the
permit the donation of bag-levy income, the Group
Textiles 2030 initiative. The Group has also joined the
donates all proceeds from carrier bag charges in the
advisory group for this initiative. Textiles 2030 is part
UK to the JD Foundation.

Governance
of a worldwide initiative, led by Waste and Resources
The Group does not offset any production or ‘administrative’ Action Programme (‘WRAP’).
costs from its bag-levy income, and accordingly 100% of
The primary Textiles 2030 objective is to reduce the
proceeds (net of VAT) are received by the JD Foundation
environmental impact of clothing across the globe, with
for annual distribution as follows:
particular focus on reducing carbon emissions (by 50%)
– England £0.525 million and Wales £0.02 million received and water usage (30%).
in the period to 29 January 2022. During the period, 12.5%
The four Textiles 2030 modules supported by our
of the funds were passed to Mountain Rescue in England
Sourcing and Development teams are:
and Wales with the remaining 87.5% donated to other
charitable causes in accordance with the objects of the – Circular business models/in-use & disposal.
JD Foundation. – Raw materials & processing improvements.
– Scotland £0.05 million received in the period to – Citizen behaviour.
29 January 2022. During the period, 12.5% of the funds – Circular design.

Financial Statements
were passed to Scottish Mountain Rescue with the
Participation in Textiles 2030 has supported delivery of:
remaining 87.5% donated to other charitable causes
in accordance with the objects of the JD Foundation. – Multi-fascia collaboration on circular business
models and customer awareness initiatives.
For further details about how the JD Foundation uses
– Group awareness and compliance with
these donations see page 82.
environmental standards.
– Organisational environmental awareness, further
supported by our #IAMSUSTAINABLE training.

Reports on these modules will be showcased on our


corporate website as they are completed throughout 2022.

Environmental Management Process and Auditing


Ethical sourcing and transparency (relating to supply

Group Information
chain and processes) remains of paramount importance
to the Group.

Our private label supply chain information is disclosed


via our corporate site, including key sourcing territories,
audit status and gender split data.

In support of our Textiles 2030 commitments, collation


of environmental data and research has commenced
with scope to be extended to the lower tiers of our
private label supply chain, mills and dye houses.

This allowed us to develop a comprehensive Environmental


Management Process (‘EMP’) to increase transparency
of accreditations and practices within our supply chain,
whilst better understanding territory-specific challenges.

By using enhanced data and disclosures, we continue


to improve raw material processing so as to mitigate
risk, improve worker welfare, and reduce environmental
impacts (such as waste water impact).

Environmental audits have been completed by third party


specialists within the period. The results and ‘cause and
effect’ of these audits have aided development of the
in-house grading system we use as part of our EMP.

Our ambition is to ensure that our EMP reaches the


standards of external, specialist audits.

JD Sports Fashion Plc Annual Report and Accounts 2022 67


ESG CONTINUED
ENVIRONMENT CONTINUED

Environmental Management – Lower Tiers Product Manufacturing Process


The Group presently contracts fully-factored garments Achieving genuinely ‘more sustainable’ products is not a cost
and does not have direct relationships with the lower neutral process. Material supply, demand and global market
tiers of our supply chain. conditions must be assessed at the outset of the process.

Our ambition is to utilise our supply chain knowledge The key factors impacting sustainable product manufacture
and incorporate sustainable processes (including are: Availability, affordability, aesthetics and performance.
finishes at dye house level) into private label product
Our designers and product team constantly review materials
development processes.
and fabrics with improved sustainability credentials. We utilise
Such improvements include the reduction of innovative solutions such as recycled wadding and recycled
carbon emissions and water usage associated with polyester (by %) to achieve more sustainable outcomes
the manufacture of private label end garments. without impacting product quality or performance wherever
possible although it is not always feasible for each private label
brand and every product to use verified sustainable fabrics.

In all products, we ensure that all packaging and point of


sale materials are made from recycled materials and are
subsequently recyclable.

SUSTAINABLE PRODUCT MAPPING


Reach Pu-non

Bio Leather

Pineapple Leather-pinetex
Waterbase
Non-toxic

CO M P O N E N TS + CONSIDERATIONS
Vegan:

Apple Leather
Toxic
Polyester

Cotton

Cotton

Cotton
GRS

Corylon
Other

Orange Fibre
Econyl RDS Down
Wadding

Tencel
Leather

Fishing Nets
Recycled

Recycled Polyfill Bio Wash


Organic

Sea Qual Lyocell


BCI

Ocean Plastic Naia-wood Pulp


Amni Soul – Biodegradable Nylon
K N I TS / WOV E N S OT H E R

Water Base Prints


Faux Fur FUR FA B R I C S B AC K N E C K
Recycled Plastic Aglets Recycled Polyester
Cords – Recycled Polyester D R AWCO R DS
/AG L E TS Recycled Polyester
Remove Aglets + CARE LABELS
Care Labels
Tie Drawcords
Natural
Recycled Polyester/Nylon LABELS (Stone, Straw
TRIMS
Recycled Rayon TA P E S And Bamboo)
Bamboo Paper FSC Recycled
Stitched Eyelets Paper
E Y E L E TS
H A N GTAG String BCI String
Recycled Plastic
Recycled
Paper Waste Prints Poly Ribbon
P.E.T Waste Plastic/ B U T TO N S E M B R O I D E RY Water Based
Plant Materials Other
Embossed
Shell ST I TC H
FAST E N I N G S Recycled
Recycled Polyester
Tape ZIPS
Polyester Thread

CO N ST R U C T I O N
Recycled POPPERS
Plastic Mono Materials
Plastic / R I V E TS
A P P L I C AT I O N S
Remove 100% Fabrics All Components on
Are Recyclable Garment Must Be
100% of the Same
GLITTER DY E S COAT I N G S P R I N TS Fibre Composition

Biodegradable Dry Dye Non Recyclable Algae Water Based


Glitter Waterless Only To Be Used
PROPERTY OF JD SPORTS FASHION PLC For Longevity

68 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Product Governance – Zero Discharge of Hazardous RSL audits are undertaken via seasonal due diligence
Chemicals (‘ZDHC’) testing on items assessed as potentially containing
The Group is predominantly a supplier of third-party substances of high concern. Working with third party
brands. Over 88% of our product sales is from brand experts, we incorporate legislation and scientific updates
partners formally recognised as ‘contributors’ to to our approach to testing, ensuring that products do
the ZDHC initiative and corresponding standards. not exceed the parts per measure limits specified within
The remaining balance of our suppliers comply with the legislative and/or regulatory scope.

Governance
alternative, high-standard measures to reduce the
Product Safety Legislation Compliance
use and impact of harmful substances in the apparel
Our Product and Design Development teams are committed
and supply chain, such as the Apparel and Footwear
to providing safe, compliant products that conform and
International RSL Management Group (‘AFIRM’).
perform to high standards via:
Restricted Substances List (‘RSL’)
– Training supported by third-party subject experts.
The Group operates a zero-tolerance policy on restricted
– Sourcing in compliance with all product safety updates,
substances to ensure our products remain safe and do
including regular regional and global legislation changes.
not contain any hazardous or restricted substances. It is
– Identifying and removing product risks at design stage,
mandated that our Tier 1 suppliers (producing finished
ensuring achievement of specific safety standards
goods) follow a product testing matrix, with support from
relating to products for children.
our nominated, specialist support supplier. Our testing
– Using safe, functional and fit for purpose materials
matrix encompasses the most recent AFIRM RSL.
and products, such as APEO-free adhesives.

Financial Statements
Product Component Table Private Label Sustainable Volumes 2021/22
This table illustrates the conversion of the components This diagram illustrates sustainable materials used
used in the manufacture of the product to sustainable in a garment (at a minimum of 30%). Our progress
materials by percentage across the private label ranges. is tracked by overall garment order volumes.

Each layer of the pyramid shows the percentage achieved


of each component type. Our target metric is for all
components to be 100% sustainable by 2024.

Men’s
Care labels

Group Information
100%

Barcodes
100%
75% 25%
Swing tags
Women’s
100%

Labels
100%
83% 17%
Thread Junior and infant’s
0%

Polyester
32% 79% 21%
Cotton
98.5%
Sustainable
Linings % waddings Percentage of the total order values which has been sourced from
83.5% a sustainable source such as recycled Better Cotton etc.
Non-sustainable
Fastenings
Percentage of the total order values which are currently not from
0%
a sustainable source. These areas are high priority to become
Plastic packaging sustainable going forward.
In progress 2022

Sustainable
Components in the production process which are sourced from
a sustainable source such as recycled BCI Cotton etc.
Non-sustainable
Components in the production process which are currently not
from a sustainable source. These areas are high priority to become
sustainable going forward.

JD Sports Fashion Plc Annual Report and Accounts 2022 69


ESG CONTINUED
ENVIRONMENT CONTINUED

Circular Economy – Keeping Products and Materials in Use

The Group has developed a supply chain to support the 3. Carbon Resources (Camping Resources) Ltd
environment by keeping products and materials in use Supporting our Outdoor businesses, Carbon Resources
for as long as possible. We understand that this is not a specialises in the refurbishment and repair of tents and
completely ‘circular’ design, but extending product life is a equipment, giving products an extended life. The quality
key stage of the journey to circularity. Extending product of repairs offered ensures ongoing durability for years
life contributes to the reduction of emissions via both reducing beyond the original repair, keeping products and materials
manufacture of new products, and by encouraging re-use in use, and reducing the carbon footprint associated with
and responsible end of product life decisions. new manufacture.

Despite our design improvement progression, changing The graph (below) demonstrates the recent volumes
customer tastes and requirements mean that it is not of products given an ‘extended life’ via these outlets.
possible to completely eliminate returned stock.
No of units
To enable circular economy improvements, it was
Sole
vital to identify market place outlets able to align to our Responsibility 49,547
waste-elimination principles within their own businesses. Carbon Resources 7,298
This ensures compliance throughout the supply chain, Africa Shoes 46,435

benefits end customers and enables the suppliers to


make their own, direct contribution towards the United
Nations ‘Sustainable Development Goals’ (UN SDGs).

A summary of three of our suppliers supporting our goal


to ‘keep products and materials in use’ is provided below.
Through ongoing collaboration, we have achieved this goal, Retailers and brands need to make a proactive contribution
whilst reducing waste, and supporting four of the UN SDGs. to reducing the impact of fashion on climate change.
1. Africa Shoes Customer education and support also plays an integral
Africa Shoes has been exporting branded second-hand and role to achieve improvements.
safe basic-fault products to Africa and other outlets around We believe that consumers have a stronger understanding
the world since 1990. This type of stock has historically of the impact of their product choices (purchases and end
been ‘discarded’ by other retailers. Whilst Africa Shoes sells of life decisions) than ever before.
product globally, the preferred destination for the majority
of our stock is markets within selected regions of Africa. With this in mind, our online team has developed a
Small, local vendors are able to access re-saleable stock sustainability section on our consumer site to remind and
at heavily discounted prices enabling them to make a profit further educate our customers on ‘conscious choices’ .
and contribute towards their local economy.

2. Sole Responsibility
Sole Responsibility specialises in the resale of clothing and
footwear diverted from landfill to consumers, thus giving
the ‘seconds’ a ‘second chance’ and keeping products and
materials in use.

Skip a wash Care label Pass it on Re-use Repair Recycle

Skip a wash Care label

On average a washing machine uses 105 litres of water per wash. JD private label products have clear wash care
By reducing the amount you wash your products your products instructions which help to save energy and
you will reduce water usage and your clothes will last longer. maintain the quality of the garments.

70 JD Sports Fashion Plc Annual Report and Accounts 2022


ESG CONTINUED

Strategic Report
ETHICAL SOURCING
The JD Ethical Code of Practice (‘Code’) establishes the procedure for protecting workers and
providing assurance that our private label products are manufactured within safe and fair conditions.
The Code forms part of the contract with us. The people working for our suppliers are to be treated
with respect, and their health and safety and basic human rights must be protected and promoted.
The Code follows the International Labour Organization minimum standards and the full form of the

Governance
Code can be found on our corporate website at www.jdplc.com.

j d code of pr actice : Living wages are paid in line with local laws
m inim u m s ta n da r d s and for a standard working week, overtime
Employment is freely chosen – there must be no forced must be paid at premium rate
labour, bonded or involuntary The organisation shall respect the right of personnel to a
The organisation shall not engage in or support the use living wage and ensure that wages for a normal work week,
of forced or compulsory labour, including prison labour and not including overtime, shall always meet at least legal or
shall not retain original identification papers. No personnel industry minimum standards, or collective bargaining
shall be required to pay deposits to the organisation at agreements (where applicable). Wages shall be sufficient
any time during or prior to commencing employment. to meet the basic needs of personnel and to provide some
discretionary income. The organisation shall not make
Freedom of Association and the right to collective
deductions from wages for disciplinary purposes.

Financial Statements
bargaining must be respected
All personnel should have the right to form, join and Working hours must not be excessive and must be voluntary
organise trade unions and to bargain collectively on The organisation shall comply with applicable laws, collective
their behalf with the organisation. Where these rights bargaining agreements (where applicable) and industry
are restricted under local laws the organisation shall standards on working hours, breaks and public holidays.
allow workers to freely elect their own representatives. The normal work week, not including overtime, shall be
defined by law but shall not exceed 48 hours. Personnel
Workers conditions are safe and hygienic
shall be provided with at least one day off following every
The organisation shall establish documented procedures
six consecutive days of working.
to detect, prevent, minimise and eliminate potential risks
to the health and safety of personnel. The organisation No discrimination
shall maintain written records of all health and safety The organisation shall not engage in or support discrimination
incidents that occur in the workplace and in dormitories in hiring, remuneration, access to training, promotion, termination
provided by the organisation, whether it owns, leases or retirement based on; race, national or territorial or social

Group Information
or contracts dormitories from a service provider. origin, caste, birth, religion, disability, gender, sexual orientation,
family responsibilities, marital status, union membership,
The organisation shall provide, for use by all personnel, free
political opinions, age or any other condition that could
access to clean toilet facilities, potable water, suitable spaces
give rise to discrimination. The organisation shall not allow
for meal breaks and, where applicable, sanitary facilities for
any behaviour that is threatening, abusive or exploitative,
food storage.
including gestures, language and physical contact, in the
Child labour shall not be used workplace and in all property provided by the organisation,
The organisation shall establish, document, maintain whether it owns, leases or contracts the residences or
and effectively communicate to personnel and approved property from a service provider.
subcontractors, written policies and procedures for
Regular employment is provided
remediation of child labourers and shall provide adequate
Obligations to employees under labour or social security
financial and other support to enable such children to
laws and regulations arising from the regular employment
attend and remain in school until no longer a child.
relationship shall not be avoided through the use of labour-only
The organisation may employ young workers, but contracting, sub-contracting, or home-working arrangements,
where such young workers are subject to compulsory or through apprenticeship schemes where there is no real intent
education laws, they shall work only outside of school to impart skills or provide regular employment, nor shall any
hours. Under no circumstances shall any young worker’s such obligations be avoided through the excessive use of
school, work and transportation time exceed a combined fixed-term contracts of employment.
total of 10 hours per day, and in no case shall young
No harsh or inhumane treatment is tolerated
workers work more than 8 hours a day. Young workers
Physical abuse or discipline, the threat of physical abuse,
may not work during night hours.
sexual or other harassment and verbal abuse or other forms
of intimidation shall be prohibited.

JD Sports Fashion Plc Annual Report and Accounts 2022 71


ESG CONTINUED
ETHICAL SOURCING CONTINUED

The health & safety of workers is paramount We acknowledge that the change required cannot
in all areas of our business, direct or otherwise. be enacted in one phase. We started to evaluate
The Group continues to review its policies on our suppliers by reviewing our factory workers
ethical sourcing on a regular basis. We continuously earnings in our own Tier 1 supply chain. We are
assess factory ethical and quality management working to find ways to encourage reward for
and work with our suppliers to improve conditions workers for the increased private label business
in the factories within our supply chain. that results from consolidation of the supply base
and to instil the principle that every worker has
The Group recognises, especially in the wake of
the right to fair compensation.
the COVID-19 pandemic and subsequent rising
raw material costs, that brands and retailers need An analysis of the factories included in our
to do more to address gross deficiencies in wage JD and Outdoor supply chain showed that:
and other forms of compensation for workers in
– 54% of our factories pay more than 5%
their supply chain. Further, paying a living wage
over the local national minimum wage
creates an economy that works for everyone and
to their workers.
leads to increased worker morale, worker health
– Just under half of our factories pay their
and improved quality of service.
workers more than 10% over the local
As a Group we define the living wage by using the national minimum wage.
Global Living Wage Coalition. This definition seeks – 32% of our factories pay more than
to ensure that workers can afford decent housing, 20% over local national minimum wages.
meet the basic needs of themselves and their – Almost 25% of our factories are paying
families, and accumulate some savings, all without over the local living wage (91% of these
working overtime. are based in China).

Top Five Countries Paying % The number of suppliers paying


Above National Minimum Wage % over National Minimum Wage
The graph below shows the top five countries in
our supply chain paying above National Minimum
Wage (and the % above NMW that is paid).
117
29% 28% 20 36 82
0-4% 5-9% 10-19% 20+%

19% 18% The number of suppliers paying


% over local living wage

7% 19
14 13 12
Cambodia
Myanmar
Sri Lanka

China
India

0-4% 5-9% 10-19% 20+%

72 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
m o d e r n s l av e r y a u d i t s t a t u s
The Group recognises that human rights are 2 0 2 2 v s . 2 0 2 1
fundamental principles which allow an individual The protection of those workers in our supply
to lead a dignified and independent life, free chain is paramount and we will continue to
from abuse and violations. We will not tolerate, have zero tolerance to critical issues identified
nor will we condone, abuse of human rights by Group personnel or third party auditors,
within any part of our business or supply chain. from physical working environment concerns

Governance
The Group is committed to complying with the through to anything that impacts workers or
applicable laws and regulations in all of the causes hardship or harm. The factories used by
territories in which we operate. We will conduct the Group are audited by accredited third party,
ourselves with professionalism, honesty and specialist assessment and audit suppliers, as
integrity whilst working with our suppliers and shown in the graph below. Of the remaining 15.8%
third-parties to ensure our high ethical standards of factories where an audit has not taken place,
are maintained. 3.2% did not require an audit due to the low level
of spend or where 2021/22 was the first year that
The target for the Group during 2020/21 and
the Group has worked with these factories and
2021/22 was to evaluate the living wage. As our
12.6% were delayed due to restrictions arising
private label manufacturing is relatively small,
from the COVID-19 pandemic.
and can be difficult to influence, it was important
to build better partnerships with our supply

Financial Statements
base to encourage participation in working
towards a living wage and other forms of
compensation for workers in their supply chain.

The graphs on page 72 show the results Audit status last year vs this year
of our initial evaluation of the factories within Audit Required
our supply chain used by the JD and Outdoor
fascias against the local living wage and/or
the National Minimum Wage.

s u p p ly c h a i n
2022

2021
12.6
We have continued to map our supply chain
to 4th Tier this year. This exercise requires
continual engagement with our partners as the
16.8

Group Information
manufacturing chains beyond 1st Tier will often 2021
change due to demand and capacity. As a supplier
of fully factored garments, our partnership did
not extend to mills and dye houses historically
although we recognise the need to develop 3rd Party Audit in date
these relationships further.

Our supply chain by tier:

1st Tier = CMT Site (Factory)


2022
84.2
2nd Tier = Mill
3rd Tier
4th Tier
= Dye House
= Print House
2021
77.0
Summary of partners in the calendar year
2021 vs 2020: No Audit Required
2021 2020

191 Agents
536 factories
176 Agents
496 factories
2022
3.2
19 Sourcing countries 21 Sourcing countries

2021
6.2
JD Sports Fashion Plc Annual Report and Accounts 2022 73
ESG CONTINUED
ETHICAL SOURCING CONTINUED

s o u r c i n g
o f p r o d u c t Private Label Product Sourcing 2021/22 (£m)
During 2020/21 we saw a decrease in our audit
percentage to 77.0% against previous years Turkey UK Egypt
where we typically maintained a threshold of at 8.6 1.8 1.5

least 85.0%. This was due to the inclusion of our Other


Sri Lanka 2.0
Iberian subsidiaries, Sprinter and Sports Zone, 1.3
in the Group audit strategy which involved Portugal Bangladesh

19.9
assessing their supply chain in its entirety and 2.7
Pakistan China
evaluating the audit detail. In 2021/22, we achieved Myanmar
an audit percentage of 84.2% against our target
of ensuring at least 85.0% of our third party audits
3.4

Indonesia
2.6
24.6 246.0
are in date which, given that our supply base
India
has increased by 7.4% year on year due to new
acquisitions and commercial private label growth,
shows greater commitment to third party ethical Cambodia
2.1
19.8
audits by our partners.

Our main sourcing regions continue to be Asia,


India, Turkey and Pakistan. The chart on the right
illustrates the sourcing value in Sterling by country
for all entities which source private label products.

Subcontracting is expressly forbidden without


authorisation and verification. The Group regularly
visits the factories that we work with to check
production and standards. This is critical to promote
the importance of longer-term relationships which
we believe is the key to the protection of workers’
rights and working with the factories to achieve
higher standards for workers.

It is the aim of the Group to ensure that all entities


within the Group should comply with our policies.
We will continue to work towards ensuring that
all subsidiaries embed our policies into their
businesses, including those subsidiaries which
have been recently acquired.

74 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
t r a n s p a r e n c y p r i va t e l a b e l
We recognise the need for transparency. We g o v e r n a n c e
are committed to working with our suppliers Reach Compliance
in an open, constructive and transparent manner It is our priority to ensure that our product is safe
and we request that our suppliers apply the same and does not contain any hazardous or restricted
approach to their own supply chain. There is a substances. Suppliers are required to follow the
greater need than ever to make these standards most recent Restricted Substances List issued by

Governance
and management systems part of our suppliers’ the ‘AFIRM Group’ with further details available at
everyday business and for them to be able to https://afirm-group.com.
demonstrate they are meeting this objective.
Our private label team works closely with third-
Our commitment to transparency requires publicly party experts to ensure we are in line with the
available information relating to the suppliers and most up to date legislation and scientific findings.
partners with whom we work, both in the UK and In order to verify the supplier’s compliance with
overseas. This information is published on our this policy we manage an ongoing stringent due
interactive supply chain map and partner list diligence programme that encompasses random
which can be accessed on the corporate website sampling Restricted Substances List (‘RSL’)
at www.jdplc.com. testing conducted by our third-party testing
house ‘Intertek’.
Across the Group, 222 audits have been carried
out and evaluated during the 2021 calendar year. As the Group expands into new territories,

Financial Statements
The full report can be found on our corporate we regularly commission specialist training for
website at www. jdplc.com. Non-compliances all our Product Development team in the local
have been categorised according to issue type, legislation, for example Prop 65 in California.
root cause and severity level and action plans
Product Safety Legislation
have been proposed to the factories to resolve
We are committed to providing safe compliant
and close the issues highlighted in the reports.
products that perform to a high standard.
The closed non-compliances evidence the
Working with third-party experts, we undertake
commitment to improvements and solutions from
regular training to ensure our Product Development
both the compliance team and the factories to
team is up to date on all aspects of product safety
ensure that progress is made and workers have
and compliant with new legislation globally. With
a safe and prosperous environment. Where there
a particular focus on children’s safety standards
are still issues, the work continues to ensure that
we aim to design the risk out of the products at
remedies are implemented, working with the
the earliest stages to provide safe, functional and

Group Information
factories and showing long-term commitment
fit for purpose products.
through rewarding progress.
Product Testing
Our suppliers have online access, directly
through our supplier portal hosted by ‘Intertek’
to all our standards and manuals. They complete
their product testing via this portal to ensure we
can track and verify their compliance. In addition,
we have embraced the new methods available to
assess microfibre shedding, testing all our high-
volume fabrics (IHTM method) with very positive
results indicating very low shedding properties
in all our most popular fabrics. We will continue
to embrace all new developments and testing
advances in this area.

JD Sports Fashion Plc Annual Report and Accounts 2022 75


ESG CONTINUED

OUR PEOPLE
The talented individuals working across the
Group are integral to our continued success,
delivering exceptional results year after year.
Our people are without doubt our most valuable
resource, with over 70,000 colleagues worldwide
at the financial year end. We strive to create a
workplace in which everyone is safe, supported,
respected and has the opportunity to achieve
their full potential.

The strides we have made during the COVID-19


pandemic continued to demonstrate our colleagues’
unwavering commitment to their roles and each
other. In response, our People team has strengthened
and expanded to support employee experience,
focusing on engagement, culture, development
and talent. This is achieved through promoting
inclusivity, social mobility and mutual respect
across the Group.

w e l l b e i n g
Colleague welfare remains a matter of
paramount importance to us, and we want to
help our colleagues to be the best version of
themselves. The dedication and inspiring response
to COVID-19 led to the launch of our Welfare
campaign, concentrating on additional support and
resources available across the Group as follows:

– The number of Welfare Champions within the


Group continues to grow. Members of our
Wellbeing Network receive full training on
appropriate welfare topics developed and
delivered in house, with the opportunity to
attend an accredited Mental Health First Aid
course. Fantastic topics such as ‘Psychological
Safety’, ‘Modern Slavery’ and ‘Personal Happiness’
are also available through a variety of different
media formats.
– We were delighted to partner with Able Futures
in 2021. Able Futures provides colleagues with
a host of resources, including access to health throughout the Group. Heart screening days
care professionals and specialist support. were arranged in 2021 with our charity partners
We also announced a partnership with Salary ‘Cardiac Risk in the Young’ to give colleagues
Finance to assist colleagues’ financial wellbeing. and their family and friends the chance to
This provides colleagues with access to financial check their heart health. Scheduled Online
advice around improving their financial situation Yoga sessions and access to subsidised Gym
and offers responsible financial products and membership is also available. We continue to
education resources. achieve excellence in the areas of Health &
– Colleague welfare is and will continue to be Safety and the protection of our colleagues
a priority for 2022 and beyond. We intend to in their working environment. As members
enhance the size and scope of our Wellbeing of the British Retail consortium, the Group
Network through additional and new resources, was instrumental in obtaining the signature
including an exciting podcast series and of the Home Secretary to the Shopworkers’
interactive group sessions. Protection Pledge, whereby signatories
– The link between mental and physical health pledge to support the legislation necessary
is well established and so, in addition to the to protect retail workers from violence against
support mechanisms in place for colleagues’ shopworkers nationwide.
mental and financial wellbeing, we continue
to promote physical fitness to our colleagues

76 JD Sports Fashion Plc Annual Report and Accounts 2022


GENDER ANALYSIS

Strategic Report
2022 Plc Board Senior Managers* Other employees
The breakdown of the Plc
Board and the Group as a 57% 69% 49%
whole by gender as at the
end of the financial period Total Total Total
ended 29 January 2022 is
as follows: 7 31% 844 72,668
43%
51%
Male 4 Male 586 Male 35,250
Female 3 Female 258 Female 37,418

Governance
2021 Plc Board Senior Managers* Other employees
The breakdown for the
comparative period as 71% 73% 50%
at 30 January 2021, is
set out below: Total Total Total
27%
29% 7 559 60,487
Note: Senior Managers are
defined as persons responsible
for planning, directing or
controlling the activities of a
50%
Group company or companies,
Male 5 Male 409 Male 30,003

Financial Statements
a strategically significant part
of a Group company or Directors Female 2 Female 150 Female 30,484
of subsidiary undertakings.

d i v e r s i t y, e n g a g e m e n t
e q u a l i t y As we invest in our colleagues, we want them to
& i n c l u s i o n continue to invest in us and become enthusiastic
We continue to educate colleagues on the ambassadors for the Group and its values. We
important topics surrounding Equality, Diversity, remain informed of their opinions and challenges
and Inclusion. in order to ensure our resources are directed in
the most effective way to improve our overall
The Group continues to strive to create an
colleague experience.

Group Information
environment where people feel welcome and safe,
where they are treated with dignity and respect The ‘Your Voice’ Colleague Engagement
and where the talent and skills of all colleagues are Programme ensures all Colleagues are provided
valued. As founder members of Diversity in Retail, with an opportunity to feed back on the internal
we encourage this approach both externally and successes and identify areas for improvement.
internally, ensuring where possible that our support of This information is invaluable in shaping and
all areas of society is reflected in our output on social informing on new people initiatives. The programme
media as well as within our culture as a business. includes regular Colleague Feedback surveys which
provide us with an overall engagement score for
Our campaigns on LGBTQ+ Pride, Black History
each sector of the business, measuring colleague
Month (in collaboration with Blueprint for All,
pride and advocacy of the Group as an employer.
one of our JD Foundation charity partners)
and International Days for both women and In addition to these Feedback Surveys, further
men are just a few examples of the messages initiatives took place throughout the year to generate
issued to promote inclusion and raise awareness individual pieces of specific feedback from our
of fairness and equality. Our colleagues are colleagues. In every area of the business, this provides
encouraged to challenge discrimination and bias colleagues with a direct, anonymous line to our central
as a part of their personal and professional lives. functions who can act upon suggestions received.

Our Diversity & Inclusivity champions throughout Engagement forums meet regularly with each other
the business also meet regularly to discuss Equality, to share observations from within the sectors in
Diversity and Inclusion topics, offering insights and which they operate. The forums also regularly meet
lived experiences to contribute to how we can with the Board to discuss these matters and look
continue to ensure the Group is an inclusive employer. at ways to improve the journey of our colleagues.

Following colleague feedback around shaping All of these initiatives have delivered various
a more inclusive, accessible and flexible working additional benefits to colleagues and played a
environment, we have introduced hybrid working key role in ensuring those ideas create and drive
and core working hours where practical. change within the business and shape the future.

JD Sports Fashion Plc Annual Report and Accounts 2022 77


ESG CONTINUED
OUR PEOPLE CONTINUED

c o m m u n i c a t i o n k i c k s ta r t s c h e m e
The delivery of key messages is crucial to ensuring Over 700 people have joined through the Kickstart
our values are received and understood by our programme between April and September 2021
colleagues. Our communications platforms ensure with 15% of these being young people with barriers
that all appropriate channels are utilised for the to employment, such as disabilities, homelessness
dissemination of information throughout the Group. and those leaving the care system.

Our new and improved online interactive magazine Upon completion of their placement, 90% of
supports the visibility of activity across the Group the young people on the Kickstart scheme have
and our community networks, advocating a sense been offered permanent roles within the Group
of belonging. and over 20% will progress onto an apprenticeship
programme. We will continue to see this figure rise
t a l e n t & with the scheme now extended to March 2023.
d e v e l o p m e n t
We have now opened our scheme to include
Attracting and retaining talent remains a priority for
Kickstart placements within JD Gyms and our
the Group and we continually review our brand and
Size? fascia, further increasing the diversity of
our culture to attract and retain the best individuals.
opportunities we can offer to these young people.
Our dedicated Development team produce and
deliver material across the world to our colleagues After the Kickstart scheme completes, we look
on a broad range of subjects, covering operational, forward to supporting and partnering with the
behavioural, leadership and technology. Department for Work & Pensions on further
initiatives including the new ‘Way into Work
We reviewed how candidates apply for roles within
Scheme’ that was launched in March 2022.
the Group with the intention of removing barriers
to application and continuing our commitment and Way into Work is a campaign designed to help
agenda of fairness and inclusivity. Some of the people move back into the world of work and
actions have included removing names, addresses also fill our vacant early careers roles across Retail,
and educational levels from potential candidate Distribution Centres and Head Office by creating
CVs. We have also trialled the removal of CVs for a further pipeline for new talent into the Group.
the Kickstart scheme and some entry level roles We will co-design sector-based work academies
to encourage inexperienced candidates to apply. which the Department for Work & Pensions will
then fund and facilitate with groups of work-ready
In addition to our current one year Graduate
people. These academies will cover skills they will
placement offering, we will also be introducing
need in our roles and also give them employability
a two-year Graduate Programme across several
support pre-interview, so they are fully prepared,
different functional areas. We will also expand
ready and excited about a role with the Group.
our offerings on Traineeships and T-Levels
This will also facilitate a swifter, more agile
complementing the apprenticeship programme.
recruitment process to get our roles seen and
With thousands of courses available, including marketed across large groups of people for either
our industry leading Management and Supervisor permanent roles, work experience or apprenticeship
Development programmes and our extensive early programmes. Ultimately, they will support us with our
career choices, we are proud to encourage and commitment to engage with young people with
provide different pathways for personal and barriers to employment.
professional growth.
c o m m i t m e n t t o
We currently have over 270 apprentices within
o u r c o m m u n i t i e s
the Group and have successfully recruited 40 of
Across 2021, we worked with our JD Foundation
those externally. Our apprenticeship programmes
charity partners and in collaboration with the
are extensive and cover many different functions
Prince’s Trust to provide young people with real-
within our Retail, Distribution Centres and Head
world careers advice and guidance. We created new
Office. Our pipeline for apprentices continues
and engaging content and delivered employability
to grow and we have planned the conversion of
skills workshops, focusing on inspiring and
60% of all entry level roles into apprenticeship
educating young people through our mentorship
programmes by 2023. In 2022 we will launch our
programme. We look forward to continuing this
Women in Engineering apprenticeship programme
great work with our JD Foundation charity
which is designed to drive diversity into this area
partners. This includes our new affiliation with
of the business. Furthermore, we will also launch
the Diane Modahl Sports Foundation, which
a bespoke digital apprenticeship programme
works with young people from disadvantaged
designed to get inexperienced talent into this area,
areas, focusing on access to sport, education
giving them the skills they need and developing
and providing pathways into employment.
them from within the Group.

78 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Governance
The Group aims to attract and retain the best PAUL CLARKE,
talent. The geographical reach of the Group ASSOCIATE DIRECTOR, VM &
provides opportunities for global progression CENTRAL RETAIL OPERATIONS
within all international territories with career “I joined JD in 1996 as a Part-Time Sales
pathways across all levels and specialisms. Assistant. 26 years later, I’m proud to lead
the Central Retail Visual Merchandising
Team and the field Team across 23
Countries. I love what I do but it’s only
possible with the ‘best in class’ team
I have around me.”

Financial Statements
Group Information

GANESH SINVAGULA, SAM DAVIES,


HEAD OF OPERATIONS, RETAIL OPERATIONS MANAGER, APAC
JD HYDERABAD “I have been with the business for 15 years,
“The culture in JD enables me to work having joined as a Weekend Sales Assistant.
collaboratively with various teams and One of my favourite aspects about JD
individuals across different locations is the opportunities that are available.
whilst also feeling part of one global team. Working internationally is something that
I’m fortunate to have a great team and I always wanted to do and JD has given
the immense support of my colleagues me that chance.”
and management at Head Office.”

JD Sports Fashion Plc Annual Report and Accounts 2022 79


ESG CONTINUED

HEALTH AND SAFETY


We are fully committed to continuous health o u r r e s u l t s
and safety improvement across all areas of We can report the following for the year:
the Group and understand that it is the way we
– For the third successive year, the Group has
work and behave that protects our colleagues,
received an award from The Royal Society for the
customers and other stakeholders.
Prevention of Accidents in recognition of our UK
Our Occupational Health provision offers health retail health and safety performance. The Group
checks and support, both physical and mental, was awarded a ‘Commended’ in the Wholesale
for employees and also enables the business to and Retail Industry sector, which is one level
promote healthier lifestyles. The Retail Trust is higher than the Gold award previously achieved.
also a key component of our wellbeing strategy, – Our Kingsway Distribution Centre remained a
providing a free, confidential support service that British Safety Council, five star accredited site.
aids the emotional and financial wellbeing of our – There have been no Local Authority or Fire
people, their families and direct dependants in Authority enforcement notices served in UK
times of need. and the Republic of Ireland during the year.

Our organisational structure defines individual The table below shows the number of enforcement
safety responsibilities and duties to ensure that notices served in the UK and the Republic of
we provide and maintain safe and healthy working Ireland over the 10-year period since 2012 on
conditions, equipment and systems of work for all a calendar year basis:
our colleagues.

We demonstrate this commitment through


Enforcement notices served 2012 – 2021
active leadership, promoting best practice and by
setting specific and measurable targets each year.
Our performance against these targets is reviewed
2012 2
at Board level and reported upon regularly. We
ensure that adequate resource is provided to
enable these targets to be achieved and to ensure
2013 0
the effective management of risk within the Group.

As the Group’s physical store base becomes


more geographically dispersed, the risk of
2014
1
breaches in health and safety standards and
regulations will naturally increase. To mitigate
against this risk, we constantly review the level
2015 1
of resource dedicated to this important area to
ensure that our Health and Safety team has the
necessary personnel and other resources to
2016 0
manage the risk effectively. Breaches of Health
and Safety regulations can happen though,
and where they do, we take appropriate action
and use any breach as a learning opportunity
2017 0
0
to ensure an even greater focus on health
and safety improvement for the benefit of 2018
the public, our customers and our employees.

2019 3
2020 0
2021 0
In 2019 there were three Local Authority or
Fire Authority enforcement notices served.
In each case immediate action was taken to
comply with all requirements and as a result
the notices were withdrawn.

80 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
c o v i d - 1 9
The COVID-19 pandemic presented significant
health and safety challenges. However, we
continue to develop and establish revised
working practices to ensure the safety of
our colleagues, customers and visitors.

Governance
The Health and Safety team assessed the risks
faced by our colleagues, customers and other
visitors as a result of COVID-19. The documented
risk assessments produced for our retail, office
and distribution environments set out the control
measures required to reduce the risk of potential
exposure to the COVID-19 virus. From the initial
risk assessment, the appropriate teams developed
operating procedures, visual messaging, procured
personal protective equipment and hygiene
products appropriate to their area of the business
but following a consistent Group approach.

As guidance has changed, the risk assessments and

Financial Statements
control measures have been updated. This in turn
has informed changes in the procedures of the
teams, ensuring consistency across the Group.
The control measures in place for our retail stores
are published on our customer facing websites.
Those in place for colleagues working in distribution
and office based roles are communicated and
– All UK Group companies with warehousing and
regularly updated through internal channels.
distribution activities receive bi-annual internal
Local authorities have visited our distribution centres, health and safety audits to ensure compliance
stores and gyms on multiple occasions to review the with Group health and safety standards.
control measures that we have implemented.
o u r f o c u s
o u r c o m m i t m e n t Our focus in the coming year will be:

Group Information
Our commitment to continuous health and safety
– To retain the British Safety Council ‘five star’
improvement is demonstrated by:
accreditation for our Kingsway Distribution Centre.
– The further development across our European – To retain the Royal Society for the Prevention
stores of our online induction and training of Accidents Award for our retail health and
programme ensuring every colleague has the safety management.
competence, understanding and awareness – Continued safety management in all our stores
to work safely and at minimum risk. and ensuring no Local Authority or Fire Authority
– Continued health and safety input in all our enforcement notices are served on the Group.
new and refitted stores from the initial design – To further improve the level of compliance with
through to opening. Our health and safety Group standards in every territory.
team conducts its own audit programmes – The further implementation of our health and
to ensure the highest safety standards are safety information, training and record keeping
maintained during the construction phase software across all the European countries in
of all our shop-fit projects. which we operate.
– Continuous review of our policies and – The recruitment of an International Health
processes to ensure best practice in all & Safety Manager who will work with the
areas of our business. During the year International subsidiaries and joint venture
we have reviewed and revised various risk partners to review health and safety procedures
assessments across all areas of the business. and ensure consistency with Group health and
– Our quarterly Group and monthly Distribution safety standards.
Centre health and safety committee meetings
allow colleague engagement in health and
safety, with all colleagues having the
opportunity to raise safety concerns
through their committee representatives.
– Bi-annual health and safety meetings held in all
other European countries in which we operate.

JD Sports Fashion Plc Annual Report and Accounts 2022 81


ESG CONTINUED

THE JD FOUNDATION

CHANGING LIVES,
Core Values
The Foundation’s aim is to ensure that disadvantaged children
and young adults can achieve lasting change in their lives. The
Foundation achieves this aim by staying true to its core values:

SAVING LIVES
The JD Foundation (the ‘Foundation’)
– Creating resilient charities. The Foundation works closely
with its charity partners by providing resource, in addition
to money, to enable them to build a brighter future for
themselves and the young people they support.
– Working together. Building strong partnerships with
its charity partners and providing opportunities for
is a registered charity in the UK founded
networking and joint working wherever possible.
by the JD Group in October 2015. The mission – Always compassionate. Listening to and empathising
of the Foundation is to support disadvantaged with the needs of its charity partners to understand their
young people throughout the UK. challenges and provide the relevant support.
– Making things happen. Ensuring its charity partners are
able to take action quickly when needed.

£4.1m £3.6m
– Young people at heart. The Foundation will continue to
support the younger generation who are at the heart of the
charity and continually strive to create a better future for them.

How the JD Foundation Supports its Partners


The Foundation has delivered on its mission to support
raised since donated so far
organisations tackling disadvantage by offering them
October 2015
funding and support, which has enabled them to provide

19 265k+
support in various ways, examples of which are:

– Providing a safe and inspiring place for thousands of


young people during the pandemic.
– The recruitment and training of volunteers to provide
charity partners hours of support given specialist support for issues such as suicide, bullying,
modern slavery and child exploitation.
– Providing homeless young people with hot meals
The Foundation receives 100% of the net proceeds from
and support to improve mental wellbeing and
the sale of the Group’s carrier bags in England, Wales and
community engagement.
Scotland and this is further boosted by fundraising activities
– The development of an online service that provides
that are undertaken by the Group’s employees.
mentoring, work placement, internships and
In 2021, the JD Foundation supported 19 charity partners with employment opportunities for young people.
vital funding. On occasion, we are able to supply donations of
sportswear and equipment, as well as crucial ongoing business
support and guidance. All monies raised by the Foundation
(excluding fees) are distributed amongst our charity partners,
with a reserve left for emergency funding if required.

The COVID-19 pandemic has exacerbated the challenges


that our charity partners are facing; tackling poverty, youth
homelessness, unemployment and the loss of family members
are just a few of the life-changing issues that our charity
partners are dealing with.

The JD Foundation continuously strives to be more than a


funding body and aims to develop charities that leave a long
term life-changing impression on their beneficiaries. As we
join the post-pandemic road to recovery, we believe it is more
important than ever to help to change lives and save lives.

82 JD Sports Fashion Plc Annual Report and Accounts 2022


CHARITY PARTNERS IN FOCUS

Strategic Report
Here are some examples of the positive work that the
JD Foundation has undertaken with its charity partners.
Further information on the JD Foundation can be
found at www.jdplc.com/esg/social/jd-foundation

c a r d i a c r i s k i n

Governance
t h e y o u n g ( ‘ c r y ’ )
All money raised by CRY is used to fund heart screening
days for young people and adults aged 14-35.

These vital screening days have supported free heart


screening for 3,984 people, 740 of which have been
directly funded by the JD Foundation.

Every Week
12 fit and healthy
young people die of an
undiagnosed heart condition

Financial Statements
YoungMinds is a charity supporting the mental The JD Foundation is a Patron of HideOut Youth Zone,
health and emotional wellbeing of young people providing core funding to meet high operational costs
up to 25 years old across the UK. and overheads. HideOut Youth Zone is a safe and
inspiring place for thousands of young people aged
The grants from the JD Foundation have helped
8 – 19, and up to 25 for those with additional needs,
YoungMinds to give essential support to over
to enjoy their leisure time.
18,000 families via its Parents Helpline Service.

Group Information
Young people attending HideOut are welcomed by
a team of qualified staff and volunteers and take part
“We are incredibly grateful for in fun and engaging activities including sports, arts,
the JD Foundation’s continued music, media, dance, drama and much more. In addition,
employability workshops raise aspirations and encourage
support which will make a participants to dream big and reach their full potential.

significant difference to our


work. The pandemic has had a
devastating impact on children
and young people’s mental
health and we must continue
to be there for them at this
truly crucial time. The grants
from the JD Foundation will
help us to do this and to achieve
our mission of stopping young
people reaching crisis point.”

JD Sports Fashion Plc Annual Report and Accounts 2022 83


ESG CONTINUED

GLOBAL EMPOWERMENT
In addition to supporting charities and communities in the The series has evolved over the past year to bring to light
UK via the JD Foundation, we are committed to supporting the challenges impacting other marginalised communities
local communities in the Group’s international territories in the US, so that we can expand our allyship and education
and beyond. We want to share our values, help the socially process. On many occasions, we have also been able to
disadvantaged and promote diversity and inclusion, contribute monetary support to charitable organisations
empowering the urban youth of today. of our guest’s choice.

Everyone should be safe, supported and respected, treated Shoe Palace collaborated with Nike on a programme
fairly and taken care of, listened to, and motivated to achieve where community leaders from all facets of Los Angeles
their full potential. These values are promoted to our local came together to work with a community organisation
communities worldwide, empowering urban youths around ‘Runway 4 Peace’. They took a group of underserved girls
the world. Examples of our global initiatives are as follows: from Inglewood California through a nine month journey to
help them learn what sport and community mean to them,
UK
how to break barriers within their world and help change.
The ‘Together We Can’ project is to raise funds in conjunction
This was achieved through a series of talk panels, workshops,
with ‘Pennies’, a national charity, through micro-donations
and experiences. This ongoing series for young girls in our
at the till points. Following a successful trial roll-out of the
communities inspires them to lead mentally healthy,
project in December 2021 in our selected stores, the project
community based, fulfilled lives.
is being implemented across JD and Outdoor stores throughout
2022. In 2023, the project will be extended overseas and will DTLR has partnered with the Jalen Rose Leadership
give the Group a platform to provide education to those Academy, an open-enrolment, tuition-free public charter
working in our factories, enhancing career opportunities school in Detroit to alleviate the weight on parents of
and providing financial support in the form of universal purchasing uniforms by providing them to the 130 incoming
food baskets which will indirectly help to bring the freshmen. Each scholar was gifted with two uniforms, free of
minimum wages closer to the living wage. charge, and their third will also be free, on behalf of DTLR.
In conjunction with this newfound partnership, DTLR is also
This is an ambitious project but will help change the lives
launching a scholarship, where one scholar from the Classes
of women and girls not only in the UK but around the world.
of 2025, 2026 and 2027 will be awarded with funds to attend
Europe a post-secondary institution. This partnership of uniforms
In addition to the outstanding projects undertaken in the and scholar Dollars is a three year agreement, after which
UK by the JD Foundation to empower the youth of today, DTLR hopes to extend the partnership and create outreach
our EU-based businesses continue to promote our values volunteerism opportunities for the scholars to participate in
with activities and initiatives to promote equality and for years to come.
opportunities for all.
Asia Pacific
We are proud that our subsidiary Sprinter, based in Each year in Australia, over 25 million pairs of shoes end up
Alicante in Spain, has recently been presented with the in landfill sites. JD Australia helped launch a global first in
Award for Employability from the University of Alicante for Australia in which we were part of an industry-wide footwear
its commitment to youth employment and the promotion recycling programme. The pilot programme ran within the JD
of business practices and training. Victoria store and was so successful that it received federal
government funding and is now available in every JD store in
United States
Australia. This footwear recycling initiative has diverted over
Our businesses in the US continue to arrange initiatives
100,000 pairs of shoes from landfill sites to date and the
that engage local communities and promote our values.
recycled by-product has been used, amongst many things,
We are committed to playing an active role in ending
to create gym mats, sporting surfaces and retail flooring.
discrimination within the workplace and in our communities.
In addition to our Group-wide environmental commitments,
JD Finish Line made the commitment to support our
we have consistently partnered with brands on campaigns in
customers, employees and the communities we live in,
these areas to promote diversity and equality whilst helping
with programmes and initiatives to create a more diverse
those who need it most. We have participated in a number
workforce and progress the careers and education of
of local campaigns in the Asia Pacific area, where the impact
many of our employees, including in our stores and our
on communities is of most immediate concern. For example,
Distribution and Customer Care Centres. JD Finish Line
JD sponsored 10 female students under the ‘Better Me’
started a weekly interview series called Community
programme at Pratthanadee Foundation, a local organisation
Voices as part of our commitment to becoming better
that empowers under-privileged women in Thailand. The
allies and educating ourselves, our customers and our
‘Better Me’ programme is a nine month course comprising
employees on issues faced by the Black community.
weekly three hour classes aiming to raise the employability
of the participants.

84 JD Sports Fashion Plc Annual Report and Accounts 2022


GLOBAL INITIATIVES

Strategic Report
c o m m u n i t y
v o i c e s
Our commitment to amplify and
fund under-represented voices
with 90+ episodes.

Further information and episodes are

Governance
available at https://blog.finishline.
com/category/community-voices/

j d s h o e p a l a c e
t h a i l a n d x n i k e ‘ f o r h e r ’
JD sponsored 10 female students under the ‘Better Me’ ‘For Her’ is a monthly programme from Shoe Palace and
programme at Pratthanadee Foundation, a local Nike, where community leaders from all facets of Los
organisation that empowers under-privileged women Angeles come together to break down what sport and
in Thailand. The ‘Better Me’ programme is a nine month community mean to them, and how they are breaking

Financial Statements
course comprising weekly three hour classes aiming to barriers within their industries to help change the world.
raise the employability of the participants.

Group Information
d t l r x j a l e n
r o s e a c a d e m y
DTLR x Jalen Rose Leadership Academy, a partnership
of uniforms and scholar dollars is a three-year agreement,
after which DTLR hopes to extend the partnership and j d a u s t r a l i a
create outreach volunteer-ism opportunities for the Over 100,000 pairs of shoes have been diverted from
scholars to participate in for years to come. landfill to date.

JD Sports Fashion Plc Annual Report and Accounts 2022 85


S E C T I O N 1 7 2 S T A T E M E N T

This statement sets out how the Directors have


Further information on how s172 has been applied by the Directors
approached and met their responsibilities under
can be found throughout the Annual Report:
Section 172 of the Companies Act 2006 and in
particular how the Directors have satisfied s172 duties Read more Pages
themselves that they have acted in a way which is Consequences of Our Business Model & Strategy 14
most likely to promote the success of the Group decisions in the
Principal Risks and Uncertainties 26
for the benefit of its members as a whole and, in long term
doing so, have regard for stakeholders’ interests. Viability Statement and Going Concern 33

This statement should be read in conjunction Board Activities 102


with the Stakeholder Engagement section on Interests of Our People 76-79
pages 87 to 91. employees
Diversity, Equality and Inclusion 77
Employee Engagement 77
Culture 100
Fostering business Business & Financial Review 34
relationships with
suppliers, customers
and others
Impact of operations TCFD Disclosures 55
on the community
Sustainability 67
and the environment
The Strategic Report on pages 4 to 91 Maintaining high Culture 100
is approved by the Board of Directors. standards of
Whistleblowing 113
business conduct
By order of the Board Anti-bribery and Corruption 113
Neil Greenhalgh Modern Slavery 73
Chief Financial Officer Acting fairly Shareholder Relations 104
between members
22 June 2022 Shareholder and Voting Rights 95

HOW THE BOARD FULFILS ITS S172 DUTIES


Board Awareness

Each of the Directors is aware of their Director’s duties in respect of the s172 statement.

Board Engagement

Our Board directly and indirectly engages with


our stakeholders. See pages 87 to 91 for further details.

Board Strategic Discussion

The Board considers the impact of its


decisions on our stakeholders.

Board Decisions

Outcomes of Board decisions are assessed


and further engagement with stakeholders
is undertaken where appropriate.

86 JD Sports Fashion Plc Annual Report and Accounts 2022


S T A K E H O L D E R E N G A G E M E N T

Strategic Report
CUSTOMERS

Governance
Key issues
The COVID-19 pandemic increased the uptake and enduring
use of online retail by customers who now have elevated
demands and expectations of delivery of product and
associated service levels.

Diversification of the digital and social landscape complete a short survey on their experience. Our online
along with the challenge to stay relevant with our teams monitor all JD Group social media channels for any
target customer audience. negative customer feedback or sentiment which may have
Customers’ expectations for retailers to offer a been provided, for example by increased comments and/or
seamless experience. sharing on social media platforms.

How we have engaged Impact of engagement

Financial Statements
We have embarked on a major programme to enhance This has resulted in an increase in meeting delivery service
the logistics network across the UK and Western Europe. levels across our business, better service updates to our
This expansion allows for an increase in output capacity and, customers and enhancing our customers’ post-purchase
combined with the latest automated stock pick and carrier customer experience.
management technology, allows orders to be fulfilled Our social engagement via high profile ambassadors has
globally in the most efficient way. resulted in increased audience engagement. For example,
We have worked with Chloe Burrows as JD’s first ever our Christmas TV ad campaign was our most successful
dedicated female ambassador and recently announced our ever as the number one Christmas advert on YouTube with
new key influencer CHUNKZ to focus on YouTube community over 20 million views and was viewed more than 44 million
engagement. Our 2021 Christmas advert was created to times on TikTok. This helped make the JD Sports App the
engage and connect in a meaningful way to drive traffic number one UK shopping app on both IOS & Android during
both online and offline. the peak Christmas shopping period.

During the 2021/22 financial year, the point of sale feedback

Group Information
For every JD UK in-store transaction, customers are
prompted to provide feedback in two ways. First at the point system has asked 11.6 million questions and the QR code
of sale via a card machine, which contains a rating system for customer satisfaction survey received feedback from over
their shopping experience that day. General questions are 3,000 customers. These two methods provide insights into
provided in relation to the shopping/product/staff/transaction our customers enthusiasm for the JD offering and how we
experience and additionally store specific questions can be can improve the customer experience.
tailored. The second method is via QR code on the customer During the 2021/22 financial year, there were over 100,000
receipt which brings the customer to an online customer responses to the Trustpilot surveys. There has been a
satisfaction survey. significant improvement over the last financial year in
Online customer sentiment is measured via Trustpilot surveys both Trustpilot and customer service survey satisfaction.
and monitoring of customers engagement with our customer
services teams. When a customer finalises their engagement
with our customer service team, they are prompted to

How the Board took account of the engagement


The progress of the build, operation, capacity output the report monitors any increase in contacts with the JD
and measurement of service level expectations at our Customer care team which may illustrate increased customer
Distribution Centres is regularly provided to the Board. issues. This report is presented to the Executive Directors
by the Head of Customer Care in a weekly trade meeting
The Board is regularly updated on the progress and
and relevant actions are agreed on and reviewed and
achievements of the Group’s digital engagement.
analysed at subsequent trade meetings to assess their
The Head of Customer Care reports into the Chief Financial effectiveness. Periodically, the Board considers matters
Officer, Neil Greenhalgh. A weekly report is provided to relating to supplier, shareholders, customer and employees.
the Executive Directors and relevant stakeholders, which The Board continues to assess its engagement mechanisms
includes information and statistics on customer feedback to ensure they remain effective.
via the above-mentioned measurement sources. In addition

JD Sports Fashion Plc Annual Report and Accounts 2022 87


STAKEHOLDER ENGAGEMENT CONTINUED

COLLEAGUES

Key issues
As the Group continues to expand, the business must
ensure that constructive, relevant feedback is received
from colleagues across the Group to ensure our employee
policies remain attractive to a changing and increasingly
diverse workforce.

How we have engaged


We continuously listen to our colleagues and remain
dedicated to providing our teams with opportunities to
contribute towards the success of the business. Our ‘Your
Voice’ Colleague Engagement programme encourages
feedback and suggestions from across the Group, which
then informs our employee strategy going forward.

Impact of engagement
Some key highlights of the programme’s impact include
the introduction of our hybrid working policy, an improved
internal communications strategy and a focus on how
colleagues can get more involved in supporting the
JD Foundation. This then led to the introduction of our
Mentoring Network, which provides colleagues with an
opportunity to work with young people with barriers
to employment and deliver bespoke sessions, such as
employability skills or ‘World of work’ – which offers
insight into different careers.

How the Board took account of the engagement


To enhance the two-way dialogue between colleagues
and the Board, our People Experience team introduced
a series of recorded sessions, where colleagues who are
not forum members are provided with an opportunity
to ask a question of their own choosing directly to our
Executive Directors. The videos are then shared with
the global business via People First, our online interactive
magazine which enables colleagues to remain informed
regarding the Group’s progress and strategy across
all territories.

88 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
SHAREHOLDERS

Governance
Key issues
The key issues in the financial year were:

– Achieving a stable financial performance and


growth profile despite ongoing adverse impacts
of COVID-19, particularly in view of temporary store
closures in many markets and supply chain issues – Engaged with Governance and Stewardship teams across
for the international brands. various institutions to discuss feedback on ESG issues.
– Ensuring shareholders have greater transparency on our
financial performance and improvements in Environment, Impact of engagement
Social and Governance (ESG) issues. The impact of the engagement was:
– Address shareholder concerns around the combined CEO – The Group delivered its best profit performance to date,
and Executive Chair role and Board diversity. Ensuring more than doubling its headline profit before tax from the

Financial Statements
that shareholders have reassurance on succession year ended January 2021.
planning particularly in respect of plans to divide the – Positive feedback was received from investors who
Executive Chair and Chief Executive Officer role. attended the Capital Markets Day which was held in
– Responding to shareholder feedback and implementing October 2021. Investors were reassured by the strength
a revised remuneration structure with share-based and depth of expertise in the Senior Leadership Team.
incentives to ensure better alignment between Executive – The Board has made significant progress in its process
pay and long-term shareholder value. to recruit new Non-Executive Directors who can positively
How we have engaged contribute to the continued global development and
We have engaged with stakeholders as follows: momentum of the Group.
– It is also fully compliant with the initiatives on Board
– Maintained robust commercial, merchandising diversity proposed by the Hampton-Alexander Review
and financial disciplines and strong consumer and the Parker Review.
connection, globally. – The Board agreed to separate the roles of Chair and Chief

Group Information
– Participated in numerous road shows, fireside chats Executive Officer to be in line with the recommendations
and one-to-ones with shareholders to communicate of the Corporate Governance Code 2018.
Group strategy and performance. – The Remuneration Committee introduced a new
– Delivered an improved investor and corporate website Remuneration Policy with a share-based LTIP.
with increased disclosure on key topics such as financial
results, ESG performance and our policies.
– The Group held its second Capital Markets Day Event
demonstrating to shareholders the strength and expertise
across the Senior Leadership Team.

How the Board took account of the engagement


– This is a relatively new Board with a number of new Non- – The Board receives appropriately detailed Board papers
Executive Directors. However, its engagement on these prior to considering major strategic decisions and tests
key issues has begun and is ongoing with the Board each decision against its overall objective to deliver
appointing new Chairs for the Remuneration Committee, long-term sustainable earnings growth and enhance
Nominations Committee and Audit & Risk Committee. total shareholder returns.
– The Board has also appointed a new Senior – The Board ensures that acquisitions align with the
Independent Director. overall corporate strategy.
– The Executive Directors personally liaised with
various investors and stewardship teams to collate
feedback first hand to ensure shareholder interests
are aligned with the Group.

