Diploma in Corporate Finance Corporate Finance Strategy ...

Diploma in Corporate F inance

Corporate F inance St ra tegy & Ad vice

In format ion Bookle t Date of exam Monday 20 June 2016 Part 1: 1:00 pm – 1:55 pm Information Booklet & Examination Paper Part 2: 2:00 pm – 5:00 pm Answer Book Notes to candidates Time allowed: 55 minutes Part 1: Candidates will be provided with an Information Booklet and the examination question paper. Candidates have one hour in which to review the information booklet and questions. During this time, candidates may annotate the information book. The examination has been prepared on the assumption that candidates will not have any detailed knowledge of the type of organisation to which it refers. No additional merit will be accorded to those candidates displaying such knowledge. Part 2: The Answer Book will be distributed at 1.55 pm and the candidates should open and begin

writing in the answer book when instructed.

Candidates should distinguish clearly between formal answers (including appendices) and any working papers. © Chartered Institute for Securities & Investment 2016 © ICAEW 2016 All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, or any information storage or retrieval system without prior permission from the Chartered Institute for Securities & Investment.

Please turn over when instructed

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Table of Contents

Information Book

Pages Contents 3 Sports Direct Capital IQ spreadsheets: Financials 4 – 28 Sports Direct Capital IQ spreadsheets: Comparable Company Information 29 - 35 Sports Direct Capital IQ spreadsheets: Estimates 36 – 43 Sports Direct Annual Report 2015 (Pages 1 – 36) 44 – 74 Guardian Newspaper Article 75 – 77 Sample Share Prices 78 – 79 JD Sports Capital IQ spreadsheets: Financials 80 - 104 JD Sports Capital IQ spreadsheets: Comparable Company Information 105 - 110 JD Sports Capital IQ spreadsheets: Estimates 111 - 117 JD Sports Annual Report 2015 (extracts) 118 - 145 Guardian Newspaper Article 146 - 148 Sample Share Prices 149 - 150

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Data Provided by

Historical Equity Pricing Data supplied by

Sports Direct Capital IQ spreadsheets: Financials

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Sports Direct International plc (LSE:SPD) > Financials > Key StatsIn Millions of the trading currency, except per share items. Currency: Trading Currency Conversion: Historical

Order: Latest on Right Units: S&P Capital IQ (Default)Decimals: Capital IQ (Default) Dilution: Basic

Key Financials¹

For the Fiscal Period Ending 12 months

Apr-29-2012A

12 months

Apr-28-2013A

12 months

Apr-27-2014A

12 months

Apr-26-2015A

LTM²

12 months

Oct-25-2015A

12 months†

Apr-30-2016E

12 months

Apr-30-2017E

12 months

Apr-30-2018E

Currency GBP GBP GBP GBP GBP GBP GBP GBP

Total Revenue 1,835.8 2,185.6 2,706.0 2,832.6 2,833.3 2,822.43 3,002.98 3,111.43

Growth Over Prior Year 14.8% 19.1% 23.8% 4.7% 1.4% (0.36%) 6.40% 3.61%

Gross Profit 744.3 894.8 1,154.9 1,240.8 1,254.1 - - -

Margin % 40.5% 40.9% 42.7% 43.8% 44.3% - - -

EBITDA 213.2 264.5 317.9 373.6 382.0 378.1 396.5 413.98

Margin % 11.6% 12.1% 11.7% 13.2% 13.5% 13.40% 13.20% 13.31%

EBIT 150.7 211.9 254.1 298.0 298.7 - - -

Margin % 8.2% 9.7% 9.4% 10.5% 10.5% - - -

Earnings from Cont. Ops. 105.6 151.7 179.6 241.4 273.5 - - -

Margin % 5.8% 6.9% 6.6% 8.5% 9.7% - - -

Net Income 106.2 151.6 180.2 240.4 271.2 - - -

Margin % 5.8% 6.9% 6.7% 8.5% 9.6% - - -

Diluted EPS Excl. Extra Items³ 0.17 0.24 0.29 0.39 0.44 0.36 0.37 0.4

Growth Over Prior Year 19.9% 46.1% 19.7% 33.6% 43.3% (3.02%) 2.17% 6.86%

Same Store Sales Growth % 0.7% 10.6% 10.5% 7.4% NA - - -

Currency GBP GBP GBP GBP GBP GBP GBP GBPExchange Rate 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Conversion Method H H H H H S S S

¹All results are taken from the most recently filed statement for each period. When there has been more than one, earlier filings can be viewed on the individual statement pages.²Growth rates for the LTM period are calculated against the LTM period ending 12 months before.³All forward period figures are consensus mean estimates provided by the brokers and may not be on a comparable basis as financials.†Growth rates for forward periods are calculated against prior period estimates or actual pro forma results as disclosed on the Estimates Consensus page.

Growth Rates are calculated in originally reported currency only and will not reflect any currency conversion selected above.

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Latest Capitalization (Millions of GBP)

Currency GBP

Share Price 3.48 Shares Out. 596.4

Market Capitalization 2,075.6

- Cash & Short Term Investments 163.3 + Total Debt 183.6 + Pref. Equity -+ Total Minority Interest (1.2) = Total Enterprise Value (TEV) 2,094.7

Book Value of Common Equity 1,291.5 + Pref. Equity -+ Total Minority Interest (1.2) + Total Debt 183.6 = Total Capital 1,474.0

**For companies that have multiple share classes that publicly trade, we are incorporating the different prices to calculate our company level market capitalization. Please click on the value to see the detailed calculation. Prices shown on this page are the close price of the company’s primary stock class. Shares shown on this page are

total company as-reported share values.

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Total Liability includes Total Debt, Minority Interest and Pref. Equity.Net Liability includes Total Liability, net of Cash and Short Term Investments.TEV includes Market Cap and Net Liability.Total Capital includes Common Equity and Total Liability.

Valuation Multiples based on Current Capitalization


Apr-26-2015A

LTM

12 months

Oct-25-2015A

12 months

Apr-30-2016E

12 months

Apr-30-2017E

12 months

Apr-30-2018E

TEV/Total Revenue 0.8x 0.7x 0.74x 0.70x 0.67x

TEV/EBITDA 5.7x 5.4x 5.55x 5.29x 5.07x

TEV/EBIT 7.1x 6.9x - - -

P/Diluted EPS Before Extra 8.9x 8.0x 9.62x 9.41x 8.81x

P/BV 1.8x 1.6x - - -

Price/Tang BV 2.3x 1.9x - - -

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Sports Direct International plc (LSE:SPD) > Financials > Income Statement

In Millions of the reported currency, except per share items. Template: Standard Restatement: Latest FilingsPeriod Type: Annual Order: Latest on RightCurrency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)

Income Statement

For the Fiscal Period Ending

Reclassified

12 months

Apr-24-2011

Reclassified

12 months

Apr-29-2012

Reclassified

12 months

Apr-28-2013

Reclassified

12 months

Apr-27-2014

12 months

Apr-26-2015

LTM

12 months

Oct-25-2015

Currency GBP GBP GBP GBP GBP GBP

Revenue 1,599.2 1,835.8 2,185.6 2,706.0 2,832.6 2,833.3 Other Revenue - - - - - - Total Revenue 1,599.2 1,835.8 2,185.6 2,706.0 2,832.6 2,833.3

Cost Of Goods Sold 940.3 1,091.5 1,290.8 1,551.0 1,591.7 1,579.2 Gross Profit 658.9 744.3 894.8 1,154.9 1,240.8 1,254.1

Selling General & Admin Exp. 525.0 594.6 685.4 902.6 938.4 951.1 R & D Exp. - - - - - -Depreciation & Amort. - - - - - -Amort. of Goodwill and Intangibles 2.8 4.4 4.7 6.8 12.7 12.7 Other Operating Expense/(Income) (5.3) (5.3) (7.2) (8.6) (8.3) (8.4)

Other Operating Exp., Total 522.4 593.6 682.9 900.8 942.8 955.4

Operating Income 136.5 150.7 211.9 254.1 298.0 298.7

Interest Expense (4.7) (6.0) (7.2) (8.1) (6.8) (3.9) Interest and Invest. Income 0.4 0.6 2.6 7.9 15.1 64.0 Net Interest Exp. (4.2) (5.4) (4.6) (0.2) 8.2 60.1