JD Sports Fashion Plc Annual Report and Accounts 2022 89


STAKEHOLDER ENGAGEMENT CONTINUED

SUPPLIERS
Key issues
– JD’s status as a premier global strategic partner with key
international brands is an important factor in the success
of the Group.
– A robust framework is in place for the protection of
people working for our suppliers. From our Ethical Code
of Practice to transparency on factory location and audit
status, our team has engaged in continuous improvement
with regard to private label suppliers. Our Ethical Code of
Practice ensures that fundamental health & safety measures
are in place, along with promoting and safeguarding the
basic human rights of supply chain workers.
– Our ESG Committee provides strategic guidance and
management of supplier engagement, as outlined within
the Environment and Social sections of the report.

How we have engaged


– We carry out regular audits of our factories and
engage in extensive due diligence to ensure we
understand where the components of the products
that we manufacture are made and what the working
conditions are like in those environments.
– We regularly engage with our largest suppliers of
branded products on ESG-related risks, including
our approach to climate change initiatives.
– Members of the Senior Leadership team meet with the
senior stakeholders at key suppliers (such as Nike, adidas,
The North Face, Under Armour, VF Corp, New Balance) on
a regular basis throughout the year to discuss relationships How the Board took account of the engagement
and to obtain supplier feedback. The wider JD business, – The JD Ethical Code of Practice was reviewed by our
including some members of the Senior Leadership team, ESG Committee and is shared with all suppliers.
are also in regular and frequent discussions with all The Code follows the International Labour Organization
such suppliers on day-to-day matters (such as product minimum standards. As per the Social and Environment
purchases, marketing campaigns and ongoing projects), sections of this report, the continued international
during which ongoing and real-time feedback from expansion of the Group ensures a wider network of
suppliers is obtained. people who operate in accordance with our Company
values and standards.
Impact of engagement – The Board fosters and nurtures long-term relationships
– The second and third tiers of the Group’s manufacturing with the Group’s suppliers via this regular engagement,
supply chain have been successfully mapped (including at both a Senior Leadership team and wider business
mills and dye houses). This data is documented within our level. Feedback to the Board allows the Group to share
latest transparency map available at www.jdplc.com/esg/ the key suppliers vision of an elevated consumer
modern-slavery/our-supply-chain. experience, while still considering the needs and support
– Nike and adidas are committed to carbon reduction required by those key suppliers.
(including Net Zero) targets which align with those
of the Group.
– The engagement with suppliers ensures the Group
continues to be a key strategic brand partner of
the international brands. By nurturing these key
relationships, the Group aims to continue receiving
the exclusive, differentiated footwear and apparel
which our consumer desires.

90 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
COMMUNITY

Governance
Financial Statements
Key issues
How the Board took account of the engagement
Our business is highly regulated and we seek to engage
Regular updates on this matter are fed into the

Group Information
constructively and build cohesive relationships with all
ESG Committee and reported to the Board.
governmental and regulatory bodies that regulate our
business activities.

Compliance with the Task Force on Climate-Related


Financial Disclosures (‘TCFD’), which was created by
the Financial Stability Board to improve the accuracy
and consistency of climate-related risks.

How we have engaged


This is the first year that a mandatory submission to
the TCFD is required (we submitted voluntarily in 2021).
We used our Carbon Disclosure Project gradings to make
our TCFD submission.

Impact of engagement
We have been rated as A- for Climate Change and ‘B’
for water by the Carbon Disclosure Project, which is
a global voluntary disclosure system, and is scored
independently. The Carbon Disclosure Project is closely
aligned with TCFD principles and we would anticipate our
assessment by the TCFD to achieve the same excellent
results as our Carbon Disclosure Project assessment.

JD Sports Fashion Plc Annual Report and Accounts 2022 91


B O A R D O F D I R E C T O R S

AN EXPERIENCED TEAM DELIVERING OUR


STRAT
ViSiON

KATH SMITH HELEN ASHTON NEIL GREENHALGH ANDY LONG


Interim Chief Executive Interim Non-Executive Chair Chief Financial Officer Non-Executive Director
Officer (effective (effective 25 May 2022) Aged 51 Aged 51
25 May 2022) Non-Executive Director
Aged 65 Aged 49

Committee Memberships** Committee Memberships** Committee Memberships Committee Memberships


A R A N R

Skills and Experience Skills and Experience Skills and Experience Skills and Experience
Kath was appointed to the Board Helen was appointed to the Neil joined the Group in Andy was appointed to the
as a Non-Executive Director in Board in November 2021. June 2004 and was appointed Board in May 2021. He is
May 2019. She has 40 years of She has 30 years of experience Chief Financial Officer in currently the Executive
executive experience building of working in public and private November 2018 having been Director at Pentland Group
world-leading brands including equity backed businesses promoted from his previous and was the CEO of Pentland
Mars and Guinness. She is widely and is a qualified chartered role as Group Finance Director. Brands, the Pentland Group’s
recognised as a leading figure in management accountant. As the Neil previously held a number portfolio of sports and fashion
the sports, lifestyle and outdoor former CFO of ASOS Plc, Helen of senior positions within brands, until the end of 2020,
sectors with almost 20 years of has a deep knowledge of high the Woolworths Group and having previously held the
experience as Managing Director growth, digital fashion in an qualified as a chartered roles of CFO and COO. Prior
of both the adidas and Reebok international arena. She has accountant with KPMG in 1996. to joining Pentland, Andy
brands. Previously she was the also held Executive level roles held senior finance roles
General Manager and Vice at ASDA, Barclays and Lloyds at Boots and Procter and
President EMEA of The North Banking Group and CEO Gamble and is a chartered
Face, transforming the business positions in high growth private management accountant.
and delivering unprecedented equity backed businesses.
results. During the last three
years, Kath has been developing
her Non-Executive career.

Key External Appointments Key External Appointments Key External Appointments Key External Appointments
None None None Executive Director at Pentland
Group and a Board member at
Sport England

92 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
TEGiC
N

Governance
Financial Statements
BERT HOYT MAHBOBEH SABETNIA PETER COWGILL Key
Non-Executive Director Non-Executive Director Executive Chairman
N Nominations Committee
Aged 66 Aged 40 (departed 25 May 2022)
Aged 69 A Audit & Risk Committee

R Remuneration Committee

Committee Chair
Committee Memberships Committee Memberships Committee Memberships*

Group Information
R A N

Skills and Experience Skills and Experience Skills and Experience


Bert was appointed to the Mahbobeh was appointed to Peter was appointed Executive
Board in September 2021. the Board in November 2021 Chairman in March 2004 until he
Bert is recognised as one of and is a strategic and results stepped down from his role with
the most eminent leaders in the driven executive with significant immediate effect on 25 May 2022.
sporting goods and sportswear digital transformation experience
Peter was previously Finance
industry in recent years and has across various sectors. She
Director of the Group until
significant experience of global has been at the forefront of
June 2001. Peter is a chartered
markets. Prior to his retirement e-business expansions, leading
accountant and founder of North
in January 2021, he held the data-driven consumer insights
West based chartered accountancy
position of Vice President to unlock value and framing
firm, Cowgill Holloway. In 2019,
and General Manager of Nike new business propositions.
Peter was awarded an honouree
EMEA. He is acknowledged for Mahbobeh has an extensive
doctorate (Doctor of Business * During the 2021/22 financial year
transforming Nike’s business in track record delivering digital
Administration) from the University and until he stepped down from
Western Europe and EMEA over growth in global organisations, his role on 25 May 2022, Peter
of Bolton for his outstanding
the last nine years, achieving has held executive roles within Cowgill was a member of the
contribution to business.
substantial growth in revenues Amazon.com Inc, McDonald’s Nominations Committee.
and profitability. Prior to his Corporation, HSBC and Mars Inc. ** Kath Smith was appointed as Chair
of the Nominations Committee
engagement at Nike, Bert spent and is currently Chief Product with effect from 25 February 2022.
10 years at Puma, of which six Officer for GSK Consumer Following Kath Smith’s
were spent as General Manager Healthcare. appointment as Interim Chief
for Puma International. Executive Officer on 25 May 2022,
the Board considered whether
she should continue as Chair of
the Nominations Committee but,
Key External Appointments Key External Appointments Key External Appointments to ensure compliance with the
None None Non-Executive Chairman of UK Corporate Governance Code,
Roxor Group Limited has concluded that this position
should be held by the Interim Chair.
This change was effective from
7 June 2022.

JD Sports Fashion Plc Annual Report and Accounts 2022 93


D I R E C T O R S ’ R E P O R T

NEIL GREENHALGH
CHIEF FINANCIAL OFFICER

Pages 94 to 98 (inclusive) of the Annual Report, – An assessment of the Group and Parent
together with the relevant sections of the Annual Company’s ability to continue as a going
Report, which are incorporated into these pages concern, disclosing, as applicable, matters
by reference, constitute a Directors’ Report, related to going concern.
which is required to be produced by law and
The Group is committed to establishing and
is prepared in accordance with applicable law.
maintaining good corporate governance practices
The Directors’ Report also includes certain
(as set out in the Corporate Governance Report),
disclosures that the Company is required to
which the Board believes is appropriate for the
make by the Financial Conduct Authority’s
business of the Group and is fundamental for
Listing Rules and Disclosure Guidance and
retaining effective and long term, sustainable
Transparency Rules (‘DTR’s’).
relationships with its key stakeholders.

Fair, Balanced and Understandable The Corporate Governance Report (pages 99


The Board considers that the Annual Report to 105) is incorporated by reference into, and
and Accounts, taken as a whole, is fair, balanced is deemed to form part of, this report. For the
and understandable and provides the information purposes of DTR 4.1.5R (2) and DTR 4.1.8, this
necessary for shareholders to assess the Group’s Directors’ Report and the Strategic Report,
position and performance, business model which has been approved by the Board and
and strategy. A summary of the Directors’ is set out on pages 4 to 91, comprise the
responsibilities in respect of the Annual Report Group’s management report.
and Financial Statements is set out on page 131.
Details of the Group’s use of financial instruments,
together with information on policies and exposure
Principal Activity
to interest rates, foreign currency, credit and
The principal activity of the Group is the retail
liquidity risks can be found in Note 21 to the
of multibranded, sports fashion and outdoor
financial statements. The information included
clothing, footwear, accessories and equipment.
in Note 21 is incorporated into the Directors’
In accordance with the Companies Act 2006, Report and is deemed to form part of this
the Strategic Report on pages 4 to 91 contains: Directors’ Report.

– A fair review of the business.


Share Capital
– A description of the principal risks and
As at 30 January 2021, the Company’s issued
uncertainties facing the Group.
share capital was £2,433,083 comprising
– Balanced, comprehensive and understandable
973,233,160 ordinary shares of 0.25p each.
analysis of the development and performance
of the Group’s business during the financial On 3 February 2021, the Company completed the
year, including an assessment of relevant placing of new ordinary shares in the capital of
environmental, employee, social, community the Company. A total of 58,393,989 new ordinary
and human rights issues, together with the shares were issued, increasing the total ordinary
Group’s key performance metrics; in a manner shares in issue to 1,031,627,149.
which is consistent with the size and complexity
of the business.

94 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
An Ordinary Resolution was passed at the Annual Restrictions on Transfer of Shares
General Meeting, effective 30 November 2021, The restrictions on the transfer of shares in the
resulting in a share split whereby five ordinary Company are as follows:
shares were issued for each ordinary share.
– The Board may, in its absolute discretion,
The share split increased the total number of
refuse to register any transfer of shares which
ordinary shares in issue to 5,158,135,745. As at
are not fully paid up (but not in a manner which
29 January 2022, the Company’s issued share

Governance
prevents dealings in listed shares from taking
capital was £2,579,068 comprising 5,158,135,745
place), or which is in favour of more than four
shares of 0.05p each.
persons jointly or which is in relation to more
than one class of share.
Share Allotment Authority
– Certain restrictions may, from time to time, be
The Directors were granted authority at the
imposed by laws and regulations for example,
2021 AGM to allot shares in the Company and
insider trading laws.
to grant rights to subscribe for or convert any
– Restrictions apply pursuant to the Listing
securities into shares in the Company up to a
Rules (‘LR’) and the Market Abuse Regulation
maximum aggregate nominal amount of £44,845
(‘MAR’) of the Financial Conduct Authority.
(which represented approximately 1.74% of the
The Company has in place a share dealing
Company’s issued ordinary share capital as at
policy which includes processes which must
1 July 2021). This authority is scheduled to lapse
be followed to ensure that any transfer of shares
at the 2022 AGM. At the 2022 AGM, shareholders

Financial Statements
activity is conducted in compliance with MAR
will be asked to grant a new allotment authority.
and the LR and that all Directors and certain
At the 2021 AGM, a resolution was also passed to Company employees obtain prior approval
permit the Board to allot ordinary shares for cash before dealing in the Company’s shares.
on a non-pre-emptive basis both in connection
The Company is not aware of any arrangement
with a rights issue or similar pre-emptive issue and,
between its shareholders that may result in
otherwise than in connection with any such issue,
restrictions on the transfer of shares and/or
up to a maximum nominal amount of £44,845
voting rights.
(which represented approximately 1.74% of the
Company’s issued ordinary share capital). A new
Substantial Interests in Share Capital
special resolution will be proposed at the 2022
As at 29 January 2022, the Company has been
AGM to renew the Directors’ power in this regard.
notified of the following significant holdings of
voting rights in its ordinary share capital pursuant
Shareholder and Voting Rights

Group Information
to the Disclosure Guidance and Transparency
All members who hold ordinary shares are
Rules of the Financial Conduct Authority:
entitled to attend and vote at the Company’s
Annual General Meeting, save as set out in the Number of
Company’s Articles of Association. On a show ordinary
of hands at a general meeting, every member shares/voting % of ordinary
rights held share capital
present in person or by proxy shall have one
vote and, on a poll, every member present in Pentland Group Plc 2,676,391,195 51.9
person or by proxy shall have one vote for every Fidelity Management
ordinary share they hold. Subject to relevant and Research Co 303,131,027 5.9
statutory provisions and the Company’s Articles
Black Rock Inc 236,903,884 4.6
of Association, holders of ordinary shares are
entitled to a dividend where declared or paid out After the financial year end, Fidelity Management
of profits available for such purposes. Details of and Research Co’s shareholding reduced to 4.9%
the final dividend proposed is provided in the and Black Rock Inc’s shareholding increased to
Dividends and Earnings per Share section on 4.8%. As at the latest date prior to the publication
page 41. of this report, the Company has not received
any further notifications in regard to substantial
shareholdings under the Disclosure Guidance
and Transparency Rules.

JD Sports Fashion Plc Annual Report and Accounts 2022 95


DIRECTORS’ REPORT CONTINUED

Relationship Agreement Directors’ Interests


In accordance with LR 9.2.2 AD R (1), the Company Details of Directors’ interests and those of their
has in place a legally binding relationship agreement connected persons in the share capital of the
with its controlling shareholder, Pentland Group Company are set out on page 125. This information
Limited. The Company has complied with the is incorporated into this Directors’ Report by
undertakings included in the relationship agreement reference and is deemed to form a part of it.
during the period under review. So far as the
Company is aware, the undertakings in the Appointment and Replacement
agreement have also been complied with by of Directors
both Pentland Group Limited and its associates The Company’s Articles of Association provide
during the period under review. that the Company may by ordinary resolution
at a general meeting appoint any person to act
Directors as a Director, provided that (where such person
Details of all persons who were Directors at has not been recommended by the Board) notice
the financial period end including their roles and is given by a member entitled to attend and vote
brief biographical details are set out on page 92. at the meeting of the intention to appoint such a
The following appointments and resignations person and that the Company receives, among other
occurred during the financial year: information, confirmation of that person’s willingness
to act as Director. The Articles also empower the
– Andy Rubin, resigned 6 May 2021.
Board to appoint as a Director any person who is
– Andy Long, appointed 6 May 2021.
willing to act as such. The maximum possible number
– Andrew Leslie, resigned 1 July 2021.
of Directors under the Articles is 20.
– Martin Davies, resigned 9 July 2021.
– Bert Hoyt, appointed 8 September 2021. In addition to the powers of removal conferred
– Helen Ashton, appointed 15 November 2021. by statute, the Company may by ordinary
– Heather Jackson, resigned 29 November 2021. resolution remove any Director before the
– Mahbobeh Sabetnia, appointed expiration of his or her period of office.
29 November 2021. The Articles also set out the circumstances
in which a Director shall vacate office.
After the financial year end, Suzi Williams was
appointed on 16 May 2022 as Non-Executive The Articles broadly require that at each AGM
Director. On 25 May 2022, Peter Cowgill stood one-third of eligible Directors shall retire from
down as Executive Chair and Chief Executive office by rotation and may stand for re-election
Officer with immediate effect. Helen Ashton was and that any Director who was appointed by
appointed as Interim Non-Executive Chair and the Board after the previous AGM must retire
Kath Smith was appointed as Interim Chief from office and may stand for election by the
Executive Officer. shareholders. Additionally, any other Director
who has not been elected or re-elected at one
The Directors are responsible for the management
of the previous two AGMs must also retire from
of the business of the Company and, subject to
office and may stand for re-election.
relevant legislation, regulatory requirements and
the Company’s Articles of Association (‘Articles’), Notwithstanding the provisions of the Articles,
the Directors may exercise all of the powers of the Board has determined that all the Directors
the Company and may delegate their power will stand for re-election at the 2022 AGM
and discretion to committees, as they see fit. in accordance with the best practice
recommendations of the UK Corporate
There are no agreements between the Company
Governance Code.
and its Directors or employees providing for
compensation for loss of office or employment The number of Directors at any one point in time
(whether through resignation, purported shall not be less than two.
redundancy or otherwise) that occurs because
of a takeover bid. Amendment of the Company’s
Articles of Association
The Company’s Articles of Association may only
be amended by a special resolution at a general
meeting of shareholders.

96 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Change of Control – In addition, a key factor in the Group’s employee
Significant Agreements remuneration strategy is encouraging the involvement
In the event of a change of control of the of all employees in the Group’s performance so
Company, the Company and the lenders of the that every employee feels they have an important
£700 million bank syndicated facility shall enter contribution to make in this regard. Full details of
into an agreement to determine how to continue the Group’s remuneration strategy are set out in
the facility. If no agreement is reached within 20 the Remuneration Report on pages 114 to 130.

Governance
business days of the date of change of control, the
Further details on how employee engagement is
lenders may, by giving not less than 10 business
taken into account in the principal decision making
days’ notice to the Company, cancel the facility
process is set out in the Stakeholder Engagement
and declare all outstanding loans, together with
section on page 88.
accrued interest and all other amounts accrued
immediately due and payable. Levels of support for colleagues have also
increased with a number of resources employed
Employees to assist those in need in areas including, but not
The Our People section on pages 76 to 79 provides limited to, wellbeing at work, first aid and financial
information on the Group’s approach to people wellbeing. Our membership of the British Retail
and how the Group attracts, retains and develops Consortium resulted in a pledge from the Home
its employees. The Strategic Report also sets Secretary to protect retail workers from violence
out a summary of the measures recently adopted nationwide, meaning this support is not limited to

Financial Statements
by the Group to improve the way it engages with our internal activities.
its employees.
The Group is committed to promoting equal
As required under the UK Corporate Governance opportunities in employment regardless of age,
Code 2018, the Group has made further progress disability, gender reassignment, marriage and
regarding its stakeholder engagement programme. civil partnership, pregnancy and maternity, race
(which includes colour, nationality and ethnic or
The focus of this remains ensuring that the Group’s
national origins), religion or belief, sex or sexual
employees are well informed about any material
orientation. Recruitment, promotion and the
organisational changes in the Group and all
availability of training and development at all areas
significant matters which may affect the Group’s
within the Group are based on the suitability and
financial performance.
merit of any applicant for the job and full and fair
Our engagement initiatives continue to go from consideration is always given to disabled persons
strength to strength, further connecting our in such circumstances.

Group Information
people to ensure meaningful two-way dialogue
Should an employee become disabled during their
continues between the business and its colleagues
employment by the Group, every effort is made
via our established communication channels.
to continue the employment, development and
The Group’s employee forums are well established and training of the employee in question within their
now engage with and comprise of representatives of existing capacity wherever practicable, or failing
every area of the Group’s business. On a regular that, in an alternative suitable capacity.
basis, the employee forum met with the Group’s
Further information regarding the Group’s
former Executive Chair. It is the Directors’ view
approach to equality and diversity is set out
that this regular meeting provided an opportunity
in the Strategic Report on page 77.
for a transparent and meaningful conversation
between a sample of employees at varying levels
Suppliers, Customers and Others
of the Group and the former Executive Chair and
Details of how the Directors have had regard to the
was, therefore, the most effective method of
need to foster the Group’s business relationships
workforce engagement. The Executive Chair then
with suppliers, customers and others, and the
provided feedback on these sessions to the rest of
effect of that regard, including on principal
the Group’s Board of Directors. Any appropriate
decisions taken during the financial year, can be
follow up actions or items to address would be
found in the Stakeholder Engagement section on
progressed, as appropriate, by the HR Director and
pages 87 to 91.
the HR Department. The Directors considered a
number of other forms of engagement, including
Post Balance Sheet Events
those suggested by the UK Corporate Governance
Details of post balance sheet events are provided
Code, however, it holds the view that its current
in Note 34 of the financial statements.
chosen method has prompted positive interaction
between the workforce and the Directors and has
allowed the Directors to incorporate the feedback
provided into its decision making processes.

JD Sports Fashion Plc Annual Report and Accounts 2022 97


DIRECTORS’ REPORT CONTINUED

Future Developments Disclosure of Information to the Auditor


Future developments are discussed throughout Each person who is a Director at the date
the Strategic Report on pages 4 to 91. of approval of this report confirms that:

– So far as they are aware, there is no relevant


Political Donations and Expenditure
audit information of which the Company’s
Neither the Company nor any of its subsidiaries
auditor is unaware; and
has made any political donation or incurred
– Each Director has taken all the steps that
any political expenditure during the period
they ought to have taken as a Director
under review.
to make themselves aware of any relevant
audit information and to establish that the
Research & Development
Company’s auditor is aware of that information.
During the financial period ended 29 January 2022,
the Group engaged in Research & Development
Annual General Meeting
activity in relation to technological advances in
The Company’s AGM will be held on Friday 22 July
the Group’s multichannel solution.
2022 at the offices of Addleshaw Goddard LLP, 1
St. Peter’s Square, Manchester, M2 3DE. The notice
Energy consumption and emissions
of this year’s AGM is included in a separate circular
Information about greenhouse gas emissions,
to shareholders. This notice will be available to
energy consumption and energy efficiency action
view under the ‘Investor Relations’ section of the
are shown in the Corporate and Social Responsibility
Company’s website (www.jdplc.com/investor-
report on page 63. This information is incorporated
relations). If, however, restrictions upon public
into this Directors’ Report by reference and is
gatherings are in place at the time of the AGM,
deemed to form part of it. Details of the energy
the Board will consider the need to hold the
efficiency action taken by the Group in 2020/21
AGM as a closed meeting or subject to other
can be found on page 118 of last year’s annual
restrictions on attendance.
report at www.jdplc.com.
By order of the Board
Auditor
As set out on page 113, the Audit & Risk
Committee has recommended that KPMG LLP
be re-appointed as auditors for the financial
Neil Greenhalgh
year 2022/23. KPMG LLP have indicated their
Chief Financial Officer
willingness to continue in office as auditor of
the Company. A resolution proposing their 22 June 2022
re-appointment will be proposed to shareholders
at the forthcoming AGM. For further details
regarding the audit tender process that was
undertaken during the 2021/22 financial year,
please refer to page 113 of the Audit & Risk
Committee report.

98 JD Sports Fashion Plc Annual Report and Accounts 2022


C O R P O R A T E G O V E R N A N C E R E P O R T

Strategic Report
“The Board’s role is to ensure
that the Group is led in a
manner which protects the
long-term interests of its

Governance
shareholders whilst also
balancing and promoting
the interests of its other key
stakeholders, including its
NEIL GREENHALGH employees and suppliers.”
CHIEF FINANCIAL OFFICER

The Board promotes the principles set out in the Matters Reserved for the Board
UK Corporate Governance Code 2018 as issued The Board has a formal schedule of matters

Financial Statements
by the Financial Reporting Council (‘FRC’) (the reserved specifically to it for decisions
‘Code’). This report sets out how the Company which include:
has applied the main principles set out in the Code.
– Strategic decision making and shaping of
The statement of the Company’s compliance with
future strategy.
the relevant provisions of the Code is set out on
– Approval of the Group’s financial statements.
page 105. This report includes relevant provisions
– Corporate acquisitions and disposals.
of the Code, where appropriate. The full Code can
– Significant capital projects.
be found on the FRC website (www.frc.org.uk).
The matters reserved for the Board are kept under
Board Composition continual review to ensure they remain appropriate
At the financial year end, the Board comprised in light of the size of the Group and the nature of
seven Directors: the former Executive Chair, the its activities.
Chief Financial Officer and five Non-Executive
Directors. The name, position and a brief profile Board Leadership

Group Information
of each Director is set out on page 92. Kath The Board’s role is to ensure that the Group is led
Smith was appointed as Senior Independent in a manner which protects the long term interests
Non-Executive Director on 25 February 2022. of its shareholders, whilst balancing and promoting
The previous Senior Independent Director was the interests of its other key stakeholders, including
Martin Davies who left the Board on 9 July 2021. its employees and suppliers.
There was no designated Senior Independent
The Board is responsible for the direction,
Non-Executive Director in between these dates.
management and performance of the Company.
Peter Cowgill had been in his role for more than The Directors act together in the best interests
nine years. At its 2021 AGM on 1 July 2021, the of the Group via the Board and its Committees.
Group announced, with the support of Peter The Board held 11 scheduled Board meetings
Cowgill, that it intended to divide the role of during the year under review and ad hoc meetings
Executive Chair and Chief Executive Officer were held in between scheduled meetings, where
before the 2022 AGM. On 25 May 2022, the required. Director attendance at scheduled Board
Group announced that it had decided to and Committee meetings is set out in the table on
accelerate the separation of the roles of Chair page 101.
and Chief Executive Officer. Peter Cowgill stood
down as Executive Chair and Chief Executive Group Purpose
Officer with immediate effect. Helen Ashton The Group’s purpose is to be a leading international
was appointed as Interim Non-Executive Chair multichannel retailer of sports, fashion and outdoor
and Kath Smith was appointed as Interim Chief brands with core values of connecting with
Executive Officer. For further details, please consumers through continual investment in our
see the Statement from the Board on page 4. store portfolio, nurturing our global branded
supplier relationships and improving our
sustainability and financial performance.

JD Sports Fashion Plc Annual Report and Accounts 2022 99


CORPORATE GOVERNANCE REPORT CONTINUED

How the Board contributes to the delivery of key risks in the fast-paced retail environment in
of the Group’s strategy and purpose: which the Group operates. This involves applying
– The Board receives appropriately detailed severe but plausible scenarios and assessing the
Board papers prior to considering major impact on the financial position and performance
strategic decisions and tests each decision of the Group. For further details see our Viability
against the Group’s strategic objectives. Reporting on page 33.
– The Group’s status as a premier strategic – The Group supports the economies in the
partner with international brands is an important territories in which it operates by providing
factor in the strategy and success of the Group employment both in the UK and internationally.
and the Group’s relationship with these key At the financial year end, the Group
brands is discussed at regular Board meetings. employed 73,519 people (2021: 61,053).
There are robust Board approval procedures in – The Group takes a responsible approach
place to ensure that acquisitions and expansion to the management of taxes and aims to
into new territories align with the overall work transparently and collaboratively with
corporate strategy and further develop all stakeholders. The Group is committed to
these brand relationships. paying the right amount of tax, in the right
– The Chief Financial Officer, as ESG Committee place, at the right time. It recognises the
Chair, is appraised of climate-related issues importance of respecting the spirit and
both informally and formally on a regular basis. letter of the law, including allocating value
The Chief Financial Officer will then provide by reference to where it is created, managing
updates as required during the regular Board it within the normal course of commercial
meetings. Furthermore, the Board is informed activity and paying the associated tax.
of climate-related issues, updates and metrics – The Group’s global empowerment section
via formal Board reports which are circulated on page 84 explains how we promote
on a monthly basis. Ad hoc sessions are also our values through our global initiatives,
held where the ESG Committee will present supporting communities in the Group’s
updates regarding specific issues, achievements international territories and beyond.
and metrics to the Non-Executive Directors.
– Representatives from our ESG Committee Culture
undertake regular engagement sessions with The Board strives to build a diverse and inclusive
our largest third-party brands to monitor their team who promote the values of the Group. We
continued global leadership with regards to strive to create a workplace in which everyone is
sustainable product innovation, commitments safe, supported and respected, treated fairly and
to reduce the impact of climate change and taken care of, listened to and motivated to achieve
supply chain transparency. their full potential. This is achieved by educating,
– It is the Board’s strong belief that if colleagues informing and responding to our colleagues.
feel supported, respected and empowered to
We assess and monitor culture in the following ways:
achieve their ambitions regardless of background,
this will ultimately promote the long-term success – Through the creation of a new Experience team
of the Group. The culture section provides within our People team. The focus of this team is
further details regarding the Board’s two-way to engage with all colleagues to ensure that all
dialogue with our colleagues and the Our People experiences, values and voices across the Group
section on page 76 explains how we continue to are provided with appropriate platforms to engage
promote wellbeing, diversity, inclusion and in meaningful two-way dialogue with the Board.
equality across the Group. – Engagement and attendance at forums by
Executive Directors to listen to the issues that are
How the Group generates long-term
important to our colleagues. Issues are relayed
sustainable value:
back to the Board at the regular Board meetings
The Board considers that the following align with
supported by the Group’s People Director.
the Group’s strategic objectives and generate
– Inclusion of relevant information within the
long-term sustainable value:
reporting packs that are circulated to the
– The Group operates from a stable financial base Board on a monthly basis.
with a history of strong revenue and profit growth – Annually reviewing the whistleblowing policy.
over a sustained period. The Group has delivered The mechanisms for employees to access
total shareholder returns (‘TSR’) with reference to whistleblowing channels has been recently
the graph on page 126 which compares the reviewed to ensure that they are effective.
Group’s TSR with the FTSE All Share General
During the year:
Retailers Index over the past 10 years.
– On an annual basis, the future viability of the – We continued to promote the values that
Group is internally assessed over a three-year underpin the Group’s culture through our
period by considering the potential future impact global initiatives. Further details of some

100 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
of the initiatives undertaken in the year can course of this year, is set out on pages 106 and 107
be found on page 84 or on our corporate of the Nominations Committee report.
website at www.jdplc.com/esg/social/global-
The independence of the Non-Executives is carefully
empowerment.
considered by the Board on a continual basis:
– The Group continued to achieve excellence in
the areas of Health & Safety and the protection – Bert Hoyt was formerly appointed as Head
of our colleagues in their working environment. of Europe for Nike, the Group’s largest supplier.

Governance
For the third successive year, the Group has The Nominations Committee considered Bert’s
received an award from the Royal Society for independence and was satisfied with this position
the Prevention of Accidents in recognition of given the gap of one year in between Bert leaving
our UK retail health and safety performance. Nike and subsequently joining the Group as a
– As members of the British Retail Consortium, Non-Executive Director.
the Group was instrumental in obtaining the – It is acknowledged that Kath Smith cannot
signature of the Home Secretary to support the currently act as Senior Independent Director
legislation necessary to protect retail workers following her appointment as Interim Chief
from violence against shopworkers nationwide. Executive Officer on 25 May 2022. It is the
Board’s intention that she will revert back to
As a result of the recent Non-Executive Director
her former role upon the appointment of a
resignations and appointments, the Board is
permanent Chief Executive Officer. Based on
relatively new. Engagement will continue in the
the current progress in this search, the Board
short term to embed the Group’s culture and

Financial Statements
expects that Kath Smith will resume her role as
values with the aim of marrying the Group’s
Senior Independent Director before the end of
entrepreneurial culture and competitive spirit
the financial year, meaning that the Group is
with the planned improvements to ensure that
compliant with this aspect of the UK Corporate
an enhanced governance, risk and internal
Governance Code for the start of the next
controls framework is in place. For further details
financial year.
on these planned improvements, please see the
– All other Non-Executives, save for Andy Long,
Audit & Risk Committee report on pages 108 to 113.
are considered to be independent by the Board.
Andy Long is an Executive Director at Pentland
Succession Planning
Group and is therefore not considered by the Board
The main focus of the Board’s objectives this year
to be an independent Non-Executive Director.
has been succession planning in three key areas:
The Board considers that all Directors are able to
– the role of Chair/Chief Executive Officer;
devote sufficient time to their duties as Directors

Group Information
– the composition of the Board; and
of the Company. The brief biographical detail on
– the strength and development of the Senior
pages 92 to 93 includes details of the former
Leadership Team.
Executive Chair’s other key external appointment.
Each succession programme has unique methods The Board was satisfied that the limited time
and objectives but ultimately is centred around commitment required for the former Executive
securing the future long-term success of the Chair to perform his other appointments and roles
Group’s business. An overview of the Board’s did not conflict with his ability to carry out his role
composition and succession activities, during the effectively for the Group.

Attendance at Board and Committee Meetings


Remuneration Audit & Risk Nominations
Year to 29 January 2022 Board Meetings Committee Committee Committee
Total number of meetings 11 2 4 4
P Cowgill 11 – 1* 4
N Greenhalgh 11 – 4* –
A Leslie 7 – 1 1
M Davies 7 – 1 1
H Jackson 9 1 3 3
A Rubin 4 – 1 –
K Smith 11 2 4 4
A Long 7 1** – –
B Hoyt 3 1 1 1
H Ashton 2 1 1 1
M Sabetnia 1 1** – –
* P Cowgill and N Greenhalgh attended the meetings as annotated in the table above at the invitation of the members of those
Committees in order to provide additional detail on day-to-day matters arising at such meetings and to assist the Committee
members with the matters delegated to the Committee as deemed appropriate.
** These Non-Executive Directors were present during the meeting but as observers only.

JD Sports Fashion Plc Annual Report and Accounts 2022 101


CORPORATE GOVERNANCE REPORT CONTINUED

A summary of the rules that the Company has in All newly appointed Directors receive an
place about the appointment and replacement of appropriate induction when they join the Board.
Directors is set out on page 96. Notwithstanding Relevant training is arranged throughout the year
the provisions of the Company’s Articles regarding as deemed appropriate including the attendance
the retirement of Directors, the Board determined at Board meetings by external legal specialists
that all Directors will retire at the 2022 AGM and and/or the circulation of advice notes.
offer themselves for re-election in accordance
From time to time, the Non-Executive Directors met
with the best practice recommendation of the
with the former Executive Chair without the other
UK Corporate Governance Code.
Director present to discuss Board performance and
other matters considered appropriate.
Board Diversity
An overview of the Board’s composition with
Board Evaluation
regards to diversity is set out on page 107 of the
As an externally facilitated Board evaluation was
Nominations Committee report.
carried out during 2020/21, the Board deemed
it appropriate to carry out an internal evaluation
Activities of the Board During the Year
of its performance during 2021/22.
The Board has undertaken a number of activities
during the year including: The evaluation exercise required the Board
members to score themselves individually
– Approved a number of key strategic
and the Board as a whole on topics such as:
corporate acquisitions to further develop
the international growth of the Group – The Board’s contribution to the shaping of
(see Note 11 of the financial statements). the Group’s strategy.
– Appointing BDO LLP to undertake a review of – An assessment of the effectiveness of the
the Group’s compliance with the UK Corporate Group’s risk management approach.
Governance Code. This review was led by a – The process of sharing information with the Board
sub-committee of the Board including Senior to allow appropriate and effective interaction
Independent Director, Kath Smith and Helen between the Board and the rest of the Group.
Ashton, Chair of the Audit & Risk Committee. – The Board’s expertise and skills in the context
The sub-committee was chaired by Kath Smith. of the Group.
Further detail is provided in the Audit & Risk – The effectiveness of the Committee and
Committee report on page 109. the relevant expertise and experience of
– Assessing the key regulatory risks posed Committee members.
to the Group and the various measures – The decision making process adopted by
being implemented to counter this risk the Board and the Senior Leadership Team.
on an ongoing basis including in relation to
All evaluation responses were collated and will be
regulatory frameworks such as competition law.
discussed at a future Board meeting.
Since the year end, the Board has engaged
external advisors to carry out a number of
Insurance Arrangements
independent investigations into certain matters
The Company, through its majority shareholder
including regulatory issues. For further details,
Pentland Group, maintains Directors’ and Officers’
please see page 108.
liability insurance, which is reviewed at appropriate
In order to assist the Board in its effective intervals to ensure it remains fit for purpose.
review and decision making regarding the
Group’s activities, Board papers are circulated Conflicts of Interest
to Directors prior to Board meetings which The Company’s Articles of Association permit the
include up-to-date financial information, reports Board to consider and, if it sees fit, to authorise
from the Executive Directors, a summary of key situations where a Director has an interest that
risk and compliance issues and papers on major conflicts, or possibly could conflict, with the
issues for consideration by the Board. The Board interests of the Company. The Board considers
has a formal procedure for Directors to obtain that the procedures it has in place for reporting
independent professional advice. and considering conflicts of interest are effective.

All Board members have full access to the


Board Committees
Company Secretary who is a fully admitted solicitor
The Board delegates certain powers to Board
and attends all Board and Committee meetings.
Committees. There are three principal Board
The Company Secretary is responsible for advising
Committees to which the Board has delegated
the Board on all Corporate Governance and legal
certain responsibilities. The terms of reference
matters. In the event that the Company Secretary
for all three Committees are reviewed by each
is not available, there are a number of other fully
Committee regularly and are available
admitted solicitors in the wider legal team.

102 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
for inspection on request or on the Group’s – The terms of Executive Director service
corporate website www.jdplc.com. contracts as may be required from time to time.
– The terms of any performance-related and/or
Audit & Risk Committee
long term incentive schemes operated by the
At the start of the financial year, the Audit & Risk
Group and awards thereunder.
Committee comprised three independent Non-
Executive Directors; Martin Davies, Andrew Leslie The Remuneration Committee met twice during

Governance
and Heather Jackson. Martin Davies was the Chair the year. Details of attendance at Remuneration
of the Audit & Risk Committee until his resignation Committee meetings are set out in the table on
on 9 July 2021. Martin was replaced by Heather page 101. Further details about Directors’
Jackson as Interim Chair until Helen Ashton’s remuneration are set out in the Directors’
appointment on 15 November 2021. Following Remuneration Report on pages 114 to 130.
the Non-Executive Director resignations and
Nominations Committee
appointments during the year, the Audit & Risk
At the start of the financial year, the Nominations
Committee currently comprises; Helen Ashton, Bert
Committee comprised; Peter Cowgill as Chair,
Hoyt and Kath Smith with Helen Ashton as the Chair.
Andrew Leslie, Martin Davies, Heather Jackson
The Board notes that it is a requirement of and Kath Smith. Following the Non-Executive
the DTRs and a recommendation of the Code Director resignations and appointments during
that the Audit & Risk Committee as a whole shall the year, the Nominations Committee comprised
have competence relevant to the sector in which Peter Cowgill (until his departure on 25 May 2022),

Financial Statements
the Company operates. This is something which Kath Smith, Bert Hoyt and Helen Ashton. Kath Smith
was explored during the Board Evaluation process. was appointed as the Chair of the Nominations
The Board confirms that it considers the composition Committee with effect from 25 February 2022.
of the Audit & Risk Committee provides the requisite Following Kath Smith’s appointment as Interim
skills and experience. However, the Board and the Chief Executive Officer on 25 May 2022, the Board
Audit & Risk Committee considers it is prudent to considered whether she should continue as Chair
keep this under continual review in order to ensure of the Nominations Committee but, to ensure
that it remains satisfied that the expertise of the compliance with the UK Corporate Governance
membership of the Audit & Risk Committee remains Code, has concluded that this position should be
appropriate. The brief biographical detail on page 92 held by the Interim Chair. This change was effective
and the skills table included in the Nominations from 7 June 2022.
Committee report on page 107 includes details of
The Committee’s principal duties are to consider the
the experience and expertise of the Board.
size, structure and composition of the Board, ensure

Group Information
The Audit & Risk Committee met four times during appropriate succession plans are in place for the
the year with the external auditor attending part Board and Senior Management and, where necessary,
of each meeting. Details of attendance at Audit & consider new appointments to the Board and Senior
Risk Committee meetings are set out in the table on Management. The matters delegated to the remit of
page 101. The Audit & Risk Committee has held four the Nominations Committee include Board structure,
meetings to date in the current financial year. succession planning and the performance of the
Board and the Senior Management.
Remuneration Committee
At the start of the financial year, the Remuneration The Nominations Committee met four times during the
Committee comprised four independent Non- year. Details of attendance at Nominations Committee
Executive Directors; Andrew Leslie, Martin Davies, meetings are set out in the table on page 101.
Heather Jackson and Kath Smith. Andrew Leslie was
The gender balance of the Board, Senior Management
the Chair of the Remuneration Committee until his
team and the wider employee group is set out in the
resignation on 1 July 2021. Kath Smith served as
Our People section of the Corporate Social
Interim Chair until Bert Hoyt was appointed as
Responsibility Report on page 77.
Interim Chair of the Remuneration Committee in
February 2022. Following the Non-Executive Further details about the Nominations Committee
Director resignations and appointments during and its activities are set out in the Nominations
the year, the Remuneration Committee currently Committee Report on pages 106 to 107.
comprises; Helen Ashton, Bert Hoyt and Kath Smith.
Suzi Williams was appointed on 16 May 2022 as Audit, Risk & Internal Control
Non-Executive Director and will replace Bert Hoyt as For further information on the Company’s
Chair of the Remuneration Committee in due course. compliance with the Code provision relating to the
Audit & Risk Committee and auditors, please refer
The Committee’s principal duties are to determine:
to the Audit & Risk Committee Report on page 108.
– Overall Group remuneration policy. The Group’s approach to internal audit, internal
– Remuneration packages for Executive Directors controls and risk is also detailed on page 110
and Senior Management. of the Audit & Risk Committee Report.

JD Sports Fashion Plc Annual Report and Accounts 2022 103


CORPORATE GOVERNANCE REPORT CONTINUED

During the 2021/22 financial year, the FRC It is acknowledged that, at the AGM in 2021,
made a request for further information regarding Andrew Leslie did not receive the requisite number
the disclosures in the Group’s 2021 Annual Report of votes from the independent shareholders and
and Accounts as part of its regular review and was, therefore, not re-elected to the Board.
assessment of the quality of corporate reporting
in the UK. The letter focused on non-controlling Shareholder Relations
interests, intangible assets, lease accounting, net Reflecting the importance of its shareholders, the
debt to equity ratio, operating segments and Company’s ongoing engagement with shareholders
corporate governance reporting. The Group is led by a senior leadership team consisting of
provided various undertakings to the FRC to the Executive Directors, the Senior Independent
enhance the disclosures in these areas and the Director, the Investor Relations Manager and the
FRC subsequently closed their enquiries. Company Secretary, who have engaged directly with
shareholders over the course of the last financial year.
The FRC has requested that we make clear the
limitations of its review. The FRC’s review was During this period, the senior leadership team
based on the 2021 Annual Report and Accounts have been in regular contact with many of the
and, whilst it was conducted by staff who have Company’s shareholders and conducted multiple
an understanding of the relevant legal and virtual meetings (including conference calls
regulatory framework, the FRC does not have and investor road shows), particularly to seek
detailed knowledge of the business or an shareholder views on matters such as corporate
understanding of the underlying transactions governance, Company business strategy and
entered into. Communications from the FRC financial performance. The Executive Directors aim
provide no assurance that the Group’s 2021 Annual to provide the Company’s shareholders with up to
Report and Accounts are correct in all material date and reliable information on these shareholder
aspects and are made on the basis that the FRC priority areas in a transparent and collaborative
accepts no liability for reliance on them by the way, and encourages shareholders to contact
Company or any third-party, including but not them should they have any concerns they wish to
limited to, investors and shareholders. The FRC’s discuss. The Investor Relations Manager supports
role is not to verify information provided but to the Executive Directors by being a key source of
consider compliance with reporting requirements. regular updates on analyst/broker market reaction,
shareholder feedback and managing continuous
AGM Resolutions engagement between the Company’s shareholders
At the Company’s AGM, all resolutions, save for the and the Executive Directors.
independent shareholder vote on resolution 6, were
In October 2021, the Group held its second Capital
duly passed on a poll with the requisite majority.
Markets Day event. This was done physically in
However, the Board acknowledges that in respect
London with a video link that enabled international
of the resolutions set out as follows, a more than
investors to join. The purpose of this event was to
20% vote against was received:
demonstrate to shareholders the strength and
– Approval of the Directors’ Remuneration Report depth of expertise across senior positions within
(Ordinary resolution). the Group (including other territory trading
– Approval of the Directors’ Remuneration Policy divisions and Outdoor) and created direct
(Ordinary resolution). engagement with these individuals.
– Re-election of Andrew Leslie (Ordinary resolution)
Responding to shareholder feedback during the
Throughout the course of the year, the Company 2021/22 financial year, the Group has sought
has been in regular dialogue with a wide range of to address some of the key concerns raised, such as:
investors and its other key stakeholders in order to
– Creating an improved Group investor website
understand their concerns regarding the remuneration
(www.jdplc.com) which provides increased
related resolutions. During its ongoing engagement
information on Group financial performance
with shareholders, the Board has received very
and Environment, Social and Governance (ESG)
positive feedback from shareholders in respect of
issues in a more accessible way.
the changes made to its new remuneration policy,
– Made significant progress regarding Board
the material change being the addition of a share-
diversity by recruiting additional Non-Executive
based long-term incentive plan to ensure better
Directors, which has resulted in the Company
alignment between Executive pay and long-term
being compliant with the initiatives on board
shareholder value. The Board has confirmed to its
diversity proposed by the Hampton-Alexander
shareholders that there will be additional amendments
Review and the Parker Review.
to its remuneration structures, within the terms of
– Following the resignations of Andrew Leslie,
the new remuneration policy, in the future which will
Martin Davies and Heather Jackson, the Group
further align Executive pay with the long-term interests
has recruited four new Independent Non-
of its shareholders. Page 120 of the Directors’
Executive Directors and has consequently
Remuneration Report provides further details in
appointed new Chairs for the Remuneration,
the Consideration of Shareholder Views section.
Nominations and Audit & Risk Committees
and a new Senior Independent Director.

104 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
– Commenced the process to split the current appointment of Kath Smith as Interim Chief
combined Chief Executive Officer and Executive Executive Officer. The Company is currently
Chair role in line with the recommendations of considering the correct long-term appointment
the UK Corporate Governance Code 2018. and considers this position to be justifiable
on a temporary basis given the exceptional
Compliance with the code
circumstances. It is intended that the current
The Directors consider that during the year under
Interim Chief Executive Officer will revert back

Governance
review and to the date of this report, the Company
to the role of Senior Independent Non-Executive
complied with the Code except as follows:
Director following the appointment of a Group
– Code Provision 5: In relation to engagement with Chief Executive Officer.
the workforce, the Group does not have a designated – Code Provision 19: Peter Cowgill had been in his
Director appointed to the Board from the workforce role for more than nine years. Peter received
who is responsible for this engagement, nor does strong shareholder support and was subject to
it have a formal workforce advisory panel or a annual re-election. On 25 May 2022, the Group
designated Non-Executive Director responsible for announced that it had decided to accelerate
this engagement. The former Executive Chair and the separation of the roles of Chair and Chief
the Chief Financial Officer had regular interactions Executive Officer. Peter Cowgill stood down as
and meetings with the Group People Director who Executive Chair and Chief Executive Officer with
updated them regularly about the views of the immediate effect.
workforce. The former Executive Chair and the – Code Provision 24: There were less than three
Chief Financial Officer subsequently reported these members on the Audit & Risk Committee

Financial Statements
views back to the Board. The Board also receive between July and October 2021 and during this
updates about the workforce in an information pack period at least one member did not have recent
circulated to all Board members prior to most and relevant financial experience until Helen
Board meetings. The Group therefore considers Ashton was appointed in November 2021.
that it has effective arrangements in place in this Andrew Leslie did not receive sufficient votes
regard but plans to review this position before the to be re-elected to the Board in July resulting
end of the current financial year. in him stepping down from his position on the
– Code Provision 9: The role of Chief Executive Audit & Risk Committee. The Board required
Officer and Executive Chair was undertaken time to consider carefully which of the new
by one person, Peter Cowgill, which has been upcoming members of the Board held the
the case for almost the last eight years. requisite skills and qualities to become a
During this period, the Board believed that there long-term member of the Committee. Helen
was sufficient separation of responsibilities of Ashton was appointed as Chair of the Audit &
the roles usually undertaken by the Chair and Risk Committee on 15 November 2021 and, as

Group Information
the Chief Executive Officer as decisions on detailed in her biography on page 92, has recent
certain key matters were specifically reserved and relevant financial experience. Further, Bert
for the Board and the former Executive Chair Hoyt has now been appointed to join the Audit &
was subject to challenge from the Chief Financial Risk Committee, alongside Helen and Kath. As of
Officer, the Non-Executive Directors and the 25 May 2022, following Helen Ashton’s appointment
Company’s highly experienced Senior as Interim Chair of the Board, Helen Ashton serves
Management team. Notwithstanding this, during as both Chair of the Board and Chair of the Audit
the year the Company commenced a process to & Risk Committee. The Company is currently
split the role of the Chair and the Chief Executive considering the correct long-term appointment
Officer. Following the departure of the former and considers this position to be justifiable on a
Executive Chair on 25 May 2022, Helen Ashton temporary basis given the exceptional circumstances.
was appointed as Interim Chair with Kath Smith – Code Provision 32: Bert Hoyt was appointed
appointed as Interim Chief Executive Officer. as Interim Chair of the Remuneration Committee
The Nominations Committee is in the process of in February 2022. Bert has not previously served
recruiting a Group Chief Executive Officer and on a remuneration committee for at least 12 months.
Independent Non-Executive Chair. The Nominations It is intended that Suzi Williams will replace
Committee Report on page 107 provides more Bert as Chair of the Remuneration Committee
information in relation to the work undertaken in due course and has previously served on a
by the Company to date. Remuneration Committee for at least 12 months.
– Code Provision 12: There was no Senior
This report was approved by the Board and signed
Independent Non-Executive Director between
on its behalf by:
9 July 2021 and 25 February 2022. There were
a number of new appointments made to the
Board in this period and the Board wanted
time to assess the skills and qualities of the
new members to ensure it made the correct Neil Greenhalgh
long-term appointment. As of 25 May 2022, the Chief Financial Officer
Company no longer has a Senior Independent
Non-Executive Director, following the 22 June 2022

JD Sports Fashion Plc Annual Report and Accounts 2022 105


N O M I N A T I O N S C O M M I T T E E R E P O R T

“We are highly committed to Board


excellence and leadership. Ensuring
that the Board has the appropriate
balance and depth of skills, knowledge,
experience, market expertise, consumer
insight, diversity and independence
is of the utmost importance to the
Committee. We are very pleased to
HELEN ASHTON have met the requirements for both
CHAIR OF THE NOMINATIONS
COMMITTEE
the Parker Review and the FTSE
Women Leaders: Improving gender
balance in FTSE leadership.”

Committee Role and Membership on the skills and experience of all Committee
Current Members members can be found on pages 92 and 93.
– Helen Ashton (Chair of the Committee) The Committee’s performance was reviewed as
– Bert Hoyt part of the 2021/22 internally facilitated Board
Evaluation, which is covered on page 102.
The Committee was previously chaired by
the former Executive Chair but had been chaired Committee Activities 2021/22
by Kath Smith since 25 February 2022. On 25 May Non-Executive Director Appointments
2022, following the departure of Peter Cowgill, – Kath Smith was appointed as Interim Chair
Kath Smith was appointed Interim Chief Executive of the Remuneration Committee in July 2021
Officer. The Board also considered whether she (a role that was subsequently taken over by
should continue as Chair of the Nominations Bert Hoyt in February 2022 when Kath became
Committee but, to ensure compliance with the UK Senior Independent Non-Executive Director
Corporate Governance Code, has concluded that and Chair of the Nominations Committee).
this position should be held by the Interim Chair. – In 2021, Andy Rubin, Andrew Leslie, Martin
This change was effective from 7 June 2022. Davies and Heather Jackson stepped down
In accordance with Provision 19 of the UK from the Board and the Board gave thanks
Corporate Governance Code, the majority of for their service.
the members of the Nominations Committee – The Board agreed that it was necessary to
are independent Non-Executive Directors. replace all of the Non-Executive Directors
who had resigned and also to expand and
Committee Role
diversify the Board.
The Nominations Committee’s role and
– The Committee identified the need to appoint
responsibilities are covered in its terms of
Non-Executive Directors with industry experience,
reference which are available on our corporate
audit and risk and remuneration experience as well
website. Individual meeting attendance and
as digital, data and technological expertise. The
changes to membership are referenced on
Board was advised of the availability of Bert Hoyt,
pages 101 and 103 and more detailed information

Board split by gender as at 29 January 2022 Board tenure as at 29 January 2022

Male 4 0-1 years 4


Female 3 1-5 years 3
5 years+ 1

106 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
myself, Mahbobeh Sabetnia and more recently Search for a New Group CEO and Chair
Suzi Williams and concluded that each of these At its 2021 AGM on 1 July 2021, the Group
individuals would enhance and bring important announced, with the support of the former
and, in some instances, new skills to the Board. Executive Chair, that it intended to divide the
– Bert Hoyt brings considerable veteran industry role of Executive Chair and Chief Executive
experience. Bert’s sector experience of multiple Officer before the 2022 Annual General Meeting.
economic cycles, combined with Kath Smith’s, Subsequently, working with Spencer Stuart, it

Governance
can ensure that past lessons can inform the commenced a global search for a new Group
challenges of the future. Chief Executive Officer. The Group is also
– I am a qualified chartered management working with Spencer Stuart on the recruitment
accountant and, as the former CFO of ASOS Plc, of a Chair to guide the business through its next
have deep knowledge and experience of high- phase of growth and evolution. These processes
growth digital fashion. I have also been appointed are ongoing and are being led by the Interim
to Chair the Audit & Risk Committee. Chief Executive Officer, Interim Chair and one
– Mahbobeh Sabetnia has an extensive track other independent Non-Executive Director who
record delivering digital growth in global are all members of the Nominations Committee.
organisations. Mahbobeh’s expertise enables the The departure of the former Executive Chair on
Board to better evaluate the opportunities 25 May 2022 has not changed the approach to
and risks of digital, data and technology. these searches and the Board will announce
– Suzi Williams, our most recent addition to the further details in due course.

Financial Statements
Board, has significant consumer marketing and
Equality, Diversity and Inclusion
management experience and is a seasoned FTSE
Our Equality, Diversity and Inclusion Policy is
250 Non-Executive Director and Remuneration
embedded in our approach to recruitment at
Chair. It is expected that Suzi will take up the role
all levels, including the Board. That policy is
of Remuneration Committee Chair in due course.
that all employees are treated fairly and equally
– All of the Board members appointed during
regardless of age, disability, gender reassignment,
the financial period ended 29 January 2022
marriage and civil partnership, pregnancy and
have completed their full, formal and tailored
maternity, race (which includes colour, nationality
induction programmes.
and ethnic or national origins), religion or belief,
Succession Planning sex or sexual orientation.
Below is a skills matrix which sets out the core skills,
We are proud to have met the requirements of
experience, knowledge and diversity represented
the Parker Review and the FTSE Women Leaders:
by our current Board members. We hope to expand
Improving gender balance in FTSE leadership but

Group Information
the Board in due course and will use this matrix to
we are not complacent. In July 2021, the Board
help us in preparing role specifications and
comprised two female and five male Board
evaluation of potential new Board candidates.
members. As at the date of this report, there
External search consultants have been engaged are four female and three male Board members
to assist with the process for appointing Non- following the appointment of Suzi Williams on
Executive Directors during the year. These external 16 May 2022 and the departure of Peter Cowgill
search consultants have no connection to the on 25 May 2022. We acknowledge the benefits
Group or any individual Directors. of diversity in all its forms and we will continue
to strive to make our Board and senior leadership
teams more representative of our diverse workforce.

Future Aims
To ensure all of our new Board members
Skills and experience Number of Directors become fundamentally engaged with the
Operational/Commercial 7 business and remain orientated to the
future and work in a spirit of openness
Listed Market 3 and transparency with the Executive team.
experience and
governance
CEO experience 4
Brand Marketing 3
Helen Ashton
Cyber Risk & Digital 3 Chair of the Nominations Committee

Finance/Accounting 3 22 June 2022

Property 1

JD Sports Fashion Plc Annual Report and Accounts 2022 107


A U D I T & R I S K C O M M I T T E E R E P O R T

“The changes to the internal


controls framework that we
plan to implement in 2022
and 2023 will stand the
Group in good stead for the
reforms proposed by BEIS
in their 2021 consultation.”

HELEN ASHTON
CHAIR OF THE AUDIT & RISK COMMITTEE

Composition workstreams with a three-month intensive


The composition of the Audit & Risk Committee programme of works to correct priority issues
(‘Committee’) is detailed on page 103 and full complemented by the development of longer
details of the skills, experience and qualifications term initiatives which will deliver the necessary
(including recent and relevant financial experience) compliance framework and embed this into
can be found in the biographies on pages 92 and operational practices. The Board are also
93 and the skills table on page 107. The Committee committed to making the necessary resource
member meeting attendance table is shown available, internal and external, to ensure that
on page 101. these commitments are delivered.

CMA Regulatory Compliance


Overview
Issue: In December 2020, the Competition and
This has been a time of significant transition
Markets Authority (‘CMA’) opened an investigation
for the Committee, the Board and the wider Group.
into suspected anti-competitive behaviour,
The Group has performed extraordinarily well in
involving JD Sports and certain other parties, in
managing both the supply chain disruption and
relation to the price at which Rangers-branded
frequent consumer channel shift through the
replica football kit was sold in the United Kingdom
COVID-19 pandemic. However, balancing the
between September 2017 and August 2020.
operational requirements of running and growing
The CMA subsequently also opened a formal
a business through a global pandemic with the
investigation into conduct relating to Leicester
obligations of elevating governance standards
City branded products in September 2021.
to those expected of a FTSE 100 listed business
has been complex and not without challenge. Remedy: Working with external advisors, the
A number of regulatory issues have arisen through Group has already undertaken multiple training
this time which have highlighted the need for both sessions for key business teams, including the
greater relevant experience on the Board and senior leadership team. Further, having identified
more formalisation in governance systems, risk the core “building blocks” for a comprehensive
management recording, the documentation and compliance programme, the Group has a project
appraisal of internal controls and the mechanisms plan which is part way through implementation:
for reporting relevant matters to the regulatory
– Short-term: Immediate actions include training
authorities where appropriate.
sessions for Directors, senior management
Since the year end, the Board has engaged and subsidiary businesses together with
external advisors to carry out a number of the finalisation and roll out of a competition
independent investigations into certain matters compliance policy.
including these regulatory issues. Alongside these – Long-term: Longer term initiatives include
investigations, the Board has completed a review competition compliance built into the induction
of the Group’s Corporate Governance operating process, annual refresher training and scheduled
model and assessed its current compliance with regular independent monitoring of compliance
the UK Corporate Governance Code. The Board including spot checks of higher risk areas via
is committed to making the necessary changes audit interviews/key word searches.
highlighted through these reviews and has formally
On 7 June 2022, the CMA announced that it had
agreed a rectification programme plan which
issued a Statement of Objections with regards to
aims to rebase the control, risk and compliance
the sale of Rangers-branded replica football kit.
environment. This programme has four principal

108 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
The CMA’s findings are, at this stage, only – Long-term: The Group has already commenced a
provisional with the Group having the opportunity process to recruit dedicated internal resource who
to respond to them. The CMA will then consider will review compliance in the registered entities
any representations that are made before issuing and provide training and guidance to these
its final findings as to whether there has been a businesses as appropriate.
breach in competition law. Whilst the process to
UK Corporate Governance Code
reach that final decision may take several months,

Governance
Issue: The Board engaged BDO LLP to undertake
the Board has reviewed the information available
a review of the Group’s Corporate Governance
to it at this stage, including advice from third-party
operating model and to assess current compliance
experts, and believes that it is appropriate to
with the UK Corporate Governance Code (‘Code’).
recognise a provision of £2.0 million.
The outcome of the review is a number of
Issue: In February 2022 the CMA imposed a improvements that will be underpinned by having
penalty of £4.3 million on the Company for its strategic direction, purpose and values that are
failure to comply with certain provisions of the clearly articulated and commonly understood by
interim order issued by the CMA in May 2021 Board members and Senior Management. In turn,
under section 81 of the Enterprise Act 2002 in these will need to be supported by strong governance
connection with its acquisition of Footasylum structures and processes, and a culture that positively
Limited (‘Footasylum’). Further, the CMA also influences behaviours. It is the Board’s expectation
imposed a penalty on Footasylum of £0.4 million. that these improvements will be delivered over a
period of 18 months.

Financial Statements
Remedy: The Group took immediate action to
implement additional measures to strengthen Remedy: The Board are committed to enhancing
its processes surrounding its compliance with the Governance Framework and have already
the interim order which went well beyond what made a number of changes including:
was legally required by the CMA. This included a
– Since the departure of the former Executive Chair,
prohibition on all contact between the Management
that role has been split with the appointment of
Teams other than that which was either undertaken
an Interim Chair and an Interim Chief Executive
by named individuals in the Group who had been
Officer. The process to fill both of these roles on
designated as part of a ‘clean team’ or was a meeting
a permanent basis is progressing positively.
attended by legal advisors on both sides with a
– The appointment of Kath Smith as Senior
formal agenda. These measures will remain in place
Independent Director in February 2022.
until the divestment of Footasylum is complete.
Whilst it is acknowledged that Kath Smith
FCA Regulatory Compliance cannot currently act as Senior Independent

Group Information
Issue: A number of companies in the UK have a Director following her appointment as Interim
limited permission credit broking licence from the Chief Executive Officer, it is the Board’s intention
Financial Conduct Authority (‘FCA’). Principle 11 of that she will revert back to her former role upon
the FCA regulations requires a firm to deal with its the appointment of a permanent Chief Executive
regulators in an open and cooperative way and to Officer. Based on the current progress in this
disclose to the FCA appropriately anything relating search, the Board expects that Kath Smith will
to the firm of which the FCA would reasonably be able to revert to her former role as Senior
expect notice. The Board has identified that there Independent Director before the end of the
are certain historical facts and events which, with current financial year, meaning that the Group
hindsight, should have been disclosed to the FCA is compliant with this aspect of the Corporate
under this obligation. Governance Code for the start of the next
financial year.
Remedy: The Group made the necessary
– The appointment of Kath Smith as Chair of the
retrospective disclosure on 17 June 2022 with a
Nominations Committee. This appointment was
response expected from the FCA in due course.
made whilst Kath Smith was a Non-Executive
The Group is now working with specialist third-
Director. The Board has considered whether she
party advisors to deliver the necessary long-term
should continue as Chair of the Nominations
compliance frameworks.
Committee but, to ensure compliance with the
– Short-term: The immediate priority is to develop UK Corporate Governance Code, has concluded
the relevant policies, procedures and training that I should hold this position. This change was
which will facilitate regulatory activities going effective from 7 June 2022.
forward. Further, the Group has also now
commenced an application for a new named
person who will have the designated Senior
Management Functions with the FCA.

JD Sports Fashion Plc Annual Report and Accounts 2022 109


AUDIT & RISK COMMITTEE REPORT CONTINUED

The Group have also begun assessing the resource leads based in locations commensurate with
requirements necessary to support the delivery of material subsidiaries in the Group. These roles,
these governance enhancements, which could supported by local management, will drive the
involve appointing external service providers to changes required to the ICFR environments.
support delivery. The Group has also appointed an ICFR partner
with a global presence necessary to bolster the
– Short-term: The Group has already begun
Internal Controls team. The need for additional
recruiting additional members for its General
resource will remain under constant review
Counsel team who will focus on compliance.
throughout the programme. The Board is also
Further, the Board has engaged BDO LLP to
committed to ensuring that there is effective
conduct a Control, Risk and Compliance Target
testing of the Internal Control environment with
Operating Model (‘TOM’) review. The output
the creation of a formal Internal Audit function
from this will be a detailed plan and resource
at the appropriate time on this journey.
requirements assessment for an 18 month
programme of works which will move the A Board Governance Committee (‘Governance
Group towards its target of fuller compliance Committee’) has been established to manage
with the Code. and monitor the key actions arising from the
– Long-term: The Board will regularly assess Code workstreams above. Membership of this
compliance and formally agree any areas of Governance Committee includes the Chair of the
non-compliance with the aim of ensuring that Audit & Risk Committee, Chief Financial Officer,
the Group has the governance structures and General Counsel, Head of Internal Controls and
processes which are appropriate to both its size Programme Director. The Governance Committee
and international complexity. will meet at least monthly and report on progress
through to the regular Audit & Risk Committee
Risk Management and Internal Controls
meetings, at which the auditor will be in attendance.
Issue: The Group’s recent growth has added
volume and complexity to our domestic and In addition to these specific workstreams, the
international operations, systems and Governance Committee will also manage a wider
technologies. Accordingly, the Board has process to review, and enhance where necessary,
determined that an internal controls function the policies and controls which ensure compliance
should be established to ensure that the with other regulators including the Information
Group’s system of internal controls continue Commissioner’s Office, the Advertising Standards
to provide reasonable assurance against the Association and the Market Abuse Regulations of
risk of material misstatement or loss. the FCA.

Remedy: In November 2021, the Group appointed Further, the Board have accepted a recommendation
a Head of Internal Controls who reports into the from its external advisors that it should create
Chair of the Committee and the Chief Financial a separate Disclosure Committee which would
Officer. As a priority, this function is developing review matters and events in the Group and
a roadmap to embed an Internal Control over determine whether they are disclosable to the
Financial Reporting (‘ICFR’) framework across the various regulatory bodies. Membership of this
Group in 2022 and 2023. Following a risk-based Governance Committee will include the Chair
scoping exercise and a preliminary maturity of the Audit & Risk Committee, Chief Financial
assessment in key locations, the Group now has Officer and General Counsel.
a deeper understanding of its ICFR maturity and
the workstreams that are required to embed a Other Principal Duties
risk-based framework in an internationally complex The other principal duties of the Committee are to
Group that has grown rapidly in recent times. review draft annual and interim financial statements
prior to being submitted to the Board, reviewing the
– Short-term: Phase 1 of designing an Enterprise
effectiveness of the Group’s system of internal
Risk Management (‘ERM’) process will commence
control, risk management and the performance
with immediate effect. An external partner has
and cost effectiveness of the external auditor.
been selected to support this work which will
determine the detailed action plans which will
Main Activities of the Audit & Risk
deliver a Risk Framework, policies, risk registers
Committee During the Year
and the necessary resources to support JD
The Committee’s activities during the year included:
Sports Risk Management capability for the future.
– Long-term: Embedding an ICFR and ERM – Reviewing the Group’s draft financial
framework across the Group presents a statements and interim results statement
significant change programme and the Board prior to Board approval and reviewing the
is committed to resourcing it accordingly. external auditor’s detailed reports thereon
The Group is therefore increasing the size of including internal controls.
the Internal Controls team with Internal Controls

110 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
– Reviewing Board papers prepared by by the external auditor on the full-year and
management to document the significant half-year results.
accounting matters and key judgements in
The following are material areas in which
order to determine whether there is a clear
significant judgements have been applied
basis for the conclusions reached.
and have been considered by the Committee
– Regularly reviewing the potential impact on the
during the year:
Group’s financial statements of certain matters

Governance
such as the valuation of intangible assets and Valuation of Intangible Assets Recognised
proposed International Accounting Standards. as Part of the Acquisition of DTLR Villa LLC
– Reviewing the external auditor’s plan for the (‘DTLR’)
audit of the Group’s financial statements, key The Committee approved the appointment
risks of misstatement in the financial statements, of Kroll Advisory Ltd (previously known as
confirmations of auditor independence, audit Duff & Phelps Ltd) as the Group’s formal
fee and terms of engagement of the auditor. advisor in respect of the estimation of the
– Reviewing the independence and effectiveness fair value and remaining useful life of certain
of the Group’s external auditor. tangible and intangible assets of DTLR.
– Completing the tender process in respect
The Committee has reviewed the acquisition
of the Group’s external auditor.
accounting in relation to the purchase of DTLR
– Reviewing the whistleblowing arrangements
and has considered the assumptions used in
in place for employees to be able to raise
the intangible valuation model; primarily the

Financial Statements
concerns in confidence. Subsequently, the
budgets and forecasts, discount rates and
Committee has agreed to appoint an
royalty rates used. The external auditor provides
independent third-party to run the
to the Committee detailed explanations of their
whistleblowing service to give employees
review of the acquisition accounting, including
additional confidence that concerns may be
their assessment of the royalty rate utilised in
raised without fear of retribution.
the valuation of the DTLR Villa tradename and
– Consideration of the Company’s risk register
their challenge of management’s key assumptions
and internal controls.
and discount rates. The Committee has also
– Assessment of the need for an internal audit
reviewed the disclosures in the financial statements
function and the effectiveness of the Group’s
including sensitivity analyses.
existing system of internal controls. This will be
considered further in the forthcoming TOM Valuation of the Genesis Topco Inc Put Option
review being undertaken by BDO LLP. The Committee has reviewed the valuation

Group Information
of the Genesis Topco Inc put option and
In addition, following the identification of the
has considered the assumptions used in the
regulatory issues, a separate sub-committee of
valuation model; primarily the EBITDA multiple,
Non-Executive Directors was formed consisting of
the approved forecasts and the discount rate
the Chair of the Audit & Risk Committee and the
used. The external auditor provides to the
Senior Independent Director. This sub-committee
Committee detailed explanations of their review
was tasked with managing both the independent
of the valuation, including their challenge of
investigations into the regulatory issues and the
management’s key assumptions and discount
assessment of the Group’s compliance with the UK
rates. The Committee has also reviewed the
Corporate Governance Code. Whilst the Senior
disclosures in the financial statements including
Independent Director was appointed as the Interim
the sensitivity analysis performed.
Chief Executive Officer prior to these investigations
being completed, the Board believed that completion Accruals
of these investigations was best served by Given the recent strong performance of the
continuity of membership in this sub-committee. Group there may be an incentive of management
to manipulate the results and accruals has been
Financial Statements and Significant
identified as an area more susceptible to
Accounting Matters
management bias. The Committee has reviewed
The Committee is responsible for reviewing the
a Board paper detailing the key judgements in
Group’s draft financial statements and interim
respect of certain accruals and is comfortable
results statement prior to Board approval.
that there is a clear basis for the conclusions
As part of such review, the Committee considers
reached supporting the existence, accuracy
whether suitable accounting policies have been
and presentation of accruals. The external
adopted and whether appropriate judgements
auditor has provided to the Committee detailed
have been made by management. The Committee
explanations of their audit work in this area and
also considers whether appropriate disclosure
the Committee has also reviewed the disclosures
of significant estimates and judgements has
in the financial statements.
been made. The Committee also reviews reports

JD Sports Fashion Plc Annual Report and Accounts 2022 111


AUDIT & RISK COMMITTEE REPORT CONTINUED

Provisions to monitor business activities and major risks


Given the breadth of regulatory responsibilities and the progress towards financial objectives
imposed on the Company, there is a risk in respect in the short and medium-term.
of non-compliance with such laws and regulations – Monitoring of store procedures and the reporting
which could ultimately lead to financial penalties and investigation of suspected fraudulent activities.
imposed on the Company. Consequently, there – Reconciliation and checking of all cash
is also an inherent risk present in terms of the and stock balances and investigation of
completeness and presentation of provisions any material differences.
and contingent liabilities. In particular, due to
The Chair of the Committee has regular interaction
the element of estimation uncertainty applied,
with the Head of Internal Controls and senior
there is a risk that liabilities may be more akin
members of the Group finance department in
to a provision rather than an accrual, the former
order to monitor and assess the effectiveness
having more extensive disclosure requirements
of the Group’s system of internal controls.
in the financial statements. The Committee has
reviewed the reports prepared by the external The Board has a responsibility to review the
advisors in relation to the investigations referred effectiveness of the Group’s system of internal
to above and is comfortable that there is a clear controls. In establishing the system of internal
basis for the conclusions reached. Further, the control, the Directors have regard to the
Committee have also made enquiries of: materiality of relevant risks, the likelihood
of a loss being incurred and costs of control.
– Material subsidiaries.
It follows, therefore, that the system of internal
– Senior members of the General Counsel team.
control can only provide reasonable, and not
– The Senior Leadership team.
absolute, assurance against the risk of material
misstatement or loss.
In addition, the external auditor has provided to the
Committee detailed explanations of their audit work There has been significant change in the
in this area and the Committee has also reviewed composition of the Audit & Risk Committee and
the disclosures in the financial statements. wider Board through the year. However, through
the regular Board Meetings, there has still been
Internal Audit and Internal Controls
a continuous assessment of the emerging and
The Board, in conjunction with the Committee, has
principal risks through the year. Further, the Board
full responsibility for the Group’s system of internal
is satisfied that the internal controls have operated
controls and monitoring their effectiveness. However,
effectively through the year although they accept
such a system is designed to monitor and manage
that there can be greater formality in these areas and
the risk of failure to achieve business objectives
so, as noted above, have determined that an internal
and cannot eliminate such risk entirely. The Board
controls function should be established to ensure
seeks to manage this risk by having established
that the Group’s system of internal controls continue
a well-defined organisational structure, clear
to provide reasonable assurance against the risk of
operating procedures, embedded lines of
material misstatement or loss as the Group continues
responsibility, delegated authority to executive
to grow and expand. An 18-month implementation
management and a comprehensive financial
plan is being developed, with clear milestones and
reporting process.
a governance structure to monitor progress and
Key features of the Group’s system of internal ultimately provide the Audit & Risk Committee
control and risk management are: with the visibility it requires for effective oversight.
An update on this programme will be provided in
– Identification and monitoring of the business
next year’s Annual Report and Accounts.
risks facing the Group, with major risks identified
and reported to the Committee and the Board The non-ICFR activities of the Internal Controls
with in-depth quarterly updates and reviews function will be driven by the Group’s risk
as appropriate. management framework (see page 110).
– Detailed appraisal and authorisation procedures The Committee will oversee all activities of the
for capital investment, which is documented in internal controls function and will receive regular
the Matters Reserved for the Board and the updates on the progress of agreed activities.
Group’s Contract Authorisation Policy.
In previous financial years, the Committee has
– Prompt preparation of comprehensive monthly
determined that an internal audit function was not
management accounts providing relevant,
necessary given the work performed by existing
reliable and up-to-date information. These allow
business functions. However, as the roadmaps for
for comparison with budget and previous year’s
risk management and internal controls begin to
results. Significant variances from approved
deliver their intended benefits, it is important that
budgets are investigated as appropriate.
they are supported by a culture of continuous
– Preparation of comprehensive annual profit
review and improvement. Therefore, it is expected
and cash flow budgets allowing management

112 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
that, in due course the responsibilities of the – For individual pieces of work between
internal controls function will evolve to include £25,000 and £50,000: Approval by the
internal audit. Finally, the Committee believes that Chair of the Audit & Risk Committee.
the changes we are implementing in 2022 and – Work in excess of £50,000: Approval
2023 will stand the Group in good stead for the by the full Audit & Risk Committee.
reforms proposed by the Department for Business,
Energy and Industrial Strategy (‘BEIS’) in their External Audit Tender Process

Governance
2021 consultation on ‘Restoring trust in audit KPMG have acted as auditor to the Company
and corporate governance’. since its flotation in 1996. The Committee is
satisfied that this is in compliance with the
Whistleblowing Policy FRC’s rules on mandatory firm rotation.
The Group has a formal whistleblowing policy in The Committee acknowledges that the lead
place which provides details of how employees audit partner is subject to rotation every five
can raise concerns in relation to the Group’s years to safeguard independence, with a new
activities or the actions of any employee of lead audit partner having been appointed during
the Group on a confidential basis. The Group is the 2020/21 financial year. The Committee is
evolving the reporting mechanism with the confident that this has brought an additional
support of an independent third-party provider level of independence to the audit process.
with regular review of reporting via the Audit &
During the 2021/22 financial year, the Committee
Risk Committee who are also responsible for
concluded its tender process on the appointment

Financial Statements
reviewing the policy on an annual basis.
of a new external auditor to replace KPMG LLP
with Deloitte LLP providing the most compelling
Anti-Bribery & Corruption Policy
global proposal.
The Group strives to conduct itself in all areas
and at all levels in an ethical manner. The Group Subject to approval by shareholders at the 2022
takes a zero tolerance approach to bribery and Annual General Meeting, KPMG will report on the
corruption, amongst its employees, suppliers and results to 28 January 2023. Thereafter, it is the
any associated parties acting on the Group’s behalf Board’s intention to recommend the appointment
and this is very clearly documented in the way that of Deloitte to shareholders at the 2023 Annual
it contracts with any such third-parties. The Group General Meeting with Deloitte’s first report to
has a detailed Anti-Bribery and Corruption Policy members being on the results to 3 February 2024.
and is committed to acting professionally, fairly
The Committee confirms that the Company
and with integrity in all its business dealings.
otherwise complied throughout the financial year

Group Information
The Group has appropriate processes in place under review with The Statutory Audit Services for
through its Profit Protection team to audit compliance Large Companies Market Investigation (Mandatory
with its Anti-Bribery and Corruption Policy and its Use of Competitive Tender Processes and Audit
Gifts and Hospitality Policy, periodically. Committee Responsibilities) Order 2014.

External Auditor Fees External Auditor Reappointment


A breakdown of the audit and non-audit related The Audit & Risk Committee recommends that
fees are set out in Note 3 to the Consolidated KPMG be reappointed as the Company’s statutory
Financial Statements on page 154. auditor for the 2022/23 financial year. The
Committee, after careful consideration including
The Committee has regard to the FRC rules
of the auditor’s performance during their period
on auditor independence and the provision of
in office, is satisfied with the level of independence
non-audit services by the auditor and in particular
and impartiality of the external auditor and is
the policy on the provision of non-audit services
satisfied with the audit process and that the
by the external auditor. The Committee recognises
way it operates remains effective.
that the policy’s objective is to ensure auditor
independence and appropriate levels of approval
for non-audit work being undertaken by the
external auditor. Under the policy, any non-audit
services to be undertaken by the auditor which
are not prohibited under the audit reforms
require advance authorisation in accordance Helen Ashton
with the following: Chair of the Audit & Risk Committee

– For individual pieces of work below £25,000: 22 June 2022


Approval by the Chief Financial Officer.

JD Sports Fashion Plc Annual Report and Accounts 2022 113


D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T

“The Remuneration Committee


continues to monitor the
overall remuneration policy
to ensure it remains fit
for purpose in our high
performing business.”

BERT HOYT
INTERIM CHAIR OF THE
REMUNERATION COMMITTEE

Annual Statement of the Chair This Annual Report on Remuneration, together


of the Remuneration Committee with the Annual Statement, will be subject to an
advisory shareholder vote at the 2022 AGM.
Dear Shareholder
The following paragraphs summarise key
As Interim Chair of the Remuneration Committee
highlights from the business performance
(the ‘Committee’), I am pleased to present the
during the 2021/22 financial year which
Company’s Remuneration Report for the 2021/22
informed the Committee activities:
financial year, my first since I took over as the
Chair of the Remuneration Committee on – Record result for the year with profit before tax
25 February 2022. and exceptional items of £947.2 million, more
than double the previous record set in the year
This Directors’ Remuneration Report (‘Report’)
to 1 February 2020 (2021: £421.3 million;
summarises the activities of the Committee
2020: £438.8 million) demonstrates management’s
during the 2021/22 financial year. It sets out
capabilities in relation to managing both supply
the remuneration details for the Executive and
chain disruption and frequent consumer channel
Non-Executive Directors of the Company during
shift through the COVID-19 pandemic. This result
the year, as well as a summary of the shareholder-
includes £125.6 million of profit from the combination
approved Directors’ Remuneration Policy (the
of acquisitions in the year and the annualisation
‘Policy’). This report has been prepared in
period of businesses bought in the 52 weeks to
accordance with Schedule 8 of The Large and
30 January 2021.
Medium-sized Companies and Groups (Accounts
– Significant acquisitions in the period have further
and Reports) Regulations 2008 (as amended)
extended the Group’s geographical reach.
(‘Regulations’) and the requirements of the Listing
– International development of JD in other
Rules. The Companies Act 2006 requires the
markets continues to gain momentum.
auditor to report to the shareholders on certain
– A major programme of work is being progressed
parts of the Report and to state whether, in their
to enhance the logistics network and fulfilment
opinion, those parts of the report have been
capabilities across the UK and Western Europe.
properly prepared in accordance with the
Regulations. The parts of the Annual Report This financial year being the second year of the
on Remuneration that are subject to audit are COVID-19 pandemic has been a year of recovery
indicated in that report. and unprecedented growth. During this period of
recovery and growth, the Committee has focused
Key Highlights on ensuring that its Executive Director and Senior
There are three sections: Management remuneration continues to be aligned
with the Group’s short, medium and long-term
– This Annual Statement.
strategic aims. Alongside the Committee, the
– The Policy Report which sets out a summary of
Group have been focusing on a number of key
the Company’s remuneration policy for Directors
areas including, but not limited to:
which was approved by shareholders at the 2021
AGM on 1 July 2021. – the continuation of being well-equipped to
– The Annual Report on Remuneration providing deal with the different COVID-19 variants
details on the Directors’ remuneration in the which may cause local and national lockdowns;
2021/22 financial year and how the Policy will – Executive and Senior Manager remuneration; and
be operated during the 2022/23 financial year.

114 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
– colleague welfare, diversity, inclusion and Benchmarking
social mobility. An annual market review of the basic salary and
total earnings of the Chief Financial Officer has
These areas are covered in greater detail within
been undertaken. This is to ensure that remuneration
the report but are summarised below.
remains appropriate for the market in which the
Group operates. As per previous exercises, this was
COVID-19 Recovery & Growth
based on publicly available information from FTSE

Governance
Key measures were taken in the previous financial
100 companies as well as companies within the
year to protect the Group and its position during
retail industry who may fall outside of the FTSE 100
such challenging times which included:
listing but have made annual report disclosures.
– voluntary reductions in salary for several
This includes the following businesses:
members of the Board and Senior Management
team ranging from 20-30% of salary; – Next
– voluntary reduction of 75% of salary for the – ASOS
former Executive Chair; – M&S
– a freeze to all pay rises outside of statutory – ABF
required increases; – John Lewis
– deferment of all incentive payments including – BT Group
bonuses and LTIP’s; and – Tesco
– recruitment freezes outside of business- – Unilever

Financial Statements
critical roles. – Diageo
– Burberry Group
This demonstrated the commitment to
the Group at the senior levels to recovery, In addition, for this year’s review, the Group have also
whilst securing jobs and retaining colleagues. engaged with external remuneration consultants for
The safeguarding of employment for as many a more in-depth benchmarking exercise across the
of our colleagues as possible during the industry for the Executive Directors and intend to
pandemic, I believe, has directly contributed extend such professional review to the Senior
to the Group’s ability to provide a strong Management team in the future years.
financial performance throughout.
The results of both activities illustrated that
Reflecting the continuous success of the Group we continue to pay at low-mid quartile levels
as a business, the Board has repaid £24.4 million of despite the exponential year-on-year growth in
support that it has received from the Coronavirus profit and shareholder returns. In this context,

Group Information
Job Retention Scheme in the UK during the year. the Committee agreed a salary increase for the
We believe that this demonstrates the strength Chief Financial Officer to £450,000 (currently
of the Group’s success and commitment to £350,000). Although the increase for the Chief
the retention of jobs as well as growth for the Financial Officer is at a materially higher rate than
business as whole. those given to the wider workforce, the Committee
believes that it is pivotal that he continues to remain
Executive and Senior motivated to deliver superior performance for the
Management Remuneration Group by a fair remuneration package based on
As with previous years, the Committee is the size and complexity of the role.
dedicated to ensuring that the remuneration
The Committee also agreed a standard increase
packages seek to retain and motivate the
of 5.0% for the former Executive Chair in line with
Executive Directors and Senior Management
the wider workforce percentage increases (an
team members (consisting of the Group’s core
additional £43,000 from £863,000 to £906,000).
management team, excluding the Board of
Directors) who are a fundamental part of the
2021/22 Annual Bonus Outcome
Group’s success and the Board’s succession
The Group has demonstrated exceptional business
and future growth plans. Throughout the period,
performance during the financial year despite
the Group strived to ensure best market practice
extremely challenging commercial and financial
as well as to ensure that the remuneration remains
factors globally. As a result the formulaic commercial
competitive within the Remuneration Policy.
and strategic outcome was 100% of maximum.
To continue the progress made in the previous However, corporate governance issues, as noted in
years, the Group have undertaken numerous the governance section on page 108, were brought
activities as detailed below. to the attention of the Committee and the Committee
exercised discretion to reduce the annual bonus
payout as noted on page 124. Bonus payments
remain subject to the ongoing Remuneration Policy.

JD Sports Fashion Plc Annual Report and Accounts 2022 115


DIRECTORS’ REMUNERATION REPORT CONTINUED

Share-based Remuneration Over the course of the coming financial year the
We have successfully implemented the new Group is also reviewing the current pay strategy,
share-based long-term incentive plan (the ‘LTIP’) as including discussing with colleagues at the
approved by shareholders at the 2021 AGM with the Engagement Forums alternative remuneration
grant of the first awards during the 2021/22 financial approaches that could be beneficial for them.
year. The terms of the LTIP awards were reviewed by
The Group has also focused significantly on
external advisors as well as internal finance and tax
creating a wide-ranging number of roles and
teams to ensure they were market competitive and
pathways available to new colleagues across
compliant with relevant regulations.
the Group, particularly in the areas of diversity
In line with investor feedback, from the 2022/23 of employability and early careers. As a result,
financial year, the proportion of the share-based we now offer employment and apprenticeship
element of the Chief Financial Officer’s annual opportunities to an even wider variety of people.
LTIP award will increase from 33% to 50% of the
maximum opportunity.

Succession Planning
As disclosed on 25 May 2022, the Group has
accelerated the separation of the roles of Chair Bert Hoyt
and Chief Executive Officer as a consequence of Interim Chair of the Remuneration Committee
an ongoing review of its internal governance and
22 June 2022
controls. As a result, the Group are in the process
of recruiting a permanent Chief Executive Officer
and Non-Executive Chair.

In this context, the Committee continues to review


the appropriateness and alignment of the current
Policy to ensure that it remains fit for purpose
and facilitates the recruitment and retention of
these roles.

Further details regarding Board composition are


provided on page 92.

Welfare, Diversity, Inclusion


and Social Mobility
The Group has taken steps to move forward
in the areas of welfare, diversity, inclusion and
social mobility as detailed in Our People section
on page 76.

The Group continues to review and monitor the


remuneration of the wider workforce as part of
our annual pay review. Our pay review considers
the remuneration strategy for the wider workforce
including statutory increases and bonus payments
linked to the Group and individual performance as
well the cost of living increase.

116 JD Sports Fashion Plc Annual Report and Accounts 2022


DIRECTORS’ REMUNERATION POLICY (UNAUDITED)

Strategic Report
The Policy was approved by shareholders on 1 July 2021. The Policy will apply for a maximum of three years until the 2024 AGM.
A summary of the Policy is set out below. The full Policy is set out in the 2021 Directors’ Remuneration Report as part of our
2021 Annual Report which can be found on our website www.jdplc.com/reports-presentations.

Changes to the Existing Directors’ Remuneration Policy


The Committee believes that the overall structure of the Policy remains fit for purpose and is not proposing to make any
change to the Policy as part of this report. This may be reviewed as part of the succession planning in the future.

Governance
How the element
supports our short
and long-term
strategic objectives Operation Maximum opportunity Performance targets

Base salary Base salaries for the Executive Base salaries will None
Provides a Directors are normally reviewed normally be reviewed
competitive fixed annually by the Committee. annually, but
level of remuneration the Committee reserves
The following factors are taken
to attract and retain the right to review fees
into account when determining
Executive Directors on a discretionary basis
base salary levels:
of the necessary if it believes an
calibre to execute – Remuneration levels at adjustment is required
the Group’s strategy comparable quoted UK to reflect market

Financial Statements
and deliver retail companies. rates or performance.
shareholder value. – The need for salaries
There is no prescribed
to be competitive.
maximum annual
– The performance of the
increase.
individual Executive Director.
– Experience and responsibilities of The Committee is
the individual Executive Director. guided by the general
– Pay for other employees in increase for the broader
the Group. employee population
– The total remuneration available but on occasion may
to the Executive Directors and need to recognise, for
the components thereof and the example, an increase
cost to the Group. in the scale, scope
or responsibility of
the role, as well as

Group Information
market rates.

Benefits The current benefit provision The Committee None


Ensures the is detailed on page 121. determines
overall package the appropriate level
Other benefits may be provided
is competitive taking into account
where appropriate, including
for Executive market practice
health insurance, life insurance/
Directors. and individual
death in service, travel and
circumstances.
relocation expenses.
There is no prescribed
maximum.

Pensions Payments are made into a defined The maximum pension None
Provides market contribution pension scheme with provision is 8% of salary.
competitive post- company contributions set as a
retirement benefits for percentage of base salary.
Executive Directors.
The Committee has the discretion
to pay a cash amount in lieu of
a pension contribution. Any
such payment would not form
part of the salary for the purposes
of determining the extent of
participation in the Group’s
incentive arrangements.

JD Sports Fashion Plc Annual Report and Accounts 2022 117


DIRECTORS’ REMUNERATION REPORT CONTINUED

How the element


supports our short
and long-term
strategic objectives Operation Maximum opportunity Performance targets

Annual Bonus The bonus is paid annually in The maximum bonus The targets are set by the Committee each year
Provides Executive cash and is non-pensionable. opportunity may be and are based on a combination of financial and
Directors with the up to 200% of salary. strategic KPIs, with target and maximum levels.
Clawback and malus provisions
opportunity to earn
apply to the bonus. Two thirds of the annual bonus will be linked
performance-related
to financial targets.
bonuses based on The Committee can use its
the achievement discretion to reduce, cancel or The Committee retains the discretion to adjust
of financial targets impose further conditions on the the performance targets in the event of
and key performance awards where it considers such significant corporate activity during the year.
indicators which action is appropriate. This includes
incentivise the The Committee will review the Group’s
where there has been a material
achievement of the overall performance before determining
misstatement of the Group’s
business strategy. final bonus levels.
audited financial results, a serious
failure of risk management or The Committee may, in exceptional circumstances
serious reputational damage. amend the bonus pay-out should this not, in the
view of the Committee, reflect the overall business
On change of control, the
performance or individual contribution.
Committee may pay bonuses
on a pro-rata basis measured The Committee is of the opinion that, given the
on performance up to the date commercial sensitivity arising in relation to the
of change of control. detailed targets used for the annual bonus,
disclosing precise targets for the bonus plan
in advance would not be in shareholder interests.
Actual targets, performance achieved and
awards made will be published in the following
year’s Annual Report so that shareholders can
fully assess the basis for any pay-outs under
the annual bonus.

Long Term Incentive Both the cash and share award Base award on grant Subject to performance criteria being met,
Plan (LTIP) will be subject to a three-year equal to 100% of salary. the value of the base award will trigger from
Provides the performance period. If met, the agreed financial performance metrics.
Pay-out is capped at
Executive the cash element will vest
250% of salary. The final value of the award is linked to the
Directors with the after three years. Any
change in profits and/or share price, subject
opportunity to earn share‑based elements This applies to the
to the overall cap.
competitive rewards. will vest after five years. total value of both
cash and share-based Targets will be disclosed in the Annual Report
Aligns the Executive Malus and clawback provisions
elements combined. for the year following a performance period.
Directors’ interests apply to unvested awards.
more closely with
The Committee can use its
those of shareholders.
discretion to reduce, cancel or
Focuses the Executive impose further conditions on the
Directors on awards where it considers such
sustaining and action is appropriate. This includes
improving the where there has been a material
long-term financial misstatement of the Group’s
performance of the audited financial results, a serious
Group and rewards failure of risk management or
them appropriately serious reputational damage.
for doing so.
LTIP awards track the Group’s
share price and/or a measure
of Group profit.

118 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
How the element
supports our short
and long-term
strategic objectives Operation Maximum opportunity Performance targets

Non-Executive The Board as a whole is responsible The fees paid to None


Director fees for setting the remuneration of Non-Executive Directors
Provides a level of the Non-Executive Directors, normally will be

Governance
fees to reflect the other than the Chair whose reviewed annually, but
time commitment remuneration is considered the Committee reserves
and contributions by the Committee and the right to review fees
that are expected recommended to the Board. on a discretionary
from the Non- basis if it believes an
Non-Executive Directors
Executive Directors. adjustment is required
are paid a base fee in cash.
to reflect market rates,
Additional fees may be paid for
scope of responsibilities
additional responsibilities such
or performance.
as acting as Senior Independent
Director or the Chair of a There is no prescribed
Committee of the Board. maximum increase, but
in general the level of
Fee levels are reviewed annually.
fee increase for the
The Non-Executive Directors do Non-Executive Directors

Financial Statements
not participate in the Group’s will be set taking
incentive arrangements and no account of any change
pension contributions are made in responsibility and
in respect of them. Reasonable the general rise in
travel and subsistence expenses salaries across the
may be paid or reimbursed by UK workforce.
the Group.

Service Contracts
Details of the contracts currently in place for Executive Directors are as follows:

Notice
period
Name Date of contract (months) Unexpired Term

Group Information
Peter Cowgill 16 March 2004 12 Rolling 12 months
Neil Greenhalgh 1 November 2018 12 Rolling 12 months

It is the Group’s policy that notice periods for Executive Director service contracts are no more than 12 months.

The service contracts and letters of appointment are available for inspection by shareholders at the forthcoming AGM
and during normal business hours at the Group’s registered office address.

Non-Executive Directors
The Non-Executive Directors have entered into Letters of Appointment with the Group which are terminable by the
Non-Executive Director or the Group on not less than three months’ notice.

In 2021/22 we have appointed four new Non-Executive Directors. These appointments will positively contribute to the global
development and momentum of the Group as well as increasing the gender, ethnic and cultural diversity of the Board.

Payments for Loss of Office


In the event of early termination, the Group may make a termination payment not exceeding one year’s salary and benefits.
Incidental expenses may also be payable where appropriate. It is at the discretion of the Committee as to whether departing
Directors would be paid a bonus. In exercising its discretion on determining the amount payable to an Executive Director on
termination of employment, the Board would consider each instance on an individual basis and take into account contractual
terms, circumstances of the termination and the commercial interests of the Group. When determining whether a bonus or
any other payment should be made to a departing Director, the Committee will ensure that no ‘reward for failure’ is made.
The Committee may make a payment to a departing Director for agreeing to enter into enhanced restrictive covenants
following termination where it considers that it is in the best interests of the Group to do so.

In the event of gross misconduct, the Group may terminate the service contract of an Executive Director immediately
and with no liability to make further payments other than in respect of amounts accrued at the date of termination.

The current Executive Director service contracts permit the Group to put an Executive Director on garden leave for the
duration of the notice period.

JD Sports Fashion Plc Annual Report and Accounts 2022 119


DIRECTORS’ REMUNERATION REPORT CONTINUED

Where cessation of employment is due to ill-health, injury, disability or the sale of the employing entity out of the Group, the
unvested LTIP award will continue. It will continue to vest in accordance with the original vesting date unless the Committee
determines that it should vest as soon as reasonably practicable following the date of cessation. In these cases, the award
may be subject to a proration and the incremental value changes may be capped.

Where cessation of employment is due to death, the LTIP award will, unless the Committee determine otherwise, vest as soon
as reasonably practicable following death. Where the Executive Director is dismissed lawfully without notice, the LTIP award
will lapse on the date of cessation. In these cases, the award may be subject to a proration and the incremental value changes
may be capped.

In all other circumstances the Committee will determine if the award will lapse, in which case it will determine the extent to
which the unvested LTIP award shall vest taking into account the extent to which the performance target is satisfied at the
end of the performance period or, as appropriate, on the date on which employment ceases. The period of time that has
elapsed since the start of the performance period to the date of cessation of employment will also be taken into account
unless the Committee determines otherwise.

Change of Control
The Executive Director service contracts contain a change of control provision whereby if 50% or more of the shares in the
Group come under the direct or indirect control of a person or persons acting in concert, an Executive Director may serve
notice on the Group, at any time within the 12 month period following a change of control, terminating their employment.

In the event of a change of control, LTIP awards will vest at the date of change of control (other than in respect of an internal
reorganisation) unless the Committee determines otherwise.

Statement of Employee Conditions Elsewhere in the Group


Remuneration arrangements are determined throughout the Group based on the same principle that reward should be
achieved for delivery of the Group’s business strategy and should be competitive within the market to attract and retain
high-calibre talent, without paying more than is necessary.

Senior Managers below Board level with a significant ability to influence Group results may participate in an annual bonus plan
and LTIP which reward both performance and loyalty and are designed to retain and motivate. The current share-based LTIP
for the Executive Chair and the Chief Financial Officer will be rolled out to the Senior Management team in the coming years.

The Committee considers pay and employment conditions across the Group when reviewing the remuneration of the Executive
Directors and other senior employees. In particular, the Committee considers the range of base pay increases across the Group
when determining the increases to award to the Executive Directors.

The Committee has obtained the views of the workforce on issues such as remuneration via the various workforce forums led by
the Group’s People business partners and attended by Senior Management, including the former Executive Chair. Such views have
been communicated, as appropriate, to the Committee and the Board via the monthly Board reporting process. The workforce
committee has provided further insights into the Group’s engagement practices which have been fully considered by the
Committee and the Board. Changes which have been implemented as a result of these are:

– The introduction of an employee welfare committee.


– Global campaign for diversity and inclusion.
– Employee engagement forums.
– Apprentice and Kickstart scheme initiatives.

Consideration of Shareholder Views


The Committee engaged with several major shareholders to obtain their views on key aspects of the Policy implementation.

In previous years, shareholders were concerned that the LTIP scheme implemented did not go far enough to align remuneration
with shareholder interests. As such, the Committee implemented a significant change to the LTIP scheme from 2021/22 for
Executive Directors by granting share-based LTIP awards. Currently this has been rolled out to the Executive Directors but
more members of the Senior Management team will become eligible for participation. For 2022/23, awards will be granted as
a hybrid of cash and share-based awards for the Chief Financial Officer, with a greater emphasis on the share-based element
than in 2021/22.

There were concerns raised previously in relation to the loss of simplicity of the arrangement. Whilst there are added complexities
with the new LTIP given that, for the Chief Financial Officer only, it is a hybrid scheme involving cash and shares, the intention of
the Committee is that this will move towards an all share-based scheme at the appropriate time in the future, which should also
have the effect of simplifying the scheme.

120 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Annual Report on Remuneration
Single Total Figure of Remuneration (Audited)
The table below sets out the single total figure of remuneration and breakdown for each Executive and Non-Executive
Director in respect of the 2021/22 financial year. Comparative figures for the 2020/21 financial year have also been provided.
Figures provided have been calculated in accordance with the UK disclosure requirements: Schedule 8 of The Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the requirements of
the Listing Rules.

Governance
Total Fixed Total Variable
Salary / Fee Benefits Bonus LTIP Pension Others Remuneration Remuneration
Name (£’000) (£’000) (£’000) (£’000) (£’000) (£’000) (£’000) (£’000)

2021/ 2020/ 2021/ 2020/ 2021/ 2020/ 2021/ 2020/ 2021/ 2020/ 2021/ 2020/ 2021/ 2020/ 2021/ 2020/
22 21 22 21 22 21 22 21 22 21 22 21 22 21 22 21

Peter Cowgill 863 701 3 3 1,553 1,295 – – – – – 3,000 866 704 1,553 4,295
Neil Greenhalgh 333 278 12 12 367 300 600 259 23 22 – – 368 312 967 559
Andrew Leslie 31 52 – – – – – – – – – – 31 52 – –
Martin Davies 35 58 – – – – – – – – – – 35 58 – –
Heather
Jackson 46 45 – – – – – – – – – – 46 45 – –

Financial Statements
Kath Smith 58 45 – – – – – – – – – – 58 45 – –
Andy Rubin – – – – – – – – – – – – – – – –
Andy Long – – – – – – – – – – – – – – – –
Bert Hoyt 25 – – – – – – – – – – – 25 – – –
Helen Ashton 17 – – – – – – 17 – – –
Mahbobeh
Sabetnia 10 – – – – – – 10 – – –
Notes:
(1) Both the former Executive Chair and the Chief Financial Officer are in the lower quartile of total remuneration (when compared to publicly available information of
other FTSE 100 businesses). As a result, an increase to the salary of the Chief Financial Officer was given after the salary reduction during the 2020/21 financial year
due to COVID-19 and the former Executive Chair’s salary level was restored to its 2019/20 level. Salary reviews are effective annually from 1 April 2021.
(2) With effect from April 2021, Neil Greenhalgh’s annual salary was increased by £50,000.
(3) The 2021/2022 fee figure for Bert Hoyt (commenced 8 September 2021), Helen Ashton (commenced 15 November 2021) and Mahbobeh Sabetnia (commenced

Group Information
29 November 2021) represents a part-year figure based on when they commenced their role. Andy Long joined the Board on 6 May 2021 but does not receive
any remuneration in connection with his directorship.
(4) The 2021/22 salary figure for Andrew Leslie (resigned 1 July 2021), Martin Davies (resigned 9 July 2021) and Heather Jackson (resigned 29 November 2021) are
also part-year, based on their leave date. Andy Rubin left the Board on 6 May 2021 and did not receive any remuneration in connection with his directorship.
(5) The basis of calculation has been updated to ensure all figures are based on year to date values.
(6) Neil Greenhalgh’s pension value is provided by means of a pension allowance salary supplement and an Employers Pension Scheme contribution. The values for
2021/22 have been updated to reflect what was paid during the financial year 2021/22. Peter Cowgill did not receive a pension contribution.

The benefit received by Peter Cowgill and Neil Greenhalgh is healthcare insurance. A car allowance is also payable to Neil Greenhalgh.

Pension contributions were:

– Peter Cowgill – 0% of salary; and


– Neil Greenhalgh – 8% of salary.

JD Sports Fashion Plc Annual Report and Accounts 2022 121


DIRECTORS’ REMUNERATION REPORT CONTINUED

Additional Information Regarding the Single Figure Table (Audited)


2021/22 Annual Bonus Awards
Under the Directors’ Remuneration Policy, the maximum bonus awards for Executive Directors are up to 200% of salary. Based
on an assessment of the relative roles and responsibilities, the Committee determined that the maximum bonus opportunities
for 2021/22 would be 200% of salary for the former Executive Chair and 120% of salary for the Chief Financial Officer.

The annual bonuses for the Executive Directors were based on a mix of financial targets (66.7%) and strategic/non-financial
performance objectives (33.3%). The Committee maintains the view that this is an appropriate method of incentivising the
Executive Directors to focus their efforts on the fundamental drivers for growth and exceptional performance during the
course of the financial year. The apportioning and determination of the award values for the 2021/22 annual bonus values
were measured against the following criteria:

Weighting Criteria Target Outcome Actual performance % vesting

Profit Before Tax 67% £460.1 million £483 million £957.9 million 100%
and Exceptional
Items (proforma
IAS 17 basis)

People 6.7% Promote and expand Identify a succession All senior leadership team members have a 100%
the succession planning plan for the senior succession plan to develop the appropriate
and development leadership team. skills and leadership to step into business-
of people within critical roles and have highlighted pathway
Ensure that the targets
the Group. planning strategies for the forthcoming
are met in line with the
financial year.
Hampton-Alexander
Davies review and Changes to infrastructures have been put in
the Parker review. place to allow for growth of apprenticeships,
skills training, qualifications and engagement
Provide an
in government initiatives whilst focusing
infrastructure that
on diversity, equality and inclusion and social
supports development
mobility.
and mobility.

Environmental 6.7% Maintain ‘leading’ Independent, verifiable In December 2021, the Group achieved its 100%
sector-level reports demonstrating second successive ‘A-’ grade for the Carbon
performance on critical that the Group remains Disclosure Project (‘CDP’), two grades higher
environmental issues a sector-level ‘leader’ than the average for the retail sector.
including climate for environmental/
The Group also retained a strong ‘B’ grade
change and water climate change
within the CDP ‘Water Stewardship’, reflecting
stewardship. performance.
the continued progress of our private label
Demonstrate sector- Deliver climate change team and site operational efficiencies.
level of ESG training and education
CDP scoring metrics intensified from the prior
performance with across our directly-
period ‘A- grade’ achievement requiring
regards to: controlled supply
significant year-on-year improvements, such
chain, with a primary
i) advocacy to as verification of Scope 1 and 2 Science Based
focus on private label
reduce the impact Target initiatives, which we have achieved
manufacturing.
of climate change; against the 1.5c scenario.
Delivery of a TCFD-
ii) support for major The Group is a participating member and
compliant 2021/22
climate change advocate of the RE100, United Nations ‘Road to
Annual Report.
initiatives; and Zero’, Better Cotton and Textile 2030 initiatives,
each of which underlines our ESG credentials
iii) TCFD compliance
during this first TCFD reporting year.
and improved
transparency of
environmental data.

122 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Weighting Criteria Target Outcome Actual performance % vesting

Sustainability 6.7% Provide an over- Provide internal Our Corporate website re-launch further 100%
arching, risk and colleagues and improved our ESG-related disclosures
outcome assessment external stakeholders and communication.
demonstrating Group (suppliers, investors
We undertook our largest ever consumer ESG
prioritisation of and customers) with
survey, attracting almost 10,000 responses to

Governance
sustainability/ a transparent view
further inform our future strategy.
and environmental of (independently-
based activities. assessed) Group Our TCFD disclosure is included within the ESG
climate-related risks section of this report. During the period, the
and opportunities via Group received an (independently assessed)
both our TCFD A- score for our CDP Climate Change survey.
disclosure and Our Group Science Based Targets for Scope 1-3
re-launched corporate have been validated by the Science Based Target
website. Initiative Board. Accordingly, documented Group
climate risks and opportunities have been
Increase engagement
reviewed and approved by the ESG Committee
with strategic private
Chair prior to publication. During the period,
label suppliers and the
detailed climate-related content has been added
Group’s largest brand
to the ESG section of our corporate website,
suppliers on ESG-
providing further confidence for customers,

Financial Statements
related engagements.
colleagues and investors alike.

During the period, the Group increased


the frequency of ESG engagement with adidas,
Nike, Puma and Under Armour, whilst also
engaging private label suppliers on the topic
of climate change and renewable energy use.

The Group launched its ‘IAMSustainable’ training


programme within the year, accessible to over
20,000 colleagues. Our training materials were
shared with, and advised upon, by strategic
brand partners. The Group #IAMSUSTAINABLE
project has been submitted to the Chartered
Institute of Procurement and Supply (CIPS)

Group Information
‘Excellence in Procurement’ awards for ‘Best
Sustainability Project of the Year’.

Governance (of 6.7% Recognising the Active participation The Group is a member of Textiles 2030 – 100%
climate change) importance of climate and leadership within WRAP’s expert-led initiative to accelerate the
change, the governance sector/industry fashion/textiles industry move towards
of the activities to initiatives to promote circularity and system change. The Group has
reduce the impact of ‘circular economy’ also joined the advisory group for this initiative.
climate change were principles, to reduce
selected for this metric. the impact of the
This reflects the fashion industry on
importance of the environment.
protecting workers
within the supply chain
through education,
communication and
disclosures.

JD Sports Fashion Plc Annual Report and Accounts 2022 123


DIRECTORS’ REMUNERATION REPORT CONTINUED

Weighting Criteria Target Outcome Actual performance % vesting

Digital 6.7% Ensure that the Increased customer The capability of the digital/online platforms 100%
Innovation business continues to adoption driven via were leveraged to enable scaling of the B2C
innovate and embrace digital innovations. supply chain.
technology to maximise
Flexibility provided in This provided additional consumer choice and
online consumer
the online driven B2C increased online sales against the previous
adoption and defend
supply chain to increase inflated COVID-19 year when much store
market position.
capacity, throughput demand had switched online.
and consumer choice.
Introduction of allocation and routing
technology enabled multiple distribution
centres to be provisioned and competitive
customer service level agreements to
be maintained throughout the peak
trading period.

The online consumer proposition was further


expanded via the addition of new territories
and online businesses.

As a result of this performance, the Committee determined that the following bonuses were appropriate:

The formulaic outcome under the annual bonus leads to a 100% of maximum pay out for both the former Executive Chair and the
Chief Financial Officer. The outcome takes into account the exceptional financial performance (108.2% increase in profit before
tax and exceptional items on a pro-forma IAS 17 basis), strong shareholder returns (18% TSR) and the repayment of furlough
monies during the year.

Nevertheless, recognising events within the year that resulted in a CMA fine, the Committee determined that discretion should
be applied to reduce the formulaic bonus outcomes by 10%. The Group will continue to further strengthen corporate governance
and intends to specifically measure an element of the 2022/23 annual bonus on corporate governance related issues. As a result,
the final annual bonus outcome is equivalent to 90% of maximum; equivalent to 180% of salary for the former Executive Chair
and 108% of salary for the Chief Financial Officer.

LTIP Awards with Performance Periods Ended During 2021/22


The LTIP payments that Neil Greenhalgh became entitled to during the year were granted under the Executive Director LTIP in
April 2019 in respect of performance during the three financial years from 3 February 2019 to 29 January 2022. Full details of
this LTIP can be found within the final year of 2014 AGM notice at www.jdplc.com.

Neil Greenhalgh’s awards were subject to the following performance targets relating to the Group’s Profit Before Tax and
Exceptionals on a pro-forma IAS 17 basis.

Pro-forma IAS 17 Profit Before Tax and Exceptionals Percentage of the relevant proportion
for each Relevant Year in the Performance Period of the Award which Vests

Less than Threshold 0%


Threshold Target 25%
Maximum Target 100%
Between Threshold and Maximum Pro-rata on a straight-line basis

Actual IAS 17 Profit


Relevant Year Threshold Maximum Before Tax & Exceptionals

2019/20 £355 million £370 million £465.6 million


2020/21 £370 million £385 million £460.1 million
2021/22 £385 million £400 million £957.9 million

As the actual Profit Before Tax and Exceptionals on a pro-forma IAS 17 basis exceeded the maximum levels in each year of the
performance period, 100% of Neil Greenhalgh’s April 2019 LTIP award vested in April 2022.

124 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Long Term Incentives Granted During 2021/22
The Executive Directors were granted the following awards under the LTIP:

Form of award
(% of total award value) Number of
shares
Share-based underlying the
(nil-cost share-based

Governance
Name Grant Date % of salary Cash-based options)(2) award (1) Vesting Date

Peter Cowgill 20 October 2021 100% – 100% 81,855(1) 20 October 2026


Neil Greenhalgh 20 October 2021 100%(3) 67% 33% 10,645(1) 20 October 2026 (share-based)
20 October 2024 (cash-based)
(1) Based on the share price of £10.54, being the middle-market quotation on the dealing day prior to the grant date. Subsequent to the grant of these shares,
the Company completed a sub-division of the Company’s issued share capital on a 5:1 basis. As a result, the number of shares granted to Peter Cowgill was
409,275 and for Neil Greenhalgh this is 53,225.
(2) Malus and clawback provisions apply to all share-based awards. The Committee can use its discretion to reduce, cancel or impose further conditions on the
awards where it considers such action is appropriate. This includes where there has been a material misstatement of the Company’s audited financial results,
a serious failure of risk management or serious reputational damage.
(3) The total value of the awards which can be paid to the Chief Financial Officer at vesting is capped at 250% of base salary calculated as at the grant
date. The amount of the cash-based award will be reduced to the extent the total exceeds the cap, and if/when the share-based award vests, the sum
of the cash-based award already vested and the market value of the shares that vest exceeds the cap, then the vesting of the share-based award will
be reduced accordingly.

Awards will generally only vest or become exercisable subject to the satisfaction of a performance condition measured

Financial Statements
over a three-year performance period. Awards will vest dependent on the satisfaction of performance conditions over the
performance period, with the targets determined by the Committee prior to the date of grant. The performance conditions
must contain objective conditions, which must be related to the underlying financial performance of the Company.

The vesting level of the awards granted to the Executive Directors on 20 October 2021 will be based on the extent to which
the Group PBT at the end of the three-year performance period commencing on 1 February 2021 exceeds the minimum PBT
target set by the Committee prior to the date of grant. Details of the specific PBT targets are considered commercially sensitive
and will be disclosed in the Directors Remuneration Report following the end of the performance period.

Following the departure of Peter Cowgill, as announced on 25 May 2022, this LTIP award will lapse on cessation in accordance
with the Policy.

The Committee will have the flexibility to make appropriate adjustments to the performance conditions in exceptional
circumstances such as large acquisitions, disposals or pandemics, to ensure that the Award achieves its original purpose.
Any vesting is also subject to the Committee being satisfied that the Company’s performance on these measures is consistent

Group Information
with underlying business performance.

Statement of Directors’ Shareholdings and Share Interests (Audited)


The interests of the Directors who held office at 29 January 2022 and persons closely associated with them in the Company’s
ordinary shares are shown below:

Unvested and subject Unvested and subject


to performance to continued Vested but not 30 January 2021
Director conditions employment(2) yet exercised 29 January 2022 (restated)(4)

Peter Cowgill 81,855(3) – – 9,714,670 19,464,670


Neil Greenhalgh 10,645(3) – – 10,000 10,000
(1) No options were exercised by the Directors during the year to 29 January 2022.
(2) Refers to any unvested options under the LTIP for which the three-year performance period has expired.
(3) Following the 5 for 1 share split that took effect on 30 November 2021, the number of shares underlying the award granted to Peter Cowgill was adjusted to
409,275 and the award granted to Neil Greenhalgh was adjusted to 53,225.
(4) The comparative figures have been restated for the 5:1 share split that was effective from 30 November 2021.

Following the departure of Peter Cowgill, as announced on 25 May 2022, the LTIP award granted during the year will lapse
on cessation in accordance with the Policy and therefore Peter Cowgill has no share interests that are unvested and subject
to performance conditions. There have been no other changes in the interests of the Directors or persons closely associated
with them between 29 January 2022 and the latest practicable date prior to the publication of this report. The holdings stated
above are held directly by the Directors and persons closely associated with them are not subject to any performance targets.
The Directors have no other interests in Company shares.

Stock Ownership Guidelines


There are currently no minimum share ownership guidelines applicable to the Executive Directors. As the share-based
element of the LTIP is a new basis of remuneration for the Group, the intention is to allow the LTIP to mature prior to setting
minimum share ownership guidelines for the Executive Directors. Over time, the Group will be working towards Executive
Directors holding a minimum percentage of base salary in the shares of the Company.

JD Sports Fashion Plc Annual Report and Accounts 2022 125


DIRECTORS’ REMUNERATION REPORT CONTINUED

At the discretion of the Committee this may also include post-employment termination periods. It is not intended that this
will be reviewed during the duration of the current Policy, although this may be subject to review or change at the direction
of the Committee.

Details of Scheme Interests


See page 125 for details of LTIP awards granted during 2021/22. The Directors hold no other outstanding scheme interests in shares.

Payments to Past Directors (Audited)


No such payments were made.

Payments for Loss of Office (Audited)


No such payments were made.

Total Shareholder Return (Unaudited)


The following graph shows the Total Shareholder Return (‘TSR’) of the Group in comparison to the FTSE All Share General
Retailers Index over the past ten years. The Committee consider the FTSE All Share General Retailers Index a relevant index
for total shareholder return comparison disclosure required under the Regulations as the index represents the broad range
of UK quoted retailers. TSR is calculated for each financial year-end relative to the base date of 31 January 2012 by taking
the percentage change of the market price over the relevant period, reinvesting any dividends at the ex-dividend rate.
%
3,500

3,000

2,500

2,000

1,500

1,000

500

0
31/1/12 31/1/13 31/1/14 31/1/15 31/1/16 31/1/17 31/1/18 31/1/19 31/1/20 31/1/21 31/1/22

JD Sports Fashion plc FTSE All Share General Retailers Index

Former Executive Chair’s Remuneration Over Past Ten years (Unaudited)


The total remuneration figures for the former Executive Chair during each of the last ten financial years are shown in the table
below. The total remuneration figure includes the annual bonus based on that year’s performance and the LTIP award based
on three-year performance periods ending in the relevant financial year. The annual bonus pay-out and LTIP vesting level as
a percentage of the maximum opportunity are also shown for each of these years.

Year ended

Jan Jan Jan Jan Jan Jan Jan Jan Jan Jan
Salary 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022

Total remuneration £m 2.0 3.1 2.0 2.7 2.8 2.3 2.6 5.6 5.0 2.4
Annual bonus % 37 100 100 200 200 200 200 200 150 180
LTIP vesting % 100 n/a n/a* n/a* 100* n/a n/a n/a n/a n/a
* The LTIP performance criteria was achieved over the full three-year period to 28 January 2017 and the award was paid on 30 October 2017.