Income/(Loss) from Affiliates 0 0.6 1.3 2.3 3.0 2.9 Currency Exchange Gains (Loss) (1.7) 3.6 (2.0) (11.2) 7.3 30.6 Other Non-Operating Inc. (Exp.) - 2.3 - - - - EBT Excl. Unusual Items 130.5 151.7 206.6 245.0 316.5 392.2

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Impairment of Goodwill (0.2) - - - (5.3) (37.8) Gain (Loss) On Sale Of Invest. (9.5) (5.8) - - - -Asset Writedown - - - (5.5) (8.0) (8.0) Legal Settlements (3.1) - - - - -Other Unusual Items 1.1 5.6 0.6 - 10.3 4.5 EBT Incl. Unusual Items 118.8 151.5 207.2 239.5 313.4 351.0

Income Tax Expense 35.6 45.9 55.6 59.8 72.1 77.4 Earnings from Cont. Ops. 83.2 105.6 151.7 179.6 241.4 273.5

Earnings of Discontinued Ops. - - - - - -Extraord. Item & Account. Change - - - - - - Net Income to Company 83.2 105.6 151.7 179.6 241.4 273.5

Minority Int. in Earnings 1.0 0.6 (0.1) 0.6 (1.0) (2.3) Net Income 84.2 106.2 151.6 180.2 240.4 271.2

Pref. Dividends and Other Adj. - - - - - -

NI to Common Incl Extra Items 84.2 106.2 151.6 180.2 240.4 271.2

NI to Common Excl. Extra Items 84.2 106.2 151.6 180.2 240.4 271.2

Per Share Items

Basic EPS 0.15 0.19 0.27 0.31 0.41 0.46 Basic EPS Excl. Extra Items 0.15 0.19 0.27 0.31 0.41 0.46 Weighted Avg. Basic Shares Out. 568.6 568.6 569.0 585.5 592.3 592.4

Diluted EPS 0.14 0.17 0.24 0.29 0.39 0.44 Diluted EPS Excl. Extra Items 0.14 0.17 0.24 0.29 0.39 0.44 Weighted Avg. Diluted Shares Out. 604.1 635.8 620.8 618.2 616.5 623.5

Normalized Basic EPS 0.15 0.17 0.23 0.26 0.33 0.41 Normalized Diluted EPS 0.14 0.15 0.21 0.25 0.32 0.39

Dividends per Share NA NA NA NA NA NA

Shares per Depository Receipt 2.0 2.0 2.0 2.0 2.0 2.0

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Supplemental Items

EBITDA 199.2 213.2 264.5 317.9 373.6 382.0 EBITA 139.2 155.0 216.6 260.9 310.7 310.5 EBIT 136.5 150.7 211.9 254.1 298.0 298.7 EBITDAR 284.6 311.1 354.2 439.8 512.1 NAEffective Tax Rate % 29.9% 30.3% 26.8% 25.0% 23.0% 22.1% Total Current Taxes 42.3 53.2 60.8 57.3 79.2 79.2 Total Deferred Taxes (6.8) (7.3) (5.2) 2.6 (7.1) (7.1)

Normalized Net Income 82.5 95.4 129.1 153.7 196.9 242.8 Non-Cash Pension Expense 0.4 0.2 0.5 0.5 0.3 -Filing Date Aug-10-2012 Jul-18-2013 Aug-28-2014 Jul-16-2015 Jul-16-2015 Dec-10-2015Restatement Type RC RC RC RC O OCalculation Type REP REP REP REP REP LTM

Supplemental Operating Expense Items

Net Rental Exp. 85.4 98.0 89.8 121.9 138.5 NAImputed Oper. Lease Interest Exp. 11.6 21.5 19.7 23.8 30.3 -Imputed Oper. Lease Depreciation 73.7 76.4 70.1 98.1 108.2 -

Stock-Based Comp., SG&A Exp. 10.6 20.6 22.2 11.9 10.1 10.1 Stock-Based Comp., Unallocated - - - - - 4.9 Stock-Based Comp., Total 10.6 20.6 22.2 11.9 10.1 15.0

Note: For multiple class companies, per share items are primary class equivalent, and for foreign companies listed as primary ADRs, per share items are ADR-equivalent.

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Sports Direct International plc (LSE:SPD) > Financials > Balance SheetIn Millions of the reported currency, except per share items. Template: Standard Restatement: Latest Filings

Period Type: Annual Order: Latest on RightCurrency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)

Balance Sheet

Balance Sheet as of: Restated

Apr-24-2011 Apr-29-2012 Apr-28-2013 Apr-27-2014 Apr-26-2015 Oct-25-2015


ASSETS

Cash And Equivalents 60.5 78.7 147.4 151.0 78.3 163.3 Total Cash & ST Investments 60.5 78.7 147.4 151.0 78.3 163.3

Accounts Receivable 49.7 44.6 58.0 68.3 78.4 212.7 Other Receivables 4.2 9.4 8.8 19.1 80.5 - Total Receivables 53.9 54.0 66.8 87.4 158.9 212.7

Inventory 217.9 316.8 447.0 565.5 517.1 633.1 Prepaid Exp. 37.8 29.9 29.3 35.7 31.8 -Other Current Assets - 5.9 18.0 4.4 92.2 62.8 Total Current Assets 370.2 485.3 708.4 843.9 878.3 1,071.9

Gross Property, Plant & Equipment 574.3 687.2 744.8 873.5 924.3 -Accumulated Depreciation (338.2) (374.2) (412.7) (461.2) (501.6) - Net Property, Plant & Equipment 236.1 313.0 332.0 412.4 422.7 443.4

Long-term Investments 91.4 76.1 79.8 158.3 178.9 260.9 Goodwill 110.8 121.7 129.8 153.5 156.5 -Other Intangibles 94.2 103.4 110.6 101.6 98.8 216.6 Deferred Tax Assets, LT 13.4 32.6 48.0 31.1 38.4 43.7 Other Long-Term Assets - - - - - -Total Assets 916.2 1,132.2 1,408.6 1,700.7 1,773.7 2,036.4

LIABILITIES

Accounts Payable 95.7 155.5 170.1 239.5 170.1 422.2 Accrued Exp. 96.2 87.1 117.5 142.3 153.2 -Short-term Borrowings 11.9 9.2 5.7 5.7 0.8 -Curr. Port. of LT Debt 1.3 0.1 50.1 350.5 0.4 0.8 Curr. Port. of Cap. Leases 0.0 0.0 - - - -Curr. Income Taxes Payable 32.1 44.0 56.3 32.3 34.9 37.5 Other Current Liabilities 48.9 41.8 32.7 29.0 23.3 7.1 Total Current Liabilities 286.2 337.7 432.3 799.2 382.6 467.6

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Long-Term Debt 194.9 213.8 245.6 6.8 136.8 182.8 Capital Leases 1.3 0.8 0.0 - - -Pension & Other Post-Retire. Benefits 16.2 19.3 19.9 15.4 14.9 11.7 Def. Tax Liability, Non-Curr. 28.2 25.8 25.0 24.0 40.1 38.1 Other Non-Current Liabilities 58.3 62.9 41.1 37.8 37.7 45.8 Total Liabilities 585.1 660.3 763.9 883.2 612.1 746.1

Common Stock 64.1 64.1 64.1 64.1 64.1 64.1 Additional Paid In Capital 874.4 874.4 874.4 874.4 874.4 874.4 Retained Earnings 440.9 600.4 752.0 931.8 1,181.5 1,380.0 Treasury Stock (91.2) (113.5) (120.6) (69.5) (69.5) (90.0) Comprehensive Inc. and Other (957.4) (952.9) (924.9) (979.7) (886.1) (937.0) Total Common Equity 330.7 472.4 644.9 821.1 1,164.4 1,291.5

Minority Interest 0.4 (0.5) (0.3) (3.5) (2.8) (1.2)