LTIP vesting is n/a for certain years as the former Executive Chair was not awarded an LTIP and therefore no LTIP vested.

Percentage Change in Executive and Non-Executive Directors’ Remuneration (Unaudited)


The table below shows the percentage change in the Executive and Non-Executive Directors’ salary and annual bonus between
financial years ended on 29 January 2022 and 30 January 2021 compared to UK Head Office employees in the JD and Size?
businesses, being deemed by the Board as the most appropriate comparator group based on the Group as they are remunerated
in the most comparable way within the Group. For this table we use the Head office employees average data as including the
retail data would skew the results.

126 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
% change % change
from 2019/20 from 2020/21
Salary to 2020/21 to 2021/22

Former Executive Chair (18.77%) 23.11%


Chief Financial Officer (3.47%) 19.78%
Non-Executive Director – Martin Davies (18.31%) (39.66%)

Governance
Non-Executive Director – Andrew Leslie (17.46%) (40.38%)
Non-Executive Director – Heather Jackson (19.64%) 2.22%
Non-Executive Director – Kath Smith 12.50% 28.89%
UK Head Office employee average 1.28% 16.80%
Benefits
Former Executive Chair 3.05% 3.99%
Chief Financial Officer 0% 0.00%
Non-Executive Director – Martin Davies 0% 0.00%
Non-Executive Director – Andrew Leslie 0% 0.00%
Non-Executive Director – Heather Jackson 0% 0.00%

Financial Statements
Non-Executive Director – Kath Smith 0% 0.00%
UK Head Office employee average (18.86%) (0.69%)
Annual bonus
Former Executive Chair (24.97%) 19.92%
Chief Financial Officer 0% 22.33%
Non-Executive Director- Martin Davies 0% 0.00%
Non-Executive Director- Andrew Leslie 0% 0.00%
Non-Executive Director- Heather Jackson 0% 0.00%
Non-Executive Director- Kath Smith 0% 0.00%

Group Information
UK Head Office employee average 4.53% 37.21%

Benefit comparisons are undertaken on information held at the point in time of calculation this includes year to date figures for
the Executive Directors, and last submitted P11D benefit values for all other employees.

The variation in salary and bonus for the former Executive Chair represents a restoration of salary to a pre-COVID-19 level and
the bonus paid remains below that of the 2019/20 year.

The Non-Executive Director changes reflect changes to roles, remits and changes in members during the financial year.

CEO Pay Ratio (Unaudited)


Set out below are ratios which compare the total remuneration of the former Executive Chair (as included in the single figure
table on page 121 to the remuneration of the 25th, 50th and 75th percentile of our UK employees.

25th 50th 75th


Method Percentile Percentile Percentile
Financial year end used Ratio Ratio Ratio

2019/20 B 348:1 310:1 304:1

25th 50th 75th


Percentile Percentile Percentile
Remuneration Remuneration Remuneration

Base Salary £16,067 £17,877 £17,981


Total Remuneration £16,067 £18,299 £18,366

25th 50th 75th


Percentile Percentile Percentile
Financial year end Method used Ratio Ratio Ratio

2020/21 B 251:1 183:1 140:1

JD Sports Fashion Plc Annual Report and Accounts 2022 127


DIRECTORS’ REMUNERATION REPORT CONTINUED

25th 50th 75th


Percentile Percentile Percentile
Remuneration Remuneration Remuneration

Base Salary £15,624 £21,174 £27,929


Total Remuneration £15,624 £21,511 £28,139

50th
25th Percentile Percentile 75th Percentile
Financial year end Method used Ratio Ratio Ratio

2021/22 B 351:1 191:1 110:1

50th
25th Percentile Percentile 75th Percentile
Remuneration Remuneration Remuneration

Base Salary £10,373 £19,064 £32,531


Total Remuneration £10,405 £19,064 £33,232

We have used Option B in the legislation to identify the 25th, 50th and 75th percentile UK employees. This has utilised the
most recent data from our UK gender pay gap reporting for April 2021.

The Group has elected to utilise this approach for this year as to prepare individual employee calculations across a vast
employee base would be overly complicated. In line with published guidelines, any employee receiving a furlough payment
in the period was excluded as they are not considered a full pay relevant employee.

By utilising the gender pay gap data we have identified the employees at the three percentiles. To then calculate total
remuneration for these individuals, we have used the same methodology applied in the single figure calculation.

The largest population of employees within the Group are store colleagues and warehouse operatives and the individuals
represented at the 25th, 50th and 75th percentile were identified by the use of the gender pay data. It is important to note
that when completing the Gender Pay Gap data, we removed any individuals in receipt of furlough as this would mean that
they are not full pay employees and therefore do not meet the requirement to be included in the report. As stores opened in
April 2021 we still had an element of Flexible Furlough for that month which was also our snapshot date for the report per
the guidelines. Although the Gender Pay Gap Analysis was undertaken on a smaller sample, we believe these ratios, and the
individuals, are representative and appropriate given the guidelines that we have been required to apply.

All comparator employees were full-time for this year’s calculation, as such we have now converted any hourly rate of pay
into the equivalent 40-hour week.

As the former Executive Chair was in receipt of variable pay that is linked to the Group’s performance, the level of remuneration
will vary vastly from year-to-year and this, combined with the factors above, contribute to the level of the ratios.

Relative Importance of the Spend on Pay (Unaudited)


The following table shows the Group’s actual spend on pay (for all employees) relative to dividends, tax and retained profits:

2022 2021 %
(£m) (£m) change

Staff costs 1,142.0 785.9 45.3%


Dividends 14.9 – –
Tax 195.1 94.8 105.8%
Retained profits 459.6 229.2 100.5%

Implementation of Remuneration Policy in Financial Year 2022/23 (Unaudited)


The Committee proposes to implement the policy for 2022/23 as set out below:

Salaries and Benefits


Salaries for the Executive Directors, effective 1 April 2022, are set out below:

April 2022 April 2021 % increase

Former Executive Chair £906,000 £862,750 5.0%


Chief Financial Officer £450,000 £340,000 32.4%

Senior Management teams and the wider workforce may receive an increase in line with Policy.

128 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
As part of the annual pay review and in line with the pay increases for the wider workforce, we increased the former Executive
Chair’s salary by 5.0%.

Whilst the increase for the Chief Financial Officer is at a materially higher percentage than those given to the wider workforce,
the Committee believes that this increase delivers a fair remuneration package for a Chief Financial Officer (with additional
operational responsibilities) operating in a business of this size and complexity.

Benefits and pension will be provided in line with the Directors’ Remuneration Policy.

Governance
The following salary/fees will be paid to the Chief Financial Officer effective from 25 May 2022:

Chief Financial Officer: A responsibility allowance will be paid of £250,000 per annum (pro-rated monthly for as long as
required) to reflect the enhanced responsibilities and duties of the role during the period of transition following the separation
of the Chair and Chief Executive Officer roles and prior to the appointment of permanent roles.

Non-Executive Director Fees (Unaudited)


As detailed in the Audit & Risk Committee report which commences on page 108, it was determined that extensive work should
be undertaken to fully review and improve the Group’s corporate governance, risk and controls processes. It was agreed that
two of the Non-Executive Directors (being Kath Smith and Helen Ashton) form a Governance Committee with specific Terms of
Reference to lead the governance review, supported by various advisors. In recognition of the complexity of such additional
responsibilities and the additional time commitment, which extend beyond the normal responsibilities of Non-Executive Directors,
during the period of 30 January 2022 to 24 May 2022, additional remuneration was considered. It was agreed by the former
Executive Chair (acting in the capacity of Chair and Chief Executive Officer) that the Non-Executive Directors would receive

Financial Statements
fees at £3,500 per additional day worked. In total as at 24 May 2022, they had received gross fees of £80,755 for Kath Smith
and £89,795 for Helen Ashton, in addition to their normal Non-Executive Director fees. These amounts will also be reported in
the Single Total Figure for 2022/23 as part of the Group’s next Annual Report and Accounts.

In addition, following the announcement on the 25 May 2022 regarding the appointment of Helen Ashton as Interim Chair and
Kath Smith as Interim Chief Executive Officer, the following fees have been agreed:

– The Interim Chief Executive Officer will receive an annual fee of £1.2 million on a pro rata basis. Kath Smith will serve the role
on a full-time basis whilst a permanent appointment is sought. No variable pay or benefits will be paid.
– The Interim Non-Executive Chair will receive a basic annual fee of £425,000 on a pro-rata basis for her duties in that role.
Helen Ashton is expected to devote two days per week for her role as Interim Chair, and will receive additional fees for any
further days worked. No variable pay or benefits will be paid.

As noted, the current intention is that they would both step back into their permanent Non-Executive Director roles as soon as
practicable following the commencement of permanent replacements.

Group Information
LTIP
The Committee intends to grant awards under the LTIP for the 2022/23 financial year to the Chief Financial Officer, consistent
with the approach taken in 2021/22 financial year as set out in page 125, in accordance with the Remuneration Policy.

The face value of the awards will be 100% of salary for the Chief Financial Officer. The exact number of share-based awards
to be granted is to be determined with reference to the prevailing mid-market share price the day before the date of grant.
The Chief Financial Officer’s grant will consist of 50% cash-based and 50% share-based awards.

The award will be subject to performance linked to Profit Before Tax over a three-year period. Specific targets will be disclosed in
the annual report on remuneration following the end of the relevant performance period. Cash-based awards will vest three years
after grant, and share-based awards will vest five years after grant. The awards will be subject to malus and clawback provisions.

2022/23 Annual Bonus Awards


The annual bonus maximum, as a percentage of base salary, is as follows:

Chief Financial Officer 200%

Financial Targets and Strategic Objectives for the Annual Bonus Awards in 2022/23
The split between financial targets and strategic objectives will remain two thirds and one third respectively. The financial
targets will include a minimum threshold below which no bonus will be payable.

The strategic objectives will be set against criteria in the following categories:

1. People – focused on succession planning and development of people within the Group.
2. Environmental – focused on maintaining performance on issues such as climate change and water stewardship
3. Sustainability – focused on providing an overarching risk and outcome assessment demonstrating Group prioritisation of sustainability.
4. Governance – focused on the strengthening and delivery of corporate governance controls and processes.
5. Digital Innovation – innovation and embracing technology to maximise online consumer adoption.

The Board considers that both the financial targets and the strategic objectives for the financial year to 28 January 2023
are commercially sensitive and so will be disclosed in the next Annual Report.

JD Sports Fashion Plc Annual Report and Accounts 2022 129


DIRECTORS’ REMUNERATION REPORT CONTINUED

Statement of Voting at Annual General Meeting (Unaudited)


At the 2021 AGM, the Directors’ Remuneration Report received the following votes from shareholders:

For Against Withheld

609,424,422 280,316,172 6,184,469


68.49% 31.51%

At the 2021 AGM, the Directors’ Remuneration Policy received the following votes from shareholders:

For Against Withheld

712,912,592 178,373,866 4,638,605


79.99% 20.01%

Composition of the Committee and Advisors (Unaudited)


The current composition of the Remuneration Committee and details of the changes to the composition during the financial
year are detailed on page 103. The Committee has met twice during the year under review and details of attendance at the
Committee meetings is set out on page 101.

In addition to the meetings noted above, the Committee met several times on an informal basis following the financial year end,
including two further formal Committee meetings for which the Remuneration Committee attended to discuss remuneration in
the context of the new leadership roles and structure.

The Committee assists the Board in determining the Group’s policy on Executive Directors’ remuneration and determines the
specific remuneration packages for Senior Executives, including the Executive Directors, on behalf of the Board. Peter Cowgill,
the former Executive Chair and Neil Greenhalgh, the Chief Financial Officer, have assisted the Committee when requested with
regards to matters concerning key Executives below Board level.

The Committee can obtain independent and objective advice at the Company’s expense where they consider it appropriate
and in order to perform their duties. PwC have provided advice in relation to the Policy application and reporting and the
Company also engaged with Freshfields LLP and Addleshaw Goddard LLP in relation to the above. The Committee is satisfied
that the advice received from the external consultants was independent and objective. The Company incurred fees of
approximately £45,000 excluding VAT during 2021/22 for such advice taken from these external advisors.

The Committee is formally constituted with written terms of reference, which are available on the Company’s corporate
website www.jdplc.com. The Committee engages with the major shareholders or other representative groups where
appropriate concerning remuneration matters.

The Committee is mindful of the Company’s social, ethical and environmental responsibilities and is satisfied that the current
remuneration arrangements and policies do not encourage irresponsible behaviour.

Members of senior management, including the Group People Director and the independent advisor to the Committee are
invited to attend meetings where appropriate. The Group Company Secretary and General Counsel is the secretary to the
Committee. Attendees are not involved in any decisions and are not present in any discussions involving their own remuneration.

Following the AGM, we propose the appointment of a permanent Remuneration Committee Chair. Together with our advisors it
has been agreed that they will continue to monitor changes within corporate governance developments relevant to the Group
and best practice to determine any revisions to the remuneration policy to ensure it is fit for purpose going forward. We are
always keen to listen to shareholder feedback and very much look forward to engaging with shareholders in the future.

Bert Hoyt
Interim Chair of the Remuneration Committee

22 June 2022

130 JD Sports Fashion Plc Annual Report and Accounts 2022


STATEMENT OF DIRECTORS’ RESPONSIBILITIES

Strategic Report
Statement of Directors’ Responsibilities in Respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements
in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year.
Under that law they are required to prepare the Group financial statements in accordance with UK-adopted international
accounting standards and applicable law and have elected to prepare the Parent Company financial statements in accordance

Governance
with UK accounting standards and applicable law, including FRS 101 Reduced Disclosure Framework. In addition the Group
financial statements are required under the UK Disclosure Guidance and Transparency Rules to be prepared in accordance
with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union (“IFRSs as adopted by the EU”).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and Parent Company and of the Group’s profit or loss for that period.
In preparing each of the Group and Parent Company financial statements, the Directors are required to:

– Select suitable accounting policies and then apply them consistently.


– Make judgements and estimates that are reasonable, relevant and reliable.
– State whether they have been prepared in accordance with international accounting standards in conformity with
the requirements of the Companies Act 2006 and, as regards the Group financial statements, International Financial
Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the UK-adopted international
accounting standards.

Financial Statements
– Assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern.
– Use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or
to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company
and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open
to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

Group Information
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.

Responsibility Statement of the Directors in Respect of the Annual Financial Report


We confirm that to the best of our knowledge:

– The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation
taken as a whole.
– The Strategic Report and Directors’ Report includes a fair review of the development and performance of the business and
the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.

We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and performance, business model and strategy. This responsibility
statement was approved by the Board of Directors on 22 June 2022 and is signed on its behalf by:

Neil Greenhalgh
Chief Financial Officer

22 June 2022

JD Sports Fashion Plc Annual Report and Accounts 2022 131


INDEPENDENT AUDITOR’S REPORT
to the members of JD Sports Fashion plc

1. Our Opinion is Unmodified


We have audited the financial statements of JD Sports Fashion Plc (‘the Group’) for the year ended 29 January 2022 which
comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows,
the Company Balance Sheet, the Company Statement of Changes in Equity and the related notes, including the accounting
policies in Note 1 to the consolidated financial statements and Note C1 to the company financial statements.

In our opinion:
– the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
29 January 2022 and of the Group’s profit for the year then ended;
– the Group financial statements have been properly prepared in accordance with UK- adopted international accounting
standards in conformity with the requirements of the Companies Act 2006;
– the Parent Company financial statements have been properly prepared in accordance with UK accounting standards,
including FRS 101 Reduced Disclosure Framework; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law.
Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate
basis for our opinion. Our audit opinion is consistent with our report to the Audit & Risk Committee.

We were first appointed as auditor by the shareholders in March 1996. The period of total uninterrupted engagement is for the
26 financial years ended 29 January 2022. We have fulfilled our ethical responsibilities under, and we remain independent of
the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that standard were provided.

Overview
Materiality: Group financial £30m (2021: £16.5m)
statements as a whole
3.2% (2021: 4.1%) of normalised profit before tax
Coverage 88.6% (2021: 84.8%) of Group absolute profit before tax
Key audit matters vs 2021

New risks Group: Management override of controls

Group: Valuation of the separately identifiable tradename intangible recognised as part of –


the DTLR Villa acquisition
Group and Parent: Existence, accuracy and presentation of accruals

Group and Parent: Completeness and presentation of provisions and contingent liabilities

2. Key Audit Matters: Our Assessment of Risks of Material Misstatement


Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified
by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team. We summarise below the key audit matters, in decreasing order of audit
significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as
required for public interest entities, our results from those procedures. These matters were addressed, and our results are based
on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and
in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion on
these matters.

132 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
The risk Our response

Management We assessed an increased risk of potential Our response included increasing the number of components
override of management override of controls due to in scope for Group audit purposes, reducing materiality as a
controls fraud given the dominance of a small number percentage of the benchmark for the Group financial statements
of Executive Directors in a unique position to as a whole and revisiting our risk assessment. We also undertook
Refer to page
manipulate accounting records, together with a series of additional audit procedures, which included:
108 (Audit &

Governance
certain matters arising during the year and up
Risk Committee Extended scope: for all in scope components carried out additional,
to the date of our audit report, relating to
Report) focused journal testing to look for journals that we considered had
the culture of, and actions taken by, those
characteristics of being indicative of management override of
individuals, including:
control. These characteristics included key word searches;
– Anticompetitive behaviour in relation to the
Enquiry of personnel: for all in scope components made inquiries
sale of football club replica kit and the resulting
of individuals involved in the financial reporting process about
CMA investigations as discussed in Note 23.
inappropriate or unusual activity relating to the processing of
– Breach of the CMA’s hold separate order in
journal entries and other judgements;
respect of the Footasylum acquisition by the
Group, (see Note 3 and Note 32). Enquiry of management: for all in scope components expanded
– Lack of required declaration to the FCA under our enquires of senior management in respect of compliance
Principle 11 of the FCA Handbook. matters, including a walkthrough of procedures in place to
– Completeness of related party transactions identify non-compliance with laws and regulations and
disclosed during the course of the audit, (see associated accounting analysis;

Financial Statements
Note 31).
Extended scope: undertook additional testing in respect of
In addition, in the course of our current year key supplier arrangements, including obtaining third party
audit we noted that the Directors had failed confirmations of certain rebates recognised in the year;
to make us aware of certain facts related to
anticompetitive behaviour that were known Accounting analysis: assessed accounting estimates for bias
to the Directors at the date of our audit report and evaluated whether the circumstances producing the bias,
on the prior year financial statements. There is if any, represent a risk of material misstatement due to fraud.
a risk that the prior year financial statements Use of specialists: with the assistance of our forensic specialists
are materially misstated as a result. we challenged the scope of review carried out by the advisors
Since the year end, the Board has engaged appointed by the Board to investigate certain actions taken by
advisors to carry out a number of investigations senior management;
into actions taken by senior management, Third party confirmations: completed a circularisation of the
including those noted above. Alongside these related party that had not been disclosed to us and that sits
investigations, the Board has completed a review outside the Group to confirm transactions undertaken during

Group Information
of the Group’s Corporate Governance operating the current and prior year;
model and assessed its current compliance with
the UK Corporate Governance Code. Additional Accounting analysis: considered management’s approach to
background to this review and the matters noted deciding which audit differences were recorded and considered
can be found in the Audit & Risk Committee if this presented any management bias;
report on page 108.
Board representations: assessed the enhancement in the Board’s
In addition to our response set out here, our approach to approving the Group’s representations following
separate KAMs on accruals, provisions and our challenge given as part of the audit finalisation process and
contingent liabilities describe further procedures considered whether this would prevent or detect if an incomplete
in response to these matters and our work in representation was given;
respect of laws and regulations is described in
Accounting analysis: assessed whether any material prior period
Section 6 of our audit report.
error existed in respect of information that was known or could
reasonably have been known to the Directors at the date of
authorisation of the financial statements for the prior period
ended 30 January 2021; and

Assessing transparency: assessed the disclosures made in the Audit


& Risk Committee Report in relation to the investigations undertaken
by the Board in respect of actions taken by senior management and
the related regulatory matters for consistency with our knowledge
and understanding acquired during the audit.

Our results
Following these additional procedures and corrected audit
adjustments we determined that the financial statements are
not materially misstated as a result of management override.

JD Sports Fashion Plc Annual Report and Accounts 2022 133


INDEPENDENT AUDITOR’S REPORT CONTINUED

The risk Our response

Valuation of Subjective estimate Due to the nature of the balance, we would expect to obtain audit
the separately On 17 March 2021, the Group acquired the entire evidence primarily through the detailed procedures described,
identifiable issued shareholding of DTLR Villa LLC, a US company. rather than seeking to rely on any of the Group’s controls.
tradename The purchase price allocation valuation is subject Our procedures included:
intangible to estimation uncertainty. Methodology choice: with the assistance of our valuation specialists
recognised both at a group and component level, we assessed the results of the
The fair value of the DTLR Villa tradename
as part of the valuation by checking that the valuation was in accordance with
has been identified as the significant estimate
DTLR Villa relevant accounting standards and acceptable valuation practice;
in the purchase price allocation, and specifically
acquisition the royalty rate used in deriving this value. Benchmarking assumptions: with the assistance of our valuation
Group
specialists, we challenged the key assumptions used in the valuation,
(£101.6 million; The effect of these matters is that, as part of our
in particular the royalty rate used by comparing them to externally
2021: N/A) risk assessment, we determined that the royalty
derived data and comparable transactions;
rate used has a high degree of estimation
Refer to page 111 uncertainty, with a potential range of outcomes Sensitivity analysis: we performed sensitivity analysis on the key
(Audit & Risk greater than our materiality for the financial assumptions noted above;
Committee statements as a whole. The financial statements
Report), page 160 (Note 1) disclose the sensitivity estimated by Our sector experience: assessing whether the key assumptions used,
(accounting policy) the Group. in particular the royalty rate, reflect our knowledge of the business
and page 161 and industry; and
(financial
Assessing transparency: assessing the appropriateness of the Group’s
disclosures).
disclosures in respect of the valuation of separately identifiable
intangible assets recognised on acquisition of DTLR Villa.

Our results
We found the valuation of the DTLR Villa tradename to be acceptable.

The risk Our response

Existence, Accounting treatment Given the nature of the balance, we would expect to obtain audit
accuracy and The recent strong performance of the Group evidence primarily through the detailed procedures described below,
presentation and Company may provide management rather than seeking to rely on any of the Group’s or Company’s
an incentive to manipulate the Group and controls. As a result of the increased risk identified, our substantive
of accruals
Company’s results. As a result, accruals may be work described below was expanded, for example by increasing
Group: £502.8m
an area more susceptible to management bias. the items tested.
(FY21: £350.3m)

Parent Company: As described above, we also assessed there to be Our procedures included:
£206.4m an increased potential management override risk. Test of details: we discussed with management the rationale
(FY21: £229.7m) for a sample of accruals and agreed to supporting invoices,
As noted within our provisions KAM, there is
calculations and/or third party correspondence as appropriate.
Refer to page 111 increased risk over the presentation of accruals
We also performed analytical procedures on other balances
(Audit & Risk versus provisions given historically there have
where appropriate expectations could be set;
Committee been a number of balances recognised as accruals
Report) and page which should have been classified as provisions. Accounting analysis: we retained a particular focus on the
195 (financial classification between accruals and provisions and challenged
disclosures). management to provide rationale where a reclassification appears
to be required; and

Assessing transparency: we assessed the adequacy of the Group


and Company’s classification in respect of accruals.

Our results
We consider the existence, accuracy and presentation of accruals
to be acceptable.

134 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
The risk Our response

Completeness Accounting treatment Given the nature of the balance, we would expect to obtain audit
and presentation Given the breadth of regulatory evidence primarily through the detailed procedures detailed below
of provisions responsibilities imposed on the Group rather than seeking to rely on any of the Group and Company’s
and Company, there is a risk in respect controls. As a result of the increased risk identified, our substantive
and contingent
of non-compliance with such laws and work described below was expanded, for example by increasing
liabilities

Governance
regulations which could ultimately lead to the items tested.
Group: £33.1m
financial penalties imposed on the Group
(FY21: £5.8m) Our procedures included:
and Company along with a risk of wider
Personnel enquiries: on all significant matters subject to litigation/
Parent Company: reputational consequence.
adversarial proceedings, including regulatory matters, we discussed
£19.8m (FY21: £Nil).
Completeness of the disclosed and identified the status of those matters with internal counsel and external legal
Refer to page 112 breaches in laws and regulations by the Group advisors and considered the documentation available to support
(Audit & Risk and Company impacts the completeness of the assessment as to whether the matter should be provided for
Committee Report), any provisions and/or contingent liabilities. as a provision or disclosed as a contingent liability;
page 199 (accounting
Determining the likelihood and magnitude of Legal inquiries: we reviewed the legal expense account to identify
policy) and page 199
an unfavourable outcome in these matters any costs incurred with legal firms. We sought direct confirmations
(financial disclosures).
involves significant management judgement. from management’s legal experts regarding the nature of any advice
being provided to ensure completeness of the audit team’s understanding
As described above, we also assessed there
of potential provisions or contingent liabilities required;
to be an increased potential management

Financial Statements
override risk. Evaluating Directors’ intent: we reviewed board minutes for
discussion of any legal or regulatory matters that may have been
Completeness of provisions and their
discussed by the Board but not already disclosed to us;
presentation is also an increased risk given
historically there have been a number of Extended scope: where provisions have been made for ongoing legal
balances recognised as accruals which cases or regulatory matters and associated costs, we considered
have been reclassified as provisions in whether the provision is consistent with information received as part
the current year. of inquiries with management’s experts and those inquiries held were
also carried out independently from management;

Use of specialists: we involved our forensic specialists to shadow


ongoing investigations in respect of certain regulatory matters
relevant to the Group and Company;

Assessing transparency: we assessed the adequacy of the Group


and Company’s classification and related disclosures in respect of

Group Information
provisions and contingent liabilities.

Our results
We consider the completeness and presentation of provisions and
contingent liabilities to be acceptable.

Changes to key audit matters


Going concern
In the prior year, we reported a key audit matter in respect of going concern given the uncertainty that surrounded the retail
industry due to COVID-19 and the possibility of future lockdowns. However, due to the country’s recovery from the pandemic
we have not deemed this to be a key audit matter but it still remains an other focus area in the audit.

Inventory Valuation
The valuation of Group and Parent Company inventory was a significant risk and key audit matter in the prior period. However,
following the COVID-19 pandemic the Group and Parent Company have experienced strong performance, including conversions
to online sales, which has reduced the risk of obsolete inventory. Therefore this is not separately identified in our audit report this
but still remains an other focus area in the audit.

Impairment of Intangibles
The valuation of the recoverable amount of the Go Outdoors and Footasylum CGUs was a significant risk in the prior period.
However, due to the impairment charges booked by management with respect to these CGUs in the prior year we have not
assessed this as one of our most significant risks in our current year audit and, therefore, it is not separately identified in our
report this year.

Valuation of the Separately Identifiable Intangible Assets recognised as part of the Shoe Palace acquisition
The valuation of separately identifiable intangible assets recognised in the Shoe Palace acquisition is not a significant risk or a
KAM in the current year. The risk in how its valued is an issue on recognition and after the initial year it is no longer a significant risk.

JD Sports Fashion Plc Annual Report and Accounts 2022 135


INDEPENDENT AUDITOR’S REPORT CONTINUED

3. Our Application of Materiality and an Overview of the Scope of our Audit


Materiality for the Group financial statements as a whole was set at £30m (2021: £16.5m), determined with reference to a
benchmark of Group normalised profit before tax, normalised to exclude this year’s DTLR insurance settlement receivable of
£16.6m and the movement in fair value of Genesis and ISRG put options of £290.3m as disclosed in Note 4 (2021: Normalised
to exclude impairment of Go Outdoors of £33.3m, Footasylum impairment of £55.6m and movement in fair value of Sport Zone
put options of £18.6m and by averaging over the last three years), of which it represents 3.2% (2021: 4.1%) in response to the
matters set out in the Management override of controls KAM in section 2.

Materiality for the Parent Company financial statements as a whole was set at £11.5m (2021: £11.1m), determined with reference
to a benchmark of Company’s PBT (2021: normalised by averaging over the last three years), of which it represents 3.5%
(2021: 4.2%), in response to the matters set out in the Management override of controls KAM in Section 2.

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in
individual account balances add up to a material amount across the financial statements as a whole.

Performance materiality was set at 50% (2021: 65%) of materiality for the Group financial statements as a whole, which equates
to £15m (2021: £10.7m) and £5.8m (2021: £7.2m) for the Parent Company financial statements. We applied this percentage in
our determination of performance materiality based on the level of identified misstatements and control deficiencies during
the prior period. We have reduced this threshold to 50% from prior year to account for the increased risk in the wider control
environment and Corporate Governance matters noted during the year.

We agreed to report to the Audit & Risk Committee any corrected or uncorrected identified misstatements exceeding £0.9m
(2021: £0.8m), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Of the Group’s 87 (2021: 79) reporting components, we subjected 9 (2021: 10) to full scope audits for group purposes and,
3 (2021: 1) components to specified risk-focused audit procedures. We subjected 2 (2021: 1) components to specific risk-focused
procedures over revenue, cash and journals (Focus and MIG (2021: Focus) and 1 (2021: 0) component to specific risk-focused
procedures over revenue, cash, journals and inventory (France).

Normalised group profit before tax Group materiality


£928.4m (2021: £403.0m) £30m (2021: £16.5m)

£30m
Whole financial statements materiality (2021: £16.5m)

£15m
Whole financial statements performance materiality (2021: £10.7m)

£20m
Range of materiality at 12 components (£20m to £1m)
(2021: £13.2m to £2m)

£0.9m
Normalised PBT
Misstatements reported to the Audit & Risk Committee (2021: £0.8m)
Group materiality

Group revenue Group absolute profit before tax Group total assets

Full scope for group


audit purposes 2022 1.6%

Specified risk-focused
audit procedures 2022 7.1%

Full scope for group


82.4% 88.6% 78.8%
(2021 84.3%) (2021 84.8%) (2021 89.3%)
audit purposes 2021
Specified risk-focused
audit purposes 2021 82.7% 84.8% 89.3%

Residual components 75.3% 88.6% 78.8%

The components within the scope of our work accounted for the percentages illustrated above. The group team performed
procedures on the items excluded from normalised Group profit before tax.

136 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
3. Our Application of Materiality and an Overview of the Scope of our Audit (continued)
The remaining 17.6% (2021: 15.7%) of total Group revenue, 11.4% (2021: 13.4%) of the total profits and losses that made up Group
profit before tax and 21.2% (2021: 9.7%) of total Group assets is represented by 75 (2021: 68) of reporting components, none of
which individually represented more than 3% (2021: 3%) of any of total Group revenue, Group profit before tax or total Group
assets. For these components, we performed analysis at an aggregated group level to re-examine our assessment that there
were no significant risks of material misstatement within these.

Governance
The group team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed
above and the information to be reported back. The group team approved the component materialities, which ranged from
£20.0m to £1.0m (2021: £13.2m to £2.0m), having regard to the mix of size and risk profile of the Group across the components.
The work on 6 of the 12 components (2021: 7 of the 11 components) was performed by component auditors and the rest,
including the audit of the Parent Company, was performed by the group team.

The scope of the audit work performed was predominately substantive as we did not rely upon the Group’s internal control
over financial reporting.

The group team visited 1 (2021: 0) component location in the United States to assess the audit risk and strategy. Further, the
group team attended video and telephone conference meetings with 6 (2021: 6) component teams from Spain, Portugal, USA,
France, Australia and Footasylum to assess the audit risk and strategy. At this visit and these meetings, the findings reported to
the group team were discussed in more detail, and any further work required by the group team was then performed by the
component auditor.

Financial Statements
4. The Impact of Climate Change on our Audit
In planning our audit, we have considered the potential impact of risks arising from climate change on the Group’s business and
its financial statements.

Further information on the Group’s commitments is provided in the Group’s Task Force for Climate-Related Financial Disclosures
(‘TCFD’) recommended disclosures on page 55.

As part of our audit we have performed a risk assessment, including making enquiries of management, reading board meeting
minutes and applying our knowledge of the Group and sector in which it operates to understand the extent of the potential
impact of climate change risk on the Group’s financial statements. Taking into account the nature of the business and the extent
of the headroom in impairment testing, we have not assessed climate related risk to be significant to our audit this year.
There was no impact on our key audit matters.

We have read the Group’s TCFD in the front half of the Annual Report and considered consistency with the financial statements

Group Information
and our audit knowledge.

We have not been engaged to provide assurance over the accuracy of the climate risk disclosures set out on pages 55 to 59 in
the Annual Report.

5. Going Concern
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group
or the Company or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position
means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant
doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements
(‘the going concern period’).

We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its
business model and analysed how those risks might affect the Group’s and the Parent Company’s financial resources or ability
to continue operations over the going concern period. The risks that we considered most likely to adversely affect the Group’s
and the Parent Company’s available financial resources and metrics relevant to debt covenants over this period were:

– A material and unexpected reduction in demand due to future events such as a pandemic or economic downturn.
– Supply chain issues, a reduction in the allocation of stock or business interruption impacting the availability of stock from one
of the Group’s key Sports Fashion suppliers.

We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by
assessing the Director’s sensitivities over the level of available financial resources and covenant thresholds indicated by the
Group’s financial forecasts taking account of severe, but plausible adverse effects that could arise from these risks individually
and collectively.

JD Sports Fashion Plc Annual Report and Accounts 2022 137


INDEPENDENT AUDITOR’S REPORT CONTINUED

Our procedures included:

– Critically assessing assumptions in the base case and downside scenarios relevant to liquidity and covenant metrics, in particular
by comparing to economic forecasts, approved budgets and our knowledge of the Group and the sector in which it operates;
– Assessing whether downside scenarios applied mutually consistent and severe assumptions in aggregate, using our
assessment of the possible range of each key assumption and our knowledge of inter-dependencies;
– We also compared past budgets to actual results to assess the Directors’ track record of budgeting accurately.

We also assessed the completeness of the going concern disclosure. Our conclusions based on this work are:

– we consider that the Directors’ use of the going concern basis of accounting in the preparation of the Financial Statements
is appropriate;
– we have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events
or conditions that, individually or collectively, may cast significant doubt on the Group’s or the Parent Company’s ability to
continue as a going concern for the going concern period;
– we have nothing material to add or draw attention to in relation to the Directors’ statement in Note 1 to the Financial
Statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant
doubt over the Group and the Parent Company’s use of that basis for the going concern period, and we found the going
concern disclosure in Note 1 to be acceptable; and
– the related statement under the Listing Rules set out on page 33 is materially consistent with the Financial Statements
and our audit knowledge.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee
that the Group or the Parent Company will continue in operation.

6. Fraud and Breaches of Laws and Regulations – Ability to Detect


Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (‘fraud risks’) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

– Enquiring
 of Directors, the Audit & Risk Committee and inspection of policy documentation as to the Group’s high-level
policies and procedures to prevent and detect fraud including the Group’s channel for “whistleblowing”, as well as whether
they have knowledge of any actual, suspected or alleged fraud.
– Reading Board and Audit & Risk Committee meeting minutes.
– Considering remuneration incentive schemes and performance targets for management and Directors including the profit
target for management remuneration.
– Using analytical procedures to identify any unusual or unexpected relationships.
– Involving our forensic specialists in our risk assessment and assisting us in identifying key fraud risks. This included attending
the Risk Assessment and Planning Discussion, holding a discussion with the engagement partner and engagement quality
control reviewer, and assisting with designing relevant audit procedures to respond to the identified fraud risks. They also
attended meetings with both Executive and Non-Executive Directors and external advisors and assisted with certain
procedures including shadowing investigations ongoing during the course of our audit.

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout
the audit. This included communication from the group to full scope component audit teams of relevant fraud risks identified
at the Group level and request to full scope component audit teams to report to the Group audit team any instances of fraud
that could give rise to a material misstatement at the Group level.

As required by auditing standards, and taking into account the dominance of a small number of Executive Directors and
the potential for management bias given the strong performance in the year, we performed procedures to address the risk
of management override of controls and the risk of fraudulent revenue recognition, in particular the risk that Group and
component management may be in a position to make inappropriate accounting entries.

We identified “Management override of controls” as a separate KAM this year (see section 2) as a result of the matters
described in that KAM.

Further to this, we have identified additional fraud risks in relation to the existence, accuracy and presentation of accruals
and the completeness and presentation of provisions and contingent liabilities. Further detail in respect of these areas is set
out in the key audit matter disclosures in section 2 of this report.

In determining the audit procedures we took into account the results of our evaluation and testing of the operating effectiveness
of the Group-wide fraud risk management controls, together with the matters described in the KAM regarding Management
override of controls.

138 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
Our work in respect of these matters is described in section 2.

We discussed with the Audit & Risk Committee other matters related to actual or suspected fraud, for which disclosure is not
necessary, and considered any implications for our audit.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements
from our general commercial and sector experience and through discussion with the Directors and other management (as required

Governance
by auditing standards), and from inspection of the Group’s regulatory and legal correspondence, and discussed with the Directors
and other management the policies and procedures regarding compliance with laws and regulations.

As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including
the entity’s procedures for complying with regulatory requirements.

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance
throughout the audit. This included communication from the group to full- scope component audit teams of relevant laws and
regulations identified at the Group level, and a request for full scope component auditors to report to the group team any
instances of non-compliance with laws and regulations that could give rise to a material misstatement at group.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation (including related companies legislation), distributable profits legislation and taxation legislation, and we assessed

Financial Statements
the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a
material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation
or the loss of the Group’s license to operate. We identified the following areas as those most likely to have such an effect: laws
and regulations of various bodies that regulate the Group’s activities including the Competition and Market Authority (CMA),
the Financial Conduct Authority (‘FCA’) (in respect of the provision of consumer credit) and the Information Commissioners
Office (‘ICO’). Further we identified the following areas of laws and regulations: health and safety laws, data protection laws,
competition law, market abuse regulation, bribery and corruption requirements, advertising standards, employment law and
certain aspects of company legislation recognising the regulated nature of the Group’s activities. Auditing standards limit the
required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other
management, and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations
is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Group Information
Further detail in respect of our audit work over completeness and presentation of accruals and completeness and presentation
of provisions and contingent liabilities is set out in the key audit matter disclosures in section 2 of this report.

For the matters described in the Audit & Risk Committee Report on page 108 to 110 and in Note 23 and 33, we assessed these
disclosures against our understanding from legal correspondence and enquiry of the Group’s legal advisors on the matter and
enquiry of the Directors.

We discussed with the Audit & Risk Committee the following matters related to actual or suspected breaches of laws or regulations
and considered any implications for our audit. Our work in respect of these matters is described in section 2, together with
inspection of correspondence with regulatory bodies and discussion with management’s advisors to each key matter:

1. Known anticompetitive behaviour in relation to football club replica kit and the resulting CMA investigation as discussed
in Note 23.

2. Breach of the CMA’s hold separate order in respect of the Footasylum acquisition by the Group (see Note 3 and Note 32).

3. Lack of required declaration to the FCA under Principle 11 of the FCA Handbook (see Audit & Risk Committee Report page 109).

We also discussed with the Audit & Risk Committee other matters related to actual or suspected breaches of laws or
regulations, for which disclosure is not necessary, and considered any implications for our audit.

JD Sports Fashion Plc Annual Report and Accounts 2022 139


INDEPENDENT AUDITOR’S REPORT CONTINUED

Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing
standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.

7. We Have Nothing to Report on the Other Information in the Annual Report


The Directors are responsible for the other information presented in the Annual Report together with the financial statements.
Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit
opinion or, except as explicitly stated below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit
work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge.
Based solely on that work we have not identified material misstatements in the other information.

Strategic report and Directors’ report


Based solely on our work on the other information:

– we have not identified material misstatements in the strategic report and the Directors’ report;
– in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
– in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Directors’ remuneration report


In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with
the Companies Act 2006.

Disclosures of emerging and principal risks and longer-term viability


We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures
in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw attention to in relation to:

– the Directors’ confirmation within the Viability statement that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
– the Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are
being managed and mitigated;
– the Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over what period
they have done so and why they considered that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the
period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We are also required to review the Viability Statement, set out on page 33 under the Listing Rules. Based on the above procedures,
we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge.

Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements
audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were made, the absence of anything to report on these statements is
not a guarantee as to the Group’s and Company’s longer-term viability.

Corporate governance disclosures


We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate
governance disclosures and the financial statements and our audit knowledge.

Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements
and our audit knowledge:

– the Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced
and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance,
business model and strategy;
– the section of the annual report describing the work of the Audit & Risk Committee, including the significant issues that
the Audit & Risk Committee considered in relation to the financial statements, and how these issues were addressed; and

140 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
– the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal
control systems,

We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the
provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.

We have nothing to report in this respect.

Governance
8. We Have Nothing to Report on the Other Matters on Which We Are Required to Report by Exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:

– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
– the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

9. Respective Responsibilities
Directors’ responsibilities

Financial Statements
As explained more fully in their statement set out on page 131, the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing
the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Parent
Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but
does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of the financial statements.

Group Information
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The Company is required to include these financial statements in an annual financial report prepared using the single electronic
reporting format specifies in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual
financial report has been prepared in accordance with that format.

The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.

Frances Simpson (Senior Statutory Auditor)


for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

1 St Peter’s Square, Manchester M2 3AE

22 June 2022

JD Sports Fashion Plc Annual Report and Accounts 2022 141


CONSOLIDATED INCOME STATEMENT
For the 52 weeks ended 29 January 2022

52 weeks to 52 weeks to
29 January 30 January
2022 2021
Note £m £m

Revenue 8,563.0 6,167.3


Cost of sales (4,355.0) (3,205.7)
Gross profit 4,208.0 2,961.6
Selling and distribution expenses (2,808.1) (2,126.4)
Administrative expenses – normal (413.4) (381.2)
Administrative expenses – exceptional 4 (292.5) (97.3)
Administrative expenses – total (705.9) (478.5)
Sales commission 10.6 15.2
Other operating income 16.6 13.1
Operating profit before financing 721.2 385.0
Before exceptional items 1,013.7 482.3
Exceptional items 4 (292.5) (97.3)
Financial income 7 1.4 1.5
Financial expenses 8 (67.9) (62.5)
Net financial expense (66.5) (61.0)
Profit before tax 3 654.7 324.0
Income tax expense 9 (195.1) (94.8)
Profit for the period 459.6 229.2
Attributable to equity holders of the parent 369.7 224.3
Attributable to non-controlling interest 26 89.9 4.9
Basic earnings per ordinary share* 10 7.17p 4.61p
Diluted earnings per ordinary share* 10 7.17p 4.61p
* Basic and diluted earnings per ordinary share have been restated for year ended 30 January 2021 following a share sub-division in the year
ended 29 January 2022. Further details can be found in Note 25.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


For the 52 weeks ended 29 January 2022

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Profit for the period 459.6 229.2


Other comprehensive income:
Items that may be classified subsequently to the Consolidated Income Statement:
Exchange differences on translation of foreign operations (34.9) (20.0)
Total other comprehensive income for the period (34.9) (20.0)
Total comprehensive income and expense for the period (net of income tax) 424.7 209.2
Attributable to equity holders of the parent 357.3 200.7
Attributable to non-controlling interest 67.4 8.5

The accompanying notes form part of these financial statements.

142 JD Sports Fashion Plc Annual Report and Accounts 2022


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Strategic Report
As at 29 January 2022

As at As at
29 January 30 January
2022 2021
Note £m £m
Assets
Intangible assets 12 1,473.6 819.7
688.5

Governance
Property, plant and equipment 13 564.0
Right-of-use assets 14 2,032.6 1,752.4
Investments in associates and joint ventures 15 56.2 2.7
Other assets 16 57.0 63.2
Forward contract asset 2.5 –
Deferred tax assets 24 81.7 40.6
Total non-current assets 4,392.1 3,242.6
Inventories 17 989.4 813.7
Right of return assets 12.5 –
Trade and other receivables 18 202.9 141.2
Income tax receivables 0.6 –
Assets held-for-sale 32 157.1 –
Cash and cash equivalents 19 1,314.0 964.4

Financial Statements
Total current assets 2,676.5 1,919.3
Total assets 7,068.6 5,161.9
Liabilities
Interest-bearing loans and borrowings 20 (72.6) (120.9)
Lease liabilities 14 (379.0) (301.8)
Trade and other payables 22 (1,279.5) (1,102.0)
Liabilities directly associated with assets held-for-sale 32 (142.6) –
Provisions 23 (13.2) (0.7)
Income tax liabilities – (29.5)
Total current liabilities (1,886.9) (1,554.9)
Interest-bearing loans and borrowings 20 (55.5) (48.1)

Group Information
Lease liabilities 14 (1,863.9) (1,628.0)
Other payables 22 (775.4) (374.4)
Provisions 23 (19.9) (5.1)
Deferred tax liabilities 24 (127.4) (55.0)
Total non-current liabilities (2,842.1) (2,110.6)
Total liabilities (4,729.0) (3,665.5)
Total assets less total liabilities 2,339.6 1,496.4
Capital and reserves
Issued ordinary share capital 25 2.5 2.4
Share premium 467.5 11.7
Retained earnings 1,910.6 1,560.8
Other reserves (454.6) (336.2)
Total equity attributable to equity holders of the parent 1,926.0 1,238.7
Non-controlling interest 26 413.6 257.7
Total equity 2,339.6 1,496.4

The accompanying notes form part of these financial statements.

These financial statements were approved by the Board of Directors on 22 June 2022 and were signed on its behalf by:

N Greenhalgh
Director

Registered number: 1888425

JD Sports Fashion Plc Annual Report and Accounts 2022 143


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the 52 weeks ended 29 January 2022

Total equity
Share- Foreign attributable
Ordinary based currency to equity Non-
share Share Retained Other payment translation holders of controlling Total
capital premium earnings equity reserve reserve the parent interest equity
£m £m £m £m £m £m £m £m £m

Balance at 1 February 2020 2.4 11.7 1,245.7 (36.4) – (4.2) 1,219.2 70.0 1,289.2
Profit for the period – – 224.3 – – – 224.3 4.9 229.2
Other comprehensive income:
Exchange differences on
translation of foreign operations – – – – – (23.6) (23.6) 3.6 (20.0)
Total other
comprehensive income – – – – – (23.6) (23.6) 3.6 (20.0)
Total comprehensive
income for the period – – 224.3 – – (23.6) 200.7 8.5 209.2
Dividends to equity holders – – – – – – – (1.2) (1.2)
Put options held by non-
controlling interests – – – (272.0) – – (272.0) – (272.0)
Acquisition of
non-controlling interest – – (3.7) – – – (3.7) (1.7) (5.4)
Divestment of
non-controlling interest – – 94.5 – – – 94.5 181.4 275.9
Non-controlling interest
arising on acquisition – – – – – – – 0.4 0.4
Non-controlling interest
share capital issued – – – – – – – 0.3 0.3
Balance at 30 January 2021 2.4 11.7 1,560.8 (308.4) – (27.8) 1,238.7 257.7 1,496.4
Profit for the period – – 369.7 – – – 369.7 89.9 459.6
Other comprehensive income:
Exchange differences on
translation of foreign operations – – – – – (12.4) (12.4) (22.5) (34.9)
Total other comprehensive
income – – – – – (12.4) (12.4) (22.5) (34.9)
Total comprehensive
income for the period – – 369.7 – – (12.4) 357.3 67.4 424.7
Dividends to equity holders – – (14.9) – – – (14.9) (1.8) (16.7)
Put options held by
non-controlling interests – – – (106.1) – – (106.1) – (106.1)
Share capital issued 0.1 455.8 – – – – 455.9 – 455.9
Acquisition of
non-controlling interest – – 0.4 – – – 0.4 (0.5) (0.1)
Divestment of
non-controlling interest – – (5.4) – – – (5.4) 48.0 42.6
Non-controlling interest
arising on acquisition – – – – – – – 42.8 42.8
Share-based payment charge – – – – 0.1 – 0.1 – 0.1
Balance at 29 January 2022 2.5 467.5 1,910.6 (414.5) 0.1 (40.2) 1,926.0 413.6 2,339.6

The accompanying notes form part of these financial statements.

144 JD Sports Fashion Plc Annual Report and Accounts 2022


CONSOLIDATED STATEMENT OF CASH FLOWS

Strategic Report
For the 52 weeks ended 29 January 2022

52 weeks to 52 weeks to
29 January 30 January
2022 2021
Note £m £m
Cash flows from operating activities
Profit for the period 459.6 229.2

Governance
Income tax expense 9 195.1 94.8
Financial expenses 8 67.9 62.5
Financial income 7 (1.4) (1.5)
Depreciation and amortisation of non-current assets 3 579.9 499.2
Forex (losses)/gains on monetary assets and liabilities (2.1) 3.6
Impairment of other intangibles and non-current assets (non-exceptional) 3 13.2 8.7
Loss on disposal of non-current assets 3 3.5 1.2
Other exceptional items 287.0 2.9
Impairment of goodwill and fascia names (exceptional) 3, 4 – 89.5
Impairment of non-current assets (exceptional) 3, 4 5.5 4.9
Share of profit of equity-accounted investees, net of tax 15 (3.2) –

Financial Statements
(Increase)/decrease in inventories (31.8) 63.5
(Increase)/decrease in trade and other receivables (69.3) 46.2
Increase in trade and other payables 75.0 149.5
Interest paid 8 (8.4) (7.6)
Lease interest 8, 14 (59.5) (54.9)
Income taxes paid (244.1) (130.4)
Net cash from operating activities 1,266.9 1,061.3
Cash flows from investing activities
Interest received 8 1.4 1.5
Proceeds from sale of non-current assets 7.8 2.1
Investment in software 12 (14.9) (19.1)
(227.3)

Group Information
Acquisition of property, plant and equipment 13 (105.2)
Acquisition of other non-current other assets 16 (5.7) (3.9)
Acquisition of other intangibles 12 (5.2) (3.8)
Draw down of finance lease liabilities 30 5.4 4.7
Dividends received from equity-accounted investees 6.9 –
Acquisition of subsidiaries, net of cash acquired (616.5) (206.3)
Net cash used in investing activities (848.1) (330.0)
Cash flows from financing activities
Repayment of interest-bearing loans and borrowings (513.3) (391.5)
Draw down of interest-bearing loans and borrowings 303.7 443.1
Repayment of finance lease liabilities 30 (6.1) (3.4)
Repayment of lease liabilities 14, 30 (350.1) (285.2)
Subsidiary shares issued in the period – 0.3
Proceeds received from issue of shares 455.9 –
Divestment of non-controlling interests 43.0 –
Acquisition of non-controlling interests – (5.2)
Equity dividends paid 27 (14.9) –
Dividends paid to non-controlling interests in subsidiaries (1.8) (1.2)
Net cash used in financing activities (83.6) (243.1)
Net increase in cash and cash equivalents 30 335.2 488.2
Cash and cash equivalents at the beginning of the period 30 948.7 460.3
Foreign exchange (losses)/gains on cash and cash equivalents 30 (3.5) 0.2
Cash and cash equivalents at the end of the period 30 1,280.4 948.7

The accompanying notes form part of these financial statements.


JD Sports Fashion Plc Annual Report and Accounts 2022 145
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Preparation
General Information
JD Sports Fashion Plc (the ‘Company’) is a company incorporated and domiciled in the United Kingdom. The financial
statements for the 52 week period ended 29 January 2022 represent those of the Company and its subsidiaries (together
referred to as the ‘Group’).

The financial statements were authorised for issue by the Board of Directors on 22 June 2022.

Basis of Preparation
These Group financial statements were prepared in accordance with International Accounting Standards (‘IAS’) in conformity
with the requirements of the Companies Act 2006 and in accordance with UK-adopted International Accounting Standards.

The financial statements are presented in Pounds Sterling, rounded to the nearest tenth of a million.

The financial statements have been prepared under the historical cost convention, as modified for financial assets and
liabilities (including derivative instruments) at fair value through the Consolidated Income Statement and also put options
held by the non-controlling interests.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods present in
these financial statements and have been applied consistently by all Group entities.

The Group’s business activities, together with the factors likely to affect its future development, performance and position
are set out in the Interim Non-Executive Chair’s Statement and Business & Financial Review on pages 7 to 11 and 34 to 41
respectively. In addition, details of financial instruments and exposures to interest rate, foreign currency, credit and liquidity
risks are outlined in Note 21.

Going Concern
The global COVID-19 pandemic has presented a series of unprecedented challenges which have severely tested all aspects
of our business including our multichannel capabilities, the robustness of our operational infrastructure and the resilience
of our colleagues. Whilst COVID-19 has inevitably constrained our short-term progress, we firmly believe that we have a
robust premium branded multichannel proposition with our loyal consumers comfortable engaging with us in any channel.

The financial statements are prepared on a going concern basis, which the Directors believe to be appropriate for the
following reasons.

At 29 January 2022, the Group had net cash balances of £1,185.9 million (2021: £795.4 million) including loans of £128.1 million
(2021: £169.0 million) with available committed UK borrowing facilities of £700 million (2021: £700 million) of which £nil
(2021: £nil) has been drawn down (see Note 20) and US facilities of approximately $300 million of which $nil was drawn down
(2021: $nil). These facilities are subject to certain covenants (see Note 20). With a UK facility of £700 million available up to
6 November 2026 and a US facility of approximately $300 million available up until 24 September 2026, the Directors believe
that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The Group had net cash of £946.1 million as at 30 May 2022.

The Directors have prepared cash flow forecasts for the Group covering a period of at least 12 months from the date of approval
of these financial statements, which indicate that the Group will be able to operate within the level of its agreed facilities and
covenant compliance. For the purposes of both Viability and Going Concern Reporting, the Directors have prepared severe
but plausible downside scenarios which cover the same period as the base case, including specific consideration of a range
of impacts that could arise from geopolitical tensions and the actual and potential impact on supply chains, inflationary cost
pressures and business interruption impacting the availability of stock from the Group’s key Sports Fashion suppliers, as well as
the ongoing impact of the COVID-19 pandemic. These scenarios included a two month store closure in Winter 2023/24 and a
20% reduction in sales. As part of this analysis, mitigating actions within the Group’s control, should these severe but plausible
scenarios occur, have also been considered. These forecast cash flows indicate that there remains sufficient headroom for the
Group to operate within the committed facilities and to comply with all relevant banking covenants during the forecast period.

The Directors have considered all of the factors noted above, including the inherent uncertainty in forecasting the impact
of the current geopolitical tensions and COVID-19 pandemic, and are confident that the Group has adequate resources to
continue to meet all liabilities as and when they fall due for a period of at least 12 months from the date of approval of these
financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

Basis of Consolidation
I. Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

146 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
1. Basis of Preparation (continued)
Basis of Consolidation (continued)
I. Subsidiaries (continued)
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases. Non-controlling interests in the net assets of consolidated subsidiaries are
identified separately from the equity attributable to holders of the parent. Non-controlling interests consist of the amount of

Governance
those interests at the date that control commences and the attributable share of changes in equity subsequent to that date.

II. Associates and Joint Ventures


The Group’s interests in equity-accounted investees comprise interests in associates and interests in joint ventures.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial
and operating policies. A joint venture is an arrangement in which the Group has joint control over the financial and operating
policies based on a contractual arrangement.

Interests in associates and joint ventures are accounted for using the equity method and are initially recognised at cost.
Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and
other comprehensive income of equity-accounted investees, until the date on which significant influence or joint control ceases.

III. Transactions Eliminated on Consolidation


Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in
preparing the consolidated financial statements.

Financial Statements
Changes in Ownership Interest Without a Loss of Control
In accordance with IFRS 10 ‘Consolidated Financial Statements’, upon a change in ownership interest in a subsidiary without
a loss of control, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes
in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners
of the parent. Acquisitions or disposals of non-controlling interests are therefore accounted for as transactions with owners
in their capacity as owners and no goodwill is recognised as a result of such transactions. Associated transaction costs are
accounted for within equity.

Alternative Performance Measures


The Directors measure the performance of the Group based on a range of financial measures, including measures not
recognised by International Accounting Standards (‘IAS’) in conformity with the requirements of the Companies Act 2006
and in accordance with UK-adopted International Accounting Standards. These alternative performance measures may not

Group Information
be directly comparable with other companies’ alternative performance measures and the Directors do not intend these to
be a substitute for, or superior to, IFRS measures. The Directors believe that these alternative performance measures assist
in providing additional useful information on the trading performance of the Group.

Alternative Performance Measures are also used to enhance the comparability of information between reporting periods, by
adjusting for exceptional items. Exceptional items are disclosed separately when they are considered unusual in nature and
not reflective of the trading performance and profitability of the Group. The separate reporting of exceptional items, which
are presented as exceptional within the relevant category in the Consolidated Income Statement, helps provide an indication
of the Group’s trading performance. An explanation as to why items have been classified as Exceptional is given in Note 4.

Further information can be found in the Alternative Performance Measures section on page 42.

Adoption of New and Revised Standards


The following amendments to accounting standards and interpretations, issued by the International Accounting Standards
Board (‘IASB’), have been adopted for the first time by the Group in the period with no significant impact on the consolidated
results or financial position:

– Amendments to IFRS 3 ‘Business Combinations’.


– Amendments to IAS 16 ‘Property, Plant and Equipment’.
– Amendments to IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’.
– Amendments to IAS 38 ‘Intangible Assets’ – Configuration of Customisation Costs in a Cloud Computing Arrangement.
– Interest Rate Benchmark Reform – Phase 2 – amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.
– Annual Improvements – Cycle 2018–2020.

Other
The Group continues to monitor the potential impact of other new standards and interpretations which may be endorsed and
require adoption by the Group in future reporting periods. The Group does not consider that any other standards, amendments
or interpretations issued by the IASB, but not yet applicable, will have a significant impact on the financial statements.

JD Sports Fashion Plc Annual Report and Accounts 2022 147


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

1. Basis of Preparation (continued)


Critical Accounting Estimates and Judgements
The preparation of financial statements in conformity with adopted IFRSs requires management to make judgements,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical experience and various other factors
that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates. The estimates and judgements disclosed below are those which have a significant risk of causing
a material adjustment to the carrying amount of assets and liabilities. All other accounting estimates and judgements
are disclosed within the relevant accounting policy in the notes to the financial statements.