Total Equity 331.1 471.9 644.7 817.6 1,161.6 1,290.3

Total Liabilities And Equity 916.2 1,132.2 1,408.6 1,700.7 1,773.7 2,036.4

Supplemental Items

Total Shares Out. on Filing Date 576.6 598.6 598.5 592.3 592.3 592.4 Total Shares Out. on Balance Sheet Date 576.6 598.6 598.5 592.3 592.3 592.4 Book Value/Share 0.57 0.79 1.08 1.39 1.97 2.18 Tangible Book Value 125.7 247.2 404.5 566.0 909.0 1,074.9 Tangible Book Value/Share 0.22 0.41 0.68 0.96 1.53 1.81 Total Debt 209.4 223.9 301.4 363.0 138.1 183.6 Net Debt 148.9 145.2 154.0 212.0 59.7 20.3 Debt Equiv. of Unfunded Proj. Benefit Obligation 16.2 19.3 19.9 15.4 14.9 NADebt Equivalent Oper. Leases 683.0 783.8 718.2 975.4 1,107.9 NATotal Minority Interest 0.4 (0.5) (0.3) (3.5) (2.8) (1.2) Equity Method Investments 38.3 29.5 32.1 41.8 38.1 48.1 Inventory Method FIFO FIFO FIFO Avg Cost Avg Cost NARaw Materials Inventory 3.3 4.1 3.9 0.1 0.0 NAWork in Progress Inventory 0.7 0.9 NA NA NA NAFinished Goods Inventory 214.0 311.8 443.1 565.3 517.1 NALand 125.6 219.5 237.5 322.4 323.4 NAMachinery 327.1 343.0 387.3 425.9 470.6 NALeasehold Improvements - 124.6 120.0 125.3 130.4 -Full Time Employees 18,210 19,000 24,000 28,000 27,000 NAAccum. Allowance for Doubtful Accts 4.7 4.1 6.7 8.3 7.2 NAFiling Date Aug-10-2012 Jul-18-2013 Aug-28-2014 Jul-16-2015 Jul-16-2015 Dec-10-2015Restatement Type RS NC NC NC O OCalculation Type REP REP REP REP REP REPNote: For multiple class companies, total share counts are primary class equivalent, and for foreign companies listed as primary ADRs, total share counts are ADR-equivalent.

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Sports Direct International plc (LSE:SPD) > Financials > Cash Flow


Cash Flow


Reclassified

12 months

Apr-24-2011

12 months

Apr-29-2012

12 months

Apr-28-2013

12 months

Apr-27-2014

12 months

Apr-26-2015

LTM

12 months

Oct-25-2015


Net Income 84.2 106.2 151.6 180.2 240.4 271.2

Depreciation & Amort. 59.9 58.2 47.9 57.0 62.9 71.5 Amort. of Goodwill and Intangibles 2.8 4.4 4.7 6.8 12.7 11.8 Depreciation & Amort., Total 62.7 62.5 52.6 63.8 75.6 83.3

(Gain) Loss From Sale Of Assets 0 1.7 (0.6) - 0.1 (12.6) (Gain) Loss On Sale Of Invest. 12.2 7.1 - - - -Asset Writedown & Restructuring Costs 0.2 2.5 2.2 5.8 5.3 38.1 (Income) Loss on Equity Invest. 0.0 (0.6) (1.3) (2.3) (3.0) (2.9) Stock-Based Compensation 10.6 20.6 22.2 11.9 10.1 15.0 Other Operating Activities 9.1 2.2 15.4 12.7 (22.3) (89.8) Change in Acc. Receivable 10.7 17.7 (6.6) (18.2) (66.4) (45.4) Change In Inventories 0.9 (80.2) (102.0) (52.5) 49.3 22.9 Change in Acc. Payable (6.3) 25.6 (19.0) (34.4) (52.3) (35.7) Change in Other Net Operating Assets - - - - - - Cash from Ops. 184.3 165.4 114.4 167.1 237.0 244.0

Capital Expenditure (20.5) (129.4) (48.2) (67.3) (97.3) (162.9) Sale of Property, Plant, and Equipment 1.0 1.3 0.1 - 21.2 44.0 Cash Acquisitions - (26.2) (46.9) (15.4) (3.8) (3.7) Divestitures 1.0 - - - - -Sale (Purchase) of Intangible assets (1.5) (2.9) (1.7) (1.8) (2.9) (3.0) Invest. in Marketable & Equity Securt. - (0.5) (0.1) (14.1) 1.2 46.9 Net (Inc.) Dec. in Loans Originated/Sold - - - - - -Other Investing Activities 5.9 1.9 2.6 2.5 3.9 4.6 Cash from Investing (14.0) (155.8) (94.3) (96.1) (77.9) (74.0)

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Short Term Debt Issued - - - - - -Long-Term Debt Issued 190.9 160.4 405.0 300.9 127.0 -Total Debt Issued 190.9 160.4 405.0 300.9 127.0 192.8

Short Term Debt Repaid - - - - - -Long-Term Debt Repaid - (143.3) (323.9) (348.5) (347.0) -Total Debt Repaid - (143.3) (323.9) (348.5) (347.0) (299.5)

Issuance of Common Stock 0.0 0.0 - - - -Repurchase of Common Stock - - (21.7) - - -

Total Dividends Paid - - - - - -

Special Dividend Paid - - - - - -Other Financing Activities (7.2) (6.0) (7.2) (19.8) (6.8) (3.9) Cash from Financing 183.7 11.2 52.1 (67.3) (226.9) (110.6)

Net Change in Cash 353.9 20.8 72.2 3.6 (67.8) 59.4

Supplemental Items

Cash Interest Paid 7.2 6.0 7.2 8.1 6.8 3.9 Cash Taxes Paid 27.3 41.3 44.7 55.7 77.7 77.5 Levered Free Cash Flow 184.0 (0.2) 46.5 95.0 (1.3) 50.1 Unlevered Free Cash Flow 186.9 3.5 51.0 100.1 3.0 52.5 Change in Net Working Capital (50.3) 41.5 106.3 65.3 168.7 66.7 Net Debt Issued 190.9 17.1 81.0 (47.5) (220.0) (106.7) Filing Date Aug-10-2012 Jul-18-2013 Aug-28-2014 Jul-16-2015 Jul-16-2015 Dec-10-2015Restatement Type RC NC NC NC O OCalculation Type REP REP REP REP REP LTM

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Sports Direct International plc (LSE:SPD) > Financials > Multiples

View: Data Frequency: QuarterlyOrder: Latest on Right Decimals: Capital IQ (Default)Dilution: Basic

Multiples Detail In Millions of the reported currency, except per share items.

For Quarter Ending Sep-30-2014 Dec-31-2014 Mar-31-2015 Jun-30-2015 Sep-30-2015 Dec-31-2015 Mar-24-2016

TEV/LTM Total Revenue Average 1.67x 1.48x 1.52x 1.47x 1.64x 1.43x 0.87xHigh 2.01x 1.61x 1.68x 1.62x 1.73x 1.65x 1.17xLow 1.43x 1.33x 1.36x 1.35x 1.55x 1.19x 0.74x

Close 1.43x 1.57x 1.36x 1.59x 1.61x 1.22x 0.74x

TEV/NTM Total Revenues Average - 1.34x 1.44x 1.37x 1.54x 1.33x 0.84xHigh - 1.48x 1.57x 1.50x 1.63x 1.55x 1.16xLow - 1.19x 1.29x 1.25x 1.44x 1.12x 0.72x

Close - 1.46x 1.29x 1.48x 1.52x 1.16x 0.72x

TEV/LTM EBITDA Average 14.15x 12.40x 12.67x 12.21x 12.56x 10.70x 6.39xHigh 17.24x 13.54x 13.98x 13.46x 13.56x 12.43x 8.63xLow 12.05x 11.23x 11.31x 11.23x 11.73x 8.74x 5.44x

Close 12.05x 13.11x 11.31x 13.24x 12.14x 8.99x 5.44x

TEV/NTM EBITDA Average - 10.13x 10.69x 10.02x 10.91x 9.17x 6.06xHigh - 11.10x 11.68x 10.96x 11.53x 10.78x 7.83xLow - 9.05x 9.60x 9.21x 10.29x 7.61x 5.41x

Close - 10.95x 9.60x 10.78x 10.53x 7.83x 5.42x

TEV/LTM EBIT Average 17.64x 15.49x 15.93x 15.35x 15.74x 13.43x 8.16xHigh 21.43x 16.89x 17.58x 16.92x 17.05x 15.56x 11.01xLow 15.03x 14.01x 14.21x 14.11x 14.68x 11.16x 6.95x