Changes to Critical Accounting Estimates


Determination of the Fair Value of Assets and Liabilities on Acquisition
Included within critical accounting policies in the current year is the valuation of the intangible assets recognised as part
of the acquisition of DTLR Villa LLC (‘DTLR’) (see Note 11). The estimates used in the valuation of the intangible assets
are considered to have a significant risk of causing a material misstatement; specifically the estimation of future cash
flows, the useful economic life of the asset, the selection of suitable royalty relief rates and the selection of a suitable
discount rate. The key assumption used by management in the valuation of the fascia name was the royalty rate. The
royalty rate assumption used in the valuation was estimated based on published comparable licence fees in the sports
fashion market and a calculation of the expected return on assets of the DTLR business. If the royalty rate used in the
valuation was 1% higher or lower, this would lead to a change in the fascia name valuation of plus or minus £25.4 million.
1% was determined to be a reasonable royalty rate sensitivity by comparing the royalty rate used with publicly disclosed
licensing transactions related to the retail of sportswear and footwear.

Changes to Critical Accounting Judgements


Provisions and Contingent Liabilities
The activities of the Group are overseen by a number of regulators around the world and, whilst the Group strives to ensure
full compliance with all its regulatory obligations, periodic reviews are inevitable which may result in a financial penalty. If
the risk of a financial penalty arising from one of these reviews is more than remote but not probable or cannot be measured
reliably then the Group will disclose this matter as a contingent liability. If the risk of a financial penalty is considered probable
and can be measured reliably then the Group would make a provision for this matter.

Critical Accounting Estimates


Put Options (Genesis Topco Inc put option £520.3 million)
Put options are in place over all or part of the remaining non-controlling interest shareholding in various subsidiaries and
these options are required to be fair valued at each accounting period date. Put options held by non-controlling interests
are accounted for using the present access method. The present value of the non-controlling interests’ put options is
estimated using Board approved forecasts multiplied by an earnings multiple. The option formula and multiple are usually
stated in the put option agreement; however, in the absence of a specified formula or multiple, we would estimate this based
on current evidence in the Mergers & Acquisitions market and our past experience of multiples paid for similar businesses.

These forecast cash flows are discounted using a discount rate reflecting the current market assessment of the time value
of money and any specific risk premiums relevant to the individual businesses involved. These discount rates are considered
to be equivalent to the rates a market participant would use. Sensitivity analysis has been performed over the key variable
inputs to the valuation of the significant put options, being the discount rate and the approved forecasts, and this has been
disclosed in Note 22 on page 196.

Other Accounting Judgements


Footasylum Disposal
This judgement has been revised due to changes during the financial period. On 4 November 2021, the final ruling from
the CMA was that it had again prohibited the Group’s acquisition of Footasylum. The final CMA undertakings were issued
on 14 January 2022, which was effectively the start date for the Footasylum sale process. Footasylum has been presented
as held-for-sale at 29 January 2022 and full details are provided in Note 32.

Other Accounting Estimates


Impairment of Goodwill (carrying value of the Shoe Palace CGU £546.7 million)
Goodwill arising on acquisition is allocated to groups of cash-generating units (‘Group CGUs’), that are expected to benefit
from the synergies of the business combination from which goodwill arose, being portfolios of stores or individual businesses.
The cash-generating units used to monitor goodwill and test it for impairment are therefore the store portfolios and individual
businesses rather than individual stores, as the cash flows of individual stores are not considered to be independent. These
cash-generating units are referred to throughout the Annual Report as Group CGUs. The recoverable amounts of these Group
CGUs are determined based on value-in-use calculations.

148 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
1. Basis of Preparation (continued)
Other Accounting Estimates (continued)
Impairment of Goodwill (carrying value of the Shoe Palace CGU £546.7 million) (continued)
The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the
Group CGU and the choice of a suitable discount rate in order to calculate the present value. See Note 12 for further disclosure
on impairment of goodwill and review of the key assumptions used.

Governance
Impairment of Other Intangible Assets with Definite Lives (carrying value of the Go Outdoors CGU £77.0 million and the
Shoe Palace CGU £546.7 million)
The Group is required to assess whether there is an indication that other intangible assets with a definite useful economic
life have suffered any impairment. The recoverable amount of brand names is based on an estimation of future sales and
the choice of a suitable royalty and discount rate in order to calculate the present value, when this method is deemed the
most appropriate. The use of this method requires the estimation of future cash flows expected to arise from the continuing
operation of the asset over its useful economic life and the choice of a suitable discount rate in order to calculate the present
value. Impairment losses are recognised in the Consolidated Income Statement. Note 12 provides further disclosure on
impairment of other intangible assets with definite lives, including a review of the key assumptions used.

Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable
for goods and services provided in the normal course of business, net of price discounts and sales related taxes.

Financial Statements
Goods Sold Through Retail Stores and Trading Websites
In the case of goods sold through the retail stores and trading websites, revenue is recognised when goods are sold and the
title has passed, less provision for returns. A separate right of return asset is recognised on the face of the Statement of
Financial Position which represents the right to recover product from the customer. Accumulated experience is used to
estimate and provide for such returns at the time of the sale. The refund liability due to customers on return of their goods
was recognised within accruals in the prior year and has been reclassified to a separate refund liability category in the current
year. Retail sales are usually in cash, by debit card or by credit card.

– For online sales, title is deemed to have passed when the goods are delivered to the customer.
– For online sales and click and collect orders, where the customer pays online but collects in store, title is deemed to have
passed when the goods are collected by the customer.
– For reserve and collect, where the customer reserves online but pays at the point of collection from the store, the title
is deemed to have passed when the goods are collected by the customer.

Wholesale Revenue

Group Information
Wholesale revenue is recognised when goods are dispatched and the title and control over a product have passed to
the customer. In some instances, goods are sold with a right of return. Where wholesale goods are sold with a right of
return, a provision is made to estimate the expected level of returns based on accumulated experience and historical
rates. A separate right of return asset is recognised on the face of the Statement of Financial Position which represents
the right to recover product from the customer. The provision for returns was included within accruals in the prior year
and has been reclassified to a separate refund liability category in the current year. Wholesale sales are either settled by
cash received in advance of the goods being dispatched or made on agreed credit terms.

Gym Membership Revenue


Revenue from the sale of fitness club memberships is recognised in the period the membership relates to. Where there are
specific obligations attached to joining fees, the income related to this is recognised in the period in which membership
commences since the performance obligation attached to that income is satisfied in that period. Where there are no specific
performance obligations attached to joining fees, these are recognised over time, on a straight-line basis over the expected
duration of the membership. For new club openings, memberships are sold and joining fees are collected in the period before
the new club is opened. Membership income received in advance of the club opening is deferred until the club is open and
then recognised on an accruals basis over the related membership period.

Discount Card Revenue


Income from the sale of annual discount cards is accounted for on a systematic basis over the 12 month life of the card which
best matches the profile of the spend on these cards.

Gift Cards
The initial sale of a gift card is treated as an exchange of tender with the revenue recognised when the cards are redeemed
by the customer. Revenue from gift card breakage is recognised when the likelihood of the customer utilising the gift card
becomes remote.

JD Sports Fashion Plc Annual Report and Accounts 2022 149


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

1. Basis of Preparation (continued)


Other Accounting Policies
Sales Commission
Sales commission is presented separately in the Consolidated Income Statement and is received in relation to products
advertised on Group trading websites where the goods are delivered to the customer directly by the third-party supplier.

Provisions to Write Inventories Down to Net Realisable Value


The Group makes provisions for obsolescence, mark downs and shrinkage based on historical experience, the quality of
the current season buy, market trends and management estimates of future events. The provision requires estimates for
shrinkage, the expected future selling price of items and identification of aged and obsolete items.

Government Support
Government support is recognised in the Consolidated Financial Statements when it can be reliably measured, which the
Group considers to be on receipt. In accordance with IAS 20 ‘Government Grants’, furlough income received by the Group’s
UK subsidiaries of £24.4 million (2021: £61.6 million) and £7.5 million received by the Group’s international subsidiaries
(2021: £24.5 million) has been shown as a deduction from employed staff costs. Further, £31.0 million (2021: £58.8 million)
of rates relief received by the Group’s UK subsidiaries has been shown as a deduction from selling and distribution costs.
After the financial period end, the Group repaid the £24.4 million of furlough income that it received from the UK Government
in the year ended 29 January 2022. The repayment was accrued for as at 29 January 2022 and is shown as an expense within
employed staff costs.

Valuation of Rolling Leases


In initially applying IFRS 16 ‘Leases’, the Group has applied judgement to determine the lease term for certain lease contracts
in which the Group is a lessee that either have no specified end date, or where the Group continues to occupy the property
despite the contractual lease end date having passed. In determining the lease term, the Group takes into consideration its
commercial strategy on a store by store basis and the future intentions of the Group regarding the duration of continuing
occupation of the property. For lease contracts falling into these parameters, the associated lease liability is calculated at
the present value of the minimum lease payments over the estimated lease term, discounted at the Group’s incremental
cost of borrowing. A corresponding right-of-use asset is also recognised.

Share-Based Payments
The Executive Directors receive an element of remuneration in the form of share-based payments. Share-based payments
are measured at fair value at the grant date which is determined by the share price on that date. The cost of share-based
payments is recognised as an expense, together with a corresponding increase in equity, on a straight-line basis over the
vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the
related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised
is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
Further information is available in the Directors’ Remuneration Report on page 125 and Note 5.

Supplier Rebates
Supplier rebates such as volume-related rebates, promotional cost contributions and defective allowances are recognised
in the Consolidated Financial Statements when they are contractually agreed with the supplier and can be reliably measured,
which the Group considers to be on receipt. Contributions towards store fixtures are recognised by way of a reduction in the
related capital expenditure. All significant rebates are agreed with suppliers retrospectively and after the end of the relevant
supplier’s financial year. An element of volume-related supplier rebates is deferred and recognised within inventory and
released on a straight-line basis over the six-month period following the financial year end as the related inventory is sold.

2. Segmental Analysis
IFRS 8 ‘Operating Segments’ requires the Group’s segments to be identified on the basis of internal reports about
components of the Group that are regularly reviewed by the Chief Operating Decision Maker to allocate resources to
the segments and to assess their performance. The Chief Operating Decision Maker is considered to be the Executive Chair
of JD Sports Fashion Plc.

Information reported to the Chief Operating Decision Maker is focused on the nature of the businesses within the Group.
The Group’s operating and reportable segments under IFRS 8 are Sports Fashion and Outdoor. In accordance with IFRS 8.12,
we have aggregated several operating segments with similar economic characteristics into a larger Sports Fashion operating
segment and concluded that, in doing so, the aggregation is still consistent with the core principles of IFRS 8.

When aggregating the operating segments into the larger Sports Fashion operating segment, we have primarily taken
into consideration:

– IFRS 8.12.a the nature of products or services;


– IFRS 8.12.c type or class of customer; and
– IFRS 8.12.d the methods used to distribute their products.

150 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
2. Segmental Analysis (continued)
The entities included in the Sports Fashion operating segment have similar characteristics as well-established, leading
retailers or wholesalers of footwear, apparel and accessories from a mix of international sports fashion brands and
private labels. When determining what to include within the Sports Fashion segment, we have considered that the
fascias all target a similar demographic in terms of both age range and an aspiration to achieve a certain style, whether
the product is to be used for lifestyle wear or active sports participation. The entities typically have similar economic

Governance
characteristics in terms of sales metrics, long-term average gross margins, levels of capital investment and operating cash
flows. The Outdoor segment differs from the Sports Fashion segment in that Outdoor is focused on retailing specialist
apparel, footwear and technical products for outdoor pursuits. Further, the Outdoor segment typically appeals to an older
and/or family-oriented demographic as compared with the younger and more style-focused demographic targeted by
the Sports Fashion businesses.

The Chief Operating Decision Maker receives and reviews segmental operating profit. Certain central administrative costs
including Group Directors’ salaries are included within the Group’s Sports Fashion result. This is consistent with the results
as reported to the Chief Operating Decision Maker.

IFRS 8 requires disclosure of information regarding revenue from major customers. The majority of the Group’s revenue is
derived from the retail of a wide range of apparel, footwear and accessories to the general public. As such, the disclosure
of revenues from major customers is not appropriate.

The Board considers that certain items are cross-divisional in nature and cannot be allocated between the segments on

Financial Statements
a meaningful basis. Certain net funding costs and taxation are treated as unallocated, reflecting the nature of the Group’s
syndicated borrowing facilities and its tax group. A deferred tax asset of £81.7 million (2021: £40.6 million), a deferred tax
liability of £127.4 million (2021: £55.0 million) and an income tax receivable of £0.6 million (2021: liability of £29.5 million)
are included within the unallocated segment.

Each segment is shown net of intercompany transactions and balances within that segment. The eliminations remove
intercompany transactions and balances between different segments which primarily relate to the net draw down of
long-term loans and short-term working capital funding provided by JD Sports Fashion Plc (within Sports Fashion)
to other companies in the Group, and intercompany trading between companies in different segments. Inter-segment
transactions are undertaken in the ordinary course of business on arm’s length terms.

Information regarding the Group’s reportable operating segments for the 52 weeks to 29 January 2022 is shown below:

Sports Fashion Outdoor Unallocated Total


Income statement £m £m £m £m

Group Information
Gross revenue 8,049.7 513.3 – 8,563.0
Inter-segment revenue (0.1) 0.1 – –
Revenue 8,049.6 513.4 – 8,563.0
Gross profit % 49.5% 43.9% – 49.1%
Operating profit before exceptional items 985.5 28.2 – 1,013.7
Exceptional items (292.5) – – (292.5)
Operating profit 693.0 28.2 – 721.2
Financial income – – 1.4 1.4
Financial expenses (57.2) (2.3) (8.4) (67.9)
Profit/(loss) before tax 635.8 25.9 (7.0) 654.7
Income tax expense (195.1)
Profit for the period 459.6

Sports Fashion Outdoor Unallocated Eliminations Total


Total assets and liabilities £m £m £m £m £m

Total assets 6,681.4 420.9 82.3 (116.0) 7,068.6


Total liabilities (4,390.4) (327.2) (127.4) 116.0 (4,729.0)
Total segment net assets/(liabilities) 2,291.0 93.7 (45.1) – 2,339.6

JD Sports Fashion Plc Annual Report and Accounts 2022 151


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

2. Segmental Analysis (continued)


Sports Fashion Outdoor Total
Other segment information £m £m £m
Capital expenditure:
Software development 14.9 – 14.9
Brand licences 5.2 – 5.2
Property, plant and equipment 221.8 5.5 227.3
Right-of-use assets 467.6 54.4 522.0
Non-current other assets 5.7 – 5.7
Depreciation, amortisation and impairments:
Amortisation of intangible assets 59.4 4.0 63.4
Depreciation of property, plant and equipment 149.3 8.9 158.2
Amortisation of non-current other assets 0.1 – 0.1
Depreciation of right-of-use assets 341.6 16.6 358.2
Impairment of non-current assets (exceptional items) 5.5 – 5.5
Impairment of non-current assets (non-exceptional items) 12.0 1.2 13.2

The comparative segmental results for the 52 weeks to 30 January 2021 are shown below:

Sports Fashion Outdoor Unallocated Total


Income statement £m £m £m £m
Gross revenue 5,808.2 359.1 – 6,167.3
Inter-segment revenue (0.2) 0.2 – –
Revenue 5,808.0 359.3 – 6,167.3
Gross profit % 48.4% 42.2% – 48.0%
Operating profit/(loss) before exceptional items 484.7 (2.4) – 482.3
Exceptional items (76.9) (20.4) – (97.3)
Operating profit/(loss) 407.8 (22.8) – 385.0
Financial income – – 1.5 1.5
Financial expenses (51.2) (3.7) (7.6) (62.5)
Profit/(loss) before tax 356.6 (26.5) (6.1) 324.0
Income tax expense (94.8)
Profit for the period 229.2

Sports Fashion Outdoor Unallocated Eliminations Total


Total assets and liabilities £m £m £m £m £m
Total assets 4,940.2 293.2 40.6 (112.1) 5,161.9
Total liabilities (3,420.3) (272.8) (84.5) 112.1 (3,665.5)
Total segment net assets/(liabilities) 1,519.9 20.4 (43.9) – 1,496.4

Sports Fashion Outdoor Total


Other segment information £m £m £m
Capital expenditure:
Software development 19.1 – 19.1
Property, plant and equipment 102.1 3.1 105.2
Right-of-use assets 168.3 46.6 214.9
Non-current other assets 7.7 – 7.7
Depreciation, amortisation and impairments:
Amortisation of intangible assets 36.4 4.6 41.0
Depreciation of property, plant and equipment 125.4 11.4 136.8
Depreciation of right-of-use assets 301.5 19.9 321.4
Impairment of goodwill and fascia names (exceptional items) 56.2 33.3 89.5
Impairment of non-current assets (exceptional items) – 4.9 4.9
Impairment of non-current assets (non-exceptional items) 7.3 1.4 8.7

152 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
2. Segmental Analysis (continued)
Geographical Information
The Group’s operations are located in the UK, Australia, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic,
Denmark, Dubai, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Israel, Italy, Latvia,
Lithuania, Malaysia, the Netherlands, New Zealand, Poland, Portugal, Republic of Ireland (‘ROI’), Romania, Singapore,
Slovakia, South Korea, Spain and the Canary Islands, Sweden, Thailand and the US.

Governance
The following table provides analysis of the Group’s revenue by geographical market, irrespective of the origin of the
goods/services:

52 weeks to 52 weeks to
29 January 30 January
2022 2021
Revenue £m £m

UK & ROI 3,578.5 2,527.0


Europe 2,046.7 1,579.4
North America 2,609.2 1,780.5
Rest of world 328.6 280.4
8,563.0 6,167.3

Financial Statements
The revenue from any individual country, with the exception of the UK and US, is not more than 10% of the Group’s total revenue.

Revenue by channel
52 weeks to 52 weeks to
29 January 30 January
2022 2021
Revenue £m £m

Retail stores 5,668.5 3,524.9


Multichannel 2,623.1 2,465.2
Other 271.4 177.2
8,563.0 6,167.3

Revenue by product type

Group Information
52 weeks to 52 weeks to
29 January 30 January
2022 2021
Revenue £m £m

Footwear 4,590.4 3,499.8


Apparel 3,199.9 2,200.5
Accessories 540.6 326.0
Other 232.1 141.0
8,563.0 6,167.3

The following is an analysis of the carrying amount of segmental non-current assets by the geographical area in which the
assets are located. Taxation is treated as unallocated, reflecting the nature of the Group’s tax group.

52 weeks to 52 weeks to
29 January 30 January
2022 2021
Non-current assets £m £m

UK & ROI 1,217.4 1,011.0


Europe 1,329.7 1,003.4
North America 1,607.8 1,078.6
Rest of world 155.5 109.0
Unallocated 81.7 40.6
4,392.1 3,242.6

JD Sports Fashion Plc Annual Report and Accounts 2022 153


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

3. Profit Before Tax


52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Profit before tax is stated after charging:


Auditor's remuneration:
Audit of these financial statements (KPMG LLP) 2.2 0.4
Amounts receivable by the Company's Auditor (KPMG LLP) and its associates in respect of:
Audit of financial statements of subsidiaries of the Company 2.1 1.5
Interim review 0.1 0.1
Depreciation and amortisation of non-current assets:
Depreciation of property, plant and equipment 158.2 136.8
Depreciation of right-of-use asset 358.2 321.4
Amortisation of intangible assets 63.4 41.0
Amortisation of non-current other assets – owned 0.1 –
Impairments of non-current assets:
Property, plant and equipment (exceptional) 2.5 4.9
Property, plant and equipment (non-exceptional) 4.8 5.2
Right-of-use asset (non-exceptional) 3.1 3.4
Goodwill and fascia names (exceptional) – 89.5
Goodwill and fascia names (non-exceptional) 2.4 –
Other intangible assets (non-exceptional) 2.9 0.1
Other non-current assets (exceptional) 3.0 –
Loss on disposal of non-current assets 3.5 1.2
Rentals payable under non-cancellable operating leases for:
Land and buildings – variable lease payments 86.6 37.9
Land and buildings – short-term and low-value leases 5.2 3.4
Plant and equipment – short-term and low-value leases 4.3 0.5
Movement in the fair value of forward contracts – 31.5
Provision related to ongoing CMA investigation into the sale of the Rangers FC branded replica
football shirts (see Note 23) 2.0 –
The penalty decision issued by the CMA in relation to a breach of the Interim Order imposed as
part of the CMA’s review of the Group’s acquisition of Footasylum Ltd 4.7 –
Profit before tax is stated after crediting:
Sales commission received 10.6 15.2
Other operating income 16.6 13.1
Movement in the fair value of forward contracts 37.0 –
Foreign exchange gain recognised 11.6 18.5

The auditor’s remuneration in respect of the 2021/22 financial statements includes £1.6 million for the additional work
performed in relation to the matters outlined in the Audit & Risk Committee report commencing on page 108. Fees of
£0.1 million (2021: £0.1 million) were incurred and paid to KPMG LLP by Pentland Group Limited in relation to the non-
coterminous audit of the Group for the purpose of inclusion in its consolidated financial statements for the 12 month
period to December 2021. In addition, fees of £10,000 were incurred and paid to KPMG LLP for non-audit services in
relation to certification of turnover for the Group’s Australian subsidiary, JD Sports Fashion Aus Pty.

Other non-current assets comprise key money and store deposits associated with the acquisition of leasehold interests
(see Note 16).

Since transition to IFRS 16 on 2 February 2019, only lease rentals in relation to variable lease payments, low value assets or
short-term leases have been charged to the Income Statement. The variable lease payments shown above relate to turnover
rents which are impacted by changes in sales at certain stores where the lease includes an element of turnover rent.

154 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
4. Exceptional Items
The Group exercises judgement in assessing whether items should be classified as exceptional. This assessment covers the
nature of the item, cause of occurrence and scale of impact of that item on the reported performance. In determining whether
an item should be presented as exceptional, the Group considers items which are significant because of either their size or
their nature, and which are non-recurring. In order for an item to be presented as exceptional, it should typically meet at least
one of the following criteria:

Governance
– It is a significant item, which may cross more than one accounting period.
– It has been directly incurred as a result of either an acquisition or a divestment, or arises from a major business change
or restructuring programme.
– It is unusual in nature or outside the normal course of business.

The separate reporting of items, which are presented as exceptional within the relevant category in the Consolidated Income
Statement, helps provide an indication of the Group’s trading performance in the normal course of business.

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Movement in fair value of put options(1) 292.7 20.7


Insurance settlement for DTLR(2) (16.6) –

Financial Statements
Restructuring of Spodis SA (3)
16.4 –
Impairment of goodwill and fascia names(4) – 56.2
Restructuring of Go Outdoors(5) – 20.4
Administrative expenses – exceptional 292.5 97.3
(1) Movement in the fair value of the liabilities in respect of the put options as re-measured at each reporting date (see Note 22) (Genesis Topco
Inc: charge of £258.7 million, Iberian Sports Retail Group: charge of £31.6 million, Marketing Investment Group S.A: charge of £1.7 million, Other:
charge of £0.7 million). The increase in the fair value of the put options attributable to Genesis Topco Inc. includes £71.0 million consequent to
the transfer of DTLR into the Genesis sub-group. The movement in the fair value of the put option liabilities is presented as exceptional as it is a
significant item that is outside of the normal course of business.
(2) Insurance settlement proceeds related to a pre-acquisition claim for business interruption by DTLR Villa LLC. As the claim was a contingent
asset at the date of acquisition, this was not recognised in the assets acquired in the fair value table in Note 11. These insurance proceeds are
presented as exceptional as they are unusual in nature and are outside of the normal course of business.
(3) The impact consequent to the restructuring of Spodis SA in the period, including a charge of £5.5 million in relation to the impairment of

Group Information
tangible assets and business restructuring costs of £10.9 million. This item is presented as exceptional as it related to a non-recurring
restructuring project.
(4) The impairment in the prior period primarily relates to the impairment of goodwill and fascia name arising in prior years on the acquisition of
Footasylum (£55.6 million). The impairment is presented as exceptional as it is a significant item that is outside of the normal course of business.
(5) The net impact consequent to the restructuring of Go Outdoors in the prior period, including a charge of £33.3 million in relation to the
impairment of intangible assets, a charge of £4.9 million in relation to the impairment of leasehold improvements and a credit of £17.8 million in
relation to the extinguishment of lease commitments. This item is presented as exceptional as it related to a non-recurring restructuring project.

5. Remuneration of Directors
The Executive Directors’ Remuneration Policy, approved at the Annual General Meeting on 1 July 2021, states that the Long-
term Incentive Plan (‘LTIP’) awards will be a hybrid of cash and share awards. On 20 October 2021, the Executive Directors
were granted awards under the JD Sports Fashion Plc LTIP 2021 as follows:

Share price at
No of shares the grant date
Executive Director granted (p)

Peter Cowgill 409,275 210.8


Neil Greenhalgh 53,225 210.8

These options will vest on the fifth anniversary of the grant date. The total expense recognised in the period arising from
equity-settled share-based payment transactions was £0.1 million.

On 20 October 2021, Peter Cowgill was granted 81,855 shares and Neil Greenhalgh was granted 10,645 shares. The number
of shares disclosed in the table above have been restated to reflect the 5:1 share sub-division effective 30 November 2021.
Following his departure, as announced on 25 May 2022, the LTIP award for Peter Cowgill lapsed on cessation in accordance
with the Directors’ Remuneration Policy.

JD Sports Fashion Plc Annual Report and Accounts 2022 155


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

5. Remuneration of Directors (continued)


The remuneration of the Executive Directors also includes provision for future LTIP cash payments of £0.6 million
(2021: £0.3 million).

Further information on Directors’ emoluments is shown in the Directors’ Remuneration Report on pages 114 to 130.

In the opinion of the Board, the key management as defined under revised IAS 24 ‘Related Party Disclosures’ are the Executive
and Non-Executive Directors. Page 96 of the Directors’ Report provides the details of the Directors who served during the
financial year. During the year there was one (2021: one) Director within the defined contribution pension scheme. Full disclosure
of the Directors’ remuneration is given in the Directors’ Remuneration Report on page 114 to 130.

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Directors' emoluments:
As Non-Executive Directors 0.2 0.2
As Executive Directors 3.8 5.9
Pension contributions – –
4.0 6.1

6. Staff Numbers and Costs


The average number of persons employed by the Group (including Directors) during the period, analysed by category,
was as follows:

2022 2021

Sales and distribution 65,127 52,234


Administration 2,704 2,151
Total average staff employed 67,831 54,385

Full-time equivalents 44,488 37,297

The aggregate payroll costs of these persons were as follows:

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Wages and salaries 1,007.8 682.8


Social security costs 107.6 79.8
Pension costs 16.8 14.7
Other employed staff costs 9.8 8.6
1,142.0 785.9

156 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
7. Financial Income
Financial income comprises interest receivable on funds invested. Financial income is recognised in the Consolidated Income
Statement on an effective interest method.

52 weeks to 52 weeks to
29 January 30 January
2022 2021

Governance
Financial income £m £m

Bank interest 1.4 1.5

8. Financial Expenses
Financial expenses comprise interest payable on interest-bearing loans and borrowings. Financial expenses are recognised in
the Consolidated Income Statement on an effective interest method.

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

On bank loans and overdrafts 5.6 5.7


Amortisation of facility fees 1.4 1.5

Financial Statements
Lease interest 59.5 54.9
Other interest 1.4 0.4
Financial expenses 67.9 62.5

9. Income Tax Expense


Tax on the profit or loss for the year comprises current and deferred tax.

Current Income Tax


Current income tax expense is calculated using the tax rates which have been enacted or substantively enacted by the
reporting date, adjusted for any tax paid in respect of prior years.

Deferred Tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for

Group Information
financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not
provided for:

– Goodwill not deductible for tax purposes.


– The initial recognition of assets or liabilities that affect neither accounting nor taxable profit.
– Differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

The amount of deferred tax provided is based on the expected realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against
which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related
tax benefit will be realised.

JD Sports Fashion Plc Annual Report and Accounts 2022 157


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

9. Income Tax Expense (continued)


52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Current tax
UK corporation tax at 19.0% (2021: 19.0%) 220.0 129.8
Adjustment relating to prior periods (7.3) (3.6)
Total current tax charge 212.7 126.2
Deferred tax
Deferred tax (origination and reversal of temporary differences) (12.9) (28.0)
Adjustment relating to prior periods (4.7) (3.4)
Total deferred tax credit (17.6) (31.4)
Income tax expense 195.1 94.8

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Profit before tax multiplied by the standard rate of corporation tax 19.0% (2021: 19.0%) 124.4 61.6
Effects of:
Expenses not deductible 5.3 7.0
Put option movement not deductible (1)
55.7 3.9
Depreciation and impairment of non-qualifying non-current assets
(including brand names arising on consolidation) 2.9 8.6
Non-taxable income (1.1) (0.5)
Effect of tax rates in foreign jurisdictions(2) 10.5 6.8
Research and development tax credits and other allowances (3.2) (0.3)
Recognition of previously unrecognised tax losses (7.1) –
Change in tax rate(3) (4.4) 0.5
Non-qualifying impairment of goodwill on consolidation 0.4 –
Change in unrecognised temporary differences 5.9 5.6
Over-provided in prior periods(4) (12.0) (7.0)
Other taxes due (5)
17.8 8.6
Income tax expense 195.1 94.8
(1) The movement in the put options per Note 22 is non-deductible for corporate tax.
(2) The growing proportion of overseas profits, predominantly in the US, arise in jurisdictions with a higher tax rate than the UK mainstream
corporation rate of 19%, thereby driving an adjusting item.
(3) The movement reflects the change in the UK deferred tax rate from an opening rate of 19% to a closing rate of 25%.
(4) Prior year adjustments represent UK R&D claims (0.3%), trading loss claims (0.3%) and other movements arising on the finalisation of the
corporation tax returns (0.4%) in conjunction with changes to the US opening deferred tax position (0.4%).
(5) Other taxes due are primarily in respect of US state taxes but also include other taxes payable in overseas jurisdictions.

158 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
10. Earnings Per Ordinary Share
Basic and Adjusted Earnings Per Ordinary Share
On 3 February 2021, JD Sports Fashion Plc completed the placing of new ordinary shares in the capital of the Company.
A total of 58,393,989 new ordinary shares were issued, increasing the total ordinary shares in issue to 1,031,627,149.
The shares were placed at an issue price of 795 pence per share with a par value of 25 pence leading to share capital
of £0.1 million and share premium of £455.8 million being recognised on issue (this is net of £8.3 million of costs incurred).

Governance
Following an ordinary resolution on 30 November 2021, a share split occurred whereby five ordinary shares were issued
for each ordinary share. In accordance with IAS 33, the number of shares outstanding before the event has been adjusted
for the proportionate change as if the event had occurred at the beginning of the earliest period presented.

The calculation of basic earnings per ordinary share at 29 January 2022 is based on the profit for the period attributable
to equity holders of the parent of £369.7 million (2021: £224.3 million) and a weighted average number of ordinary shares
outstanding during the 52 week period ended 29 January 2022 of 5,158,135,745 (2021: restated 4,866,165,800).

Adjusted earnings per ordinary share have been based on the profit for the period attributable to equity holders of the parent
for each financial period but excluding the post-tax effect of certain exceptional items. The Directors consider that this gives
a more useful measure of the trading performance and profitability of the Group.

52 weeks to 52 weeks to
29 January 30 January
2022 2021

Financial Statements
millions millions

Issued ordinary shares at beginning of period (restated) 4,866.2 4,866.2


Ordinary shares issued on 3 February 2021 (restated) 291.9 –
Issued ordinary shares at end of period 5,158.1 4,866.2

52 weeks to
52 weeks to 30 January
29 January 2021
2022 restated
Note £m £m

Profit for the period attributable to equity holders of the parent 369.7 224.3

Group Information
Exceptional items 4 292.5 97.3
Tax relating to exceptional items 0.3 (8.3)
Profit for the period attributable to equity holders of the parent excluding
exceptional items 662.5 313.3
Adjusted earnings per ordinary share 12.84p 6.44p
Basic earnings per ordinary share 7.17p 4.61p

Diluted Earnings Per Ordinary Share


Diluted earnings per ordinary share is 7.17p (2021: 4.61p restated). Diluted adjusted earnings per share is 12.84p
(2021: 6.44p restated).

The calculation of diluted earnings per ordinary share at 29 January 2022 is based on the profit for the period attributable
to equity holders of the parent of £369.7 million (2021: £224.3 million) and a weighted average number of ordinary shares
outstanding during the period after adjusting for the effects of all dilutive potential ordinary shares calculated as follows:

52 weeks to 52 weeks to
29 January 30 January
2022 2021
millions millions

Issued ordinary shares at end of period 5,158.1 4,866.2


Shares granted on 20 October 2021 under the JD Sports Fashion Plc LTIP 2021 (see Note 5) 0.1 –
Issued ordinary shares at end of period 5,158.2 4,866.2

JD Sports Fashion Plc Annual Report and Accounts 2022 159


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

11. Acquisitions
Business Combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the Group.
The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect the returns through its power over the entity.

Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs
in connection with a business combination are expensed as incurred.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired.
Any goodwill that arises is tested annually for impairment; however, any resulting impairment will not be tax deductible. The
consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are
generally recognised in the Consolidated Income Statement.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and the
settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration
are recognised in the Consolidated Income Statement.

The valuation techniques used for measuring the fair value of material assets acquired are as follows:

– Assembled workforce – In accordance with IAS 38, the assembled workforce is not recognised as a separate intangible
asset but is subsumed within goodwill. The assembled workforce is valued using the cost savings method which estimates
the costs saved by the acquirer from purchasing the asset vs. building or developing the asset internally.
– Intangible assets (computer software) – The cost approach is used which reflects the amount that would be required to
currently replace the service capacity of an asset (often referred to as current replacement cost).
– Intangible assets (fascia names and brand names) – The relief from royalty method considers the discounted estimated
royalty payments that are expected to be avoided as a result of the intangible assets being owned.
– Inventories – The fair value is determined based on the estimated selling price in the ordinary course of business less the
estimated costs of completion and sale, and a reasonable profit margin based on the effort required to sell the inventories.
– Leases – A right-of-use asset and lease liability are recognised, measured as if the acquired lease were a new lease at
the date of acquisition. The fair value of the acquired leases is estimated by comparing the annual rent to a normalised
rent level based on a market-oriented occupancy rate. The difference is calculated over the remaining lease term and
discounted at the estimated pre-tax discount rate, adjusting the value of the right-of-use asset recognised under IFRS 16
‘Leases’. The lease liability recognised is measured at the present value of the remaining lease payments, using a discount
rate determined in accordance with IFRS 16 at the date of acquisition.
– Owned property – The cost approach considers the cost to replace the existing improvements, less accrued depreciation,
plus the fair value of the land. The value of the properties is derived by adding the estimated value of the land to the cost
of constructing a reproduction or replacement for the improvements and then subtracting the amount of depreciation.
– Property, plant and equipment – The depreciated replacement cost new valuation approach is utilised, reflecting
adjustments for physical deterioration as well as functional and economic obsolescence.
– Customer relationships – The excess earnings method is used to value these intangible assets on acquisition. This method
considers the use of other assets in the generation of the projected cash flows of a specific asset to isolate the economic
benefit generated by the subject intangible asset. The contribution of other assets, such as fixed assets, working capital,
workforce, and other intangible assets, to overall cash flows is estimated through contributory asset ‘capital charges’.
The latter adjustment is made to separate the value of the particular intangible asset from the portion of the purchase
price that has already been allocated to the net tangible assets and other intangible assets employed. Therefore, the
value of the intangible asset is the present value of the after-tax cash flows potentially attributable to it, net of the
return on fair value attributable to tangible and other intangible assets.

160 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
11. Acquisitions (continued)
Current Period – Significant Acquisitions
Acquisitions are presented as significant when they are considered significant in terms of total consideration, the size of the
store base and/or geographical reach.

DTLR Villa LLC


Initial acquisition

Governance
On 17 March 2021, JD Sports Fashion Plc (‘JD’) acquired 100% of the issued share capital of DTLR Villa LLC, via a wholly
owned intermediate holding company in the US. Total cash consideration was £305.2 million, split between £117.9 million
debt funding and £187.3 million equity funding.

DTLR is based in Baltimore, Maryland and is a hyperlocal athletic footwear and apparel streetwear retailer operating from
247 stores across 19 states on acquisition. The acquisition of DTLR, with its differentiated consumer proposition, will enhance
the Group’s neighbourhood presence in the North and East of the US.

The existing DTLR management team has also reinvested a portion of its proceeds back into DTLR in exchange for a new
minority stake of 1.5%. Put and call options, to enable future exit opportunities for the management team, have also been
agreed and become exercisable after a minimum period of three years. A valuation of these put options has been performed
using an earnings multiple, a suitable discount rate and approved forecasts, and the initial liability of £4.2 million has been
recognised with the corresponding entry to Other Equity in accordance with the present value method of accounting.
These options are required to be fair valued at each accounting period date.

Financial Statements
Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £101.6 million representing
the DTLR fascia name and an intangible asset of £3.8 million representing the customer relationships arising from the loyalty
scheme in place. The Board believes that the excess of consideration paid over net assets on acquisition of £212.0 million is
best considered as goodwill on acquisition representing future operating synergies. The goodwill calculation is summarised
on the next page. As at the date of this report, the period in which measurement adjustments could be made has now closed
on this acquisition and no further fair value measurement adjustments have been made.

Subsequent intra-group transfer


On 2 July 2021, JD completed the transfer of the intermediate Parent Company and DTLR to Genesis Topco Inc (‘Genesis’),
which is an existing 80.0% subsidiary based in the US and Parent Company of the sub-group which contains Finish Line Inc.
and the Shoe Palace Corporation. It was always the intention for DTLR to be part of the Genesis sub-group, but the requirement
for speed and certainty of execution on the original transaction meant that it was more appropriate for the Group to initially
acquire DTLR directly. This transfer to Genesis now brings all of the Group’s businesses in the US into one sub-group, which

Group Information
will enhance the future operational collaboration between them. However, as the parent to Genesis, JD will continue to make
strategic decisions regarding the Company’s future. The consideration payable by Genesis to JD in relation to the transfer
was the same as the total consideration paid by JD on the original acquisition.

By virtue of the fact that JD only owns 80% of Genesis, JD effectively disposed of a proportion of its investment in DTLR to
the four Mersho Brothers (‘the Mershos’) who, with their 20% aggregate shareholding in Genesis, are jointly a related party
of JD. In order to maintain their shareholding in Genesis at the current level, the Mershos invested their pro-rata element of
the equity consideration of $52.0 million into Genesis. This transfer has taken place on an arm’s length basis and reflects the
net assets acquired as at the original acquisition date of 17 March 2021.

JD Sports Fashion Plc Annual Report and Accounts 2022 161


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

11. Acquisitions (continued)


Current Period – Significant Acquisitions (continued)
DTLR Villa LLC (continued)
Measurement Fair value at
Book value adjustments 17 March 2021
£m £m £m

Acquiree’s net assets at acquisition date:


Intangible assets 43.7 62.9 106.6
Property, plant and equipment 53.7 (4.4) 49.3
Other non-current assets 0.5 (0.2) 0.3
Right-of-use assets – 139.9 139.9
Inventories 40.3 – 40.3
Cash and cash equivalents 95.2 – 95.2
Trade and other receivables 7.6 (3.3) 4.3
Income tax asset 0.4 – 0.4
Trade and other payables (37.6) (0.9) (38.5)
Bank loans and overdrafts (140.2) – (140.2)
Deferred tax liability (3.3) (21.2) (24.5)
Lease liabilities (11.8) (128.1) (139.9)
Net identifiable assets 48.5 44.7 93.2
Goodwill on acquisition 212.0
Total consideration 305.2

Included in the 52 week period ended 29 January 2022 is revenue of £382.8 million and a profit before tax of £63.9 million in
respect of DTLR.

Marketing Investment Group S.A.


On 30 April 2021, JD Sports Fashion Plc acquired 60% of the issued share capital of Marketing Investment Group S.A.
(‘MIG’) for total consideration of £66.0 million. Total consideration comprises cash consideration of £63.6 million and
£2.4 million of deferred consideration that is subject to customary closing conditions and expected to be paid in 2022.

MIG operated 410 stores on acquisition along with the associated trading websites in nine countries in Central and Eastern
Europe. The acquisition of MIG provided the platform to develop the JD fascia in Central and Eastern Europe. The MIG team
has been instrumental in the opening of the first JD stores in Eastern Europe with stores at Poznan, Poland, and Constanta,
Romania. Since the period end, the Group has opened four further JD stores in Poland, one additional store in Romania and
a first store in Hungary, at the Árkád Shopping Centre in Budapest. We would anticipate further openings for the JD fascia
across Eastern Europe in the new financial year although events in Ukraine do drive some caution.

Put and call options to enable future exit opportunities for the 40% shareholders have also been agreed and become
exercisable after the year ending January 2025. A valuation of these put options has been performed using an earnings
multiple, a suitable discount rate and approved forecasts, and the initial liability of £50.2 million has been recognised with
the corresponding entry to Other Equity in accordance with the present value method of accounting. These options are
required to be fair valued at each accounting period date.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £25.1 million representing
the Sizeer fascia name and an intangible asset of £4.1 million representing the 50 Style fascia name. The Board believes that
the excess of consideration paid over net assets on acquisition of £41.4 million is best considered as goodwill on acquisition
representing future operating synergies. As at the date of this report, the period in which measurement adjustments could be
made has now closed on this acquisition and no further fair value measurement adjustments have been made. The goodwill
calculation is summarised on the next page.

162 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
11. Acquisitions (continued)
Current Period – Significant Acquisitions (continued)
Marketing Investment Group S.A. (continued)
Measurement Fair value at
Book value adjustments 30 April 2021
£m £m £m

Governance
Acquiree’s net assets at acquisition date:
Intangible assets 2.6 29.2 31.8
Property, plant and equipment 16.6 – 16.6
Other non-current assets 1.1 – 1.1
Right-of-use assets – 66.2 66.2
Inventories 69.1 (1.9) 67.2
Cash and cash equivalents 6.5 – 6.5
Trade and other receivables 4.9 1.1 6.0
Income tax asset 0.1 – 0.1
Trade and other payables (58.6) 1.7 (56.9)
Bank loans and overdrafts (27.0) – (27.0)

Financial Statements
Deferred tax asset/(liability) 1.0 (5.5) (4.5)
Lease liabilities – (66.2) (66.2)
Net identifiable assets 16.3 24.6 40.9
Non-controlling interest (40%) (6.5) (9.8) (16.3)
Goodwill on acquisition 41.4
Consideration – satisfied in cash 63.6
Consideration – deferred 2.4
Total consideration 66.0

Included in the 52 week period ended 29 January 2022 is revenue of £175.0 million and a profit before tax of £6.0 million in

Group Information
respect of MIG.

Deporvillage S.L.
On 25 June 2021, Iberian Sports Retail Group S.L. (‘ISRG’), the Group’s existing intermediate holding company in Spain,
exchanged contracts on the conditional acquisition of Deporvillage S.L. (‘Deporvillage’), which is based in Manresa, Catalonia.
ISRG is a leading operator in the sporting goods market across Iberia through its Sprinter and Sport Zone fascias with the
acquisition of Deporvillage, an online retailer of specialist sports equipment with country specific websites in six European
countries, giving additional depth and expertise in the key categories of cycling, running and outdoor. The transaction was
subject to certain conditions, principally relating to anti-trust clearance, with formal completion taking place on 3 August
2021. Total maximum cash consideration for the acquisition of an initial 80% holding is £119.6 million of which a maximum
of £34.5 million has been deferred and will be paid contingent on achieving certain future performance criteria. As at the
date of the acquisition and the January 2022 year-end, the fair value of the contingent consideration was determined to
be £19.0 million.

Put and call options to enable future exit opportunities for the 20% shareholders have also been agreed and become
exercisable from 2024 onwards. A valuation of these put options has been performed using an earnings multiple, a suitable
discount rate and approved forecasts, and the initial liability of £11.2 million has been recognised with the corresponding entry
to Other Equity in accordance with the present value method of accounting. These options are required to be fair valued at
each accounting period date.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £38.8 million representing
the Deporvillage online fascia name and an intangible asset of £2.9 million representing the fair value of the customer base.

The Board believes that the excess of consideration paid over net assets on acquisition of £70.4 million is best considered
as goodwill on acquisition representing future operating synergies. The provisional goodwill calculation is summarised on the
next page.

Included in the 52 week period ended 29 January 2022 is revenue of £67.8 million and a profit before tax of £2.5 million in
respect of Deporvillage.

JD Sports Fashion Plc Annual Report and Accounts 2022 163


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

11. Acquisitions (continued)


Current Period – Significant Acquisitions (continued)
Deporvillage S.L. (continued)
Provisional fair
Measurement value at
Book value adjustments 3 August 2021
£m £m £m

Acquiree’s net assets at acquisition date:


Intangible assets 0.9 48.4 49.3
Property, plant and equipment 0.3 – 0.3
Right-of-use assets – 1.1 1.1
Inventories 28.6 – 28.6
Cash and cash equivalents 2.4 – 2.4
Trade and other receivables 4.7 – 4.7
Trade and other payables (29.3) – (29.3)
Bank loans and overdrafts (1.3) – (1.3)
Income tax liability (1.0) – (1.0)
Deferred tax asset/(liability) 0.6 (12.1) (11.5)
Lease liabilities – (1.1) (1.1)
Net identifiable assets 5.9 36.3 42.2
Non-controlling interest (20%) (1.2) (7.3) (8.5)
Goodwill on acquisition 70.4
Consideration – satisfied in cash 85.1
Consideration – deferred 19.0
Total consideration 104.1

Cosmos Sport S.A.


On 21 October 2021, the Group acquired 80% of the issued share capital of Cosmos Sport S.A. (‘Cosmos’) for cash
consideration of £65.0 million. At acquisition Cosmos operated 58 stores in Greece and three in Cyprus under a variety
of retail banners and associated trading websites. The two main fascias are Cosmos, which is the core fascia of the business
and has an elevated sporting goods and lifestyle proposition, and Sneaker 10, which has a more premium footwear offer.

Put and call options to enable future exit opportunities for the 20% shareholders have also been agreed and become
exercisable from 2025 onwards. A valuation of these put options has been performed using an earnings multiple, a suitable
discount rate and approved forecasts, and the initial liability of £10.0 million has been recognised with the corresponding
entry to Other Equity in accordance with the present value method of accounting. These options are required to be fair
valued at each accounting period date.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £9.1 million representing the
Cosmos fascia name and an intangible asset of £4.2 million representing the Sneaker 10 fascia name. The Board believes that
the excess of consideration paid over net assets on acquisition of £39.5 million is best considered as goodwill on acquisition
representing future operating synergies. The provisional goodwill calculation is summarised on the next page.

Included in the 52 week period ended 29 January 2022 is revenue of £26.0 million and a profit before tax of £0.9 million in
respect of Cosmos.

164 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
11. Acquisitions (continued)
Current Period – Significant Acquisitions (continued)
Cosmos Sport S.A. (continued)
Provisional fair
Measurement value at
Book value adjustments 21 October 2021
£m £m £m

Governance
Acquiree’s net assets at acquisition date:
Intangible assets – 13.3 13.3
Property, plant and equipment 14.0 – 14.0
Other non-current assets 1.0 – 1.0
Right-of-use assets – 38.2 38.2
Inventories 24.3 – 24.3
Cash and cash equivalents 13.2 – 13.2
Trade and other receivables 5.7 – 5.7
Income tax asset 0.3 – 0.3
Trade and other payables (27.9) – (27.9)

Financial Statements
Bank loans and overdrafts (8.5) – (8.5)
Deferred tax liability (0.3) (3.2) (3.5)
Lease liabilities – (38.2) (38.2)
Net identifiable assets 21.8 10.1 31.9
Non-controlling interest (20%) (4.4) (2.0) (6.4)
Goodwill on acquisition 39.5
Total consideration 65.0

Current Period – Other Acquisitions


The aggregate impact of the other acquisitions in the current period is as follows with further details provided in the narrative
on pages 166 to 168:

Group Information
Fair values
acquired
£m

Acquiree’s net assets at acquisition date:


Intangible assets 34.4
Property, plant and equipment 8.5
Right-of-use assets 26.3
Other non-current assets 0.2
Inventories 31.6
Cash and cash equivalents 35.3
Trade and other receivables 9.6
Trade and other payables (24.5)
Bank loans and overdrafts (6.2)
Income tax liabilities (4.4)
Deferred tax liabilities (6.6)
Lease liabilities (26.3)
Net identifiable assets 77.9
Non-controlling interest (various) (11.6)
Goodwill on acquisition 126.7
Consideration – satisfied in cash 174.3
Consideration – deferred 18.7
Total consideration 193.0

JD Sports Fashion Plc Annual Report and Accounts 2022 165


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

11. Acquisitions (continued)


Current Period – Other Acquisitions (continued)
80s Casual Classics Limited
On 2 March 2021, JD Sports Fashion Plc acquired 70% of the issued share capital of 80s Casual Classics Limited (‘80s CC’) for
cash consideration of £15.4 million. 80s CC is predominantly an online retailer of retro and original clothing from brands such
as adidas and Sergio Tacchini, inspired by the British subculture of the ‘70s, ‘80s and ‘90s. The acquisition included put and
call options over the remaining 30% of shares, exercisable in annual tranches after a minimum period of three years.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £1.0 million representing the
80s CC fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of £9.0 million
is best considered as goodwill representing future operating synergies. As at the date of this report, the period in which
measurement adjustments could be made has now closed on this acquisition and no further fair value measurement
adjustments have been made.

Included in the 52 week period ended 29 January 2022 is revenue of £13.0 million and a profit before tax of £3.9 million in
respect of 80s Casual Classics.

Uggbugg Fashion Limited


On 18 June 2021, JD Sports Fashion Plc acquired 51% of the issued share capital of Uggbugg Fashion Limited, including
a wholly owned subsidiary, Missy Empire Limited (together ‘Missy Empire’), for initial cash consideration of £11.7 million.
Additional consideration of up to £2.2 million is payable if certain performance criteria are achieved. The fair value of the
contingent consideration as at the acquisition date and as at 29 January 2022 was determined to be £nil.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £0.9 million representing
the Missy Empire fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of
£9.6 million is best considered as goodwill on acquisition representing future operating synergies.

Put and call options over 9% of the remaining 49% shareholding have also been agreed and become exercisable after
the year ending January 2025. A valuation of these put options has been performed using an earnings multiple, a suitable
discount rate and approved forecasts, and the initial liability of £1.4 million has been recognised with the corresponding
entry to Other Equity in accordance with the present value method of accounting. These options are required to be fair
valued at each accounting period date.

Included in the 52 week period ended 29 January 2022 is revenue of £6.2 million and a break even result in respect of Missy Empire.

The Watch Shop Holdings Limited and Watch Shop Logistics Ltd
On 18 June 2021, JD Sports Fashion Plc acquired 100% of the issued share capital of The Watch Shop Holdings Limited
and Watch Shop Logistics Ltd (together ‘WatchShop’) via a wholly owned intermediate holding company. Total cash
consideration paid was £26.2 million. Contingent consideration is payable subject to certain criteria being met. The fair
value of the contingent consideration as at the acquisition date and as at 29 January 2022 was determined to be £nil.

WatchShop is an online retailer of designer fashion watches from brands such as Armani, Michael Kors and Hugo Boss.
Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £2.5 million representing
the WatchShop fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of
£10.6 million is best considered as goodwill on acquisition representing future operating synergies.

Included in the 52 week period ended 29 January 2022 is revenue of £19.2 million and a loss before tax of £0.7 million in
respect of WatchShop.

Bodytone International Sport S.L.


On 3 August 2021, ISRG, the Group’s existing intermediate holding company in Spain, acquired 50.1% of the issued share
capital of Bodytone International Sport S.L. (‘Bodytone’) for initial cash consideration of £8.9 million. Additional consideration
of up to £3.1 million is payable if certain performance criteria are achieved and the fair value of this contingent consideration
as at the acquisition date and as at 29 January 2022 was determined to be £2.9 million.

Based in Murcia in Spain, Bodytone manufactures and distributes professional fitness equipment with a presence in over
40 countries worldwide. ISRG believes that the acquisition of Bodytone will enhance its product categories and improve its
specialised sporting goods offer. Included within the fair value of the net identifiable assets on acquisition is an intangible
asset of £4.9 million representing the Bodytone name. The Board believes that the excess of consideration paid over net
assets on acquisition of £8.8 million is best considered as goodwill on acquisition representing future operating synergies.

166 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
11. Acquisitions (continued)
Current Period – Other Acquisitions (continued)
Put and call options over the remaining 49.9% shareholding have also been agreed and become exercisable in tranches from
2024 onwards. A valuation of these put options has been performed using an earnings multiple, a suitable discount rate and
approved forecasts, and the initial liability of £11.3 million has been recognised with the corresponding entry to Other Equity
in accordance with the present value method of accounting. These options are required to be fair valued at each accounting

Governance
period date.

Included in the 52 week period ended 29 January 2022 is revenue of £7.5 million and a profit before tax of £1.0 million in
respect of Bodytone.

Hairburst Holding Group Limited


On 17 September 2021, JD Sports Fashion Plc acquired 75% of the issued share capital of Hairburst Holding Group Limited,
including three wholly owned subsidiaries (together ‘Hairburst’) for cash consideration of £26.2 million.

Hairburst retails own label haircare products and vitamins via a direct to consumer website and as a wholesaler both in
the UK and internationally. Included within the fair value of the net identifiable assets on acquisition is an intangible asset
of £6.6 million representing the Hairburst name. The Board believes that the excess of consideration paid over net assets
on acquisition of £18.1 million is best considered as goodwill on acquisition representing future operating synergies.

Put and call options over the remaining 25% shareholding have also been agreed and become exercisable in tranches from
2025 onwards. A valuation of these put options has been performed using an earnings multiple, a suitable discount rate and

Financial Statements
approved forecasts, and the initial liability of £8.4 million has been recognised with the corresponding entry to Other Equity
in accordance with the present value method of accounting. These options are required to be fair valued at each accounting
period date.

Included in the 52 week period ended 29 January 2022 is revenue of £6.3 million and a profit before tax of £0.1 million in
respect of Hairburst.

Wheelbase Lakeland Limited


On 3 June 2021, JD Sports Fashion Plc exchanged contracts on the conditional acquisition of 77.5% of the issued share
capital of Wheelbase Lakeland Limited (‘Wheelbase’). Completion of the acquisition was subject to obtaining consent
for the change in control from the Financial Conduct Authority. This was obtained, the acquisition subsequently completed
on 30 September 2021 and the cash consideration paid was £22.2 million.

Operating from three stores on acquisition and a trading website, Wheelbase is firmly established as one of the premier

Group Information
cycling retailers in the UK, and the product offering centres on premium cycles and accessories from key brands such
as Cube, Cannondale, Trek and Specialized. Included within the fair value of the net identifiable assets on acquisition
is an intangible asset of £1.4 million representing the Wheelbase fascia name. The Board believes that the excess
of consideration paid over net assets on acquisition of £18.7 million is best considered as goodwill on acquisition
representing future operating synergies.

Put and call options over the remaining 22.5% shareholding have also been agreed and become exercisable in tranches from
2025 onwards. A valuation of these put options has been performed using an earnings multiple, a suitable discount rate and
approved forecasts, and the initial liability of £4.0 million has been recognised with the corresponding entry to Other Equity
in accordance with the present value method of accounting. These options are required to be fair valued at each accounting
period date.

Included in the 52 week period ended 29 January 2022 is revenue of £4.0 million and a profit before tax of £0.2 million in
respect of Wheelbase.

XLR8 Sports Limited


On 19 November 2021, JD Sports Fashion Plc acquired 100% of XLR8 Sports Limited trading as Leisure Lakes Bikes (‘Leisure
Lakes’) for initial cash consideration of £25.6 million plus additional consideration up to a maximum of £15.0 million if certain
performance criteria are achieved. The fair value of this contingent consideration as at the acquisition date and as at
29 January 2022 was determined to be £11.2 million.

Operating from 10 stores and a trading website, Leisure Lakes is considered to be one of the leading omnichannel retailers
of bicycles and bicycle parts, equipment, clothing and accessories, and is a key partner for most of the major brands including
Trek, Cube and Specialized. Included within the fair value of the net identifiable assets on acquisition is an intangible asset
of £2.5 million representing the Leisure Lakes fascia name. The Board believes that the excess of consideration paid over net
assets on acquisition of £25.9 million is best considered as goodwill on acquisition representing future operating synergies.

Included in the 52 week period ended 29 January 2022 is revenue of £4.4 million and a loss before tax of £0.3 million in
respect of Leisure Lakes.

JD Sports Fashion Plc Annual Report and Accounts 2022 167


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

11. Acquisitions (continued)


Current Period – Other Acquisitions
GymNation
On 24 December 2021, the Group’s existing subsidiary JD Sports Gyms Limited (‘JD Gyms’) acquired 100% of GymNation
Limited and its 100% owned subsidiary GymNation LLC (together ‘GymNation’) for cash consideration of $42.2 million and
contingent consideration of $6.1 million. We assessed the substance of the contingent payment taking into account the
management leaver terms of the shareholder agreement and concluded that an element of the contingent payment is a future
payment to employees and the remainder is contingent consideration. Contingent consideration is cash-settled and is linked
to GymNation’s future performance. It is initially measured at fair value and is subsequently remeasured to fair value at each
reporting date until the contingency is settled. The fair value of contingent consideration recognised at 29 January 2022 is
$6.6 million (£4.9 million). The maximum amount of the future payment is £75 million.
GymNation is a chain of seven gyms in the UAE (six in Dubai and one Abu Dhabi). Included within the fair value of the net
identifiable assets on acquisition is an intangible asset of £7.9 million representing the GymNation fascia name. The Board
believes that the excess of consideration paid over net assets on acquisition of £21.8 million is best considered as goodwill
on acquisition representing future operating synergies. Included in the 52 week period ended 29 January 2022 is revenue
of £1.3 million and a profit before tax of £0.2 million in respect of GymNation.
Other Acquisitions
During the period, the Group made one other small acquisitions. This transaction was not material.
Full Year Impact of Acquisitions
Had the acquisitions of the entities listed above been effected at 31 January 2021, the revenue and profit before tax of the
Group for the 52 week period to 29 January 2022 would have been £8.9 billion and £666.1 million respectively.
Acquisition Costs
Acquisition-related costs amounting to £7.9 million have been excluded from the consideration transferred and have been
recognised as an expense in the year, within administrative expenses in the Consolidated Income Statement.
Prior Period Acquisitions
Onepointfive Ventures Limited trading as Livestock
On 10 February 2020, the Group acquired 100% of the issued share capital of Onepointfive Ventures Limited DBA Livestock
(‘Livestock’) through a newly established Canadian holding company (JDSF Holdings (Canada) Inc.) (‘Holdco’). Based in
Vancouver, this business and its management will provide the platform to develop JD Group fascias in Canada.
Consideration comprised £7.0 million in cash, of which £0.6 million was deferred as at the date of acquisition, plus 20% of the
equity in Holdco. The fair value of the 20% equity in Holdco was £1.8 million. The deferred consideration of £0.6 million was
subsequently paid in June 2021.
Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £1.2 million, representing the
‘Livestock’ fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of £8.4 million
is best considered as goodwill on acquisition representing future operating synergies. No measurement adjustments have
been made during the 52 week period ended 29 January 2022 and the period in which measurement adjustments could be
made has now closed on this acquisition. The goodwill calculation is summarised below:

Fair value at
Measurement 10 February
Book value adjustments 2020
£m £m £m
Acquiree’s net assets at acquisition date:
Intangible assets – 1.2 1.2
Property, plant and equipment 0.5 – 0.5
Right-of-use assets 0.5 – 0.5
Inventories 0.5 – 0.5
Cash and cash equivalents (0.8) – (0.8)
Trade and other receivables 0.1 – 0.1
Trade and other payables (0.5) – (0.5)
Deferred tax liability – (0.3) (0.3)
Lease liabilities (0.5) – (0.5)
Income tax liability (0.3) – (0.3)
Net identifiable (liabilities)/assets (0.5) 0.9 0.4
Goodwill on acquisition 8.4
Consideration – satisfied in cash 6.4
Consideration – fair value of shares issued 1.8
Consideration – deferred (paid June 2021) 0.6
Total consideration 8.8

168 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
11. Acquisitions (continued)
Prior Period Acquisitions (continued)
Included in the 52 week period ended 30 January 2021 was revenue of £10.1 million and a profit before tax of £1.4 million in
respect of Livestock.