Close 15.03x 16.48x 14.21x 16.65x 15.19x 11.48x 6.95x

P/LTM EPS Average 24.23x 21.88x 22.59x 21.72x 20.59x 16.84x 9.40xHigh 28.43x 23.96x 25.03x 24.06x 24.24x 19.88x 12.72xLow 21.18x 19.66x 20.04x 19.89x 18.88x 12.89x 7.99x

Close 21.18x 23.40x 20.04x 23.64x 19.41x 13.26x 7.99x

P/NTM EPS Average - 16.49x 17.46x 16.06x 17.82x 15.02x 10.51xHigh - 18.21x 19.34x 17.52x 18.95x 17.60x 13.21xLow - 14.56x 15.46x 14.70x 16.71x 12.84x 9.37x

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Close - 18.00x 15.46x 17.22x 17.19x 13.21x 9.51x

P/LTM Normalized EPS Average 28.43x 25.98x 28.43x 27.35x 25.30x 20.28x 10.51xHigh 33.87x 29.75x 31.51x 30.28x 30.51x 24.29x 14.21xLow 24.75x 22.97x 25.23x 25.04x 23.07x 14.41x 8.94x

Close 24.75x 29.46x 25.23x 29.77x 23.71x 14.82x 8.94x

P/BV Average 5.08x 4.48x 4.13x 3.97x 4.02x 3.35x 1.88xHigh 5.86x 5.05x 4.58x 4.40x 4.43x 3.94x 2.54xLow 4.46x 3.92x 3.67x 3.64x 3.75x 2.57x 1.60x

Close 4.46x 4.28x 3.67x 4.33x 3.85x 2.65x 1.60x

P/Tangible BV Average 7.46x 6.42x 5.58x 5.37x 5.20x 4.24x 2.26xHigh 9.00x 7.32x 6.18x 5.94x 5.99x 5.05x 3.05xLow 6.47x 5.30x 4.95x 4.91x 4.80x 3.09x 1.92x

Close 6.47x 5.78x 4.95x 5.84x 4.93x 3.18x 1.92x

TEV/LTM Unlevered FCF Average 43.06x 39.26x NM NM NM 65.45x 46.85xHigh 47.02x 43.15x NM NM NM 67.67x 63.24xLow 38.40x 35.78x NM NM NM 64.10x 39.90x

Close 38.40x NM NM NM NM 65.91x 39.90x

Market Cap/LTM Levered FCF Average 43.17x 39.17x NM NM NM 68.23x 48.73xHigh 47.33x 43.26x NM NM NM 70.56x 65.91xLow 38.25x 35.50x NM NM NM 66.81x 41.44x

Close 38.25x NM NM NM NM 68.71x 41.44x

Average multiples are calculated using positive close values on each trading day within the frequency periods selected. Negative values are excluded from the calculation. When the Multiples are not meaningful, due to negative values, then they will not be displayed in the chart.

When a mismatch exists between the currency of the equity listing and the reported financial results such results are translated into the currency of the listing at the exchange rate applicable on the financial period end date.


16 of 150

Sports Direct International plc (LSE:SPD) > Financials > Historical Capitalization

In Millions of the trading currency, except per share items. Frequency: Quarterly Order: Latest on RightCurrency: Trading Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)Dilution: Basic

Historical Capitalization

Balance Sheet as of:

Apr-28-2013 Oct-27-2013 Apr-27-2014 Oct-26-2014 Apr-26-2015 Oct-25-2015

Pricing as of* Jul-18-2013 Dec-12-2013 Aug-28-2014 Dec-11-2014 Jul-16-2015 Dec-10-2015


Capitalization Detail

Share Price 6.38 6.74 7.2 6.66 7.37 5.92 Shares Out. 598.5 616.5 592.3 592.3 592.3 596.4

Market Capitalization 3,818.2 4,154.9 4,264.5 3,944.7 4,362.2 3,533.9

- Cash & Short Term Investments 147.4 164.5 151.0 106.1 78.3 163.3 + Total Debt 301.4 347.8 363.0 292.6 138.1 183.6 + Pref. Equity - - - - - -+ Total Minority Interest (0.3) (12.3) (3.5) (2.9) (2.8) (1.2) = Total Enterprise Value (TEV) 3,971.9 4,325.9 4,472.9 4,128.3 4,419.2 3,553.0

Book Value of Common Equity 644.9 759.1 821.1 983.9 1,164.4 1,291.5 + Pref. Equity - - - - - -+ Total Minority Interest (0.3) (12.3) (3.5) (2.9) (2.8) (1.2) + Total Debt 301.4 347.8 363.0 292.6 138.1 183.6 = Total Capital 946.1 1,094.6 1,180.5 1,273.6 1,299.6 1,474.0

* Pricing as of the filing date of the balance sheet period end date. For TEV calculation purposes on this page Capital IQ only uses balance sheet components from the original filing that is publicly available as of a given pricing date and does not use restated balance sheet data from a later filing. In the cases where a company did not disclose balance sheet values for a particular period, TEV is calculated using balance sheet components from the last reported balance sheet as of this date. The table above is organized along period end dates.


17 of 150

Sports Direct International plc (LSE:SPD) > Financials > Capital Structure Summary

In Millions of the reported currency, except ratios and % of Total

values. Restatement: Latest Filings

Period Type: AnnualCurrency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)Order: Latest on Right

Capital Structure Data


Currency GBP GBP GBP

Units Millions % of Total Millions % of Total Millions % of Total

Total Debt 363.0 30.7% 138.1 10.6% 183.6 12.5%

Total Common Equity 821.1 69.6% 1,164.4 89.6% 1,291.5 87.6%

Total Minority Interest (3.5) (0.3%) (2.8) (0.2%) (1.2) (0.1%)

Total Capital 1,180.5 100.0% 1,299.6 100.0% 1,474.0 100.0%

Debt Summary Data




Total Revolving Credit 294.7 81.2% 0.8 0.6% 0.8 0.4%

Total Term Loans 68.2 18.8% 137.2 99.4% 137.2 74.7%

Total Principal Due 363.0 100.0% 138.1 100.0% 138.1 75.2%

Total Adjustments - - - - 45.6 24.8%

Total Debt Outstanding 363.0 100.0% 138.1 100.0% 183.6 100.0%

Available Credit

Undrawn Revolving Credit - - 988.0 - - -

Total Undrawn Credit - - 988.0 - - -

Additional Totals

Total Cash & ST Investments 151.0 - 78.3 - 163.3 -

Net Debt 212.0 - 59.7 - 20.3 -

Total Senior Debt 363.0 100.0% 138.1 100.0% 138.1 75.2%

Total Short-Term Borrowings 5.7 1.6% 0.8 0.6% - -

Curr. Port. of LT Debt/Cap. Leases 350.5 96.6% 0.4 0.3% 0.8 0.4%

12 months Apr-27-2014 12 months Apr-26-2015 3 months Oct-25-2015

12 months Apr-27-2014 12 months Apr-26-2015 3 months Oct-25-2015

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Long-Term Debt (Incl. Cap. Leases) 6.8 1.9% 136.8 99.1% 182.8 99.6%