X4L Gyms Limited


On 22 July 2020, X4L Gyms Limited, a 100% owned subsidiary of JD Gyms Limited, acquired certain assets of Wright Leisure

Governance
Limited trading as Xercise4less following the Group being placed into administration on the same date.

Xercise4less is a UK-based value-gym chain with 50 operational clubs at the date of administration. The Company offered
high-quality, low-cost contract and non-contract memberships to its members from large operational facilities nationwide.

The Board believes that Xercise4less further strengthens the Group’s presence in the growing UK fitness market with the
acquisition providing immediate reach to a wider membership base as well as facilitating the Group’s presence as a key player
in the market. Xercise4less is a well-established business with a wealth of knowledge in the UK fitness market which the Board
believes will be complementary to JD Gyms. The Board also believes that there will be significant operational and strategic
benefits from a combination of the two businesses.

The Board believes the excess of cash consideration paid over the net identifiable assets on acquisition of £14.2 million is
best considered as goodwill representing future operating synergies.

No measurement adjustments have been made during the 52 week period ended 29 January 2022 and the period in which

Financial Statements
measurement adjustments could be made has now closed on this acquisition. The goodwill calculation is summarised below:

Measurement Fair value at


Book value adjustments 22 July 2020
£m £m £m

Acquiree’s net assets at acquisition date:


Intangible assets 16.3 (16.1) 0.2
Property, plant and equipment 7.8 4.4 12.2
Trade and other receivables 0.1 (0.1) –
Trade and other payables – (1.5) (1.5)
Deferred tax liability – (0.9) (0.9)
Net identifiable assets/(liabilities) 24.2 (14.2) 10.0

Group Information
Goodwill on acquisition – – 14.2
Consideration – satisfied in cash 24.2

Included in the 52 week period ended 30 January 2021 was revenue of £8.1 million and a loss before tax of £3.3 million
in respect of X4L Gyms Limited.

Of the initial 50 X4L Gyms Limited sites initially acquired, 11 have been subsequently handed back to the landlord, 28 have
been re-branded as JD Gyms and 11 continue to operate as X4L Gyms Limited as we continue to review the long-term viability
of these sites.

Shoe Palace Corporation and Nice Kicks LLC


On 14 December 2020, JD Sports Fashion Plc’s wholly owned intermediate holding company in the US, Genesis Holdings,
acquired 100% of the issued shares in Shoe Palace Corporation and the members’ interests in Nice Kicks LLC (together
‘Shoe Palace’). Shoe Palace has an established retail presence in California, Texas, Nevada, Arizona, Florida, Colorado, New
Mexico and Hawaii with 163 stores trading under the Shoe Palace fascia and four stores trading as Nice Kicks at acquisition.

Total consideration for the acquisition was £517.6 million, comprising £243.5 million of cash consideration (of which
£73.1 million was deferred as at the date of acquisition) and £274.1 million, being the initial fair value of this equity
in the enlarged Group in the US calculated using an EBITDA multiple and approved forecasts. Post acquisition, the
£73.1 million of deferred consideration has been settled.

Additionally, put and call options, to enable future exit opportunities for the minority interest, have also been agreed, which
commence after the end of the financial year to 1 February 2025. A valuation of these put options has been performed using
an EBITDA multiple, a suitable discount rate and approved forecasts, and the initial liability of £261.6 million was recognised
with the corresponding entry to Other Equity in accordance with the present access method of accounting. These options are
required to be fair valued at each accounting period date.

JD Sports Fashion Plc Annual Report and Accounts 2022 169


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

11. Acquisitions (continued)


Prior Period Acquisitions (continued)
Shoe Palace Corporation and Nice Kicks LLC (continued)
Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £105.8 million, representing
the ‘Shoe Palace’ fascia name and an intangible asset of £1.2 million, representing the ‘Nice Kicks’ fascia name. The Board
believes that the excess of consideration paid over net assets on acquisition of £411.0 million is best considered as goodwill
on acquisition representing future operating synergies. Due to the proximity of the date of the acquisition to the financial year
ended 30 January 2021, information was received during the financial year ended 29 January 2022 which resulted in changes
to the measurement adjustments. The changes made were not significant in nature or value, with the final values presented
in the table below. The period in which measurement adjustments could be made has now closed on this acquisition.

Measurement Fair value at


Book value adjustments 14 December 2020
£m £m £m

Acquiree’s net assets at acquisition date:


Intangible assets 0.2 107.0 107.2
Property, plant and equipment 22.7 1.3 24.0
Right-of-use assets 139.8 – 139.8
Other non-current assets 0.6 – 0.6
Inventories 49.7 6.7 56.4
Cash and cash equivalents 3.1 – 3.1
Bank loans and overdrafts (1.7) – (1.7)
Trade and other receivables 10.7 (2.1) 8.6
Trade and other payables – current (64.2) 6.4 (57.8)
Trade and other payables – non-current (9.5) 9.5 –
Deferred tax liability – (33.8) (33.8)
Lease liabilities (139.8) – (139.8)
Net identifiable assets 11.6 95.0 106.6
Goodwill on acquisition 411.0
Consideration – satisfied in cash 170.4
Consideration – fair value of shares issued 274.1
Consideration – deferred 73.1
Total consideration 517.6

Included in the 52 week period ended 30 January 2021 was revenue of £56.1 million and a profit before tax of £13.9 million in
respect of Shoe Palace.

A Number of Names Limited


On 23 December 2020, the Group acquired 100% of the issued share capital of A Number of Names Limited (‘ANON’).
ANON is primarily a wholesale business with the licence to the Billionaire Boys Club (‘BBC’) brand in the UK, Europe, the
Middle East, Africa, Australia, Canada and certain other territories.

The total fair value of consideration recognised at 23 December 2020 was £5.5 million comprising £3.7 million of cash
consideration and £1.8 million of deferred consideration that is contingent upon ANON meeting certain performance
criteria. £1.8 million was deemed to be the fair value of the deferred consideration based on management’s judgement
and best estimates as at 23 December 2020. Due to the proximity of the date of the acquisition to the financial year ended
30 January 2021, information was received during the financial year ended 29 January 2022 which resulted in changes to the
measurement adjustments. The changes made were not significant in nature or value and the period in which measurement
adjustments could be made has now closed on this acquisition.

The Board believes the excess of consideration over the net assets acquired of £2.7 million is best considered as goodwill
on acquisition representing future operating synergies.

Included in the 52 week period ended 30 January 2021 was revenue of £0.2 million and a break even result before tax
in respect of ANON.

170 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
11. Acquisitions (continued)
Other Acquisitions
During the period, the Group made several small acquisitions. These transactions were not material.

Full Year Impact of Acquisitions


Had the acquisitions of the entities listed above been effected at 2 February 2020, the revenue and profit before tax
of the Group for the 52 week period to 30 January 2021 would have been £6.5 billion and £334.9 million respectively.

Governance
Acquisition Costs
Acquisition-related costs amounting to £4.0 million have been excluded from the consideration transferred and have
been recognised as an expense in the prior year, within administrative expenses in the Consolidated Income Statement.

12. Intangible Assets


Acquisitions
The acquisitions of intangible assets in the current year principally relate to the acquisition of DTLR Villa LLC, Marketing
Investment Group S.A., Deporvillage S.L. and Cosmos Sport S.A. The acquisitions in the prior year principally relate to the
acquisition of Onepointfive Ventures Limited, X4L Gyms Limited and Shoe Palace Corporation (including Nice Kicks LLC).
Further details, including the fair value of the assets acquired, are provided in Note 11.

Amortisation
Included within the amortisation charge for the period ended 29 January 2022 is accelerated amortisation of £0.4 million

Financial Statements
(2021: £4.0 million) following a review of the useful economic life of certain items of software development capitalised.

Impairment
The impairment in the current period relates to the goodwill arising on the acquisition of Rascal Clothing Limited and Bernard
Esher Limited. An impairment charge of £2.2 million has been recognised against the goodwill included in the carrying value
of the Rascal Clothing Limited Group CGU of £5.6 million (recoverable amount £2.4 million) and an impairment charge of
£0.2 million against the goodwill included in the carrying value of the Bernard Esher Limited Group CGU of £0.4 million
(recoverable amount £nil).

The impairment in the prior period primarily relates to the impairment of the goodwill and fascia names arising in prior years
on the acquisition of Footasylum (£55.6 million) and Go Outdoors Topco Limited (£33.3 million).

Intangible Assets with Finite Lives


Brand Licences
Brand licences are stated at cost less accumulated amortisation and impairment losses. Amortisation of brand licences is

Group Information
charged to the Consolidated Income Statement within cost of sales over the term to the licence expiry on a straight-line basis.

At each reporting date, the Group reviews the carrying amounts of its brand licences to determine whether there is any
indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Impairment losses
are recognised within administrative expenses in the Consolidated Income Statement.

The recoverable amount of brand licences is determined based on value-in-use calculations. The use of this method requires
the estimation of future cash flows expected to arise from the continuing operation of the relevant asset until the licence
expiry date and the choice of a suitable discount rate in order to calculate the present value.

Customer Relationships
Customer relationships acquired as part of a business combination are stated at fair value as at the acquisition date less
accumulated amortisation and impairment losses. Amortisation of customer relationships is charged to the Consolidated
Income Statement within administrative expenses over the estimated useful life of five years on a straight-line basis. At
each reporting date, the Group reviews the carrying amounts of its customer relationships to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Impairment
losses are recognised within administrative expenses in the Consolidated Income Statement.

Brand Names
Brand names acquired as part of a business combination are stated at fair value as at the acquisition date less accumulated
amortisation and impairment losses. Brand names separately acquired are stated at cost less accumulated amortisation
and impairment losses. The useful economic life of each purchased brand name is considered to be finite and is typically
between five and ten years. In determining the useful economic life of each brand name, the Board considers the market
position of the brands acquired, the nature of the market that the brands operate in, typical product life-cycles of
brands and the useful economic lives of similar assets that are used in comparable ways. Brand names are amortised
on a straight-line basis over their useful economic lives and the amortisation charge is included within administrative
expenses in the Consolidated Income Statement.

JD Sports Fashion Plc Annual Report and Accounts 2022 171


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

12. Intangible Assets (continued)


Intangible Assets with Finite Lives (continued)
Brand Names (continued)
At each reporting date, the Group reviews the carrying amounts of its brand names and licences to determine whether there
is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of brand names is determined based on a ‘royalty relief’ method of valuation. The recoverable amount of
brand names is based on an estimation of future sales and the choice of a suitable royalty and discount rate in order to calculate
the present value, when this method is deemed the most appropriate. The use of this method requires the estimation of future cash
flows expected to arise from the continuing operation of the asset and the choice of a suitable discount rate in order to calculate
the present value. Impairment losses are recognised within administrative expenses in the Consolidated Income Statement.

Software Development
Software developments costs (including website development costs) are capitalised as intangible assets if the technical
and commercial feasibility of the project has been demonstrated, the future economic benefits are probable, the Group
has an intention and ability to complete and use or sell the software and the costs can be measured reliably. Costs that
do not meet these criteria are expensed as incurred. Software development costs are stated at historic cost, less
accumulated amortisation. Capitalised software costs are related to software under the control of the Group.

Software development costs are all amortised over a period of two to seven years on a straight-line basis and the amortisation
charge is included within administrative expenses in the Consolidated Income Statement. Software development includes £nil
(2021: £nil) of internally generated software development.

Fascia Name
Separately identifiable fascia names acquired are stated at fair value as at the acquisition date less accumulated amortisation
and impairment losses. The initial fair value is determined by using a ‘royalty relief’ method of valuation. This is based on an
estimation of future sales and the choice of a suitable royalty and discount rate in order to calculate the present value, when
this method is deemed the most appropriate. This method involves calculating a net present value for each fascia name by
discounting the projected future royalties expected using a finite useful economic life for each fascia. The future royalties
are estimated by applying a suitable royalty rate to the sales forecast.

Store and online fascia names are considered to have a finite useful economic life. The estimated useful economic lives are as follows:

– Online fascia names 3 to 10 years


– Store fascia names 10 years

The factors that are considered when determining the useful life of each fascia name are as follows:

– The strength of the respective fascia names in the relevant sector and geographic region where the fascia is located.
– The history of the fascia names and that of similar assets in the relevant retail sectors.
– The commitment of the Group to continue to operate these stores separately for the foreseeable future, including the
ongoing investment in new stores and refurbishments.
– The impact of increased competition in the marketplace as a result of reduced barriers to entry and its impact on the
useful life of online fascia names.

The remaining useful economic lives of fascia names as at 29 January 2022 range over a period of 4 to 10 years.

Fascia names are all amortised over the useful economic life on a straight-line basis and the amortisation charge is
included within administrative expenses in the Consolidated Income Statement.

At each reporting date, the Group reviews the carrying amounts of its fascia names to determine whether there is any
indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable
amount of these assets is determined based on value-in-use calculations. The use of this method requires the estimation of
future cash flows expected to arise from the continuing operation of the Group CGU and the choice of a suitable discount
rate in order to calculate the present value. Impairment losses are recognised in the Consolidated Income Statement.

Intangible Assets with Indefinite Lives


Goodwill
Goodwill represents amounts arising on acquisition of subsidiaries. The Group measures goodwill at the acquisition date as:

– the fair value of the consideration transferred; plus


– the recognised amount of any non-controlling interests in the acquiree; plus
– if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
– the net recognised amount of the identifiable assets acquired and liabilities assumed.

When the excess is negative, the negative goodwill is recognised immediately in the Consolidated Income Statement.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit/loss on disposal.

172 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
12. Intangible Assets (continued)
Intangible Assets with Indefinite Lives (continued)
Goodwill (continued)
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to Group CGUs and is tested annually
for impairment and whenever there is an indication that the goodwill may be impaired. The Group CGUs are either the store
portfolios or individual businesses acquired and the recoverable amount is determined based on value-in-use calculations.

Governance
The recoverable amount is compared with the carrying amount of the Group CGU including goodwill.

Customer Software
Goodwill Brand licences Brand names Fascia names relationships development Total
£m £m £m £m £m £m £m

Cost or valuation
At 1 February 2020 299.8 11.8 25.9 214.0 – 77.5 629.0
Additions – 3.8 – – – 19.1 22.9
Acquisitions 434.8 – – 108.9 – 0.2 543.9
Reclassifications – – – – – 1.8 1.8
Disposals – – – – – (0.7) (0.7)
Exchange differences (36.1) – – 5.2 – 2.2 (28.7)

Financial Statements
At 30 January 2021 698.5 15.6 25.9 328.1 – 100.1 1,168.2
Additions – 5.2 – – – 14.9 20.1
Acquisitions 490.0 1.3 – 212.5 12.6 9.0 725.4
Reclassifications – – – – – 0.7 0.7
Disposals – – – – – (3.6) (3.6)
Transfer to assets held-for-sale
(Note 32) – – (3.0) – – (7.5) (10.5)
Exchange differences (2.6) – – (15.6) (0.9) 0.1 (19.0)
At 29 January 2022 1,185.9 22.1 22.9 525.0 11.7 113.7 1,881.3
Amortisation
and impairment

Group Information
At 1 February 2020 90.4 11.1 13.3 55.0 – 45.5 215.3
Charge for the period – 2.2 1.7 16.2 – 20.9 41.0
Impairments 29.8 – – 59.7 – 0.1 89.6
Reclassifications – – – – – 0.9 0.9
Disposals – – – – – (0.4) (0.4)
Exchange differences – – – 1.0 – 1.1 2.1
At 30 January 2021 120.2 13.3 15.0 131.9 – 68.1 348.5
Charge for the period – 1.1 1.8 39.5 1.5 19.5 63.4
Impairments 2.4 – 0.1 – – 2.8 5.3
Reclassifications – – – – – (1.1) (1.1)
Disposals – – – – – (2.6) (2.6)
Transfer to assets held-for-sale
(Note 32) – – (0.8) – – (5.0) (5.8)
At 29 January 2022 122.6 14.4 16.1 171.4 1.5 81.7 407.7
Net book value
At 29 January 2022 1,063.3 7.7 6.8 353.6 10.2 32.0 1,473.6
At 30 January 2021 578.3 2.3 10.9 196.2 – 32.0 819.7
At 1 February 2020 209.4 0.7 12.6 159.0 – 32.0 413.7

JD Sports Fashion Plc Annual Report and Accounts 2022 173


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

12. Intangible Assets (continued)


Intangible Assets with Indefinite Lives (continued)
Goodwill (continued)
The carrying amount of goodwill and fascia name by Group CGU, along with the key assumptions used in the value-in-use
calculation, is as follows:

Basic financial information


Total Total
Goodwill Fascia name intangible Goodwill Fascia name intangible
2022 2022 2022 2021 2021 2021
Segment £m £m £m £m £m £m

Bodytone Sports 8.1 4.3 12.4 – – –


Fashion
Cosmos Sports 36.6 12.0 48.6 – – –
Fashion
Deporvillage Sports 65.2 34.0 99.2 – – –
Fashion
DTLR Sports 205.5 89.2 294.7 – – –
Fashion
Finish Line Sports 99.6 45.5 145.1 97.2 51.3 148.5
Fashion
First Sport store portfolio Sports 15.0 – 15.0 15.0 – 15.0
Fashion
Go Outdoors Outdoor – 14.3 14.3 – 16.1 16.1
GymNation Sports 20.4 7.2 27.6 – – –
Fashion
Hairburst Sports 18.1 6.4 24.5 – – –
Fashion
JD Gyms Sports 14.1 – 14.1 14.1 – 14.1
Fashion
Leisure Lakes Outdoor 25.9 2.4 28.3 – – –
MIG Sports 37.5 25.7 63.2 – – –
Fashion
Missy Empire Sports 9.6 0.7 10.3 – – –
Fashion
Shoe Palace Sports 398.3 92.1 490.4 386.3 101.1 487.4
Fashion
Sport Zone Sports 16.1 5.9 22.0 17.2 7.3 24.5
Fashion
WatchShop Sports 10.6 2.2 12.8 – – –
Fashion
Wheelbase Outdoor 18.7 1.4 20.1 – – –

Other Sports 64.0 10.3 74.3 48.5 20.4 68.9


Fashion &
Outdoor
1,063.3 353.6 1,416.9 578.3 196.2 774.5

The total intangible assets include a decrease of £55.1 million (Shoe Palace £17.5 million, Deporvillage £8.1 million, MIG
£6.8 million, DTLR £6.6 million, Finish Line £5.6 million, Cosmos £3.6 million, Other £6.9 million) in relation to exchange
rate fluctuations (2021: £36.1 million).

174 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
12. Intangible Assets (continued)
Intangible Assets with Indefinite Lives (continued)
Goodwill (continued)
Impairment model assumptions used
Short- Short- Long- Long-
term term term term Pre-Tax Pre-Tax

Governance
growth growth growth growth Discount Discount
rate (1) rate (1) rate (2) rate (2) rate (3) rate (3)
Segment 2022 2021 2022 2021 Margin rate 2022 2021

Bodytone(4) Sports – – – – – – –
Fashion
Cosmos(4) Sports – – – – – – –
Fashion
Deporvillage(4) Sports – – – – – – –
Fashion
DTLR(4) Sports – – – – – – –
Fashion
Finish Line Sports 1.4% 2.0% 1.0% 1.0% Gross margins are assumed to be broadly consistent 14.2% 13.7%

Financial Statements
Fashion with recent historic and approved budget levels
First Sport Sports 1.0% 1.0% 1.0% 1.0% Gross margins are assumed to be broadly consistent 9.0% 8.5%
store portfolio Fashion with recent historic and approved budget levels
Go Outdoors Outdoor 4.1% 2.0% 2.0% 2.0% Gross margins are assumed to be broadly consistent 20.4% 16.0%
with recent historic and approved budget levels
GymNation(4) Sports – – – – – – –
Fashion
Hairburst(4) Sports – – – – – – –
Fashion
JD Gyms Sports 3.0% 3.0% 3.0% 1.0% Gross margins are assumed to be broadly consistent 10.2% 9.7%
Fashion with recent historic and approved budget levels
Leisure Outdoor – – – – – – –

Group Information
Lakes(4)
MIG(4) Sports – – – – – – –
Fashion
Missy Sports – – – – – – –
Empire(4) Fashion
Shoe Palace Sports 4.0% 4.0% 3.0% 1.5% Gross margins are assumed to be broadly consistent 15.1% 15.6%
Fashion with recent historic and approved budget levels
Sport Zone Sports 4.8% 2.0% 2.0% 2.0% Gross margins are assumed to be broadly consistent 12.5% 12.3%
Fashion with recent historic and approved budget levels
WatchShop(4) Sports – – – – – – –
Fashion
Wheelbase(4) Outdoor – – – – – – –
Other Sports 1.0% 1.0% 1.0% 1.0% A range of gross margin assumptions, from 8.9% 7.0%
Fashion & –3.0% –3.0% –3.0% –3.0% broadly consistent with approved budget levels –18.1% –13.1%
Outdoor to improvements of up to 2% in the short term to
reflect implementation of enhanced Group terms and
focused strategy regarding stock and merchandising
(1) The short-term revenue growth rate is the Board approved average annual growth rate for the four year period following the January 2023
financial year currently underway.
(2) The long-term revenue growth rate is the rate used thereafter, which is an estimate of the growth based on past experience within the Group
taking account of economic growth forecast for the relevant industries.
(3) The discount rate applied is a pre-tax measure based on the historical industry average weighted average cost of capital, with a possible
debt leverage of 15% at a market interest rate of 5%. The discount rate applied reflects any specific risk premiums relevant to the Group CGU.
The impact of the right-of-use asset funding under IFRS 16 has been taken into consideration and factored into the calculation of the discount
rate. These discount rates are considered to be equivalent to the rates a market participant would use.
(4) No impairment models have been completed for these assets given they were newly acquired during the financial year and there were no
indicators of impairment noted at the year-end.

JD Sports Fashion Plc Annual Report and Accounts 2022 175


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

12. Intangible Assets (continued)


Intangible Assets with Indefinite Lives (continued)
Goodwill (continued)
The cash flow projections used in the value-in-use calculations are all based on actual operating results, together with
financial forecasts and strategy plans approved by the Board covering a five year period. These forecasts and plans are
based on both past performance and expectations for future market development.

Sensitivity Analysis
A sensitivity analysis has been performed on the base case assumptions used for assessing the goodwill and other intangibles.

The Board has considered the possibility of each business achieving less revenue and gross profit % than forecast. Whilst any
reduction in revenue would be partially offset by a reduction in revenue-related costs, the Board would also take actions to
mitigate the loss of gross profit by reducing other costs. With regard to the assessment of value-in-use of all Group CGUs,
with the exception of Go Outdoors and Shoe Palace (see separate disclosure below), the Board believes that there are no
reasonably possible changes in any of the key assumptions which would cause the carrying value of the unit to exceed its
recoverable amount and the amount of headroom would cover large negative growth rates.

The table below shows the amount of headroom for each Group CGU, as well as the current assumption used and the revised
assumption which would be required to eliminate the headroom.

Short-term growth rate Long-term growth rate Pre-tax discount rate


Headroom
Company £m % Used Revised % % Used Revised % % Used Revised %

First Sport store portfolio 235.0 1.0 -17.1 1.0 more than 9.0 104.2
-1,000
Finish Line 1,050.9 1.4 -5.0 1.0 more than 14.2 58.9
-1,000
Go Outdoors 13.9 4.1 2.9 2.0 -18.2 20.4 24.9
JD Gyms 23.8 3.0 -44.5 3.0 -32.3 10.2 58.2
Shoe Palace 39.9 4.0 1.6 3.0 2.1 15.1 16.0
Sport Zone 247.3 4.8 -29.1 2.0 -146.1 12.5 38.1

Go Outdoors
As shown in the table above, marginal changes to the assumptions could eliminate the headroom and cause the carrying
value of the Group CGU to exceed its recoverable amount. The following further sensitivities were performed:

– If the pre-tax discount rate increased by 1% with all other assumptions remaining unchanged, this would not result in an
impairment but would reduce the headroom to £10.1 million (representing 13.1% of the carrying value of the Group CGU).
– Reducing the long-term growth rate by 1% with all other assumptions remaining unchanged would not result in an
impairment but would reduce the headroom to £1.1 million (representing 1.4% of the carrying value of the Group CGU).
– Reducing the forecast gross profit margin rate by 1% with all other assumptions remaining unchanged would not result in
an impairment but would reduce the headroom to £4.7 million (representing 6.1% of the carrying value of the Group CGU).

+/-1% was considered a reasonably possible change in the key assumptions listed above. Given the sensitivity analysis
indicates that reasonable changes in the assumptions could result in a reduction to marginal headroom in the impairment
model, it was not considered appropriate to reverse the impairments recognised in respect of Go Outdoors in previous years.

Shoe Palace
As shown in the table above, marginal changes to the assumptions could eliminate the headroom and cause the carrying
value of the Group CGU to exceed its recoverable amount. The following further sensitivities were performed:

– If the pre-tax discount rate increased by 1% with all other assumptions remaining unchanged, this would result in an
impairment of £19.2 million (representing 3.5% of the carrying value of the Group CGU).
– Reducing the short-term and long-term growth rate by 1% with all other assumptions remaining unchanged would result
in an impairment of £18.1 million (representing 3.3% of the carrying value of the Group CGU).
– Reducing the forecast gross profit margin rate by 1% with all other assumptions remaining unchanged would not result in
an impairment but would reduce the headroom to £8.1 million (representing 1.5% of the carrying value of the Group CGU).

176 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
12. Intangible Assets (continued)
Intangible Assets with Indefinite Lives (continued)
Shoe Palace (continued)
+/-1% was considered a reasonably possible change in the key assumptions listed above. Whilst the potential impairments as
a result of the sensitivity analysis are material in value, they are not significant as a % of the £546.7 million carrying value of
the Shoe Palace Group CGU. Whilst the model is sensitive to the assumptions used, there are no indicators of impairment in

Governance
relation to the Shoe Palace intangibles since acquisition in December 2021 and Shoe Palace (along with our other businesses
in the US) has performed well against expectations over the last financial year. We will, however, keep this under close review
during 2022/23.

13. Property, Plant and Equipment


Owned Assets
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts
of an item of property, plant and equipment have different useful economic lives, they are accounted for as separate items.

Depreciation
Depreciation is charged to the Consolidated Income Statement over the estimated useful life of each part of an item of
property, plant and equipment. The estimated useful economic lives are as follows:

– Freehold land – not depreciated

Financial Statements
– Warehouse – 15–25 years on a straight-line basis

– Long leasehold and freehold properties – 2% per annum on a straight-line basis

– Improvements to short leasehold properties – life of lease on a straight-line basis

– Computer equipment – 3–4 years on a straight-line basis

– Fixtures and fittings – 5–7 years, or length of lease if shorter, on a straight-line basis

– Motor vehicles – 25% per annum on a reducing balance basis

Impairment of Property, Plant and Equipment and Non-current Other Assets


Property, plant and equipment and non-current other assets are reviewed for impairment if events or changes in circumstances
indicate that the carrying amount of an asset or a cash-generating unit is not recoverable. A cash-generating unit in these

Group Information
circumstances is an individual store (‘Store CGU’). The recoverable amount is the greater of the fair value less costs to sell
and value-in-use. Impairment losses recognised in prior periods are assessed at each reporting period date for any indications
that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount
does not exceed the carrying amount that would be held (net of depreciation) if no impairment had been realised.

The discount rate applied in the value-in-use calculations is a pre-tax measure based on the historical industry average
weighted average cost of capital, with a possible debt leverage of 15% at a market interest rate of 5%. The discount rate
applied reflects any specific risk premiums relevant to the Store CGU. These discount rates are considered to be equivalent
to the rates a market participant would use.

Impairment charges of £7.3 million (2021: £10.1 million) relate to all classes of property, plant and equipment in Store
CGUs which are loss making and where it is considered that the position cannot be recovered as a result of a continuing
deterioration in the performance of the particular store. The loss is based on the specific revenue streams and costs
attributable to the Store CGU. Assets in impaired Store CGUs are written down to their recoverable amount which is
calculated as the greater of the fair value less costs to sell and value-in-use.

Included within the depreciation charge for the period ended 29 January 2022 is accelerated depreciation of £9.7 million
(2021: £16.5 million) following a review of the useful economic life of certain items of property, plant and equipment and
assets capitalised.

JD Sports Fashion Plc Annual Report and Accounts 2022 177


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

13. Property, Plant and Equipment (continued)


Freehold
land, long Improvements
leasehold to short
and freehold leasehold Assets under Fixtures Computer Motor
properties properties construction and fittings equipment vehicles Total
£m £m £m £m £m £m £m

Cost
At 1 February 2020 54.5 120.4 11.2 711.6 89.5 1.3 988.5
Additions 4.1 16.6 0.2 68.9 14.6 0.8 105.2
Disposals – (1.7) – (7.4) (1.2) (0.1) (10.4)
Reclassifications – (22.7) (7.5) (23.6) (14.5) (0.8) (69.1)
Acquisitions 0.4 26.6 0.7 10.2 1.5 0.2 39.6
Exchange differences 1.2 3.8 0.6 3.1 1.2 0.1 10.0
At 30 January 2021 60.2 143.0 5.2 762.8 91.1 1.5 1,063.8
Additions 9.8 43.0 19.8 132.0 21.6 1.1 227.3
Disposals (0.4) (5.8) – (20.5) (2.5) (0.3) (29.5)
Reclassifications 0.8 3.4 (10.7) 37.8 1.4 1.0 33.7
Acquisitions 0.1 45.6 4.0 34.7 3.0 1.3 88.7
Exchange differences – 0.1 – (10.6) 0.4 – (10.1)
Transfer to assets held-for-sale (Note 32) – (0.3) (1.9) (30.6) (5.6) (0.7) (39.1)
At 29 January 2022 70.5 229.0 16.4 905.6 109.4 3.9 1,334.8
Depreciation and impairment
At 1 February 2020 4.6 42.8 – 311.9 62.4 0.8 422.5
Charge for the period 5.1 18.8 – 98.4 13.8 0.7 136.8
Disposals – (1.0) – (4.6) (1.2) (0.1) (6.9)
Reclassifications 0.1 (24.7) – (25.9) (15.7) (0.4) (66.6)
Impairments – 7.0 – 2.9 0.2 – 10.1
Exchange differences 0.1 1.1 – 2.1 0.6 – 3.9
At 30 January 2021 9.9 44.0 – 384.8 60.1 1.0 499.8
Charge for the period 1.7 34.6 – 105.4 15.7 0.8 158.2
Disposals – (4.5) – (16.9) (2.4) (0.2) (24.0)
Reclassifications 1.2 (4.6) – 18.9 1.3 0.1 16.9
Impairments 0.3 0.3 – 6.1 0.6 – 7.3
Exchange differences – 0.1 – 1.7 0.2 – 2.0
Transfer to assets held-for-sale (Note 32) – (0.2) – (10.9) (2.5) (0.3) (13.9)
At 29 January 2022 13.1 69.7 – 489.1 73.0 1.4 646.3
Net book value
At 29 January 2022 57.4 159.3 16.4 416.5 36.4 2.5 688.5
At 30 January 2021 50.3 99.0 5.2 378.0 31.0 0.5 564.0
At 1 February 2020 49.9 77.6 11.2 399.7 27.1 0.5 566.0

178 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
14. Leases
The Group adopted IFRS 16 ‘Leases’ from 3 February 2019. IFRS 16 introduced a single, on-Balance Sheet accounting
model for lessees. As a result, the Group, as a lessee, recognised right-of-use assets representing its rights to use the
underlying assets and lease liabilities representing its obligation to make lease payments. The Group applied IFRS 16
using the modified retrospective approach, under which any cumulative effect of initial application was recognised in
retained earnings at 3 February 2019.

Governance
Accounting Policy
The Group leases assets which consist of properties, vehicles and equipment. The most significant leases in size for the
Group are its retail stores, offices and warehouses. Some leases include an option to renew the lease for an additional
number of years after the end of the non-cancellable period. Some leases provide for additional rent payments that are
based on changes in local price indices.

The Group assesses whether a contract is or contains a lease. Under IFRS 16, a contract is, or contains, a lease if the contract
conveys a right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether
a contract conveys the right to control the use of an identified asset, the Group assesses whether the following criteria apply:

– The contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically
distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive
substitution right, then the asset is not identified.
– The Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period

Financial Statements
of use.
– The Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that
are most relevant to changing how and for what purpose the asset is used. In rare cases, the decision about how and for
what purpose the asset is used is predetermined; the Group has the right to direct the use of the asset if either:
– the Group has the right to operate the asset; or
– the Group designed the asset in a way that predetermines how and for what purpose it will be used.

This policy is applied to contracts entered into, or changed, on or after 3 February 2019.

At inception, or on reassessment of a contract that contains a lease component, the Group allocates the consideration in
the contract to each lease component on the basis of its relative stand-alone price. However, for the leases of land and
buildings in which it is a lessee, the Group has elected not to separate non-lease components and accounts for the lease
and non-lease components as a single lease component.

On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which

Group Information
transactions are leases. It applied IFRS 16 only to contracts that were previously identified as leases. Therefore, the
definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after 3 February 2019.

As a Lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. Lease liabilities are measured
at the present value of the remaining lease payments, discounted at the Group’s incremental borrowing rate for the relevant
subsidiary in which the lease represents a contractual commitment. Right-of-use assets are measured at an amount equal to
the lease liability, adjusted by the amount of any prepaid or accrued lease payments plus any initial direct costs incurred less
any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier
of the end of the useful life of the right-of-use asset or the end of the lease term. A right-of-use asset’s useful economic life is
determined on the same basis as for land and buildings recognised in property, plant and equipment. In addition, the right-of-
use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted at the rate implicit in the lease. If the rate implicit in the lease is not readily available, then payments are discounted
using the Group’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise the following:

– fixed payments, including in-substance fixed payments;


– variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date; and
– lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option and
penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

JD Sports Fashion Plc Annual Report and Accounts 2022 179


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

14. Leases (continued)


Accounting Policy (continued)
As a Lessee (continued)
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in index or rate, a change in the estimate of the amount expected
to be payable under a residual value guarantee, or as appropriate in the assessment of whether a purchase or extension
option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

Where revised lease terms involve a change in the scope of a lease, or the consideration for a lease, that was not part of
the original terms and conditions of the lease, then these changes are accounted for as a lease modification. Any revised
consideration and/or revised lease length are taken into account in a remeasurement calculation that includes a revised
discount rate at the effective date of the modification of terms. The revised discount rate is determined as the lessee’s
incremental borrowing rate at the effective date of the modification.

The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include
renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term,
which significantly affects the amount of lease liabilities and right-of-use assets recognised.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-
use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has also applied judgement to determine the lease term for some lease contracts in which it is a lessee that either
have no specified end date, or where the Group continues to occupy the property despite the contractual lease end date
having passed. In determining the lease term, the Group takes into consideration its commercial strategy on a store by store
basis and the future intentions of the Group regarding the duration of continuing occupation of the property.

The Group presents right-of-use assets that do not meet the definition of investment property separately on the face of the
Consolidated Statement of Financial Position. The Group presents lease liabilities separately within the statement of financial
position.

Short-term Leases and Leases of Low-value Assets


The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of
12 months or less and leases of low-value assets, including IT equipment. The Group recognises the lease payments associated
with these leases as an expense on a straight-line basis over the lease term.

As a Lessor
The Group sub-leases a small number of properties. When the Group acts as a lessor, it determines at lease inception whether
each lease is a finance lease or an operating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks
and rewards incidental to ownership of the underlying asset. If this is the case, the lease is a finance lease; if not, then it is
an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the
major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately.
It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not
with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption
described above, then it classifies the sub-lease as an operating lease.

The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term
as part of ‘other income’.

When the Group is an intermediate lessor, the sub-leases are classified with reference to the right-of-use asset arising from
the head lease, not with reference to the underlying asset.

The Group as a Lessee


The Group leases many assets, including land and buildings, vehicles, machinery and IT equipment. Information about leases
for which the Group is a lessee is presented below.

The carrying amount of the right-of-use asset is as follows:

2022 2021
£m £m

Right-of-use assets 2,032.6 1,752.4

180 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
14. Leases (continued)
Right-of-use assets
Property Vehicles Total
£m £m £m

Cost
At 1 February 2020 2,158.9 6.3 2,165.2

Governance
Additions 211.6 3.3 214.9
Additions – on acquisition 143.2 – 143.2
Disposals (203.8) (0.2) (204.0)
Remeasurement adjustments 8.2 6.2 14.4
Foreign exchange retranslation 22.3 0.1 22.4
At 30 January 2021 2,340.4 15.7 2,356.1
Additions 520.2 1.8 522.0
Additions – on acquisition 271.6 0.1 271.7
Transfer to assets held-for-sale (Note 32) (125.0) (1.5) (126.5)
Disposals (42.8) (6.0) (48.8)

Financial Statements
Remeasurement adjustments 2.0 16.1 18.1
Reclassifications (1.7) (16.0) (17.7)
Foreign exchange retranslation (55.1) – (55.1)
At 29 January 2022 2,909.6 10.2 2,919.8
Depreciation and impairment
At 1 February 2020 309.2 1.9 311.1
Depreciation charge for the period 317.2 4.2 321.4
Depreciation on disposals (32.2) – (32.2)
Impairment of right-of-use assets 3.4 – 3.4
At 30 January 2021 597.6 6.1 603.7

Group Information
Depreciation charge for the period 355.5 2.7 358.2
Transfer to assets held-for-sale (Note 32) (47.2) (0.8) (48.0)
Depreciation on disposals (14.3) (1.3) (15.6)
Impairment of right-of-use assets 3.1 – 3.1
Foreign exchange retranslation (14.2) – (14.2)
At 29 January 2022 880.5 6.7 887.2
Net book value
At 29 January 2022 2,029.1 3.5 2,032.6
At 30 January 2021 1,742.8 9.6 1,752.4
At 1 February 2020 1,849.7 4.4 1,854.1

Lease modifications have been accounted for by remeasuring the right-of-use asset and corresponding lease liability for
any change in lease length and total consideration, recalculating using a revised discount rate of the lessee’s incremental
borrowing rate at the effective date of the modification. Other remeasurement adjustments to the right-of-use asset
predominantly relate to deferred income and rolling leases. Valuation of the Group’s rolling leases as at 29 January 2022
is £37.1 million (2021: £31.4 million).

Impairment of Right-of-use Assets


For impairment testing purposes, the Group has determined that each store is a separate Store CGU. Each Store CGU is
tested for impairment at the balance sheet date if any indicators of impairment have been identified.

Right-of-use assets have been tested for impairment by comparing the carrying amount of each Store CGU with its
recoverable amount determined from value-in-use calculations.

JD Sports Fashion Plc Annual Report and Accounts 2022 181


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

14. Leases (continued)


Right-of-use assets (continued)
Impairment of Right-of-use Assets (continued)
The value-in-use of each Store CGU has been calculated using discounted cash flows derived from the Group’s latest Board
approved budget, taking into account the projected impact of future sales growth, and reflects historic performance and
knowledge of the current market, together with the Group’s views on the future achievable growth. Cash flows beyond the
budget period are extrapolated using growth rates appropriate to each store’s location. Cash flows have been included for
the remaining lease life for the specific store.

The key assumptions on which the forecast cash flows of the Store CGUs are based include revenue and the pre-tax discount
rate. Other assumptions in the model relate to gross margin, cost inflation and longer-term growth rates.

The pre-tax discount rates are derived from the Group’s weighted average cost of capital, which has been calculated using the
capital asset pricing model, the inputs of which include the risk-free rate, equity risk premium, Group size premium and a risk
adjustment (beta).

Where the value-in-use was less than the carrying value of the Store CGU, an impairment of property, plant and equipment
and right-of-use assets was recorded. The Group has recognised an impairment charge of £3.1m to right-of-use assets as a
result of impairment testing.

Lease Liabilities
The Group presents lease liabilities separately within the Statement of Financial Position. The carrying amount of the lease
liability as at 29 January 2022 is below, along with a maturity analysis of contractual undiscounted cash flows to which the
Group is committed. As at 29 January 2022, the weighted average discount rate applied to the lease portfolio of the Group
is 2.8% (2021: 3.1%).
2022 2021
£m £m

Maturity analysis – contractual undiscounted cash flows


Within one year 409.6 355.3
Later than one year and not later than two years 385.4 326.9
Later than two years and not later than three years 332.4 303.5
Later than three years and not later than four years 284.3 257.3
Later than four years and not later than five years 241.1 216.5
After five years 823.7 713.5
Total undiscounted lease liabilities 2,476.5 2,173.0

2022 2021
£m £m

Current 379.0 301.8


Non-current 1,863.9 1,628.0
Lease liabilities included in the Statement of Financial Position 2,242.9 1,929.8

Lease liabilities held at 29 January 2022 are stated after reclassifying £82.0 million of lease liabilities to liabilities held-for-sale
– see Note 32.

Amounts recognised in the Statement of Cash Flows and their categorisation are below:

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Repayments of principal portion of lease liability (Cash flows from financing activities) 350.1 285.2
Interest on lease liabilities (Cash flows from operating activities) 59.5 54.9
Expenses relating to short-term leases and low-value leases (Net operating costs) 9.5 3.9
Variable lease payments (Net operating costs) 86.6 37.9
Total cash outflow for leases 505.7 381.9

182 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
14. Leases (continued)
Amounts recognised in profit or loss:

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Governance
Interest on lease liabilities 59.5 54.9
Variable lease payments not included in the measurement of lease liabilities 86.6 37.9
Income from sub-leasing right-of-use assets 0.5 0.8
Expenses relating to short-term leases and low-value leases 9.5 3.9

Property Leases
The Group leases buildings for its office space, retail stores and warehouses. These leases typically run for a period of 10
years. Some leases include an option to renew the lease for an additional number of years after the end of the non-cancellable
period. Some require the Group to make payments that relate to the property taxes levied on the lessor and insurance
payments made by the lessor.

Some properties leased by the Group provide for additional rent payments that are based on changes in local price indices
or sales that the Group makes at the leased store in the period. In respect of contracts linked to store sales, initial recognition

Financial Statements
of the lease liability is measured at the present value of the minimum lease payments specified in the contract excluding the
element linked to sales, since the variable element of these payments is not based on an index or rate. Where the variable
element of the payments is based on an index or rate, initial and subsequent measurement of the lease liability includes
these index linked payments.

The Group sub-leases some of its properties under operating leases.

Other Leases
The Group leases vehicles and equipment (including IT equipment) with lease terms of three to five years. Leases of equipment
are of low-value items, therefore the Group has elected not to recognise right-of-use assets and lease liabilities for these leases.

The Group as a Lessor


The Group leases out residential and office properties. The Group has classified these leases as operating leases, because
they do not transfer substantially all the risk and rewards incidental to the ownership of the assets. Lease income from lease
contracts in which the Group acts as a lessor amounted to £0.5 million (2021: £0.8 million).

Group Information
15. Investments in Associates and Joint Ventures
2022 2021
£m £m

Interest in associates 28.2 2.7


Interest in joint venture 28.0 –
56.2 2.7

Accounting Policy
The Group’s interests in equity-accounted investees comprise interests in associates and interests in joint ventures. Associates
are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating
policies. A joint venture is an arrangement in which the Group has joint control over the financial and operating policies.

Interests in associates and joint ventures are accounted for using the equity method and are initially recognised at cost.
Subsequent to initial recognition, the Consolidated Financial Statements include the Group’s share of the profit or loss
and other comprehensive income of equity-accounted investees, until the date on which significant influence or joint
control ceases.

Associates
The Group has an equity interest in a number of associates including a material interest in Applied Nutrition Limited
(‘Applied Nutrition’). On 7 May 2021, the Group acquired a 32% ownership interest in, and has significant influence over,
Applied Nutrition, an online sports nutrition brand.

JD Sports Fashion Plc Annual Report and Accounts 2022 183


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

15. Investments in Associates and Joint Ventures (continued)


Associates (continued)
The following table summarises the financial information of Applied Nutrition and reconciles the summarised financial
information to the carrying amount of the Group’s interest in Applied Nutrition.

2022 2021
£m £m

Non-current assets 0.7 –


Current assets 15.7 –
Current liabilities (6.3) –
Non-current liabilities (0.7) –
Net assets (100%) 9.4 –
Group's share of net assets (32%) 3.0 –
Elimination of unrealised profit on downstream sales – –
Goodwill and other intangibles 21.9 –
Carrying amount of interest in associate 24.9 –
Revenue for the period from acquisition to 29 January 2022 21.7 –
Profit and total comprehensive income from acquisition to 29 January 2022 (100%) 4.3 –
Group's share of total comprehensive income (32%) 1.4 –
Dividends received by the Group 6.0 –

Joint Ventures
The Group has an equity interest in a number of joint ventures, including an interest in Gym King (Holdings) Limited and its
subsidiaries (together ‘Gym King’). On 10 May 2021, the Group acquired a 40% ownership in and has joint control over Gym
King, an athleisure brand and one of the Group’s suppliers. The Group determined there was joint control following a review of
the shareholders’ agreement which requires consent from all shareholders when directing the relevant activities of Gym King.

The following table summarises the financial information of Gym King and reconciles the summarised financial information
to the carrying amount of the Group’s interest in Gym King.

2022 2021
£m £m

Non-current assets 0.2 –


Current assets 13.6 –
Current liabilities (4.6) –
Non-current liabilities – –
Net assets (100%) 9.2 –
Group’s share of net assets (40%) 3.7 –
Elimination of unrealised profit on downstream sales – –
Goodwill and other intangibles 19.5 –
Carrying amount of interest in joint venture 23.2 –
Revenue 21.4 –
Profit and total comprehensive income (100%) 1.2 –
Group's share of total comprehensive income (40%) 0.5 –
Dividends received by the Group – –

The Group also has interests in a number of immaterial associates and joint ventures. The following table analyses, in
aggregate, the carrying amount and share of profit and other comprehensive income of these associates and joint ventures.
2022 2021
£m £m

Carrying amount of interests in these associates and joint ventures 8.1 2.7
Share of profit and other comprehensive income 1.3 –
Dividends received by the Group 0.9 –

184 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
16. Non-current Other Assets
Key Money
Monies paid in certain countries to give access to retail locations are capitalised within non-current assets. Key money
is stated at historic cost less impairment losses. These assets are not depreciated as past experience has shown that the
key money is recoverable on disposal of a retail location and is deemed to have an indefinite useful economic life but
will be impaired if evidence exists that the market value is less than the historic cost. Gains/losses on key money from

Governance
the subsequent disposal of these retail locations are recognised in the Consolidated Income Statement.

Deposits
Money paid in certain countries as deposits to store landlords as protection against non-payment of rent is capitalised within
non-current assets. Deposits are assessed for recoverability on leased stores on a practical basis and a provision for the
impairment of these deposits is established when there is objective evidence that the landlord will not repay the deposit in full.

Key Money Deposits Total


£m £m £m

Cost
At 1 February 2020 23.0 26.5 49.5
Additions 0.4 3.5 3.9
Disposals (0.1) (2.1) (2.2)

Financial Statements
Acquisitions – 0.6 0.6
Reclassifications – 0.2 0.2
Exchange differences 0.2 12.4 12.6
At 30 January 2021 23.5 41.1 64.6
Additions 0.3 5.4 5.7
Disposals (0.2) (6.6) (6.8)
Acquisitions 0.1 2.6 2.7
Reclassifications (0.8) (0.4) (1.2)
Exchange differences – (3.9) (3.9)
At 29 January 2022 22.9 38.2 61.1

Group Information
Depreciation and impairment
At 1 February 2020 1.5 0.1 1.6
Exchange differences (0.2) – (0.2)
At 30 January 2021 1.3 0.1 1.4
Charge for period 0.1 – 0.1
Disposals (0.2) – (0.2)
Reclassifications (0.2) – (0.2)
Impairments 3.0 – 3.0
At 29 January 2022 4.0 0.1 4.1
Net book value
At 29 January 2022 18.9 38.1 57.0
At 30 January 2021 22.2 41.0 63.2
At 1 February 2020 21.5 26.4 47.9

JD Sports Fashion Plc Annual Report and Accounts 2022 185


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

17. Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average principle. Provisions
are made for obsolescence, mark downs and shrinkage. An element of supplier rebates is deferred into inventory and released
on a straight-line basis over the six-month period following the financial year-end as the related inventory is sold.

2022 2021
£m £m

Finished goods and goods for resale 989.4 813.7

The cost of inventories recognised as expenses and included in cost of sales for the 52 weeks ended 29 January 2022 was
£4,355.0 million (2021: £3,205.7 million).

The Group had £91.5 million (2021: £89.0 million) of stock provisions at the end of the period. Cost of inventories includes
a net charge of £16.7 million (2021: £21.7 million) in relation to net provisions recognised against inventories. £23.3 million
of the inventory provision was utilised during the period against the write down of inventory (2021: £16.7 million).
There were no reversals of inventory write downs in either the current or prior period.

Included within inventories is £2.4 million of deferred supplier rebates (2021: £1.6 million).

At the period end, net inventories of £27.0 million (2021: £nil) were transferred to assets held-for-sale. Further information
is provided in Note 32.

18. Trade and Other Receivables


Credit Risk
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default risk
associated with the industry and country in which customers operate.

The trade receivables balances are typically held by the wholesale businesses within the Group. Each subsidiary establishes
a credit policy under which each new customer is analysed individually for creditworthiness before the payment and delivery
terms and conditions are offered. The Group review includes financial statements, credit agency information and industry
information. Each subsidiary limits its credit exposure by setting payment periods and, in certain circumstances, these are
approved by Group management.

Customers are monitored by taking into account their credit characteristics; whether they are a wholesale or retail customer,
their geographic location, industry, trading history with the Group and existence of previous financial difficulties.

Expected Credit Loss Assessment


Each subsidiary within the Group allocates each exposure to a credit risk grade based on the data that is determined to be
predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts
and available press information about customers) and by applying experienced credit judgement.

An allowance matrix is used to measure the expected credit losses (‘ECLs’) of trade receivables from smaller customers, which
comprise a very large number of small balances. Loss rates are based on actual credit loss experience over the past five years,
factoring in other information such as current conditions, age of the customer relationship and the view of the economic
conditions over the expected lives of the receivables.

The Group recognises loss allowances for ECLs on financial assets measured at amortised cost and measures the loss
allowances at an amount equal to the lifetime ECLs for trade receivables.

186 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
18. Trade and Other Receivables (continued)
2022 2021
£m £m

Current assets
Trade receivables 56.6 46.2

Governance
Other receivables 33.7 26.0
Prepayments and accrued income 112.6 69.0
202.9 141.2

A summary of the Group’s exposure to credit risk for trade receivables is as follows:

2022 2021
Gross Provision Net Gross Provision Net
£m £m £m £m £m £m

Not past due 44.0 (0.2) 43.8 21.7 (0.2) 21.5


Past due 0–30 days 6.3 (0.1) 6.2 10.0 – 10.0
Past due 30–60 days 2.5 (0.1) 2.4 7.6 (0.1) 7.5
Past due 60 days + 5.9 (1.7) 4.2 8.2 (1.0) 7.2

Financial Statements
58.7 (2.1) 56.6 47.5 (1.3) 46.2

At 29 January 2022, the exposure to credit risk for trade receivables by geographic region was as follows:

As at As at
29 January 30 January
2022 2021
Total Total
£m £m

UK 22.4 20.8
Europe 24.7 19.6
US 5.5 4.0
Rest of world 6.1 3.1

Group Information
Total 58.7 47.5

At 29 January 2022, the exposure to credit risk for trade receivables by type of counter-party was as follows:

As at As at
29 January 30 January
2022 2021
Total Total
£m £m

Wholesale customers 30.3 22.6


Retail customers 9.3 7.3
End user customers 7.0 8.5
Other 12.1 9.1
Total 58.7 47.5

At 29 January 2022, the carrying amount of the Group’s most significant customer was £5.6 million (2021: £5.0 million).

Included within the £12.1 million ‘Other’ are supplier rebates totalling £3.2 million (2021: £5.4 million).

JD Sports Fashion Plc Annual Report and Accounts 2022 187


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

18. Trade and Other Receivables (continued)


The following table provides information about the exposure to credit risk and expected credit losses for trade receivables as
at 29 January 2022:

Weighted Gross
average loss carrying Loss Credit
rate amount allowance impaired
As at 29 January 2022 £m £m £m £m

Not past due 0.5% 44.0 (0.2) –


Past due 0–30 days 1.6% 6.3 (0.1) –
Past due 30–60 days 4.0% 2.5 (0.1) –
Past due 61–90 days – 2.4 – –
More than 90 days past due 48.6% 3.5 (1.7) –
Total 3.6% 58.7 (2.1) –

Movement on this provision is shown below:

£m

At 1 February 2020 1.3


Created 0.1
Released (0.1)
At 30 January 2021 1.3
Created 1.3
Released (0.5)
At 29 January 2022 2.1

The other classes within trade and other receivables do not contain impaired assets.

19. Cash and Cash Equivalents


Cash and cash equivalents comprise cash balances, uncleared credit card receipts and call deposits with an original maturity
of three months or less. Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the
Consolidated Statement of Cash Flows, as these are used as an integral part of the Group’s cash management.

2022 2021
£m £m

Cash at bank and in hand 1,314.0 964.4

20. Interest-bearing Loans and Borrowings


Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Following the initial
recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in the Consolidated Income Statement over the period of the borrowings on an effective interest basis.

2022 2021
£m £m

Current liabilities
Bank loans and overdrafts 72.6 52.0
Other loans – 68.9
72.6 120.9
Non-current liabilities
Bank loans 55.5 48.1

The following provides information about the contractual terms of the Group’s interest-bearing loans and borrowings.
For more information about the Group’s exposure to interest rate risk, see Note 21.

188 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
20. Interest-bearing Loans and Borrowings (continued)
Bank Facilities
As at 29 January 2022, the Group had a syndicated committed £700 million bank facility expiring on 6 November 2026,
which was recently extended for a period of two years with no changes to existing terms (previous expiry 6 November 2024).
The Group is subject to covenants on Net Worth, Net Debt Leverage and a Fixed Charge Cover. Under this facility, a maximum
of 15 draw downs can be outstanding at any time, with draw downs made for a period of one, two, three or six months, with

Governance
interest currently payable at a rate of SONIA (Sterling Overnight Index Average) plus a margin of 0.9% (2021: LIBOR plus
a margin of 0.9%). The arrangement and underwriting fee payable on the facility is 1.0% and the commitment fee on the
undrawn element of the facility is 35% of the applicable margin rate.

Following the financial crisis, the reform and replacement of benchmark interest rates such as GBP LIBOR and other interbank
offered rates (‘IBORs’) became a priority for global regulators. LIBOR fixings relevant to the Group were no longer representative
after 31 December 2021, which created a requirement for the Group’s contracts which referenced LIBOR to use an alternative
benchmark rate. The Group’s most significant risk exposure affected by these LIBOR changes relates to its syndicated committed
bank facility. The reference rate for borrowings made under this facility was amended to SONIA from 22 December 2021.
As at 29 January 2022, this facility encompassed cross guarantees between the Company, Blacks Outdoor Retail Limited,
Tessuti Limited, Go Outdoors Retail Limited, The Finish Line Inc, The Finish Line USA Inc, Genesis Holdings Inc, Genesis
Topco Inc, Shoe Palace Corporation, Terminus Bidco Inc, DTLR Villa LLC, Genesis Finco Limited, Focus Brands Limited
and Focus International Limited.

At 29 January 2022, £nil was drawn down on this facility (2021: £nil).

Financial Statements
The Group’s second principal bank facility is a syndicated Asset Based Lending Facility in the US, which has a maximum
revolving advance amount of approximately $300 million and expires on 24 September 2026 (2021: $300 million).
At 29 January 2022, $nil was drawn down on this facility (2021: $nil).

Bank Loans and Overdrafts


The bank loans and overdrafts attract interest rates at 0.4%–8.2%. The overdrafts are repayable on demand and the bank
loans are repayable over periods between two and 70 months. Included within bank loans and overdrafts are bank loans of
£94.5 million (2021: £84.4 million) and overdrafts of £33.6 million (2021: £15.7 million). The maturity of the bank loans and
overdrafts is as follows:

2022 2021
£m £m

Within one year 72.6 52.0

Group Information
Between one and five years 53.4 48.1
Due in more than five years 2.1 –
128.1 100.1

Other Loans
Other loans of less than one year which existed in the year ended 30 January 2021 is the deferred consideration payable in
relation to the acquisition of Shoe Palace Corporation (see Note 11). The deferred consideration was repaid during the year
ended 29 January 2022.

The maturity of the other loans is as follows:

2022 2021
£m £m

Less than one year – 68.9

Finance Leases
As at 29 January 2022 and 30 January 2021, the Group’s liabilities under finance leases are included in Leases (see Note 14).

JD Sports Fashion Plc Annual Report and Accounts 2022 189


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

21. Financial Instruments


Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group
becomes a party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual
rights to the cash flows from the financial assets expire or are transferred. Financial liabilities are de-recognised when the
obligation specified in the contract is discharged, is cancelled or expires.

Financial Assets
The Group’s financial assets are non-derivative and derivative financial assets. The non-derivative assets have fixed or
determinable payments that are not quoted in an active market. The Group’s financial assets comprise ‘Trade receivables’
and ‘Cash and cash equivalents’ in the Consolidated Statement of Financial Position.