Total Bank Debt 363.0 100.0% 138.1 100.0% 138.1 75.2%

Total Unsecured Debt 363.0 100.0% 138.1 100.0% 138.1 75.2%

Variable Rate Debt 269.7 74.3% 138.1 100.0% 138.1 75.2%

Credit Ratios

Net Debt/EBITDA 0.7x - 0.2x - 0.1x -

Total Debt/EBITDA 1.1x - 0.4x - 0.5x -

Total Senior Debt/EBITDA 1.1x - 0.4x - 0.4x -

Net Debt/(EBITDA-CAPEX) 0.8x - 0.2x - 0.1x -

Total Debt/(EBITDA-CAPEX) 1.4x - 0.5x - 0.9x -

Total Senior Debt/(EBITDA-CAPEX) 1.4x - 0.5x - 0.7x -

Fixed Payment Schedule

LT Debt (Incl. Cap. Leases) Due +1 356.0 98.1% 1.2 0.8% - -





LT Debt (Incl. Cap. Leases) Due, Next 5 Yrs 363.0 100.0% 138.1 100.0% - -

Operating Lease Commitment Due +1 99.0 - 121.7 - - -





Operating Lease Commitment Due, Next 5 Yrs 428.2 - 518.8 - - -

Operating Lease Commitment Due, After 5 Yrs 242.3 - 330.1 - - -

Sub-Lease Income +1 5.8 - 3.2 - - -





Sub-Lease Income, Next 5 Yrs 23.6 - 14.1 - - -

Sub-Lease Income, After 5 Yrs 22.4 - 10.1 - - -

Contractual Obligations Due +1 252.5 - 170.1 - - -

Contractual Obligations Due + 2 0.1 - - - - -

Contractual Obligations Due, Next 5 Yrs 252.6 - 170.1 - - -

Total Contractual Obligations 252.6 - 170.1 - - -

Interest Rate Data

Filing Date Jul-16-2015 - Jul-16-2015 - Dec-10-2015 -

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Sports Direct International plc (LSE:SPD) > Financials > Capital Structure Details

Principal Due in Millions of the

reported currency. Period Type: Annual

Source: A 2015 filed Jul-16-2015Currency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)

FY 2015 (Apr-26-2015) Capital Structure As Reported Details

Description Type Principal Due (GBP)

Coupon/Base

Rate Floating Rate Maturity Seniority Secured Convertible

Repayment

Currency

Bank and Other Loans Term Loans 137.2 NA NA - Senior No No GBPBank Overdrafts Revolving Credit 0.8 NA NA Apr-25-2011 Senior No No GBPCommitted Unsecured Revolving Facility Agreement

Revolving Credit - NA NA - Senior No No GBP

Working Capital Facility Revolving Credit - NA NA - Senior No No GBP

FY 2014 (Apr-27-2014) Capital Structure As Reported Details


Coupon/Base


Repayment

Currency

Bank and Other Loans * Term Loans 68.2 NA NA - Senior No No GBPBank Overdrafts Revolving Credit 5.7 NA NA Apr-25-2011 Senior No No GBPRevolving Facility Agreement * Revolving Credit 214.0 NA NA Mar-06-2015 Senior No No GBP

Revolving Facility Agreement with Barclays Bank Pl *

Revolving Credit 50.0 NA NA Mar-06-2015 Senior No No GBP

Revolving Facility Agreement with Handelsbanken Plc *

Revolving Credit 25.0 NA NA Mar-06-2015 Senior No No GBP

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Sports Direct International plc (LSE:SPD) > Financials > Ratios

Restatement: Latest Filings Period Type: AnnualOrder: Latest on Right Decimals: Capital IQ (Default)

Ratios


Apr-24-2011

12 months

Apr-29-2012

12 months

Apr-28-2013

12 months

Apr-27-2014

12 months

Apr-26-2015

LTM

12 months

Oct-25-2015

Profitability

Return on Assets % 9.1% 9.2% 10.4% 10.2% 10.7% 9.6% Return on Capital % 15.0% 15.2% 16.1% 14.9% 15.0% 13.6% Return on Equity % 28.2% 26.3% 27.2% 24.6% 24.4% 24.1% Return on Common Equity % 28.6% 26.4% 27.1% 24.6% 24.2% 23.8%

Margin Analysis

Gross Margin % 41.2% 40.5% 40.9% 42.7% 43.8% 44.3% SG&A Margin % 32.8% 32.4% 31.4% 33.4% 33.1% 33.6% EBITDA Margin % 12.5% 11.6% 12.1% 11.7% 13.2% 13.5% EBITA Margin % 8.7% 8.4% 9.9% 9.6% 11.0% 11.0% EBIT Margin % 8.5% 8.2% 9.7% 9.4% 10.5% 10.5% Earnings from Cont. Ops Margin % 5.2% 5.8% 6.9% 6.6% 8.5% 9.7% Net Income Margin % 5.3% 5.8% 6.9% 6.7% 8.5% 9.6% Net Income Avail. for Common Margin % 5.3% 5.8% 6.9% 6.7% 8.5% 9.6% Normalized Net Income Margin % 5.2% 5.2% 5.9% 5.7% 6.9% 8.6% Levered Free Cash Flow Margin % 11.5% (0.0%) 2.1% 3.5% (0.0%) 1.8% Unlevered Free Cash Flow Margin % 11.7% 0.2% 2.3% 3.7% 0.1% 1.9%

Asset Turnover

Total Asset Turnover 1.7x 1.8x 1.7x 1.7x 1.6x 1.5x Fixed Asset Turnover 6.3x 6.7x 6.8x 7.3x 6.8x 6.7x Accounts Receivable Turnover 32.8x 39.0x 42.6x 42.9x 38.6x 15.0x Inventory Turnover 4.3x 4.1x 3.4x 3.1x 2.9x 2.5x

Short Term Liquidity

Current Ratio 1.3x 1.4x 1.6x 1.1x 2.3x 2.3x Quick Ratio 0.4x 0.4x 0.5x 0.3x 0.6x 0.8x Cash from Ops. to Curr. Liab. 0.6x 0.5x 0.3x 0.2x 0.6x 0.5x Avg. Days Sales Out. 11.1 9.5 8.5 8.5 9.4 24.3 Avg. Days Inventory Out. 84.5 90.9 107.7 118.8 123.8 148.5 Avg. Days Payable Out. 44.4 39.1 41.7 44.6 48.3 100.1 Avg. Cash Conversion Cycle 51.2 61.3 74.5 82.6 84.9 72.7

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Long Term Solvency

Total Debt/Equity 63.2% 47.4% 46.7% 44.4% 11.9% 14.2% Total Debt/Capital 38.7% 32.2% 31.9% 30.7% 10.6% 12.5% LT Debt/Equity 59.2% 45.5% 38.1% 0.8% 11.8% 14.2% LT Debt/Capital 36.3% 30.8% 26.0% 0.6% 10.5% 12.4% Total Liabilities/Total Assets 63.9% 58.3% 54.2% 51.9% 34.5% 36.6%

EBIT / Interest Exp. 29.3x 25.3x 29.4x 31.3x 43.5x 77.3x EBITDA / Interest Exp. 42.8x 35.8x 36.8x 39.2x 54.6x 98.8x (EBITDA-CAPEX) / Interest Exp. 38.4x 14.1x 30.0x 30.9x 40.4x 56.7x Total Debt/EBITDA 1.1x 1.1x 1.1x 1.1x 0.4x 0.5x Net Debt/EBITDA 0.7x 0.7x 0.6x 0.7x 0.2x 0.1x Total Debt/(EBITDA-CAPEX) 1.2x 2.7x 1.4x 1.4x 0.5x 0.8x Net Debt/(EBITDA-CAPEX) 0.8x 1.7x 0.7x 0.8x 0.2x 0.1x

Altman Z Score 3.84 4.21 4.66 5.7 7.48 6.51

Growth Over Prior Year

Total Revenue 10.2% 14.8% 19.1% 23.8% 4.7% 1.4% Gross Profit 11.8% 13.0% 20.2% 29.1% 7.4% 4.0% EBITDA 69.2% 7.0% 24.1% 20.2% 17.5% 15.5% EBITA 98.2% 11.3% 39.7% 20.5% 19.1% 15.1% EBIT 102.6% 10.4% 40.6% 19.9% 17.3% 13.9% Earnings from Cont. Ops. (6.7%) 26.9% 43.6% 18.4% 34.4% 45.8% Net Income (5.9%) 26.2% 42.7% 18.9% 33.4% 44.8% Normalized Net Income 25.5% 15.6% 35.3% 19.1% 28.0% 63.9% Diluted EPS before Extra (5.6%) 19.9% 46.1% 19.7% 33.6% 43.3%

Accounts Receivable 3.9% (10.3%) 30.1% 17.8% 14.8% 28.1% Inventory (0.4%) 45.4% 41.1% 26.5% (8.6%) (3.4%) Net PP&E (12.9%) 32.6% 6.1% 24.2% 2.5% 9.1% Total Assets (4.6%) 23.6% 24.4% 20.7% 4.3% 9.9%

Tangible Book Value 203.7% 96.7% 63.6% 39.9% 60.6% 47.5% Common Equity 28.0% 42.8% 36.5% 27.3% 41.8% 31.3% Cash from Ops. 11.9% (10.2%) (30.8%) 46.0% 41.8% 126.6% Capital Expenditures 21.8% 532.7% (62.7%) 39.5% 44.6% 161.0% Levered Free Cash Flow 103.4% NM NM 104.3% NM NM Unlevered Free Cash Flow 95.5% (98.1%) 1,364.8% 96.3% (97.0%) NM Dividend per Share NA NA NA NA NA NA

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Compound Annual Growth Rate Over Two Years

Total Revenue 8.1% 12.5% 16.9% 21.4% 13.8% 7.7% Gross Profit 8.7% 12.4% 16.5% 24.6% 17.8% 10.6% EBITDA 16.6% 34.6% 15.2% 22.1% 18.9% 16.1% EBITA 17.5% 48.5% 24.7% 29.7% 19.8% 15.4% EBIT 18.0% 49.6% 24.6% 29.9% 18.6% 14.5% Earnings from Cont. Ops. NM 8.8% 35.0% 30.4% 26.2% 27.8% Net Income NM 9.0% 34.2% 30.3% 25.9% 27.1% Normalized Net Income 19.3% 20.4% 25.1% 27.0% 23.5% 31.5% Diluted EPS before Extra NM 6.4% 32.3% 32.2% 26.4% 26.8%

Accounts Receivable (10.1%) (3.5%) 8.0% 23.8% 16.3% 25.7% Inventory (8.8%) 20.3% 43.2% 33.6% 7.6% 6.5% Net PP&E (10.7%) 7.5% 18.6% 14.8% 12.8% 2.5% Total Assets (3.2%) 8.6% 24.0% 22.6% 12.2% 10.1%

Tangible Book Value NM 144.4% 79.4% 51.3% 49.9% 47.5% Common Equity 48.3% 35.2% 39.6% 31.8% 34.4% 30.4% Cash from Ops. 41.4% 0.2% (21.2%) 0.5% 43.9% 18.3% Capital Expenditures (22.3%) 177.6% 53.6% (27.9%) 42.0% 77.7% Levered Free Cash Flow 1,196.2% NM (49.7%) NM NM (33.0%) Unlevered Free Cash Flow 261.6% (80.9%) (47.8%) 436.2% (75.8%) (32.0%) Dividend per Share NA NA NA NA NA NA

Compound Annual Growth Rate Over Three Years

Total Revenue 8.3% 10.3% 14.6% 19.2% 15.6% 11.6% Gross Profit 6.2% 10.1% 14.9% 20.6% 18.6% 15.0% EBITDA 10.6% 13.3% 31.0% 16.9% 20.6% 16.8% EBITA 7.7% 15.4% 45.5% 23.3% 26.1% 18.5% EBIT 7.6% 15.4% 46.5% 23.0% 25.5% 18.0% Earnings from Cont. Ops. 2.3% NM 19.3% 29.2% 31.7% 29.6% Net Income 2.5% NM 19.2% 28.9% 31.3% 29.0% Normalized Net Income 19.1% 18.0% 25.2% 23.0% 27.3% 29.4% Diluted EPS before Extra 4.4% NM 18.2% 28.0% 32.7% 29.3%

Accounts Receivable (8.3%) (10.2%) 6.6% 11.2% 20.7% 21.5% Inventory (0.1%) 6.5% 26.9% 37.4% 17.7% 12.7% Net PP&E (9.9%) 1.9% 7.0% 20.4% 10.5% 10.3% Total Assets (1.9%) 5.0% 13.6% 22.9% 16.1% 15.3%

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Tangible Book Value NM NM 113.8% 65.1% 54.3% 49.8% Common Equity 38.3% 46.4% 35.7% 35.4% 35.1% 32.8% Cash from Ops. 103.4% 21.5% (11.4%) (3.2%) 12.7% 14.7% Capital Expenditures (45.8%) 56.3% 42.2% 48.7% (9.1%) 5.3% Levered Free Cash Flow NM NM (19.9%) (19.8%) NM NM Unlevered Free Cash Flow NM (37.6%) (18.9%) (18.8%) (4.9%) 254.8% Dividend per Share NA NA NA NA NA NA

Compound Annual Growth Rate Over Five Years

Total Revenue 6.0% 6.4% 11.7% 14.6% 14.3% 13.3% Gross Profit 7.6% 4.5% 10.2% 15.7% 16.1% 14.8% EBITDA 7.2% 2.7% 12.4% 16.8% 26.0% 20.3% EBITA 5.2% (0.1%) 14.2% 20.9% 34.6% 26.3% EBIT 4.9% (0.2%) 14.1% 21.0% 34.6% 26.1% Earnings from Cont. Ops. 5.1% 23.3% 14.3% NM 22.0% 18.1% Net Income 6.0% 23.0% 14.2% NM 21.9% 17.8% Normalized Net Income 6.6% 4.9% 21.4% 21.5% 24.5% 21.3% Diluted EPS before Extra (1.9%) 15.3% 14.8% NM 21.4% 17.2%

Accounts Receivable (0.3%) (4.6%) (2.1%) 2.1% 10.4% 13.6% Inventory (0.1%) 6.5% 15.4% 16.6% 18.8% 18.5% Net PP&E 2.9% 6.9% 0.6% 6.9% 9.3% 11.5% Total Assets 6.5% 3.7% 7.8% 11.7% 13.1% 15.8%

Tangible Book Value (11.9%) 5.6% NM NM 85.5% 58.8% Common Equity 3.0% 11.4% 38.8% 40.4% 35.1% 32.1% Cash from Ops. 24.6% (1.2%) 39.2% 12.6% 7.6% 7.5% Capital Expenditures (21.9%) 18.8% (17.8%) 14.7% 42.1% 55.1% Levered Free Cash Flow NM NM NM 144.1% NM (12.9%) Unlevered Free Cash Flow NM (56.4%) NM 47.6% (50.0%) (12.8%) Dividend per Share NA NA NA NA NA NA

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Sports Direct International plc (LSE:SPD) > Financials > Industry Specific

In Millions of the reported currency, except per share items. Restatement: Latest Filings Period Type: AnnualCurrency: Reported Currency Conversion: HistoricalOrder: Latest on Right Units: S&P Capital IQ (Default)Decimals: Capital IQ (Default)

Industry Specific


Apr-25-2010

12 months

Apr-24-2011

12 months

Apr-29-2012

12 months

Apr-28-2013

12 months

Apr-27-2014

12 months

Apr-26-2015


Retail Specific Data

Total Stores 452 472 550 676 756 765

Total Same Store Sales Growth 3.4% 6.6% 0.7% 10.6% 10.5% 7.4%

Gross Margin 40.6% 41.2% 40.5% 40.9% 42.7% 43.8%

Retail Revenues 1,189.0 1,281.1 1,418.8 1,688.2 2,153.1 2,222.4 Wholesale Revenues 190.8 196.7 209.7 178.3 185.2 193.3 Online Revenues 48.6 95.7 179.9 288.4 335.4 383.8

Total Retail Sq. Ft. (Net) 4,349,000 - - - - -

Owned / Operated Store Data

Total Owned/Operated Stores 452 472 550 676 756 765

Owned/Operated Same Store Sales Growth 3.4% 6.6% 0.7% 10.6% 10.5% 7.4%

Filing Date Jul-14-2011 Aug-10-2012 Jul-18-2013 Aug-28-2014 Jul-16-2015 Jul-16-2015

25 of 150

Sports Direct International plc (LSE:SPD) > Financials > Segments

In Millions of the reported currency. View By: Line Items Restatement: Latest FilingsPeriod Type: Annual Order: Latest on RightCurrency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)

Business Segments


Apr-25-2010

Reclassified

12 months

Apr-24-2011

Reclassified

12 months

Apr-29-2012

Reclassified

12 months

Apr-28-2013

Reclassified

12 months

Apr-27-2014

12 months

Apr-26-2015


Revenues

Retail - Sports Retail - - - 1,841.6 2,274.6 2,398.5 Retail - Premium Lifestyle - - 114.8 143.3 214.1 207.6 Brands 194.2 190.6 199.2 242.8 247.5 251.9 Corporate (6.1) (3.0) (3.3) (42.1) (30.1) (25.5) Retail - UK Sports 1,143.5 1,279.3 1,368.1 - - -Retail - International Retail 120.1 132.3 157.0 - - - Total Revenues 1,451.6 1,599.2 1,835.8 2,185.6 2,706.0 2,832.6