Cash and cash equivalents comprise short-term cash deposits with major clearing banks earning floating rates of interest
based upon bank base rates or rates linked to SONIA and EURIBOR.

The currency profile of cash and cash equivalents is shown below:

2022 2021
£m £m

Cash and cash equivalents 1,314.0 964.4


Sterling 497.0 378.7
Euros 330.3 306.8
US Dollars 402.5 212.2
Australian Dollars 37.7 30.2
Danish Krone 5.7 7.1
Singapore Dollars 7.5 6.1
Other 33.3 23.3
Total 1,314.0 964.4

The currency profile of trade receivables is shown below:

2022 2021
£m £m

Trade receivables 56.6 46.2


Sterling 22.5 20.6
Euros 19.4 17.7
US Dollars 9.0 5.1
Other 5.7 2.8
Total 56.6 46.2

190 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
21. Financial Instruments (continued)
Financial Liabilities
The Group’s financial liabilities are all categorised as other financial liabilities. Other financial liabilities, with the exception
of foreign exchange forward contracts and put option liabilities, are measured at amortised cost. The Group’s other financial
liabilities comprise ‘Interest-bearing loans and borrowings’ and ‘Trade payables’.

The currency profile of interest-bearing loans and borrowings is shown below:

Governance
2022 2021
£m £m

Interest-bearing loans and borrowings 128.1 169.0


Sterling 5.8 15.9
Euros 100.3 78.5
Polish Zloty 20.2 –
US Dollars – 68.9
Other 1.8 5.7
Total 128.1 169.0

The currency profile of trade payables is shown below:

Financial Statements
2022 2021
£m £m

Trade payables 526.6 514.2


Sterling 206.4 241.6
Euros 136.3 114.5
US Dollars 130.4 142.1
Australian Dollars 14.5 11.9
Polish Zloty 25.6 –
Canadian Dollars 3.3 1.2
Other 10.1 2.9

Group Information
Total 526.6 514.2

Risk Management
The Group’s operations expose it to a variety of financial risks that include the effects of changes in exchange rates, interest
rates, credit risk and its liquidity position. The Group manages these risks through the use of derivative instruments, which are
reviewed on a regular basis. Derivative instruments are not entered into for speculative purposes. There are no concentrations
of risk in the period to 29 January 2022.

Interest Rate Risk


The Group finances its operations by a mixture of retained profits and bank borrowings. The Group’s borrowings are at
floating rates, partially hedged by floating rate interest on deposits, reflecting the seasonality of its cash flow. Interest
rate risk therefore arises from bank borrowings. Interest rate hedging has not been put in place on the current facility.
The Directors continue to be mindful of the potential volatility in base rates, but at present do not consider a long-term
interest rate hedge to be necessary given the inherent short-term nature of both the revolving credit facility and working
capital facility. This position is reviewed regularly, along with the level of facility required.

The Group has potential bank floating rate financial liabilities on the £700 million committed bank facility, together with
overdraft facilities in subsidiary companies (see Note 20). At 29 January 2022, £nil was drawn down from the committed
bank facility (2021: £nil). When draw downs are made, the Group is exposed to cash flow interest risk with interest paid
at a rate of SONIA plus a margin of 0.9% (2021: LIBOR plus a margin of 0.9%).

A change of 1.0% in the average interest rates during the year, applied to the Group’s floating interest rate loans and
borrowings as at the reporting date, would change profit before tax by £0.2 million (2021: £nil) and would change equity
by £0.2 million (2021: £nil). The calculation is based on any floating interest rate loans and borrowings drawn down at
the period end date. Calculations are performed on the same basis as the prior year and assume that all other variables
remain unchanged.

JD Sports Fashion Plc Annual Report and Accounts 2022 191


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

21. Financial Instruments (continued)


Foreign Currency Risk
Foreign Currency Translation
Transactions denominated in foreign currencies are translated into Sterling at the exchange rate prevailing on the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rate of exchange
at the reporting date. Exchange differences in monetary items are recognised in the Consolidated Income Statement.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction.

On consolidation, the assets and liabilities of the Group’s overseas operations are translated into Sterling at the rate
of exchange at the reporting date. Income and expenses are translated at the average exchange rate for the accounting
period. Foreign currency differences are recognised in Other Comprehensive Income and are presented in the foreign
currency translation reserve.

Derivative Financial Instruments


The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from
operational activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments
for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivative financial instruments are recognised initially at fair value and remeasured at each period end. The gain or loss on
remeasurement to fair value is recognised immediately in the Consolidated Income Statement.

Interest rate swaps are recognised at fair value in the Consolidated Statement of Financial Position with movements in fair
value recognised in the Consolidated Income Statement for the period. The fair value of interest rate swaps is the estimated
amount that the Group would receive or pay to terminate the swap at the reporting date, taking into account current interest
rates and the respective risk profiles of the swap counter-parties.

Hedging of Monetary Assets and Liabilities


Where a derivative financial instrument is used to hedge the foreign exchange exposure of a recognised monetary asset or
liability, no hedge accounting is applied and any gain or loss on the hedging instrument is recognised in the Consolidated
Income Statement.

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than Pound
Sterling. The currencies giving rise to this risk are the Euro and US Dollar, with sales made in Euros and purchases made in
both Euros and US Dollars (principal exposure). To protect its foreign currency position, the Group sets a buying rate in each
country for the purchase of goods in US Dollars at the start of the buying season (typically six to nine months before the
product actually starts to appear in the stores) and then enters into a number of local currency/US Dollar contracts whereby
the minimum exchange rate on the purchase of Dollars is guaranteed.

As at 29 January 2022, options have been entered into to protect approximately 76% of the US Dollar trading requirement
for the period to January 2023. The balance of any US Dollar requirement for the period will be satisfied at spot rates.

As at 29 January 2022, the fair value of these instruments was a net asset of £16.3 million (2021: net liability of £20.7 million).
£15.7 million is due within one year and the remaining £0.6 million is due between one and two years (split as £2.5 million
non-current asset and £1.9 million non-current liabilities). A gain of £37.0 million (2021: loss of £31.5 million) has been
recognised in cost of sales within the Consolidated Income Statement for the change in fair value of these instruments.

We have considered the credit risk of the Group’s and counter-party’s credit risk and this is not expected to have a material
effect on the valuation of these options.

A 10.0% strengthening of Sterling relative to the following currencies as at the reporting date would have reduced profit
before tax and equity as follows:

Profit before tax Equity


2022 2021 2022 2021
£m £m £m £m

Euros 2.8 4.5 32.7 23.6


US Dollars 17.9 6.6 126.5 67.5
Australian Dollars 0.7 0.5 2.8 2.1
Other 0.7 0.8 3.2 2.8
22.1 12.4 165.2 96.0

192 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
21. Financial Instruments (continued)
Foreign Currency Risk (continued)
Hedging of Monetary Assets and Liabilities (continued)
A 10.0% weakening of Sterling relative to the following currencies as at the reporting date would have increased profit before
tax and equity as follows:

Profit before tax Equity

Governance
2022 2021 2022 2021
£m £m £m £m

Euros 3.5 5.4 40.0 29.2


US Dollars 21.9 8.1 154.6 82.5
Australian Dollars 0.9 0.7 3.5 2.5
Other 0.8 1.0 3.9 3.4
27.1 15.2 202.0 117.6

Calculations are performed on the same basis as the prior year and the method assumes that all other variables remain unchanged.

Credit Risk
Credit risk arises from the possibility of customers and counter-parties failing to meet their obligations to the Group.

Financial Statements
Investments of cash surpluses, borrowings and derivative instruments are made through major clearing banks, which
must meet minimum credit ratings as required by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Receivable balances are
monitored on an ongoing basis and a provision is made for impairment where amounts are not thought to be recoverable
(see Note 18). At the reporting date there were no significant concentrations of credit risk and receivables which are not
impaired are believed to be recoverable.

The Group considers its maximum exposure to credit risk to be equivalent to total trade and other receivables of £90.3 million
(2021: £72.2 million) and cash and cash equivalents of £1,314.0 million (2021: £964.4 million).

Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Group manages its cash and borrowing requirement to
minimise net interest expense, whilst ensuring that the Group has sufficient liquid resources to meet the operating needs

Group Information
of the business.

The forecast cash and borrowing profile of the Group is monitored on an ongoing basis, to ensure that adequate headroom
remains under committed borrowing facilities. Management aims to ensure there is headroom of at least £200 million in
relation to the £700 million syndicated committed facility and $75 million in relation to the $300 million Asset Based
Lending Facility in the US. The Board reviews 13 week and annual cash flow forecasts each month. See Note 20 for the
overdraft facilities available to the Group. The commitment fee on these facilities is 0.35% (2021: 0.35%).

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and
undiscounted and exclude the impact of netting agreements.

2022 0–3 months 3–12 months 1–2 years 2–5 years > 5 years
£m £m £m £m £m £m

Non-derivative financial instruments


Bank loans and overdrafts 128.1 47.4 25.2 23.5 29.9 2.1
Trade and other payables 1,145.5 860.0 285.5 – – –
Lease liabilities 2,476.5 102.4 307.2 385.4 857.8 823.7
Derivative financial instruments
Put options 1,307.3 – 6.5 88.8 654.0 558.0
Forward contracts 5.0 3.0 – 2.0 – –
5,062.4 1,012.8 624.4 499.7 1,541.7 1,383.8

JD Sports Fashion Plc Annual Report and Accounts 2022 193


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

21. Financial Instruments (continued)


Fair Values
The fair values together with the carrying amounts shown in the Statement of Financial Position as at 29 January 2022 are
as follows:

Carrying
amount Fair value
2022 2022
Note £m £m

Trade and other receivables 18 90.3 90.3


Cash and cash equivalents 19 1,314.0 1,314.0
Interest-bearing loans and borrowings – current 20 (72.6) (72.6)
Interest-bearing loans and borrowings – non-current 20 (55.5) (43.5)
Trade and other payables – current (1,147.1) (1,147.1)
Trade and other payables – non-current (773.5) (773.5)
(644.4) (632.4)
Unrecognised gains 12.0

The comparatives at 30 January 2021 are as follows:

Carrying
amount Fair value
2021 2021
Note £m £m

Trade and other receivables 18 72.2 72.2


Cash and cash equivalents 19 964.4 964.4
Interest-bearing loans and borrowings – current 20 (120.9) (120.9)
Interest-bearing loans and borrowings – non-current 20 (48.1) (41.2)
Trade and other payables – current (976.6) (976.6)
Trade and other payables – non-current (374.4) (374.4)
(483.4) (476.5)
Unrecognised gains 6.9

In the opinion of the Board, the fair value of the Group’s current financial assets and liabilities as at 29 January 2022 and
30 January 2021 are not considered to be materially different to that of the book value. On this basis, the fair value hierarchy
reflects the carrying values. In respect of the Group’s non-current financial assets and liabilities as at 29 January 2022 and
30 January 2021, the fair value has been calculated using a pre-tax discount rate of 8.4% (2021: 8.1%) which reflects the
current market assessments of the time value of money and the specific risks applicable to the liability.

Estimation of Fair Values


For trade and other receivables/payables, the notional amount is deemed to reflect the fair value.

Fair Value Hierarchy


As at 29 January 2022, the Group held the following financial instruments carried at fair value on the Consolidated Statement
of Financial Position:

– Foreign exchange forward contracts – non-hedged


– Put and call option

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments
by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either
directly or indirectly.

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable
market data.

194 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
21. Financial Instruments (continued)
Fair Value Hierarchy (continued)
Carrying
amount Level 1 Level 2 Level 3
At 29 January 2022 £m £m £m £m

Loans and receivables

Governance
Deposits 38.1 – 38.1 –
Cash and cash equivalents 1,314.0 – 1,314.0 –
Financial assets at fair value through profit or loss
Foreign exchange forward contracts – non-hedged 21.3 – 21.3 –
Financial liabilities at fair value through profit or loss
Foreign exchange forward contracts – non-hedged (5.0) – (5.0) –
Other financial liabilities
Interest-bearing loans and borrowings – current (72.6) – (72.6) –
Interest-bearing loans and borrowings – non-current (55.5) – (55.5) –
Put options held by non-controlling interests (764.7) – – (764.7)

Financial Statements
Carrying
amount Level 1 Level 2 Level 3
At 30 January 2021 £m £m £m £m

Loans and receivables


Deposits 41.0 – 41.0 –
Cash and cash equivalents 964.4 – 964.4 –
Financial liabilities at fair value through profit or loss
Foreign exchange forward contracts – non-hedged (20.7) – (20.7) –
Other financial liabilities
Interest-bearing loans and borrowings – current (120.9) – (120.9) –
Interest-bearing loans and borrowings – non-current (48.1) – (48.1) –

Group Information
Put options held by non-controlling interests (365.9) – – (365.9)

22. Trade and Other Payables


Trade and other payables are non-interest-bearing and are stated at their cost.

2022 2021
£m £m

Current liabilities
Trade payables 526.6 514.2
Other payables and accrued expenses 594.8 463.0
Refund liabilities 27.2 –
Other tax and social security costs 130.9 124.8
1,279.5 1,102.0
Non-current liabilities
Other payables and accrued expenses 775.4 374.4

JD Sports Fashion Plc Annual Report and Accounts 2022 195


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

22. Trade and Other Payables (continued)


Put and Call Options
Put and call options are in place relating to the remaining shares in partly-owned businesses within the Group. All call options
held by the Group are in conjunction with put options.

Put options held by non-controlling interests are accounted for using the present access method. The Group recognises put
options held by non-controlling interests in its subsidiary undertakings as a liability in the Consolidated Statement of Financial
Position at the present value of the estimated exercise price of the put option. The present value of the non-controlling interests’
put options is estimated using Board approved forecasts multiplied by an earnings multiple. The option formula and multiple
are usually stated in the put option agreement; however, in the absence of a specified formula or multiple, we would estimate
this based on current evidence in the Mergers & Acquisitions market and our past experience of multiples paid for similar
businesses. The range of multiples used across the put options at 29 January 2022 is 4.0–10.0. These forecast cash flows are
discounted using a discount rate reflecting the current market assessment of the time value of money and any specific risk
premiums relevant to the individual businesses involved. These discount rates are considered to be equivalent to the rates
a market participant would use. Upon initial recognition of put options a corresponding entry is made to Other Equity, and for
subsequent changes on remeasurement of the liability the corresponding entry is made to Exceptional Items in the Income
Statement. As the Group has recognised the liability for the put option, the related call options to acquire the same non-
controlling interest are valued at £Nil.

Sensitivity Analysis
Sensitivity analysis was performed over the key variable inputs to the valuation of the following put options. The key variable
inputs were determined to be the discount rate and approved forecasts. 1% was determined to be a reasonable variance to
demonstrate the sensitivity of the put option valuation to the key inputs used. With reference to the Iberian Sports Retail
Group put option, a multiple is not stated in the agreement and is therefore also a key variable input that is estimated.
Sensitivity analysis has also been performed over this estimate:

Iberian Sports Retail Group Put Option


A discount rate increase of 1% would result in a reduction in the put option liability of £1.4 million and an increase of 1% to
the forecast EBITDA % would result in an increase in the put option liability of £13.5 million. An increase of one in terms
of the estimated multiple used would result in an increase in the put option liability of £18.5 million.

Genesis Topco Put Option


A discount rate increase of 1% would result in a reduction in the put option liability of £23.5 million and an increase of 1%
to the forecast EBITDA % would result in an increase in the put option liability of £31.3 million.

Marketing Investment Group S.A. Put Option


A discount rate increase of 1% would result in a reduction in the put option liability of £3.0 million and an increase of 1%
to the forecast EBITDA % would result in an increase in the put option liability of £8.0 million.

Marketing
Iberian Sports Genesis Topco Investment Total Put
Retail Group Inc Group S.A. Other Options
£m £m £m £m £m

Put Option Liability


At 30 January 2021 87.4 261.6 – 16.9 365.9
Acquisitions – – 50.2 55.9 106.1
Increase in the present value of
the existing option liability 31.6 258.7 1.7 0.7 292.7
At 29 January 2022 119.0 520.3 51.9 73.5 764.7

Other put option liabilities held at 29 January 2022 are in respect of the following subsidiary undertakings:

Options held since 30 January 2021 and prior, total £17.0 million: Source Lab Limited £0.1 million (2021: £0.1 million), JD
Germany GmbH £0.5 million (2021: £1.7 million), JD Sports Gyms Limited £5.2 million (2021: £2.8 million), Dantra Limited
£0.2 million (2021: £0.5 million), Base Childrenswear Limited £0.2 million (2021: £0.1 million), Tessuti Limited £3.9 million
(2021: £1.1 million), Catchbest Limited £1.1 million (2021: £1.1 million), Mainline Menswear Holdings Limited £5.6 million
(£6.0 million), JDSF Holdings (Canada) Inc. £0.1 million (2021: £3.4 million), Oi Polloi Limited £0.1 million (2021: £0.1 million).

Options relating to acquisitions in the year ended 29 January 2022, total £56.5 million: 80s Casual Classics Limited
£4.1 million, DTLR Villa LLC £5.1 million, Uggbugg Fashion Limited £1.5 million, Marshall Artist Holdings Limited £1.5 million,
Wheelbase Lakeland Limited £4.2 million, Bodytone International Sport S.L. £11.3 million, Deporvillage S.L. £11.7 million,
Hairburst Holding Group Limited £6.2 million, Cosmos Sport £10.9 million.

196 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
22. Trade and Other Payables (continued)
Put and Call Options (continued)
Recognised as a liability

Short-term At 29 At 30
EBITDA Discount January January
Maximum growth rate 2022 2021

Governance
Company Options in existence Exercise periods Methodology price assumptions applied £m £m

Iberian First put option The first put option The option price The option 6% 10.3% 119.0 87.4
Sports whereby JD Sports is exercisable for a is calculated price
Retail Fashion Plc may be period of 30 days based on the shall not
Group required to acquire following the equity value exceed
70% of the option approval of the plus the £332 million.
holder’s 20% holding audited financial outstanding
of the issued share statements of loans or
capital of Iberian Iberian Sports financing
Sports Retail Group. Retail Group for provided by the
the year ended option holder
Second put option
29 January 2022. with unpaid
whereby JD Sports
interest accrued.

Financial Statements
Fashion Plc may be The second
required to acquire put option is
30% of the option exercisable after at
holder’s 20% holding least one year has
of the issued share lapsed since the
capital of Iberian first put option was
Sports Retail Group exercised. The 30%
in three tranches option, in three
of 10%. separate tranches
of 10%, need not
be exercised in
consecutive years.

Group Information
Genesis Put option whereby The put options The option price The option 5% 12.5% 520.3 261.6
Topco Inc JD Sports Fashion are exercisable is calculated price
Plc may be required within 30 calendar based on a shall not
to acquire the days after the multiple of exceed
remaining 20% determination earnings before £1.2 billion.
of the issued share of the final put/call interest, tax,
capital of Genesis value for the fiscal depreciation and
Topco Inc in four year. The first amortisation for
equal tranches put period will the relevant
with the ability to occur after the financial period,
roll over a tranche determination of less post-closing
that has not the put/call value cash and debt.
previously been for the fiscal year
subject to the ending on
exercise of a 1 February 2025.
put option.

JD Sports Fashion Plc Annual Report and Accounts 2022 197


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

22. Trade and Other Payables (continued)


Put and Call Options (continued)
Recognised as a liability

Short-term At 29 At 30
EBITDA Discount January January
Maximum growth rate 2022 2021
Company Options in existence Exercise periods Methodology price assumptions applied £m £m

Marketing Put option whereby The put options The option price The option 22% 13% 51.9 –
Investment JD Sports Fashion are exercisable is calculated price
Group S.A. Plc may be required one month after based on a shall not
to acquire the the shareholders multiple of exceed
remaining 40% of meeting in any earnings before £309.8
the issued share given year after interest, tax, million.
capital of Marketing the determination depreciation
Investment Group of the put option and amortisation
S.A. in two equal value for the for the relevant
tranches with the financial year. financial period,
ability to roll over The first put less net debt
a tranche that period will occur and any
has not previously after the financial working capital
been subject to statements for adjustments.
the exercise of the year ending
a put option. 31 January 2025
are approved.

The second
put option is
exercisable after
the financial
statements for
the year ending
31 January 2026
are approved.
If an option is not
exercised, it may
be exercised in any
year within the 15
years following the
acquisition date
of 30 April 2021.
Only one tranche
may be exercised
in any one year.

Other put 73.5 16.9


option
liabilities

Total 764.7 365.9


liability

198 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
23. Provisions
A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or
constructive obligation as a result of a past event, it is more likely than not that an outflow of economic benefits will be
required to settle the obligation and the obligation can be estimated reliably.

Property Provision
Within property provisions, management has provided for expected dilapidations on stores and warehouses. This provision

Governance
covers expected dilapidation costs for any lease considered onerous, any related to stores recently closed, stores which
are planned to close or are at risk of closure and those under contract but not currently in use. Management maintain all
properties to a high standard and carry out repairs whenever necessary during their tenure. Therefore if there is no risk of
closure any provision would be minimal and management do not consider it necessary to hold dilapidation provisions for
these properties.

Other Provisions
Included in other provisions is £2.0 million in respect of the CMA’s ongoing investigation into the sale of the Rangers FC
branded replica football shirts. This provision represents management’s best estimate of the liability payable in respect of
this matter, including associated legal costs, based on the information available to it at the date of approving these financial
statements which includes consideration of the provisional Statement of Objections which the CMA issued on 7 June 2022.
The CMA’s findings are, at this stage, only provisional and the Group will review them with its advisors. The CMA will consider
any representations that are made before issuing its final findings and accordingly the amount to be settled could be materially
different to the amount provided. The CMA has not yet confirmed when it will release its final decision on this matter but the

Financial Statements
Group currently expects this to occur within 12 months of the date of approval of these financial statements along with any
related outflows.

The remaining balance in other provisions is made up of various other trade provisions and legal costs. The provisions are
estimated based on accumulated experience, supplier communication and management approved forecasts.

Onerous Contracts Provision


Within the onerous contracts provision, management has provided against the minimum contractual cost for the remaining
term on a non-cancellable logistics services contract for the Azambuja warehouse in Portugal within the SportZone division.
The provision will be unwound over the remaining 8 year period ending 30 September 2030.

Property Other Onerous


provision provisions contracts Total
£m £m £m £m

Group Information
Balance at 1 February 2020 – – – –
Provisions created during the year – – 5.8 5.8
Balance at 30 January 2021 – – 5.8 5.8
Provisions reclassified from accruals 11.2 14.2 – 25.4
Provisions released during the year (2.0) (6.7) (0.7) (9.4)
Provisions created during the year 9.4 5.0 – 14.4
Provisions utilised during the year (0.4) (2.7) – (3.1)
Balance at 29 January 2022 18.2 9.8 5.1 33.1

The £9.4 million of property provision created in the year relates to the provision for expected dilapidations for the UK
Distribution Centre and across a number of stores in the portfolio.

£4.8 million of the other provisions released in the year arises following settlement of an ongoing legal case during the year.
The £5.0 million of other provisions created in the year relates to various trade provisions and legal costs.

Provisions have been analysed between current and non-current as follows:

2022 2021
£m £m
Current 13.2 0.7
Non-current (within 10 years) 19.9 5.1
33.1 5.8

JD Sports Fashion Plc Annual Report and Accounts 2022 199


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

24. Deferred Tax Assets and Liabilities


Recognised Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are attributable to the following:

Assets Assets Liabilities Liabilities Net Net


2022 2021 2022 2021 2022 2021
£m £m £m £m £m £m
Property, plant and equipment 19.6 14.7 (29.4) (12.0) (9.8) 2.7
Fascia names – – (97.6) (37.4) (97.6) (37.4)
Other temporary differences 55.6 24.2 (0.4) (5.6) 55.2 18.6
Tax losses 6.5 1.7 – – 6.5 1.7
Tax assets/(liabilities) 81.7 40.6 (127.4) (55.0) (45.7) (14.4)

Other temporary differences primarily relates to short-term timing differences across various territories including employee
benefits, specific trade provisions and equipment finance leases. These will unwind in accordance with the tax legislation in
each relevant jurisdiction.

The Financial Bill 2021, which was substantially enacted on 24 May 2021, included an increase in the rate of UK corporation tax
from 19% to 25% with effect from 1 April 2023. In accordance with IAS 12, UK deferred tax has been recognised at the enacted
25% at the balance sheet date.

The development of the Organisation for Economic Co-operation and Development’s Two Pillar Solution to Address the
Tax Challenges arising from the Digitalisation of the Economy is being closely monitored. It is expected to be enacted in
2022 with application from 1 January 2023. The accounting implications under IAS 12 will be ascertained once the relevant
legislation is available.

Deferred tax assets have not been recognised on losses of £88.1m (2021: £89.4m) as there is uncertainty over the timing of
their utilisation. These losses have arisen in the following Group subsidiaries:

2022 2021
£m £m

SDSR – Sports Division SR, S.A – 21.7


JD Sports Fashion Germany GmbH 20.8 6.7
JD Size GmbH 3.9 4.0
JD Sports Fashion AT GmbH 5.6 5.3
JD Sports Fashion Sweden AB 6.2 4.1
JD Sports Fashion Finland OY 3.5 2.7
Sports Unlimited Retail BV 8.1 13.6
JD Sports Fashion BV 11.8 –
JD Sports (Thailand) Limited 3.9 3.0
JD Sports Fashion Korea Inc 12.2 12.9
JDSF Holdings (Canada) Inc 0.1 –
JDSF Retail (Canada) Inc 2.9 –
Clothingsites.co.uk Limited 4.5 4.5
Tiso Group Limited and its subsidiaries 2.7 4.7
Other 1.9 6.2
88.1 89.4

200 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
24. Deferred Tax Assets and Liabilities (continued)
Movement in Deferred Tax During the Period
Property, plant
and equipment Fascia names Other Tax losses Total
£m £m £m £m £m

Balance at 1 February 2020 (6.4) (20.3) 13.0 1.2 (12.5)

Governance
Recognised on acquisition (1.7) (28.2) (3.8) – (33.7)
Recognised in income 11.5 10.9 8.6 0.4 31.4
Foreign exchange movements (0.7) 0.2 0.8 0.1 0.4
Balance at 30 January 2021 2.7 (37.4) 18.6 1.7 (14.4)
Recognised on acquisition (0.5) (50.2) (1.5) – (52.2)
Recognised in income (6.7) (0.8) 20.3 4.8 17.6
Reclassification (5.3) (12.2) 17.5 – –
Foreign exchange movements – 3.0 0.3 – 3.3
Balance at 29 January 2022 (9.8) (97.6) 55.2 6.5 (45.7)

As at 29 January 2022, the Group had no recognised deferred income tax liability (2021: £nil) in respect of taxes that would

Financial Statements
be payable on the unremitted earnings of certain overseas subsidiaries. At this date, the unrecognised gross temporary
differences in respect of overseas subsidiaries was £689.2 million (2021: £425.4 million). No deferred income tax liability
has been recognised in respect of this temporary difference due to the foreign profits exemption and the availability of
double tax relief.

There are no undisclosed tax liabilities or income tax consequences attached to the payment of dividends by the
Group’s subsidiaries.

25. Capital and Reserves


Issued Ordinary Share Capital
On 3 February 2021, JD Sports Fashion Plc completed the placing of new ordinary shares in the capital of the Company.
A total of 58,393,989 new ordinary shares were issued, increasing the total ordinary shares in issue to 1,031,627,149.
The shares were placed at an issue price of 795 pence per share with a par value of 25 pence leading to share capital
of £0.1 million and share premium of £455.8 million being recognised on issue (this is net of £8.3 million costs incurred).

Group Information
An ordinary resolution was passed at the Annual General Meeting, effective 30 November 2021, resulting in a share
split whereby five ordinary shares were issued for each ordinary share. In accordance with IAS 33, the number of shares
outstanding before the event has been adjusted for the proportionate change as if the event had occurred at the beginning
of the earliest period presented.

The total number of authorised ordinary shares was 6,215 million (2021: restated 6,215 million) with a par value of 0.05 pence
per share (2021: restated 0.05 pence per share). All issued shares are fully paid.

The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share
capital, share premium and retained earnings.

It is the Board’s policy to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The processes for managing the Group’s capital levels are that the Board regularly
monitors the net cash/debt in the business, the working capital requirements and forecast cash flows. Based on this analysis,
the Board determines the appropriate return to equity holders while ensuring sufficient capital is retained in the business to
meet its strategic objectives.

Full disclosure on the rights attached to shares is provided in the Directors’ Report on page 95.

Number of Ordinary share


ordinary shares capital Share premium
millions £m £m

At 30 January 2021 (restated) 4,866 2.4 11.7


Shares issued on 3 February 2021 292 0.1 455.8
At 29 January 2022 5,158 2.5 467.5

JD Sports Fashion Plc Annual Report and Accounts 2022 201


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

25. Capital and Reserves (continued)


Net Debt to Capital Ratio
There were no changes to the Group’s approach to capital management during the period. The Board monitors capital using a
net debt to equity ratio calculated as follows:
2021
2022 (restated)
£m £m

Net debt (Note 30) 1,057.0 1,134.4


Capital:
Net debt (as above) 1,057.0 1,134.4
Equity (calculated as 5,158.1 million shares in issue multiplied by 188.3 pence per share
(2021: 4,866.2 million shares in issue multiplied by 149.4 pence per share)) 9,712.7 7,270.1
Total capital 10,769.7 8,404.5
Net debt to capital ratio 9.8% 13.5%

The Board note that the 2021 comparative was disclosed as 18.0% but should have been 13.5%. As a result, the Board have
decided to restate the 2021 comparative to ensure it is accurately reflected in this year’s Annual Report.

Foreign Currency Translation Reserve


The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations.

Other Equity
Put option reserve
Put options held by non-controlling interests are accounted for using the present access method. Upon initial recognition of
the put or call option liability a corresponding entry is made to Other Equity, and for subsequent changes on remeasurement
of the liability the corresponding entry is made to Exceptional Items in the Income Statement.

Share-based payment reserve


As at 29 January 2022, 462,500 ordinary shares were granted under the JD Sports Fashion Plc Long-term Incentive Plan 2021.
The market value of these shares as at 29 January 2022 was 188.3 pence per share (see Note 5 Remuneration of Directors).

26. Non-controlling Interests


The following disclosure provides summarised financial information for investments that have non-controlling interests (‘NCI’).
NCI is initially measured at the proportionate interest in identifiable net assets of the acquiree. The table below provides a list
of the subsidiaries which include NCI at 29 January 2022 and 30 January 2021:

Net income/ Net income/


(loss) (loss)
attributable attributable to
to NCI for NCI for
52 weeks 52 weeks
NCI at NCI at ending NCI at ending NCI at
29 January 30 January 29 January 29 January 30 January 30 January
Country of 2022 2021 2022 2022 2021 2021
incorporation % % £m £m £m £m

Name of subsidiary:
Genesis Topco Inc US 20.0% 20.0% 45.4 271.2 (1.2) 178.4
Iberian Sports Retail Spain/ 49.99% 49.99% 32.9 108.6 5.9 67.6
Group SL Portugal/
Canaries
Marketing Investment Poland 40% – 3.6 18.4 – –
Group S.A.
Other Various* 6%–50% 6%–50% 8.0 15.4 0.2 11.7
89.9 413.6 4.9 257.7
* Other includes subsidiaries incorporated in the UK, Canada, Cyprus, Germany, Greece, India and Malaysia (2021: UK, Canada, Germany, India
and Malaysia).

For newly acquired non-wholly owned subsidiaries, further details are provided in Note 11.

202 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
26. Non-controlling Interests (continued)
The following table summarises the information relating to each of the Group’s subsidiaries that has material NCI.

Marketing
Genesis Topco Genesis Topco Iberian Sports Iberian Sports Investment
Inc (sub-group) Inc (sub-group) Retail Group SL Retail Group SL Group S.A.
2022 2021 2022 2021 2022

Governance
Summarised Statement of Financial Position £m £m £m £m £m

Current assets 437.6 319.0 284.2 269.0 63.3


Non-current assets 1,610.8 1,091.3 626.4 456.3 75.1
Total assets 2,048.4 1,410.3 910.6 725.3 138.4
Current liabilities (376.8) (387.6) (348.4) (239.9) (69.9)
Non-current liabilities (495.3) (359.7) (413.4) (343.4) (51.4)
Net assets 1,176.3 663.0 148.8 142.0 17.1

Marketing
Genesis Topco Genesis Topco Iberian Sports Iberian Sports Investment
Inc (sub-group) Inc (sub-group) Retail Group SL Retail Group SL Group S.A.

Financial Statements
52 weeks to 6 week period 52 weeks to 52 weeks to 39 week period
29 January to 30 January 29 January 30 January to 29 January
2022 2021 2022 2021 2022
Summarised results of operations £m £m £m £m £m

Revenue 2,576.7 156.3 920.6 579.2 175.0


Profit/(loss) for the period, net of tax 266.2 (8.7) 50.1 3.7 7.1

Marketing
Genesis Topco Genesis Topco Iberian Sports Iberian Sports Investment
Inc (sub-group) Inc (sub-group) Retail Group SL Retail Group SL Group S.A.
52 weeks to 6 week period 52 weeks to 52 weeks to 39 week period
29 January to 30 January 29 January 30 January to 29 January
2022 2021 2022 2021 2022
Summarised Statement of Cash Flows £m £m £m £m £m

Group Information
Net cash provided by/(used in)
operating activities 343.8 (33.8) 87.8 35.7 1.0
Net cash used in investing activities (277.2) (8.6) (121.9) (16.3) (2.7)
Net cash from/(used in) financing activities – (15.7) 6.0 57.2 (0.1)
Cash and cash equivalents:
At the beginning of the period presented 124.8 182.9 159.1 82.5 6.8
At the end of the period 191.4 124.8 131.0 159.1 5.0

JD Sports Fashion Plc Annual Report and Accounts 2022 203


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

27. Dividends
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group and Company financial statements
in the period in which it is approved.

After the reporting date the following dividend was proposed by the Directors and will be payable to all shareholders on the
register at 8 July 2022. The dividends were not provided for at the reporting date.

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

0.35 pence per ordinary share (2021: restated 0.29 pence) 18.1 14.9

Dividends on Issued Ordinary Share Capital


52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Final dividend of 0.29 pence (2021: 0.00 pence) per qualifying ordinary share paid
in respect of prior period, but not recognised as a liability in that period 14.9 –
Interim dividend of 0.00 pence (2021: 0.00 pence) per qualifying ordinary share paid
in respect of current period – –
14.9 –

28. Commitments
As at 29 January 2022, the Group had entered into contracts to purchase property, plant and equipment as follows:

2022 2021
£m £m

Contracted 30.2 12.8

In December 2021, JD Sports Fashion Plc signed a contract with ABG Reebok LLC to licence the Reebok brand in various
territories. The agreement is subject to terms and conditions and was not effective until after the 29 January 2022 financial
year-end. As a result, the Group has not recognised an intangible asset for the use of the brand in the Consolidated Statement
of Financial Position at 29 January 2022 or a liability for the discounted contractual minimum royalty payments under the
initial 10 year term of £73.1 million.

29. Pension Schemes


The Group operates defined contribution pension schemes, the assets of which are held separately from those of the Group
in independently administered funds. Obligations for contributions to the defined contribution schemes are recognised as
an expense in the Consolidated Income Statement when incurred.

The pension charge for the period represents contributions payable by the Group of £16.8 million (2021: £14.7 million)
in respect of employees. Disclosure of the pension contributions payable in respect of the Directors is included in the
Directors’ Remuneration Report. The amount owed to the schemes at the period end was £3.1 million (2021: £2.4 million).

204 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
30. Analysis of Net Cash
Net cash consists of cash and cash equivalents together with other borrowings from bank loans and overdrafts, other loans,
loan notes, finance leases and similar hire purchase contracts.

At 30 January On acquisition Non-cash At 29 January


2021 of subsidiaries Cash flow movements 2022
£m £m £m £m £m

Governance
Cash at bank and in hand 964.4 152.7 200.4 (3.5) 1,314.0
Overdrafts (15.7) (23.2) 5.3 – (33.6)
Cash and cash equivalents 948.7 129.5 205.7 (3.5) 1,280.4
Interest-bearing loans and borrowings:
Bank loans (84.4) (156.2) 140.8 5.3 (94.5)
Other loans (68.9) – 68.9 – –
Net cash/(financial debt) before lease liabilities 795.4 (26.7) 415.4 1.8 1,185.9
Lease liabilities (1,929.8) (271.7) 350.8 (392.2) (2,242.9)
Net cash/(debt) (1,134.4) (298.4) 766.2 (390.4) (1,057.0)

Other loans of £68.9 million was the deferred consideration payable at 30 January 2021 in respect of the acquisition of Shoe

Financial Statements
Palace Corporation (see Note 11). The deferred consideration was fully paid during the financial year ended 29 January 2022.

31. Related Party Transactions and Balances


Transactions and balances with each category of related parties during the period are shown below. Transactions were
undertaken in the ordinary course of business on an arm’s length basis. Outstanding balances are unsecured (unless
otherwise stated) and will be settled in cash.

Transactions with Related Parties Who Are Not Members of the Group
Pentland Group Limited
During the financial year, Pentland Group Limited owned 51.9% (2021: 55%) of the issued ordinary share capital of JD Sports
Fashion Plc. The Group made purchases of inventory from Pentland Group Limited in the period and the Group also sold
inventory to Pentland Group Limited. The Group also paid royalty costs to Pentland Group Limited for the use of a brand.

During the period, the Group entered into the following transactions with Pentland Group Limited:

Group Information
Expenditure Expenditure
Income from with related Income from with related
related parties parties related parties parties
2022 2022 2021 2021
£m £m £m £m

Sale of inventory 1.3 – 1.4 –


Purchase of inventory – (48.7) – (46.7)
Royalty costs – (6.2) – (1.8)
Marketing costs – (0.9) – (0.3)

At the end of the period, the following balances were outstanding with Pentland Group Limited:

Amounts owed Amounts owed Amounts owed Amounts owed


by related to related by related to related
parties parties parties parties
2022 2022 2021 2021
£m £m £m £m

Trade receivables/(payables) 0.2 (2.5) 0.9 (3.1)

JD Sports Fashion Plc Annual Report and Accounts 2022 205


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

31. Related Party Transactions and Balances (continued)


Transactions with Related Parties Who Are Not Members of the Group (continued)
Associates and Joint Ventures
During the period, the Group entered into the following transactions with its associates and joint ventures:

Expenditure Expenditure
Income from with related Income from with related
related parties parties related parties parties
2022 2022 2021 2021
£m £m £m £m

Purchase of inventory – (12.5) – –


Dividends and distributions received 6.9 – – –

At the end of the period, the Group had the following balances outstanding with its associates and joint ventures:

Amounts owed Amounts owed Amounts owed Amounts owed


by related to related by related to related
parties parties parties parties
2022 2022 2021 2021
£m £m £m £m

Other receivables 0.2 – – –


Trade payables – (0.3) – –

Other receivables from associates and joint ventures relate to costs incurred by the Group on behalf of these entities, which
have then been recharged.

Other than the remuneration of Directors as shown in Note 5 and in the Directors’ Remuneration Report on pages 114 to 130
there have been no other transactions with Directors in the year (2021: nil). £25,000 of invoices from Cowgill Holloway Business
Recovery LLP in respect of professional fees were accrued in the financial year ended 29 January 2022 and paid post year-end
(2021: £3,300). Peter Cowgill is indirectly a member of this Limited Liability Partnership through his membership of Cowgill
Holloway LLP who are then a member of Cowgill Holloway Business Recovery LLP. Peter Cowgill does not participate in any
profit share arrangement relating to either Cowgill Holloway LLP or Cowgill Holloway Business Recovery LLP. In addition, Cowgill
Holloway LLP (including member firms of Cowgill Holloway LLP) has acted on behalf of certain vendors where the Group has
ultimately completed an acquisition. Where this has occurred, there has been no monetary payments between the Group and
Cowgill Holloway LLP (including its member firms).

32. Held-for-sale (Footasylum Plc)


Transaction History
On 18 February 2019, JD Sports Fashion Plc acquired 19,579,964 Footasylum Plc shares at prices between 50 pence and
75 pence per share, representing 18.7% of the issued ordinary share capital.

On 18 March 2019, in conjunction with the Board of Footasylum Plc, JD Sports Fashion Plc announced the terms of an offer
to be made for the remaining 81.3% of the ordinary share capital of Footasylum at a price of 82.5 pence per ordinary share.
This offer was declared unconditional in all respects on 12 April 2019 with acceptances received for a total of 78,176,481 shares
representing a further 74.8% of the issued ordinary share capital. On 26 April 2019, the first bulk transfer was made to acquire
an additional 80.5 million shares (in addition to the 19.5 million already owned). The formal process to acquire the remaining
Footasylum shares (incl. the dissenting shareholders) was completed on 4 June 2019. Footasylum was delisted on 16 May 2019
and converted from an unlisted Plc to a private company on 19 September 2019.

206 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
32. Held-for-sale (Footasylum Plc) (continued)
Hold Separate Order and Consolidation
On 17 May 2019, JD Sports Fashion Plc received a ‘hold separate’ enforcement order from the CMA regarding the
Footasylum acquisition.

In accordance with IFRS 10 ‘Consolidated Financial Statements’, an investor controls an investee when it is exposed, or
has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through

Governance
its power over the investee. Whilst this transaction was being reviewed by the CMA, the Directors of JD Sports Fashion Plc
have assessed whether the Group had control over Footasylum and could therefore consolidate the results of Footasylum.
In making their judgement, the Directors considered that there was a simultaneous exchange and completion on the
transaction and completion was not conditional on the outcome of the CMA review. The risks and rewards ultimately rested
with JD Sports Fashion Plc as legal owner and there would be no pass through to the former shareholders. This evidences
that the Group had exposure, or rights, to variable returns from its involvement with the investee. Further, the Group had the
power of veto over strategic decision making. After careful consideration, the Directors concluded that the consolidation of
Footasylum into the Group financial statements from the date of acquisition was appropriate and was disclosed as a critical
accounting judgement in the accounting policies.

Held-for-sale
On 4 November 2021, the final ruling from the CMA was that it had again prohibited the Group’s acquisition of Footasylum.
The final CMA undertakings were issued on 14 January 2022 which was effectively the start date for the Footasylum sale
process. Footasylum has been classified as held-for-sale as at 29 January 2022 as:

Financial Statements
– the carrying amount of Footasylum will be recovered through the sale transaction;
– it is available for sale in its present condition;
– the Group has committed to sell Footasylum and this sale plan has been initiated;
– Footasylum was being actively marketed at a price that is reasonable in relation to its fair value; and
– there is an expectation that the sale process will be completed within six months of the classification as held-for-sale.

Assets and Liabilities of Footasylum held-for-sale


As at 29 January 2022, Footasylum was stated at carrying value (excluding cash and cash equivalents), being the lower of
carrying value or fair value less costs to sell. Cash and cash equivalents as at 29 January 2022 of £27.2 million have been
presented within the Group’s cash and cash equivalents (Note 30) in accordance with IFRS 5.

2022
£m

Group Information
Intangible assets 4.7
Property, plant and equipment 25.2
Deferred tax assets 0.2
Inventories 27.0
Trade and other receivables 21.5
Right-of-use assets 78.5
Assets held-for-sale 157.1

JD Sports Fashion Plc Annual Report and Accounts 2022 207


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

32. Held-for-sale (Footasylum Plc) (continued)


2022
£m

Trade and other payables (57.5)


Lease liabilities (82.0)
Income tax liability (2.9)
Deferred tax liability (0.2)
Liabilities held-for-sale (142.6)

Discontinued operations
The presentation of an operation as a discontinued operation is limited to a component of an entity that either has been
disposed of or is classified as held-for-sale, and:

– represents a separate major line of business or geographic area of operations;


– is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations,
or is a subsidiary acquired exclusively with a view to resale.

Whilst the disposal of Footasylum is significant for the Group, it is subject to a single plan and can be distinguished
operationally and for financial reporting purposes, the disposal of Footasylum should not be classified as a discontinued
operation. This is because the Group has other subsidiaries and operations within the Sports Fashion segment in the UK,
therefore Footasylum does not represent a separate major line of business or geographic area for the Group. However,
the Group is required to disclose the impact of the disposal.

33. Contingent Liabilities


The activities of the Group are overseen by a number of regulators around the world and, whilst the Group strives to ensure
full compliance with all its regulatory obligations, periodic reviews are inevitable which may result in a financial penalty. If the
risk of a financial penalty arising from one of these reviews is more than remote but not probable or cannot be measured
reliably then the Group will disclose this matter as a contingent liability. If the risk of a financial penalty is considered probable
and can be measured reliably then the Group would make a provision for this matter.

CMA Investigation
On 23 September 2021, the Competition and Markets Authority (CMA) launched an investigation under section 25 of the
Competition Act 1998 (‘CA98’) into suspected breaches of competition law by Leicester City Football Club Limited and
JD Sports Fashion Plc, together with their affiliates. The Group continues to co-operate fully with the CMA.

The CMA has not reached a view as to whether there is sufficient evidence of an infringement of competition law for it to issue
a statement of objections or, ultimately, an infringement decision, to any party under investigation. Therefore, at this stage, it
is not possible to determine with sufficient certainty that a liability will ultimately arise. Indeed, not all cases result in the CMA
issuing a statement of objections or an infringement decision. The CMA has indicated that it will publish a further update in
September 2022.

34. Post Balance Sheet Events


Directorate Change
On 25 May 2022, the Group announced that it had decided to accelerate the separation of the roles of Chair and Chief
Executive Officer. Peter Cowgill stood down as Chief Executive Officer and Executive Chairman with immediate effect.
Helen Ashton was appointed as Interim Non-Executive Chair and Kath Smith was appointed as Interim Chief Executive
Officer. For further details, please see the Statement from the Board on page 4.

Acquisition of Total Swimming Group


On 27 May 2022, JD Sports Fashion Plc completed, via its existing subsidiary JD Sports Gyms Limited, the acquisition of a
60% share in Total Swimming Group. Initial cash consideration paid was £11.1 million with a maximum of £4.0 million of deferred
consideration that is contingent upon future performance criteria and certain closing conditions. Total Swimming Group was
founded by former Olympic swimmers Steve Parry, Rebecca Adlington and Adrian Turner to make swimming more accessible
and includes Swim!, the first multi-site operator of dedicated children’s learn to swim centres in the UK. The acquisition provides
a broadening of the Group’s leisure interests, which now includes gyms and pools. In its 2021 financial year, Total Swimming
Group generated revenues of £8.6 million. Due to the proximity of the date of the acquisition and the date of this report, it is
not possible to present a provisional goodwill calculation or the provisional fair values of the assets and liabilities acquired.
The provisional goodwill calculation will be presented in the announcement of our Interim Results.

208 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
35. Subsidiary Undertakings
The following companies were the subsidiary undertakings of JD Sports Fashion Plc at 29 January 2022.

Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
2Squared Agency Limited UK Hollinsbrook Way, Pilsworth, Distributor of fashion 100%

Governance
Bury, Lancashire, BL9 8RR apparel and accessories
24Sevenbikes Ltd UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
80s Casual Classics Limited UK Hollinsbrook Way, Pilsworth, Retailer of fashion 70%
Bury, Lancashire, BL9 8RR apparel and footwear
A Number of Names Limited UK Hollinsbrook Way, Pilsworth, Wholesale of clothing 100%
Bury, Lancashire, BL9 8RR and footwear
ActivInstinct Holdings Limited UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
ActivInstinct Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Aghoco 1966 Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR

Financial Statements
Allsports.co.uk Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Alpine Bikes Limited* UK 41 Commercial Street, Leith, Dormant company 60%
Edinburgh, EH6 6JD
Alpine Group (Scotland) Limited* UK 41 Commercial Street, Leith, Intermediate 60%
Edinburgh, EH6 6JD holding company
Applied Nutrition LimitedA UK 2 Acornfield Road, Knowsley Manufacture of 32%
Industrial Park, Liverpool, L33 7UG other food products
Ark Fashion Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Aspecto Holdings Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR

Group Information
Aspecto Trading Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Athleisure Limited UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
Base Childrenswear Limited UK Hollinsbrook Way, Pilsworth, Retailer of children’s 80%
Bury, Lancashire, BL9 8RR fashion apparel
and footwear
Bernard Esher Limited UK Hollinsbrook Way, Pilsworth, Retailer of premium 80%
Bury, Lancashire, BL9 8RR women’s fashion
apparel and footwear
Blacks Outdoor Retail Limited UK Hollinsbrook Way, Pilsworth, Retailer of outdoor 100%
Bury, Lancashire, BL9 8RR footwear, apparel
and equipment
Blue Retail Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Bodytone International Spain Calle Legón, 180 – 30500, Molina Manufacture and 25%**
Sport S.L.* de Segura, Murcia (Spain) distribute professional
fitness equipment
Brand Stable LtdJ UK Atlantic House, 65 Jeddo Road, Online own label women’s 49%
London, W12 9ED fashion retailer
Capso Holdings Limited* Isle of Man 33–37 Athol Street, Isle of Man, Intermediate 100%
IM1 1LB holding company
Catchbest Limited UK Hollinsbrook Way, Pilsworth, Retail of clothing in 80%
Bury, Lancashire, BL9 8RR a specialised store
Champion Retail Limited* Ireland 3 Burlington Road, Dublin 4, Retailer of sports 100%
D04RD68, Republic of Ireland and leisure goods

JD Sports Fashion Plc Annual Report and Accounts 2022 209


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

35. Subsidiary Undertakings (continued)


Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
Champion Sports Ireland 3 Burlington Road, Dublin 4, Dormant company 100%
(Holdings) Unlimited* D04RD68, Republic of Ireland
Champion Sports Group Limited* Ireland 3 Burlington Road, Dublin 4, Intermediate 100%
D04RD68, Republic of Ireland holding company
Champion Sports Ireland* Ireland 3 Burlington Road, Dublin 4, Retailer of sports 100%
D04RD68, Republic of Ireland and leisure goods
Champion Sports Ireland 3 Burlington Road, Dublin 4, Dormant company 100%
Newco Limited* D04RD68, Republic of Ireland
Choice 33 Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 88%
Bury, Lancashire, BL9 8RR
Choice Limited* UK Hollinsbrook Way, Pilsworth, Retailer of fashion 88%
Bury, Lancashire, BL9 8RR apparel and footwear
Cloggs Online Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Clothingsites Holdings Limited UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
Clothingsites.co.uk Limited* UK Hollinsbrook Way, Pilsworth, Retailer of fashion 100%
Bury, Lancashire, BL9 8RR apparel and footwear
Cosmos Sport Commercial, Hotel Greece 148, 62 Martiron Ave. 71303, Retailer of sports inspired 80%
and Tourism Société Anonyme Kaminia, Heraklion, Crete, Greece footwear and apparel
Cosmossport Trading Cyprus 11 Michail Paridi, 1095, Nicosia, Retailer of sports inspired 80%
(Cyprus) Limited* Cyprus footwear and apparel
Dallas D&K Corporation* US 1300 Mercedes Drive Hanover Athletic footwear and 79%
MD 21076 apparel streetwear retailer
Dantra Limited UK Hollinsbrook Way, Pilsworth, Retailer of children’s 75%
Bury, Lancashire, BL9 8RR fashion apparel
and footwear
Deporvillage S.L. Spain Plaça de la Ciencia 1 Local 4, Edifici Retailer of sports 40%**
Impuls, Manresa, 08240, Barcelona and leisure goods
Drome Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
DTLR Holding Inc* US 1300 Mercedes Drive Intermediate 79%
Hanover MD 21076 holding company
DTLR Villa LLC* US 1300 Mercedes Drive Hanover Athletic footwear and 79%
MD 21076 apparel streetwear retailer
DTLR, Inc* US 1300 Mercedes Drive Hanover Athletic footwear and 79%
MD 21076 apparel streetwear retailer
Duffer of St George Limited UK Hollinsbrook Way, Pilsworth, Licensor of a fashion brand 100%
Bury, Lancashire, BL9 8RR
Exclusive Footwear Limited UK Hollinsbrook Way, Pilsworth, Dormant company 90%
Bury, Lancashire, BL9 8RR
First Sport Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Focus Brands Limited UK Hollinsbrook Way, Pilsworth, Intermediate holding 100%
Bury, Lancashire, BL9 8RR company
Focus Equipment Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Focus Group Holdings Limited* UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
Focus International Limited* UK Hollinsbrook Way, Pilsworth, Distributor of sports 100%
Bury, Lancashire, BL9 8RR apparel and footwear
Focus International NL B.V.* Netherlands Danzigerkade 9 A, 1013AP Distributor of sports 100%
Amsterdam, the Netherlands apparel and footwear

210 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
35. Subsidiary Undertakings (continued)
Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
Focus Italy S.pa.* Italy Viale Majno Luigi 17/A, Distributor of sports 100%
20122 Milano Italy apparel and footwear

Governance
Focus Sports & Leisure UK Hollinsbrook Way, Pilsworth, Dormant company 100%
International Limited* Bury, Lancashire, BL9 8RR
Footasylum Brands Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Footasylum GmbH* Germany Wittestr. 30K, 13509, Berlin, 13509, Retailer of sports inspired 100%
Berlin footwear and apparel
Footasylum Limited UK Hollinsbrook Way, Pilsworth, Retailer of sports inspired 100%
Bury, Lancashire, BL9 8RR footwear and apparel
Footpatrol London 2002 Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Frank Harrison Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 72%
Bury, Lancashire, BL9 8RR
Genesis Finco Limited UK Hollinsbrook Way, Pilsworth, Intermediate 100%

Financial Statements
Bury, Lancashire, BL9 8RR holding company
Genesis Holdings Inc* US 3308 N. Mitthoeffer Rd. Indianapolis, Intermediate 80%
IN 46235 holding company
Genesis Topco Inc US 3308 N. Mitthoeffer Rd. Indianapolis, Intermediate 80%
IN 46235 holding company
George Fisher Holdings Limited* UK 41 Commercial Street, Edinburgh, Intermediate 60%
EH6 6JD holding company
George Fisher Limited* UK Hollinsbrook Way, Pilsworth, Retailer of outdoor 60%
Bury, Lancashire, BL9 8RR footwear, apparel
and equipment
GetTheLabel.com Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 80%
Bury, Lancashire, BL9 8RR
Gio Goi Brands Limited J UK Spring Court, Spring Road, Hale, Retailer of fashion 50%

Group Information
Cheshire, England, WA14 2UQ apparel and footwear
Gio-Goi Trading Limited*J UK Spring Court, Spring Road, Hale, Retailer of fashion 50%
Cheshire, England, WA14 2UQ apparel and footwear
Giulio Fashion Limited* UK Hollinsbrook Way, Pilsworth, Intermediate 88%
Bury, Lancashire, BL9 8RR holding company
Giulio Limited* UK Hollinsbrook Way, Pilsworth, Retailer of premium fashion 88%
Bury, Lancashire, BL9 8RR apparel and footwear
Giulio Woman Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 88%
Bury, Lancashire, BL9 8RR
Go Outdoors Equestrian Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Go Outdoors Fishing Limited* UK Hollinsbrook Way, Pilsworth, Retailer of outdoor leisure 100%
Bury, Lancashire, BL9 8RR equipment and apparel
Go Outdoors Retail Limited UK Hollinsbrook Way, Pilsworth, Retailer of outdoor leisure 100%
Bury, Lancashire, BL9 8RR equipment and apparel
Graham Tiso Limited* UK 41 Commercial Street, Leith, Retailer of outdoor 60%
Edinburgh, EH6 6JD footwear, apparel
and equipment
GymNation Limited* British Craigmuir Chambers, Road Town, Intermediate 94%
Virgin Tortola VG1110, British Virgin Islands holding company
Islands
GymNation LLC* UAE M Floor, ETA Star Building, Near Operator of fitness centres 94%
Time Square Centre, Al Quoz 1,
Sheikh Zayed Road, Dubai, UAE
Hair Burst Limited* UK Hollinsbrook Way, Pilsworth, Retailer of hair vitamins 75%
Bury, Lancashire, BL9 8RR and growth products

JD Sports Fashion Plc Annual Report and Accounts 2022 211


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

35. Subsidiary Undertakings (continued)


Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
Hairburst Holding Group Limited UK Hollinsbrook Way, Pilsworth, Intermediate 75%
Bury, Lancashire, BL9 8RR holding company
Helium Miracle 311 Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 94%
Bury, Lancashire, BL9 8RR
Henleys Clothing Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Hip (Birmingham) Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Hip Store Limited UK Hollinsbrook Way, Pilsworth, Retailer of premium 100%
Bury, Lancashire, BL9 8RR men’s fashion apparel
and footwear
I Am Athlete, LLC* US 6701 Center Drive W, Suite 700, Retailer of sports and 80%
Los Angeles, CA 90045 leisure inspired goods
Iberian Sports Retail Group SL Spain Polígono Industrial de las Atalayas, Intermediate 50.01%
Avenida Euro, N2, Alicante 03114 holding company
Il Sarto Milano Limited*A UK Tanzaro House, Ardwick Green N, Retailer of fashion apparel 30%
Manchester, M12 6HD
Infinities Retail Group UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Holdings Limited Bury, Lancashire, BL9 8RR holding company
Infinities Retail Group Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Altrincham Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Birkenhead Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Blackburn Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Bradford Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Bury Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Chesterfield Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Denton Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Derby Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Stockport Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Stoke Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
IRG Warrington Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
J D Sports Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Jandernama SL Spain Polígono Industrial de las Atalayas, Intermediate 100%
Avenida Euro, N2, Alicante 03114 holding company
JD Canary Islands Sports SL* Spain Polígono Industrial de las Atalayas, Retailer of sports inspired 65%
Avenida Euro, N2, Alicante 03114 footwear and apparel
JD Newco 2 Limited UK Hollinsbrook Way, Pilsworth, Bury, Dormant company 100%
Lancashire, BL9 8RR
JD Size GmbH Germany Neusser Straße 93, 50670 Cologne Retailer of sports inspired 100%
footwear and apparel

212 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
35. Subsidiary Undertakings (continued)
Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
JD Spain Sports Fashion 2010 SL* Spain Polígono Industrial de las Atalayas, Retailer of sports inspired 65%
Avenida Euro, N2, Alicante 03114 footwear and apparel

Governance
JD Sports (Thailand) Limited* Thailand Room No. TT04 No. 1106 Sukhumvit Retailer of sports inspired 80%
Road, Phrakhanong Sub-district, footwear and apparel
Klongtoey District, Bangkok
JD Sports Active Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
JD Sports Fashion (France) SAS France 96 R Du Pont Rompu, 59200 Intermediate 100%
Tourcoing holding company
JD Sports Fashion Acquisitions UK Hollinsbrook Way, Pilsworth, Intermediate 100%
2021 Limited Bury, Lancashire, BL9 8RR holding company
JD Sports Fashion AT GmbH Austria Wallnerstraße 1, 3. Stock, 1010 Retailer of sports inspired 100%
Vienna, Austria footwear and apparel
JD Sports Fashion Aus Pty* Australia Level 12, 54 Park St, Sydney, NSW Retailer of sports inspired 100%
2000 footwear and apparel