EBITDA

Retail - Sports Retail - - - 260.0 321.2 356.8 Retail - Premium Lifestyle - - (5.9) 1.0 (20.4) (7.7) Brands - - 25.0 27.0 30.2 34.1 Retail - UK Sports - - 210.3 - - -Retail - International Retail - - 10.6 - - - Total EBITDA - - 240.1 287.9 331.1 383.2

Gross Profit Before Tax

Retail - Sports Retail - - - 738.3 975.0 1,069.1 Retail - Premium Lifestyle - - 34.6 62.7 86.3 80.5 Brands 74.1 77.7 80.8 93.8 93.7 91.2 Retail - UK Sports 462.4 523.5 560.8 - - -Retail - International Retail 52.7 57.7 68.1 - - - Total Gross Profit Before Tax 589.1 658.9 744.3 894.8 1,154.9 1,240.8

Operating Profit Before Tax

Retail - Sports Retail - - - 192.8 254.7 285.5 Retail - Premium Lifestyle - - (7.6) (1.1) (25.7) (11.2) Brands 15.2 17.9 18.3 18.3 23.8 28.0 Retail - UK Sports 89.0 113.1 140.2 - - -Retail - International Retail 3.5 5.6 4.2 - - - Total Operating Profit Before Tax 107.8 136.6 155.2 210.0 252.8 302.3

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Assets

Retail - Sports Retail - - - 1,213.2 1,651.2 1,726.9 Retail - Premium Lifestyle - - 22.6 37.3 96.6 24.4 Brands 252.7 242.3 246.9 191.1 182.7 190.8 Corporate (107.8) (86.7) (97.2) (32.9) (229.8) (168.4) Retail - UK Sports - - 868.5 - - -Retail - International Retail - - 91.5 - - -Retail 815.5 760.6 - - - - Total Assets 960.4 916.2 1,132.2 1,408.6 1,700.7 1,773.7

Depreciation & Amortization

Retail - Sports Retail - - - 43.6 51.9 58.4 Retail - Premium Lifestyle - - 1.7 2.0 5.4 3.2 Brands 4.7 4.6 6.7 7.0 6.5 6.1 Retail - UK Sports - - 47.0 - - -Retail - International Retail - - 7.1 - - -Retail 45.6 58.1 - - - - Total Depreciation & Amortization 50.3 62.7 62.5 52.6 63.8 67.8

Capital Expenditure

Retail - Sports Retail - - - (54.4) (57.6) (93.5) Retail - Premium Lifestyle - - (6.1) (13.7) (7.0) (2.3) Brands (2.0) (1.2) (24.4) (5.7) (4.5) (4.4) Retail - UK Sports - - (120.3) - - -Retail - International Retail - - (7.3) - - -Retail (17.4) (24.8) - - - - Total Capital Expenditure (19.4) (26.0) (158.2) (73.8) (69.1) (100.3)


Geographic Segments


Apr-25-2010

Reclassified

12 months

Apr-24-2011

Reclassified

12 months

Apr-29-2012

Reclassified

12 months

Apr-28-2013

Reclassified

12 months

Apr-27-2014

12 months

Apr-26-2015


Revenues

United Kingdom (UK) 1,182.7 1,316.6 1,528.5 1,842.4 2,063.7 2,252.4 Non-United Kingdom (UK) 269.0 282.6 307.3 343.2 642.2 580.2 Total Revenues 1,451.6 1,599.2 1,835.8 2,185.6 2,706.0 2,832.6

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Assets

United Kingdom (UK) 823.2 760.6 941.2 1,214.3 1,526.4 1,564.9 Non-United Kingdom (UK) 245.0 242.3 288.3 227.2 404.1 377.3 Corporate (107.8) (86.7) (97.2) (32.9) (229.8) (168.4) Total Assets 960.4 916.2 1,132.2 1,408.6 1,700.7 1,773.7

Capital Expenditure

United Kingdom (UK) (15.2) (14.1) (148.3) (59.6) (51.5) (81.8) Non-United Kingdom (UK) (4.2) (11.9) (9.9) (14.2) (17.6) (18.5) Total Capital Expenditure (19.4) (26.0) (158.2) (73.8) (69.1) (100.3)


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Data Provided by


Sports Direct Capital IQ spreadsheets: Comparable

Company Information

29 of 150

Sports Direct International plc (LSE:SPD) > Quick Comparable Analysis > Financial Data

Details

Template: Capital IQ Default CompsCurrency: US DollarAs-Of Date: Mar-28-2016

Company Comp Set

Company Name Day Close Price

Latest

Shares

Outstanding

Latest

Market

Capitalization

Latest

LTM Net

Debt

LTM Total

Pref. Equity

LTM

Minority

Interest

Total Enterprise

Value Latest

LTM Tangible Book

Value/Share

LTM Filing Date,

Income Statement

LTM Total

Revenue

LTM

EBITDA

LTM EBIT LTM Diluted EPS

Excl. Extra Items

NTM Revenue

(Capital IQ)

NTM EBITDA

(Capital IQ)

NTM EPS

(Capital IQ)

Debenhams plc (LSE:DEB) 1.02 1,227.4 1,253.6 452.7 - - 1,706.3 ( 0.09) Oct-28-2015 3,281 314.5 189.6 0.11 4,068.09 348.89 0.11 ASOS Plc (AIM:ASC) 43.4 83.0 3,602.2 (168.4) - ( 0.04) 3,433.8 2.74 Oct-30-2015 1,626 69.6 57.9 0.63 1,966.32 121.2 0.77 Next Plc (LSE:NXT) 79.88 145.7 11,635.9 1,278.4 - - 12,914.3 2.56 Mar-24-2016 5,900 1,398.2 1,231.5 6.26 6,065.46 1,411.45 6.35 Zalando SE (XTRA:ZAL) 31.77 247.1 7,848.9 (1,254.9) - - 6,594.0 5.67 Mar-02-2016 3,302 124.5 99.9 0.54 4,174.53 209.8 0.5 Halfords Group plc (LSE:HFD) 5.54 194.4 1,076.5 88.1 - - 1,164.6 0.21 Nov-12-2015 1,462 153.1 119.1 0.46 1,477.38 161.74 0.46 Marks & Spencer Group plc

(LSE:MKS)

5.54 1,618.7 8,974.9 2,588.2 - ( 3.96) 11,559.1 1.88 Nov-04-2015 14,633 1,625.4 1,112.7 0.37 14,860.61 1,910.71 0.5 JD Sports Fashion plc (LSE:JD.) 15.6 194.6 3,035.6 (141.7) - 18.79 2,912.6 1.56 Oct-20-2015 2,348 239.2 174.4 0.61 2,545.05 269.41 0.75 Booker Group PLC (LSE:BOK) 2.31 1,765.6 4,078.0 (166.8) - - 3,911.2 0.08 Oct-15-2015 6,681 238.9 208.1 0.1 7,089.93 249.72 0.1 Cabela's Incorporated (NYSE:CAB) 47.24 67.8 3,203.8 4,596.7 - - 7,800.5 26.92 Feb-22-2016 3,998 455.8 323.1 2.67 4,248.41 505.47 3.18 WH Smith PLC (LSE:SMWH) 25.43 112.8 2,869.3 (21.2) - - 2,848.1 1.09 Oct-30-2015 1,664 214.7 172.3 1.21 1,697.43 242.49 1.34

Sports Direct International plc

(LSE:SPD)

4.92 596.4 2,932.0 28.7 - ( 1.66) 2,959.1 2.56 Dec-10-2015 4,002 539.7 422.0 0.61 4,114.58 547.11 0.52

Summary Statistics Day Close Price

Latest

Shares

Outstanding

Latest

Market

Capitalization

Latest

LTM Net

Debt

LTM Total

Pref. Equity

LTM

Minority

Interest

Total Enterprise

Value Latest

LTM Tangible Book

Value/Share

LTM Filing Date,

Income Statement

LTM Total

Revenue

LTM

EBITDA


Excl. Extra Items

NTM Revenue

(Capital IQ)

NTM EBITDA

(Capital IQ)

NTM EPS

(Capital IQ)

High 79.88 1,765.6 11,635.9 4,596.7 - 18.79 12,914.3 26.92 - 14,633 1,625.4 1,231.5 6.26 14,860.61 1,910.71 6.35 Low 1.02 67.8 1,076.5 (1,254.9) - ( 3.96) 1,164.6 ( 0.09) - 1,462 69.6 57.9 0.1 1,477.38 121.2 0.1 Mean 25.77 565.7 4,757.9 725.1 - 4.93 5,484.5 4.26 - 4,489 483.4 368.9 1.29 4,819.32 543.09 1.41 Median 20.51 194.5 3,403.0 33.5 - ( 0.04) 3,672.5 1.72 - 3,292 239.1 182.0 0.57 4,121.31 259.57 0.63

Displaying 11 Companies.