Financial Statements
JD Sports Fashion Belgium BV Belgium Wiegstraat 21, 2000 Antwerpen Retailer of sports inspired 100%
footwear and apparel
JD Sports Fashion BV Netherlands Oosteinderweg 247 B 1432 AT Retailer of sports inspired 100%
Aalsmeer footwear and apparel
JD Sports Fashion Denmark APS Denmark c/o Harbour House, Sundkrogsgade Retailer of sports inspired 100%
21, 2100 Copenhagen footwear and apparel
JD Sports Fashion Finland OY Finland c/o Intertrust Finland Oy, Retailer of sports inspired 100%
Lautatarhankatu 6, 00580, Helsinki footwear and apparel
JD Sports Fashion Germany Germany Neusser Strasse 93, 50670 Cologne Retailer of sports inspired 80%
GmbH footwear and apparel
JD Sports Fashion Holdings Australia Level 12, 54 Park St, Sydney, NSW Intermediate 100%
Aus Pty 2000 holding company
JD Sports Fashion India LLP India B-808 The Platina, Gachibawli, Outsourced multichannel 100%

Group Information
Hyderabad, Telangana, India – operations
500032
JD Sports Fashion Israel Ltd*J Israel HaMelacha 8 Holon, Israel, Zip code: Retailer of sports inspired 60%
5881504 footwear and apparel
JD Sports Fashion Israel (2021) Israel HaMelacha 8 Holon, Israel, Zip code: Retailer of sports inspired 60%
Limited Partnership*J 5881504 footwear and apparel
JD Sports Fashion Korea Inc Korea 6F Yoonik Bldg. 430 Eonju-ro, Retailer of sports inspired 50%
Gangnam-gu, Seoul footwear and apparel
JD Sports Fashion NZ Pty New Anderson Lloyd, Level 10 Otago Retailer of sports inspired 100%
Limited* Zealand House, Cnr Moray Place & Princes footwear and apparel
Street, Dunedin, 9016, NZ
JD Sports Fashion PTE LTD* Singapore 190 Middle Road, 14-05, Fortune Retailer of sports inspired 80%
Centre, Singapore, 188979 footwear and apparel
JD Sports Fashion SDN BHD Malaysia Suite D23, 2nd Floor, Plaza Retailer of sports inspired 80%
Pekeliling, No. 2, Jalan Tun Razak, footwear and apparel
50400 Kuala Lumpur, Malaysia
JD Sports Fashion SRL Italy Via Montenapoleone n. 29 – 20121 Retailer of sports inspired 100%
Milan, Italy footwear and apparel
JD Sports Fashion Sweden AB Sweden C/o Intertrust CN (Sweden) AB, Retailer of sports inspired 100%
PO Box 16285, 103 25 Stockholm, footwear and apparel
Sweden
JD Sports Gyms Acquisitions UK Hollinsbrook Way, Pilsworth, Dormant company 94%
Limited* Bury, Lancashire, BL9 8RR
JD Sports Gyms Limited UK Hollinsbrook Way, Pilsworth, Operator of fitness centres 94%
Bury, Lancashire, BL9 8RR

JD Sports Fashion Plc Annual Report and Accounts 2022 213


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

35. Subsidiary Undertakings (continued)


Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
JDSF Holdings (Canada) Inc Canada 1200 Waterfront Centre, Intermediate 80%
200 Burrard Street, holding company
Vancouver BC V6C 3L6
JDSF Retail (Canada) Inc Canada 1200 Waterfront Centre, Retailer of sports inspired 88%
200 Burrard Street, footwear and apparel
Vancouver BC V6C 3L6
JMH Cosmetics Limited* UK Hollinsbrook Way, Pilsworth, Other business 75%
Bury, Lancashire, BL9 8RR support service
John David Sports Fashion Ireland 3 Burlington Road, Dublin 4, Retailer of sports inspired 100%
(Ireland) Limited D04RD68, Republic of Ireland footwear and apparel
Kukri (Asia) Limited* Hong Kong Unit 4, 27th Floor, Global Trade Distributor of sports 80%
Square, 21 Wong Chuk Hang Road, apparel and accessories
Hong Kong
Kukri (HK) Limited* Hong Kong Unit 4, 27th Floor, Global Trade Dormant company 80%
Square, 21 Wong Chuk Hang Road,
Hong Kong
Kukri Australia Pty Limited* Australia Level 12, 338–340 Pitt Street, Distributor of sports 80%
Sydney NSW 2000 apparel and accessories
Kukri Events Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 80%
Bury, Lancashire, BL9 8RR
Kukri GB Limited* UK Hollinsbrook Way, Pilsworth, Distributor and retailer 80%
Bury, Lancashire, BL9 8RR of sports apparel
and accessories
Kukri NZ Limited* New Unit 2, 45 The Boulevard, Distributor of sports 60%
Zealand Te Rapa Park, Hamilton apparel and accessories
Kukri PTE Limited* Singapore 10 Anson Road, 19–15 International Distributor of sports 80%
Plaza, Singapore 079903 apparel and accessories
Kukri Shanghai Limited* Shanghai Room 221-225, No. 2 Building, Distributor of sports 80%
No.38 Debao Road, China apparel and accessories
(Shanghai) Pilot Free Trade Zone,
Shanghai, 200131, China
Kukri Sports Canada Inc* Canada 106–1533 Broadway St, Port Distributor of sports 60%
Coquitlam, British Columbia, apparel and accessories
V3C 6P3
Kukri Sports Ireland Limited* Ireland 3 Burlington Road, Dublin 4, Distributor of sports 80%
D04RD68, Republic of Ireland apparel and accessories
Kukri Sports Limited UK Hollinsbrook Way, Pilsworth, Intermediate 80%
Bury, Lancashire, BL9 8RR holding company
Kukri Sports Middle East JLT* UAE Lakeview Tower, Jumeirah Lake Distributor of sports 80%
Towers, Dubai, United Arab Emirates apparel and accessories
Mainline Menswear Holdings UK Hollinsbrook Way, Pilsworth, Intermediate 80%
Limited Bury, Lancashire, BL9 8RR holding company
Mainline Menswear Limited* UK Hollinsbrook Way, Pilsworth, Retailer of premium 80%
Bury, Lancashire, BL9 8RR men’s fashion apparel
and footwear
Mallet. Footwear Limited A UK M25 Business Centre, 121 Brooker Retailer of fashion 25%
Road, Waltham Abbey, Essex, apparel and footwear
England, EN9 1J
Marathon Sports Limited* Ireland 3 Burlington Road, Dublin 4, Dormant company 100%
D04RD68, Republic of Ireland
Marketing Investment Group Bulgaria 53А Nikola Y. Vaptsarov Blvd., 1407 Retailer of sports inspired 60%
Bulgaria EOOD* Promishlena zona Hladilnika, Sofia footwear and apparel
Marketing Investment Group Czech Jakubská 647/2, Staré Město, 110 00, Retailer of sports inspired 60%
Czech s.r.o.* Republic Praha footwear and apparel

214 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
35. Subsidiary Undertakings (continued)
Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
Marketing Investment Group Estonia Harju maakond, Tallinn, Kesklinna Retailer of sports inspired 60%
Estonia OÜ* linnaosa, Narva mnt 5, 10117 footwear and apparel

Governance
Marketing Investment Group Hungary Horvát u. 14-24 4.em.2, Budapest, Retailer of sports inspired 60%
Hungary Korlátolt Felelősségű 1027 footwear and apparel
Társaság*
Marketing Investment Group S.A. Poland ul. Prof. Michała Życzkowskiego 10, Retailer of sports inspired 60%
31-864 Kraków footwear and apparel
Marketing Investment Group Slovakia Michalská 7, 811 03 Bratislava Retailer of sports inspired 60%
Slovakia s. r. o.* footwear and apparel
Marshall Artist Holdings LimitedJ UK 97 Alderley Road, Wilmslow, Intermediate 25%
England, SK9 1PT holding company
MIG Marketing Investment Group Austria Mahlerstraße 13/1B, 1010 Vienna Retailer of sports inspired 60%
Austria GmbH* footwear and apparel
MIG Marketing Investment Group Germany Dr. Hans-Lebach-Str. 2, 15537 Erkner Retailer of sports inspired 60%
GmbH* footwear and apparel

Financial Statements
MIG Marketing Investment Group Romania Calea Floreasca 169, Corp P1, Etaj 3, Retailer of sports inspired 60%
RO SRL* Camera 10, Bucuresti 077190 footwear and apparel
MIG Wholesale spółka z o.o.* Poland ul. Prof. Michała Życzkowskiego 10, Wholesale of clothing 60%
31-864 and footwear
Millets Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Missy Empire Limited* UK 59a Knowsley Street, Dormant company 51%
Manchester, England, M8 8JF
Modern Casuals Ltd UK Hollinsbrook Way, Pilsworth, Dormant company 70%
Bury, Lancashire, BL9 8RR
Mrblancteeth Limited* UK Hollinsbrook Way, Pilsworth, Retailer of teeth 75%
Bury, Lancashire, BL9 8RR whitening products
myBox Spolka z.o.o* Poland Logistyczna 9, 26-060 Provide comprehensive 60%

Group Information
Chęciny, Poland support for logistics
processes
Nanny State Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Naylor's Equestrian LLP* UK Hollinsbrook Way, Pilsworth, Retailer of Equestrian 100%
Bury, Lancashire, BL9 8RR equipment
NiceKicks Holdings LLC* US 755 Jarvis Drive, Morgan Hill, Retailer of athletic footwear 80%
CA 95037 and streetwear apparel
Nicholas Deakins Limited UK Hollinsbrook Way, Pilsworth, Distributor of 100%
Bury, Lancashire, BL9 8RR fashion footwear
Oi-Polloi Limited UK Hollinsbrook Way, Pilsworth, Retail sale of clothing 80%
Bury, Lancashire, BL9 8RR in specialised stores
Old Brown Bag Clothing Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Onepointfive Ventures Limited* Canada 1200 Waterfront Centre, Retailer of fashion 80%
200 Burrard Street, Vancouver apparel and footwear
BC V6C 3L6
OneTrueSaxon Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Open Fashion Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
PCPONE* Ireland 3 Burlington Road, Dublin 4, Intermediate 100%
D04RD68, Republic of Ireland holding company
Pear Sports LLC* US 20371 Irvine Ave, Suite 120, Retailer of sports and 80%
Newport Beach, CA 92660 leisure inspired goods

JD Sports Fashion Plc Annual Report and Accounts 2022 215


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

35. Subsidiary Undertakings (continued)


Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
Peter Werth Limited* UK Suite 20, 196 Rose Street, Dormant company 100%
Edinburgh, Midlothian, EH2 4AT
PG2019 Limited UK Hollinsbrook Way, Pilsworth, Retailer of fashion 100%
Bury, Lancashire, BL9 8RR apparel and footwear
Pink Soda Limited UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
Premium Fashion Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Prevu Studio Limited UK Hollinsbrook Way, Pilsworth, Retail sale of clothing 100%
Bury, Lancashire, United Kingdom, in specialised stores
BL9 8RR
Prima Designer Limited* UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
Projekts NYC Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
PT JD Sports Fashion J Indonesia Erajaya Plaza, Jalan Bandengan Retailer of sports inspired 51%
Selatan Number 19–20, Kel. Pekojan, footwear and apparel
Kec. Tambora, Adm. City of West
Jakarta, DKI Jakarta Province, 11240
PT JD Sports Fashion Indonesia Erajaya Plaza, Jalan Bandengan Retailer of sports inspired 49%
DistributionJ Selatan Number 19–20, Kel. Pekojan, footwear and apparel
Kec. Tambora, Adm. City of West
Jakarta, DKI Jakarta Province, 11240
R.D. Scott Limited UK Hollinsbrook Way, Pilsworth, Retailer of fashion 100%
Bury, Lancashire, BL9 8RR apparel and footwear
Rascal Clothing Ltd UK Hollinsbrook Way, Pilsworth, Retailer of fashion 75%
Bury, Lancashire, BL9 8RR apparel and footwear
SDSR – Sports Division SR, S.A* Portugal Rua Joao Mendoça, nº 505, Retailer of sports 50%**
Matosinhos Freguesia, São Mamede and leisure goods
de Infesta e Senhora da Hora, 4464
503 Matosinhos, Portugal
SEA Sports Fashion SDN. BHD. Malaysia Level 19–01, Block B, Plaza Zurich, Retailer of sports inspired 60%
No. 12, Jalan Gelenggang, Bukit footwear and apparel
Damansara, 50490 Kuala Lumpur
Shoe Palace Corporation* US 755 Jarvis Drive, Morgan Hill, Retailer of athletic footwear 80%
CA 95037 and streetwear apparel
SIA Marketing Investment Latvia Rīga, Lienes iela 1–3, LV-1009 Retailer of sports inspired 60%
Group Latvia* footwear and apparel
Size? Limited UK Hollinsbrook Way, Pilsworth, Retailer of sports inspired 100%
Bury, Lancashire, BL9 8RR footwear and apparel
Sneaker Villa Inc* US 1300 Mercedes Drive Hanover MD Athletic footwear and 79%
21076 apparel streetwear retailer
Sonneti Fashions Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Source Lab Limited UK Hollinsbrook Way, Pilsworth, Design and distributor 85%
Bury, Lancashire, BL9 8RR of sportswear
South South East Limited UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
Spikes Holding LLC* US 3308 N. Mitthoeffer Rd. Dormant company 80%
Indianapolis, IN 46235
Spodis SA* France 96 R Du Pont Rompu, 59200 Retailer of sports 100%
Tourcoing, France and leisure goods

216 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
35. Subsidiary Undertakings (continued)
Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
Sport Zone Canarias (SL)* Spain Avenida el Paso, 10, 1º, Edificio Retailer of sports 30%**
Multiusos, Polígono Industrial Los and leisure goods

Governance
Majuelos, La Laguna 38201, Santa
Cruz de Tenerife, Spain
Sportiberica – Sociedade de Portugal Avenida das Indústrias, n.º 63, Retailer of sports 65%
Arigos de Desporto S.A. Agualva do Cacém, Sintra, Portugal and leisure goods
Sports Unlimited Retail BV* Netherlands Oosteinderweg 247 B 1432 AT Retailer of sports 50%
Aalsmeer, The Netherlands and leisure goods
Sprinter Megacentros Del Spain Polígono Industrial de las Atalayas, Retailer of sports 50%
Deporte SLU* Avenida Euro, N2, Alicante 03114, and leisure goods
Spain
Squirrel Sports Limited* UK Hollinsbrook Way, Pilsworth, Bury, Dormant company 80%
Lancashire, BL9 8RR
Terminus Bidco, Inc.* US 1300 Mercedes Drive Hanover MD Intermediate 80%
21076 holding company

Financial Statements
Tessuti Group Limited UK Hollinsbrook Way, Pilsworth, Intermediate 100%
Bury, Lancashire, BL9 8RR holding company
Tessuti Limited* UK Hollinsbrook Way, Pilsworth, Retailer of fashion 88%
Bury, Lancashire, BL9 8RR apparel and footwear
Tessuti Retail Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
The Alpine Group Limited* UK 41 Commercial Street, Leith, Intermediate 60%
Edinburgh, EH6 6JD holding company
The Couture Club Ltd*A UK 40–42 Matthews Street, Higher Retailer of fashion apparel 40%
Ardwick, Manchester, England,
M12 5BB
The Finish Line Distribution, Inc* US 3308 N. Mitthoeffer Rd. Indianapolis, Retailer of sports and 80%
IN 46235 leisure inspired goods

Group Information
The Finish Line MA, Inc* US 3308 N. Mitthoeffer Rd. Indianapolis, Dormant company 80%
IN 46235
The Finish Line Puerto Rico, Inc* US 3308 N. Mitthoeffer Rd. Indianapolis, Retailer of sports and 80%
IN 46235 leisure inspired goods
The Finish Line US 3308 N. Mitthoeffer Rd. Indianapolis, Retailer of sports and 80%
Transportation, Inc* IN 46235 leisure inspired goods
The Finish Line USA, Inc* US 3308 N. Mitthoeffer Rd. Indianapolis, Retailer of sports and 80%
IN 46235 leisure inspired goods
The Finish Line, Inc* US 3308 N. Mitthoeffer Rd. Indianapolis, Intermediate 80%
IN 46235 holding company
The Gym King UK Unit 6 Temple Point Bullerthorpe Intermediate 40%
(Holdings) LimitedJ Lane, Colton, Leeds, West Yorkshire, holding company
LS15 9JL
The Gym King GmbH*J Germany Adlerstraße 34, 90403 Nürnberg Online retailer and 40%
wholesaler of sports
inspired apparel
The Gym King IE Limited*J UK Unit 6 Temple Point Bullerthorpe Dormant company 40%
Lane, Colton, Leeds, West Yorkshire,
LS15 9JL
The Gym King Limited*J UK Unit 6 Temple Point Bullerthorpe Online retailer and 40%
Lane, Colton, Leeds, West Yorkshire, wholesaler of sports
LS15 9JL inspired apparel
The Gym King UK Unit 6 Temple Point Bullerthorpe Dormant company 40%
Wholesale Limited*J Lane, Colton, Leeds, West Yorkshire,
LS15 9JL

JD Sports Fashion Plc Annual Report and Accounts 2022 217


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED

35. Subsidiary Undertakings (continued)


Ownership
Place of Nature of business and voting
Name of subsidiary registration Registered address and operation rights interest
The John David Group Limited UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
The Watch Shop UK Hollinsbrook Way, Pilsworth, Retail sale of watches 100%
Holdings Limited* Bury, Lancashire, BL9 8RR and jewellery in
specialised stores
Tiso Group Limited UK 41 Commercial Street, Leith, Intermediate 60%
Edinburgh, EH6 6JD holding company
Topgrade Sportswear UK Hollinsbrook Way, Pilsworth, Dormant company 80%
Holdings Limited Bury, Lancashire, BL9 8RR
Topgrade Sportswear Limited* UK Hollinsbrook Way, Pilsworth, Retailer of sports inspired 80%
Bury, Lancashire, BL9 8RR footwear and apparel
UAB Marketing Investment Lithuania Gvazdikų g. 170, LT-10247 Vilnius Agency business for luxury 60%
Group Lietuva* childrenswear brands
Uggbugg Fashion Limited UK Hollinsbrook Way, Pilsworth, Retailer of fashion 51%
Bury, Lancashire, BL9 8RR apparel and footwear
Ultimate Outdoors Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Varsity Kit Limited* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Watch Shop Logistics Ltd* UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Weaver’s Door Ltd UK Hollinsbrook Way, Pilsworth, Dormant company 100%
Bury, Lancashire, BL9 8RR
Wellgosh Limited UK Hollinsbrook Way, Pilsworth, Retailer of fashion 100%
Bury, Lancashire, BL9 8RR apparel and footwear
Wheelbase Lakeland Limited UK Hollinsbrook Way, Pilsworth, Retail sale of sports goods, 78%
Bury, Lancashire, BL9 8RR fishing gear, camping
goods, boats and bicycles
X4L Gyms Limited* UK Hollinsbrook Way, Pilsworth, Operator of fitness centres 94%
Bury, Lancashire, BL9 8RR
XLR8 Sports Limited UK Hollinsbrook Way, Pilsworth, Retail sale of bicycles 100%
Bury, Lancashire, BL9 8RR
* Indirect holding of the Company
** Indirect holding of <50%. The following are entities owned by ISRG, and ISRG’s ownership and voting rights interest is presented in brackets:
Bodytone International Sport S.L., (50.1%), Deporvillage S.L. (80%), SDSR – Sports Division SR, S.A (100%), Sprinter Megacentros Del Deporte
SLU (94%), Sport Zone Canarias S.L. (60%). JD is deemed to control ISRG via its shareholding (50.01%) and Board of Director / Chairman
appointments, and subsequently deemed to control these subsidiaries via its control of ISRG.
A Associated undertaking.
J Joint venture.

218 JD Sports Fashion Plc Annual Report and Accounts 2022


COMPANY BALANCE SHEET

Strategic Report
As at 29 January 2022

As at As at
29 January 30 January
2022 2021
Note £m £m

Assets
Intangible assets C5 28.2 28.9

Governance
Property, plant and equipment C6 137.5 135.6
Right-of-use assets C7 445.2 366.9
Investment property C8 14.8 2.8
Investments in subsidiaries C9 947.0 532.2
Investments in associates and joint ventures C9 55.9 2.5
Trade and other receivables C11 512.2 –
Deferred tax assets C15 5.8 3.4
Total non-current assets 2,146.6 1,072.3
Stocks C10 192.4 193.0
Trade and other receivables C11 160.2 502.1

Financial Statements
Right of return assets 6.1 –
Cash and cash equivalents C12 572.2 398.0
Total current assets 930.9 1,093.1
Total assets 3,077.5 2,165.4
Liabilities
Creditors: amounts falling due within one year C13 (465.3) (436.0)
Lease liabilities C7 (73.3) (61.9)
Provisions C22 (8.9) –
Income tax liabilities (0.9) (8.9)
Total current liabilities (548.4) (506.8)
Creditors: amounts falling due after more than one year C14 (6.5) (8.0)

Group Information
Provisions C22 (10.9) –
Lease liabilities C7 (428.1) (371.2)
Total non-current liabilities (445.5) (379.2)
Total liabilities (993.9) (886.0)
Total assets less total liabilities 2,083.6 1,279.4
Capital and reserves
Issued ordinary share capital C16 2.6 2.4
Share premium C16 467.5 11.7
Share-based payment reserve C16 0.1 –
Retained earnings 1,613.4 1,265.3
Total equity 2,083.6 1,279.4

The profit for the year in the accounts of the Company is £363.0 million (2021: £130.1 million).

The Company has taken advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income
statement and related notes. The accompanying notes form part of these financial statements.

These financial statements were approved by the Board of Directors on 22 June 2022 and were signed on its behalf by:

N Greenhalgh
Director

Registered number: 1888425


JD Sports Fashion Plc Annual Report and Accounts 2022 219
COMPANY STATEMENT OF CHANGES IN EQUITY
For the 52 weeks ended 29 January 2022

Share-based
Ordinary share Share payments Retained Total
capital premium reserve earnings equity
£m £m £m £m £m

Balance at 1 February 2020 2.4 11.7 – 1,135.2 1,149.3


Profit for the period – – – 130.1 130.1
Total comprehensive income for the period – – – 130.1 130.1
Balance at 30 January 2021 2.4 11.7 – 1,265.3 1,279.4
Profit for the period – – – 363.0 363.0
Total comprehensive income for the period – – – 363.0 363.0
Dividends to equity holders – – – (14.9) (14.9)
Share-based payment charge – – 0.1 – 0.1
Issue of share capital 0.2 455.8 – – 456.0
Balance at 29 January 2022 2.6 467.5 0.1 1,613.4 2,083.6

The accompanying notes form part of these financial statements.

220 JD Sports Fashion Plc Annual Report and Accounts 2022


NOTES TO THE COMPANY FINANCIAL STATEMENTS

Strategic Report
C1. Basis of Preparation
The Parent Company financial statements of JD Sports Fashion Plc were prepared in accordance with Financial Reporting
Standard 101 Reduced Disclosure Framework (‘FRS 101’).

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of
International Accounting Standards in conformity with the requirements of UK-adopted International Accounting Standards
(‘Adopted IFRSs’), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out

Governance
below where advantage of the FRS 101 disclosure exemptions has been taken.

In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the
following disclosures:

– a Cash Flow Statement and related notes;


– comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment properties;
– disclosures in respect of transactions with wholly owned subsidiaries;
– disclosures in respect of capital management;
– the effects of new but not yet effective IFRSs;
– disclosures in respect of the compensation of Key Management Personnel; and
– disclosures of transactions with a management entity that provides key management personnel services to the Company.

As the consolidated financial statements of JD Sports Fashion Plc include the equivalent disclosures, the Company has also
taken advantage of the exemptions under FRS 101 available in respect of the following disclosures:

Financial Statements
– certain disclosures required by IAS 36 ‘Impairment of Assets’ in respect of the impairment of goodwill and indefinite life
intangible assets;
– certain disclosures required by IFRS 15 ‘Revenue from Contracts with Customers’ in respect of disaggregation of revenue
and performance obligations;
– certain disclosures required by IFRS 16 ‘Leases’ in respect of the Company acting as a lessor;
– certain disclosures required by IFRS 3 ‘Business Combinations’ in respect of business combinations undertaken by the
Company; and
– certain disclosures required by IFRS 13 ‘Fair Value Measurement’ and the disclosures required by IFRS 7 ‘Financial
Instrument Disclosures’.

The Company has taken advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income
statement and related notes.

Group Information
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in
these financial statements.

The financial statements have been prepared on a going concern basis under the historical cost convention except as
disclosed in the accounting policies in Note 1 of the Group financial statements. The preparation of financial statements in
conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement
or complexity, or areas where assumptions and estimates are significant to the financial statements are the same for the
Company as they are for the Group. For further details, see page 148 and 149 in the Group financial statements.

C2. Directors’ Remuneration


The remuneration of Executive Directors for both the Company and Group are disclosed in Note 5 of the Group financial statements.

C3. Auditor’s Remuneration


Fees payable to the Company’s Auditor for the audit of the Company and Group financial statements are disclosed in Note 3
of the Group financial statements.

JD Sports Fashion Plc Annual Report and Accounts 2022 221


NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

C4. Staff Numbers and Costs


The average number of persons employed by the Company (including Directors) during the period, analysed by category,
was as follows:

2022 2021

Sales and distribution 16,800 15,510


Administration 661 619
17,461 16,129
Full-time equivalents 11,239 10,388

The aggregate payroll costs of these persons were as follows:

52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Wages and salaries 266.3 188.4


Social security costs 19.3 13.7
Pension costs 3.9 3.6
Other employed staff costs 0.2 –
289.7 205.7

C5. Intangible Assets


Goodwill in the Company comprises the goodwill on acquisition of First Sport (£15.0 million) and Allsports (£0.9 million).

Brand licences in the Company comprise all brand licences Included in the Group table (Note 12) within the Sport Fashion
segment, with the exclusion of the Lotto and Umbro brand licences, which are held within Marketing Investment Group S.A.,
and the Missy Empire brand licence, which is included within Uggbugg Fashion Limited. Brand licences are stated at cost less
accumulated amortisation and impairment losses.

Brand names in the Company comprise all brand names included in the Group table (Note 12) within the Sport Fashion
segment, with the exclusion of the Duffer brand name, which is included within Duffer of St George Limited, and the
Doone brand name, which is included in the Sport Zone group.

Included within the amortisation charge for the period ended 29 January 2022 is accelerated amortisation of £0.4 million
(2021: £4.0 million) following a review of the useful economic life of certain items of software development capitalised.

Brand Brand Software


Goodwill licences names development Total
£m £m £m £m £m

Cost or valuation
At 30 January 2021 19.9 15.5 7.4 43.9 86.7
Additions – 5.2 – 2.6 7.8
At 29 January 2022 19.9 20.7 7.4 46.5 94.5
Amortisation and impairment
At 30 January 2021 4.0 13.2 7.4 33.2 57.8
Charge for the period – 0.8 – 7.7 8.5
At 29 January 2022 4.0 14.0 7.4 40.9 66.3
Net book value
At 29 January 2022 15.9 6.7 – 5.6 28.2
At 30 January 2021 15.9 2.3 – 10.7 28.9

222 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
C6. Property, Plant and Equipment
Included within the depreciation charge for the period ended 29 January 2022 is accelerated depreciation of £6.7 million
(2021: £16.5 million) following a review of the useful economic life of certain items of property, plant and equipment and
assets capitalised.

Improvements
to short

Governance
Land and leasehold Computer Fixtures and Motor
buildings properties equipment fittings vehicles Total
£m £m £m £m £m £m

Cost
At 30 January 2021 16.9 21.3 50.0 283.1 0.1 371.4
Additions – 3.6 8.9 33.1 – 45.6
Disposals – (0.5) (0.1) (3.3) – (3.9)
Reclassifications to other asset categories (3.9) (2.4) – – – (6.3)
At 29 January 2022 13.0 22.0 58.8 312.9 0.1 406.8
Depreciation and impairment
At 30 January 2021 3.1 19.0 43.8 169.8 0.1 235.8

Financial Statements
Charge for period 0.2 3.4 6.8 30.5 – 40.9
Disposals – (0.4) (0.1) (2.7) – (3.2)
Reclassifications to other asset categories 0.4 (4.6) – – – (4.2)
At 29 January 2022 3.7 17.4 50.5 197.6 0.1 269.3
Net book value
At 29 January 2022 9.3 4.6 8.3 115.3 – 137.5
At 30 January 2021 13.8 2.3 6.2 113.3 – 135.6

Group Information

JD Sports Fashion Plc Annual Report and Accounts 2022 223


NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

C7. Leases
The Company has adopted the same accounting policies as the Group in respect of IFRS 16 ‘Leases’ and adopted IFRS 16
on 3 February 2019. Details of the accounting policies applied from 3 February 2019 onwards can be found in Note 1 to the
Group financial statements on page 150 and Note 14 to the Group financial statements on page 179 and 180.

The Company leases assets including land and buildings, vehicles, machinery and IT equipment. Information about leases
for which the Company is a lessee is presented below.

Right-of-use assets
Vehicles and
Property equipment Total
£m £m £m

Cost
At 30 January 2021 509.0 3.0 512.0
Additions 132.5 – 132.5
Disposals (8.7) – (8.7)
Remeasurement adjustments 15.9 – 15.9
At 29 January 2022 648.7 3.0 651.7
Depreciation and impairment
At 30 January 2021 143.4 1.7 145.1
Depreciation charge for the period 64.5 0.6 65.1
Disposals (3.7) – (3.7)
At 29 January 2022 204.2 2.3 206.5
Net book value
At 29 January 2022 444.5 0.7 445.2
At 30 January 2021 365.6 1.3 366.9

Lease liabilities
As at 2022 As at 2021
£m £m

Maturity analysis – contractual undiscounted cash flows


Less than one year 79.7 76.4
One to five years 252.6 235.0
More than five years 224.7 190.2
Total undiscounted lease liabilities 557.0 501.6

Lease liabilities included in the Statement of Financial Position


Current 73.3 61.9
Non-current 428.1 371.2
Total 501.4 433.1

As at 29 January 2022, the weighted average discount rate applied to the lease portfolio of the Company is 2.7% (2021: 3.2%).

Amounts recognised in profit or loss


52 weeks to 52 weeks to
29 January 30 January
2022 2021
£m £m

Interest on lease liabilities 12.6 13.4


Variable lease payments not included in the measurement of lease liabilities 8.7 2.9
Income from sub-leasing right-of-use assets 0.1 0.1
Expenses relating to short-term leases and low-value leases 0.3 0.3
Impairment of right-of-use assets – 0.3

224 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
C8. Investment Property
Investment property, which is property held to earn rentals, is stated at cost less accumulated depreciation and impairment
losses. Investment property is depreciated over a period of 50 years on a straight-line basis, with the exception of freehold
land, which is not depreciated. The Company has not elected to revalue investment property annually but to disclose the
fair value below. An external valuation to determine the fair value is prepared every three years by persons having the
appropriate professional experience. When an external valuation is not prepared, an annual assessment is conducted

Governance
using internal expertise.

£m

Cost
At 30 January 2021 4.8
Additions 7.8
Reclassifications from other asset categories 3.9
At 29 January 2022 16.5
Depreciation and impairment
At 30 January 2021 2.0
Charge for period 0.1

Financial Statements
Reclassifications to other asset categories (0.4)
At 29 January 2022 1.7
Net book value
At 29 January 2022 14.8
At 30 January 2021 2.8

The investment properties brought forward relate to properties leased to Focus Brands Limited (£4.2 million) and Kukri Sports
Limited (£0.6 million). These properties remain investment properties from the Company perspective as at 29 January 2022.
Based on an external valuation prepared as at 31 December 2021, the fair value of these investment properties as at that date
was £5.8 million.

During the year ended 29 January 2022, the Company purchased the freehold of two sites which trade as Go Outdoors Retail
Limited (cost of £7.8 million). A further site leased to Go Outdoors Retail Limited, previously recognised as land and buildings

Group Information
within property, plant and equipment, has been reclassified into investment property (cost £3.9 million). The Directors
consider the cost of these properties to represent current fair value. Additionally, an amount of £0.4 million in accumulated
depreciation has been reclassified to property, plant and equipment.

The rental income from investment properties recognised in the Company accounts is £0.6 million (2021: £0.3 million).

The Directors do not consider the investment properties to be impaired as the future rental income supports the carrying value.

JD Sports Fashion Plc Annual Report and Accounts 2022 225


NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

C9. Investments in Subsidiaries, Associates and Joint Ventures


In the Company’s accounts, all investments in subsidiary undertakings, associates and joint ventures are stated at cost less
provisions for impairment losses. A list of subsidiaries is disclosed in Note 35 of the Group financial statements.

Investments in subsidiaries
£m

Cost
At 30 January 2021 621.4
Additions 429.6
Disposals (see note below) (12.3)
At 29 January 2022 1,038.7
Impairment
At 30 January 2021 89.2
Impairments 2.5
At 29 January 2022 91.7
Net book value
At 29 January 2022 947.0
At 30 January 2021 532.2

The additions to investments in subsidiaries in the current year comprise the following. Unless otherwise stated, the
investment is 100% owned.

£m

Genesis Topco Inc – 80% 175.8


Marketing Investment Group S.A. – 60% 66.0
Cosmos Sports Commercial, Hotel and Tourism Société Anonyme – 80% 65.0
XLR8 Sports Limited 36.8
Hairburst Holding Group Limited – 75% 26.2
Wheelbase Lakeland Limited – 77.5% 22.2
80s Casual Classics Limited – 70% 15.4
Uggbugg Fashion Limited – 51% 11.7
Iberian Sports Retail Group S.L. – 50.01% (see note below) 8.2
Other 2.3
Total additions 429.6

During the financial period ended 29 January 2022, the share capital of Sports Unlimited Retail B.V. (a 100% owned subsidiary)
was sold by JD Sports Fashion Plc to Iberian Sports Retail Group S.L. (a 50.01% owned subsidiary). The transfer was a common
control transaction and resulted in the disposal of JD Sports Fashion Plc’s investment in Sports Unlimited Retail B.V. of
£12.3 million and an additional investment by JD Sports Fashion Plc in Iberian Sports Retail Group S. L. of £8.2 million.

226 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
C9. Investments in Subsidiaries, Associates and Joint Ventures (continued)
Investments in associates and joint ventures
Associates Joint ventures 2022
£m £m £m

Cost and net book value


At 30 January 2021 2.5 – 2.5

Governance
Additions 29.5 27.6 57.1
Share of profit 2.8 0.4 3.2
Dividends (6.9) – (6.9)
At 29 January 2022 27.9 28.0 55.9

Details of the amounts included in the table above are disclosed in Note 15 of the Group financial statements. Investments in
associates and joint ventures in the Company comprise all those included in the Group table (Note 15), with the exclusion of
the investment in The Couture Club Limited (£0.3 million), which is held by 2Squared Agency Limited.

C10. Stocks
2022 2021
£m £m

Financial Statements
Finished goods and goods for resale 192.4 193.0

The Company has £22.5 million (2021: £19.7 million) of stock provisions at the end of the period. Cost of inventories includes
a net charge of £7.6 million (2021: £7.3 million) in relation to net provisions recognised against inventories. £9.2 million of
the inventory provision was utilised during the period against the write down of inventory (2021: £6.6 million). There were
no reversals of inventory write downs in either the current or prior period.

Included within inventories is £2.4 million of deferred supplier rebates (2021: £1.6 million).

C11. Trade and Other Receivables


2022 2021
£m £m

Current assets
Trade receivables 5.9 5.1

Group Information
Other receivables 21.8 1.0
Prepayments and accrued income 30.9 24.5
Amounts owed by other Group companies 101.6 471.5
160.2 502.1

2022 2021
£m £m

Non-current assets
Amounts owed by other Group companies 509.7 –
Forward contract assets 2.5 –
512.2 –

The Directors have assessed and concluded at the reporting date that a portion of receivables due from other Group companies
is expected to be realised in more than 12 months from the date of the Statement of Financial Position. As such, the assets
have been categorised accordingly.

JD Sports Fashion Plc Annual Report and Accounts 2022 227


NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

C11. Trade and Other Receivables (continued)


A summary of the Company’s exposure to credit risk for trade receivables is as follows:

2022 2021
Gross Provision Net Gross Provision Net
£m £m £m £m £m £m

Not past due 4.0 – 4.0 0.7 – 0.7


Past due 0–30 days 0.7 – 0.7 1.3 – 1.3
Past due 30–60 days 0.6 – 0.6 0.6 – 0.6
Past 60 days 0.9 (0.3) 0.6 2.8 (0.3) 2.5
6.2 (0.3) 5.9 5.4 (0.3) 5.1

At 29 January 2022, the exposure to credit risk for trade receivables by geographic region was as follows:

As at As at
29 January 30 January
2022 2021
Total Total
Trade receivables £m £m

UK 4.2 4.3
Europe 1.2 0.8
Rest of world 0.8 0.3
Total 6.2 5.4

At 29 January 2022, the exposure to credit risk for trade receivables by type of counter-party was as follows:

As at As at
29 January 30 January
2022 2021
Total Total
Trade receivables £m £m

Supplier rebates 3.2 5.4


Amounts owed by associates and joint ventures 0.2 –
Other 2.8 –
Total 6.2 5.4

At 29 January 2022, the carrying amount of the Company’s most significant customer was £0.4 million (2021: £1.7 million).

A summary of the Company’s exposure to credit risk for trade receivables is as follows:

Weighted Gross
average loss carrying Loss Credit
rate amount allowance impaired
As at 29 January 2022 % £m £m £m

Not past due – 4.0 – –


Past due 0–30 days – 0.7 – –
Past due 30–60 days – 0.6 – –
Past due 61–90 days – 0.6 – –
More than 90 days past due 100% 0.3 (0.3) –
Total 4.8% 6.2 (0.3) –

228 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
C11. Trade and Other Receivables (continued)
Weighted Gross
average loss carrying Loss Credit
rate amount allowance impaired
As at 30 January 2021 % £m £m £m

Not past due – 0.7 – –

Governance
Past due 0 – 30 days – 1.3 – –
Past due 30 – 60 days – 0.6 – –
Past due 61 – 90 days – 0.3 – –
More than 90 days past due 12.0% 2.5 (0.3) –
Total 5.6% 5.4 (0.3) –

Movement on this provision is shown below:

£m

At 30 January 2021 0.3


Created –
At 29 January 2022 0.3

Financial Statements
Amounts Owed by Other Group Companies
The amounts owed by other Group companies is after recognising a provision of £76.8 million (2021: £114.8 million) against
the balances outstanding at the end of the period.

A summary of the Company’s exposure to credit risk for receivables due from other Group companies is as follows:

Weighted Gross
average loss carrying Loss Credit
rate amount allowance impaired
As at 29 January 2022 % £m £m £m

Repayable on demand (current) –% 101.6 – –


Repayable on demand (non-current) 13.1% 586.5 (76.8) –
Total 11.2% 688.1 (76.8) –

Group Information
Weighted Gross
average loss carrying Loss Credit
rate amount allowance impaired
As at 30 January 2021 % £m £m £m

Repayable on demand (current) 19.6% 586.3 (114.8) –

The other classes within trade and other receivables do not contain impaired assets.

C12. Financial Instruments


Financial Assets
The currency profile of cash and cash equivalents is shown below:

2022 2021
£m £m

Cash and cash equivalents 572.2 398.0


Sterling 340.3 265.9
Euros 18.0 39.1
US Dollars 200.1 79.9
Australian Dollars 7.6 5.4
Other 6.2 7.7
572.2 398.0

JD Sports Fashion Plc Annual Report and Accounts 2022 229


NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

C12. Financial Instruments (continued)


Credit Risk
The Company has provided guarantees on working capital and other banking facilities entered into by Spodis SA (€1.6 million)
and Kukri Sports Limited and Kukri GB Limited (£1.0 million). In addition, the syndicated committed £700 million bank facility,
which was in place as at 29 January 2022, encompassed cross guarantees between the Company, Blacks Outdoor Retail
Limited, Tessuti Limited, Go Outdoors Retail Limited, The Finish Line Inc, The Finish Line USA Inc, Genesis Holdings Inc,
Genesis Topco Inc, Shoe Palace Corporation, Terminus Bidco Inc, DTLR Villa LLC, Genesis Finco Limited, Focus Brands Limited
and Focus International Limited, to the extent to which any of these companies were overdrawn. As at 29 January 2022, these
facilities were drawn down by £nil (2021: £nil).

Fair Values
The fair values together with the carrying amounts shown in the Balance Sheet as at 29 January 2022 are as follows:

Carrying Fair
amount value
2022 2022
Note £m £m

Trade and other receivables C11 639.0 639.0


Cash and cash equivalents 572.2 572.2
Trade and other creditors – current (397.8) (397.8)
Trade and other creditors – non-current (6.5) (6.5)
806.9 806.9
Unrecognised gains – –

Fair Value Hierarchy


For information on Company balances which are categorised at the same level as for the Group, see Note 21. In addition,
investment property held in the Company of £14.8 million (2021: £2.8 million) is categorised as Level 3 within the fair
value hierarchy.

C13. Creditors: Amounts Falling Due Within One Year


2022 2021
£m £m

Trade creditors 163.0 199.2


Other creditors and accrued expenses 234.4 184.0
Refund liabilities 11.8 11.9
Other tax and social security costs 22.4 9.1
Amounts payable to other Group companies 33.7 31.8
465.3 436.0

C14. Creditors: Amounts Falling Due After More Than One Year
2022 2021
£m £m

Other creditors and accrued expenses 6.5 8.0

C15. Deferred Tax Assets and Liabilities


Recognised Deferred Tax Assets and Liabilities
Deferred tax assets and liabilities are attributable to the following:

Assets Assets Liabilities Liabilities Net Net


2022 2021 2022 2021 2022 2021
£m £m £m £m £m £m

Property, plant and equipment 1.8 1.1 – – 1.8 1.1


Other 4.0 2.3 – – 4.0 2.3
Tax assets/(liabilities) 5.8 3.4 – – 5.8 3.4

230 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
C15. Deferred Tax Assets and Liabilities (continued)
Movement in Deferred Tax during the Period
Property, plant
and equipment Other Total
£m £m £m

Balance at 1 February 2020 (1.2) 2.2 1.0

Governance
Recognised in income 2.3 0.1 2.4
Balance at 30 January 2021 1.1 2.3 3.4
Recognised in income 0.7 1.7 2.4
Balance at 29 January 2022 1.8 4.0 5.8

The Finance Bill 2021 included an increase to the UK corporation tax rate to 25% from 19% from 1 April 2023 for certain
companies. This increase was substantially enacted on 24 May 2021. Under IAS 12, deferred tax is required to be calculated
using rates that have been substantively enacted at the Balance Sheet date. Consequently, the deferred tax asset and liability
have been calculated based on a rate of 25%.

We are closely monitoring the Organisation for Economic Co-operation and Development’s Two Pillar Solution to Address the
Tax Challenges arising from the Digitalisation of the Economy, which are expected to be enacted in 2022 with application from

Financial Statements
1 January 2023. The accounting implications under IAS 12 will be determined when the relevant legislation is available.

C16. Capital
Issued ordinary share capital, share premium and the share-based payment reserve for both the Company and Group are
disclosed in Note 25 of the Group financial statements.

C17. Dividends
After the reporting date, the dividend proposed by both Company and Group Directors is disclosed in Note 27 of the Group
financial statements.

C18. Commitments
As at 29 January 2022, the Company had entered into contracts to purchase property, plant and equipment as follows:

2022 2021

Group Information
£m £m

Contracted 8.2 8.0

In December 2021, the Company signed a contract with ABG Reebok LLC to license the Reebok brand in various territories.
The agreement is subject to terms and conditions and was not effective until after the 29 January 2022 financial year-end.
As a result, the Company has not recognised an intangible asset for the use of the brand on the Balance Sheet at 29 January
2022 or a liability for the discounted contractual minimum royalty payments under the initial 10 year term of £73.1 million.

C19. Related Party Transactions and Balances


Transactions and balances with each category of related parties during the period are shown below. Transactions were
undertaken in the ordinary course of business on an arm’s length basis. Outstanding balances are unsecured (unless
otherwise stated) and will be settled in cash.

Transactions with Related Parties Who Are Not Members of the Group
Pentland Group Limited
During the period, the Company entered into the following transactions with Pentland Group Limited:

Expenditure Expenditure
Income from with related Income from with related
related parties parties related parties parties
2022 2022 2021 2021
£m £m £m £m

Purchase of inventory – (18.1) – (26.0)


Marketing costs 0.1 – – –
Other income – (0.1) – –

JD Sports Fashion Plc Annual Report and Accounts 2022 231


NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

C19. Related Party Transactions and Balances (continued)


Transactions with Related Parties Who Are Not Members of the Group (continued)
At the end of the period, the Company had the following balances outstanding with Pentland Group Limited:

Amounts owed Amounts owed Amounts owed Amounts owed


by related to related by related to related
parties parties parties parties
2022 2022 2021 2021
£m £m £m £m

Trade receivables/(payables) 0.1 (0.3) – (0.1)

Associates and Joint Ventures


During the period, the Company entered into the following transactions with its associates and joint ventures:

Expenditure Expenditure
Income from with related Income from with related
related parties parties related parties parties
2022 2022 2021 2021
£m £m £m £m

Purchase of inventory – (5.1) – –


Dividends and distributions received 6.9 – – –

At the end of the period, the Company had the following balances outstanding with its associates and joint ventures:

Amounts owed Amounts owed Expenditure


by related to related Income from with related
parties parties related parties parties
2022 2022 2021 2021
£m £m £m £m

Other receivables 0.2 – – –


Trade payables – (0.1) – –

Other receivables from associates and joint ventures relate to costs incurred by the Company on behalf of these entities,
which have then been recharged.

£25,000 of invoices from Cowgill Holloway Business Recovery LLP in respect of professional fees were accrued in the
financial year ended 29 January 2022 and paid post year-end (2021: £3,300). Peter Cowgill is indirectly a member of this
Limited Liability Partnership through his membership of Cowgill Holloway LLP who are then a member of Cowgill Holloway
Business Recovery LLP. Peter Cowgill does not participate in any profit share arrangement relating to either Cowgill Holloway
LLP or Cowgill Holloway Business Recovery LLP. In addition, Cowgill Holloway LLP (including member firms of Cowgill
Holloway LLP) has acted on behalf of certain vendors where the Group has ultimately completed an acquisition. Where this
has occurred, there has been no monetary payments between the Group and Cowgill Holloway LLP (including its member
firms).

Transactions with Related Parties Who Are Members of the Group


Subsidiaries
In the disclosure that follows, the Company has applied the exemptions available under FRS 101 in respect of transactions with
wholly owned subsidiaries.

Loans represent historic intercompany balances and initial investment in subsidiary undertakings to enable them to purchase
other businesses. For subsidiaries with a non-controlling interest, these long-term loans attract interest at the UK base rate
plus an applicable margin.

Other intercompany balances and trade receivables/payables relate to:

– the sale and purchase of stock between the Company and its subsidiaries on arm’s length terms;
– the charge for the use of the JD IP; and
– recharges for administrative overhead and distribution costs.

Other intercompany balances are settled a month in arrears. These balances do not accrue interest. In certain circumstances
where the subsidiaries have not repaid these balances, they have been reclassified to long-term loans, and therefore accrue
interest as applicable.

232 JD Sports Fashion Plc Annual Report and Accounts 2022


Strategic Report
C19. Related Party Transactions and Balances (continued)
Transactions with Related Parties Who Are Members of the Group (continued)
During the period, the Company entered into the following transactions with subsidiaries not wholly owned:

Expenditure Expenditure
Income from with related Income from with related
related parties parties related parties parties

Governance
2022 2022 2021 2021
£m £m £m £m

Sale/(purchase) of inventory 96.0 (0.9) 150.5 (1.4)


Interest receivable 3.8 – 4.0 –
Dividend income received 9.0 – 3.8 –
Rental income 0.1 – 0.1 –
IP licence fee 38.3 – 28.9 –
Management charge receivable 3.5 – 2.3 –

At the end of the period, the Company had the following balances outstanding with subsidiaries not wholly owned:

Amounts owed Amounts owed Amounts owed Amounts owed


by related to related by related to related

Financial Statements
parties parties parties parties
2022 2022 2021 2021
£m £m £m £m

Non-trading loan receivable 85.9 – 50.2 –


Non-trading loan receivable (interest-bearing) 142.4 – 111.5 –
Trade receivables 26.4 – 22.5 –
Other intercompany balances 0.1 (0.1) – (3.4)
Income tax group relief 8.0 – 0.6 –

C20. Contingent Liabilities


The activities of the Company are overseen by a number of regulators and, whilst the Company strives to ensure full compliance
with all its regulatory obligations, periodic reviews are inevitable which may result in a financial penalty. If the risk of a financial

Group Information
penalty arising from one of these reviews is more than remote but not probable or cannot be measured reliably then the
Company will disclose this matter as a contingent liability. If the risk of a financial penalty is considered probable and can be
measured reliably then the Company would make a provision for this matter.

CMA Investigation
On 23 September 2021, the Competition and Markets Authority (CMA) launched an investigation under section 25 of the
Competition Act 1998 (‘CA98’) into suspected breaches of competition law by Leicester City Football Club Limited and
JD Sports Fashion Plc, together with their affiliates. JD continues to co-operate fully with the CMA. The CMA has not reached
a view as to whether there is sufficient evidence of an infringement of competition law for it to issue a statement of objections
or, ultimately, an infringement decision, to any party under investigation. Therefore, at this stage, it is not possible to determine
with sufficient certainty that a liability will ultimately arise. Indeed, not all cases result in the CMA issuing a statement of
objections or an infringement decision. The CMA has indicated that it will publish a further update in September 2022.

Guarantees
Where the Company enters into contracts to guarantee the indebtedness of other companies within its Group, the Company
treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be
required to make a payment under the guarantee.

The Company has provided the following guarantees:

– Guarantee on the working capital facilities and bonds and guarantees in Spodis SA of €1.6 million (2021: €6.6 million).
– Guarantee on the working capital facilities in Kukri Sports Limited and Kukri GB Limited of £1.0 million (2021: £1.0 million).
– Guarantee to Kiddicare Properties Limited in relation to the rental commitments on four stores assigned to Blacks Outdoor
Retail Limited. The total value of the remaining rental commitments at 29 January 2022 was £0.2 million (2021: £1.3 million).
– Guarantee on loan facility with HSBC in JD Australia of 1.1 million AUD (2021: 1.1 million AUD).
– Guarantee on rental commitments for JD Sports Fashion BV in relation to warehouse rental costs. The total value of the
remaining commitments at 29 January 2022 was £37.1 million (2021: £nil).
– Guarantee on overdraft facility with Lloyds for Tiso Limited of £5.7 million (2021: £5.7 million).

JD Sports Fashion Plc Annual Report and Accounts 2022 233


NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

C21. Ultimate Parent Company


The immediate parent undertaking is Pentland Group (Trading) Limited, a company registered in England and Wales.
R S Rubin and his close family are considered the ultimate controlling party by virtue of their control of Pentland Group
Holdings Limited (a company registered in Jersey). Consolidated financial statements will be prepared by Pentland Group
Holdings Limited, which is the parent undertaking of the smallest and largest group of undertakings to consolidate these
financial statements for the year ended 31 December 2021. The consolidated financial statements of Pentland Group
Holdings Limited can be obtained from the company’s registered office at 26 New Street, St Helier, Jersey, JE2 3RA.
The consolidated financial statements of JD Sports Fashion Plc are available to the public and may be obtained from
The Company Secretary, JD Sports Fashion Plc, Hollinsbrook Way, Pilsworth, Bury, BL9 8RR or online at www.jdplc.com.

C22. Provisions
A provision is recognised in the Consolidated Statement of Financial Position when the Company has a present legal or
constructive obligation as a result of a past event, it is more likely than not that an outflow of economic benefits will be
required to settle the obligation and the obligation can be estimated reliably.

Property Provision
Within property provisions, management has provided for expected dilapidations on stores and warehouses. This provision
covers expected dilapidation costs for any lease considered onerous, any related to stores recently closed, stores which are
planned to close or at risk of closure and those under contract but not currently in use. Management maintain all properties
to a high standard and carry out repairs whenever necessary during their tenure. Therefore, if there is no risk of closure, any
provision would be minimal and management do not consider it necessary to hold dilapidations for these properties.

Other Provision
Included in other provisions is £2.0 million in respect of the CMA’s ongoing investigation into the sale of the Rangers FC
branded replica football shirts. This provision represents management’s best estimate of the liability payable in respect of
this matter, including associated legal costs, based on the information available to it at the date of approving these financial
statements which includes consideration of the provisional Statement of Objections which the CMA issued on 7 June 2022.
The CMA’s findings are, at this stage, only provisional and the Company will review them with its advisors. The CMA will
consider any representations that are made before issuing its final findings and accordingly the amount to be settled
could be materially different to the amount provided. The CMA has not yet confirmed when it will release its final
decision on this matter but the Company currently expects to this to occur within 12 months of the date of approval
of these financial statements along with any related outflows.

The remaining balance in other provisions is made up of various other trade provisions and legal costs. The provisions are
estimated based on accumulated experience, supplier communication and management approved forecasts.

Property Other
provision provision Total
£m £m £m

Balance at 1 February 2020 and 30 January 2021 – – –


Provisions reclassified from accruals 6.5 13.8 20.3
Provisions released during the year (0.7) (6.4) (7.1)
Provisions created during the year 5.3 4.3 9.6
Provisions utilised during the year (0.2) (2.8) (3.0)
Balance at 29 January 2022 10.9 8.9 19.8

The £5.3 million of property provision created in the year relates to the provision for expected dilapidations for the UK
Distribution Centre and across a number of stores in the portfolio.

£4.8 million of the other provisions released the year arises following settlement of an ongoing legal case during the year.
The £4.3 million of other provisions created in the year relates to various trade provisions and legal costs.

Provisions have been analysed between current and non-current as follows:

2022 2021
£m £m

Current 8.9 –
Non-current 10.9 –
19.8 –

C23. Post Balance Sheet Events


Please refer to Note 34 in the Group accounts for disclosure of the post Balance Sheet events impacting JD Sports Fashion Plc.

234 JD Sports Fashion Plc Annual Report and Accounts 2022


FINANCIAL CALENDAR

Strategic Report
Annual General Meeting Friday, 22 July 2022
Period End (52 Weeks) Saturday, 28 January 2023

Governance
SHAREHOLDER INFORMATION

Financial Statements
Registered office Financial advisors Principal bankers Solicitors
JD Sports Fashion Plc and stockbrokers Barclays Bank Plc Addleshaw Goddard LLP
Hollinsbrook Way Investec Bank plc 43 High Street 1 St. Peter’s Square
Pilsworth 30 Gresham Street Sutton Manchester M2 3DE
Bury London EC2V 7QP Surrey SM1 1DR
Linklaters LLP
Lancashire BL9 8RR
Peel Hunt LLP One Silk Street

Group Information
7th Floor London EC2Y 8HQ
100 Liverpool Street
London EC2M 2AT

Company number Financial public relations Registrars Auditor


Registered in England Finsbury Glover Hering Equiniti Limited KPMG LLP
and Wales, The Adelphi Aspect House 1 St. Peter’s Square
Number 1888425 1-11 John Adam Street Spencer Road Manchester M2 3AE
London WC2N 6HT Lancing
West Sussex BN99 6DA

JD Sports Fashion Plc Annual Report and Accounts 2022 235


FIVE YEAR RECORD (UNAUDITED)
53 weeks to 52 weeks to 52 weeks to 52 weeks to 52 weeks to
3 February 2 February 1 February 30 January 29 January
2018 2019 2020 2021 2022
£m £m £m (iv) £m £m

Revenue 3,161.4 4,717.8 6,110.8 6,167.3 8,563.0


Cost of sales (1,629.8) (2,474.5) (3,236.0) (3,205.7) (4,355.0)
Gross profit 1,531.6 2,243.3 2,874.8 2,961.6 4,208.0
Selling and distribution expenses (1,080.5) (1,632.9) (2,020.2) (2,126.4) (2,808.1)
Administrative expenses – normal (144.7) (253.6) (348.6) (381.2) (413.4)
Administrative expenses – exceptional (12.9) (15.3) (90.3) (97.3) (292.5)
Administrative expenses (157.6) (268.9) (438.9) (478.5) (705.9)
Other operating income 2.4 4.7 10.9 28.3 27.2
Operating profit 295.9 346.2 426.6 385.0 721.2
Before exceptional items 308.8 361.5 516.9 482.3 1,013.7
Exceptional items (12.9) (15.3) (90.3) (97.3) (292.5)
Operating profit before financing 295.9 346.2 426.6 385.0 721.2
Financial income 0.6 1.2 1.7 1.5 1.4
Financial expenses (2.0) (7.5) (79.8) (62.5) (67.9)
Profit before tax 294.5 339.9 348.5 324.0 654.7
Income tax expense (58.1) (75.7) (97.8) (94.8) (195.1)
Profit for the period 236.4 264.2 250.7 229.2 459.6
Attributable to equity holders of the parent 231.9 261.8 246.1 224.3 369.7
Attributable to non-controlling interest 4.5 2.4 4.6 4.9 89.9
Basic earnings per ordinary share (i)
4.77p 5.38p 5.06p 4.61p 7.17p
Adjusted basic earnings per ordinary share (i)(ii)
5.03p 5.69p 6.85p 6.44p 12.84p
Dividends per ordinary share(i)(iii) 0.33p 0.34p 0.06p 0.29p 0.35p
(i) Basic and adjusted earnings per ordinary share and dividends per ordinary share have been adjusted to reflect the share sub-division effective
30 November 2021, as if the event had occurred at the beginning of the earliest period presented.
(ii) Adjusted basic earnings per ordinary share is based on earnings excluding the post-tax effect of certain exceptional items (see Note 10).
(iii) Represents dividends declared for the year. Under IFRS, dividends are only accrued when approved.
(iv) 52 weeks to 1 February 2020 reflects the application of IFRS 16 ‘Leases’ for the first time, impacting operating profit and financial expenses.

236 JD Sports Fashion Plc Annual Report and Accounts 2022


Consultancy, design and production
© JD Sports Fashion Plc 2022 www.luminous.co.uk

You might also like