All values in millions, except per share data and ratios.Values converted at today's spot rate.Companies by default are sorted by S&P Capital IQ’s proprietary relevancy score.


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Sports Direct International plc (LSE:SPD) > Quick Comparable Analysis > Trading Multiples

Details


Company Comp Set

Company Name TEV/Total Revenues

LTM - Latest

TEV/EBITDA

LTM - Latest

TEV/EBIT LTM -

Latest

P/Diluted EPS Before

Extra LTM - Latest

P/TangBV LTM

- Latest

NTM TEV/Forward Total

Revenue (Capital IQ)

NTM TEV/Forward

EBITDA (Capital IQ)

NTM Forward P/E

(Capital IQ)

Debenhams plc (LSE:DEB) 0.5x 5.4x 9.0x 9.5x NM 0.42x 4.90x 9.41xASOS Plc (AIM:ASC) 2.1x 49.4x 59.3x 69.2x 15.8x 1.75x 28.39x 56.45xNext Plc (LSE:NXT) 2.2x 9.2x 10.5x 12.8x 31.2x 2.13x 9.17x 12.62xZalando SE (XTRA:ZAL) 2.0x 53.8x 67.2x 59.3x 5.6x 1.58x 31.45x 62.97xHalfords Group plc (LSE:HFD) 0.8x 7.6x 9.8x 12.0x 26.8x 0.79x 7.22x 12.04xMarks & Spencer Group plc (LSE:MKS) 0.8x 7.1x 10.4x 15.0x 2.9x 0.78x 6.06x 11.19xJD Sports Fashion plc (LSE:JD.) 1.2x 12.2x 16.7x 25.4x 10.0x 1.15x 10.83x 20.79xBooker Group PLC (LSE:BOK) 0.6x 16.4x 18.8x 23.6x 30.1x 0.55x 15.70x 23.17xCabela's Incorporated (NYSE:CAB) 2.0x 17.1x 24.1x 17.7x 1.8x 1.84x 15.43x 14.84xWH Smith PLC (LSE:SMWH) 1.7x 13.3x 16.5x 21.0x 23.4x 1.68x 11.77x 19.06x

Sports Direct International plc (LSE:SPD) 0.7x 5.4x 6.9x 8.0x 1.9x 0.72x 5.42x 9.51x

Summary Statistics TEV/Total Revenues

LTM - Latest

TEV/EBITDA

LTM - Latest

TEV/EBIT LTM -

Latest


Extra LTM - Latest

P/TangBV LTM

- Latest



NTM TEV/Forward

EBITDA (Capital IQ)

NTM Forward P/E

(Capital IQ)

High 2.2x 53.8x 67.2x 69.2x 31.2x 2.13x 31.45x 62.97xLow 0.5x 5.4x 9.0x 9.5x 1.8x 0.42x 4.90x 9.41xMean 1.4x 19.1x 24.2x 26.6x 16.4x 1.27x 14.09x 24.25xMedian 1.5x 12.7x 16.6x 19.4x 15.8x 1.36x 11.30x 16.95x



Historical Equity Pricing Data supplied by31 of 150

Sports Direct International plc (LSE:SPD) > Quick Comparable Analysis > Operating Statistics

Details


Company Comp Set

Company Name LTM Gross

Margin %

LTM EBITDA

Margin %

LTM EBIT

Margin %

LTM Net

Income

Margin %

LTM Total

Revenues, 1 Yr

Growth %

LTM EBITDA, 1 Yr

Growth %

LTM EBIT, 1 Yr

Growth %

LTM Net Income, 1

Yr Growth %

LTM Total

Debt/Capital %

LTM Total

Debt/EBITDA

NTM LT EPS

Growth Rate

(Capital IQ)

5 Year Beta

Debenhams plc (LSE:DEB) 13% 10% 5.8% 4.03% 0.43% 2.96% 4.84% 7.22% 29.27% 1.6x - 0.79 ASOS Plc (AIM:ASC) 50% 4% 3.6% 3.20% 17.97% (0.41%) (6.04%) (0.23%) - - - 1.21 Next Plc (LSE:NXT) 35% 24% 20.9% 15.96% 4.43% 8.21% 8.66% 5.02% 75.70% 1.0x - 0.31 Zalando SE (XTRA:ZAL) 45% 4% 3.0% 4.11% 33.61% 41.50% 44.12% 157.96% 1.37% 0.2x - -Halfords Group plc (LSE:HFD) 53% 10% 8.1% 6.18% 6.33% 6.80% 3.82% 5.61% 18.13% 0.8x - 0.68 Marks & Spencer Group plc (LSE:MKS) 38% 11% 7.6% 4.16% 0.25% (0.36%) 8.59% (14.42%) 40.61% 1.8x - 0.63 JD Sports Fashion plc (LSE:JD.) 48% 10% 7.4% 4.47% 25.97% 25.44% 24.53% 55.53% 15.40% 0.4x - 0.57 Booker Group PLC (LSE:BOK) 5% 4% 3.1% 2.60% 0.14% 12.06% 13.39% 15.46% - - - 0.14 Cabela's Incorporated (NYSE:CAB) 43% 11% 8.1% 4.74% 9.60% 1.49% (3.84%) (6.14%) 72.22% 10.4x - 1.17 WH Smith PLC (LSE:SMWH) 58% 13% 10.4% 8.57% 1.46% 7.80% 8.93% 9.78% 11.45% 0.1x - 0.56

Sports Direct International plc (LSE:SPD) 44% 13% 10.5% 9.57% 1.42% 15.49% 13.91% 44.78% 12.46% 0.5x - 0.79

Summary Statistics LTM Gross

Margin %

LTM EBITDA

Margin %

LTM EBIT

Margin %

LTM Net

Income

Margin %

LTM Total

Revenues, 1 Yr

Growth %

LTM EBITDA, 1 Yr

Growth %

LTM EBIT, 1 Yr

Growth %

LTM Net Income, 1

Yr Growth %

LTM Total

Debt/Capital %

LTM Total

Debt/EBITDA

NTM LT EPS

Growth Rate

(Capital IQ)

5 Year Beta

High 58% 24% 20.9% 15.96% 33.61% 41.50% 44.12% 157.96% 75.70% 10.4x - 1.21 Low 5% 4% 3.0% 2.60% 0.14% (0.41%) (6.04%) (14.42%) 1.37% 0.1x - 0.14 Mean 39% 10% 7.8% 5.80% 10.02% 10.55% 10.70% 23.58% 33.02% 2.0x - 0.67 Median 44% 10% 7.5% 4.32% 5.38% 7.30% 8.63% 6.42% 23.70% 0.9x - 0.63




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Sports Direct International plc (LSE:SPD) > Quick Comparable Analysis > Implied Valuation

Details


Company Comp Set

Company Name LTM Total

Revenue

LTM EBITDA LTM EBIT NTM Revenue (Capital IQ) NTM EBITDA

(Capital IQ)

LTM Basic EPS NTM EPS (Capital

IQ)

LTM Tangible Book

Value/Share

Sports Direct International plc

(LSE:SPD)

4,002 539.7 422.0 4,114.58 547.11 0.65 0.52 2.56

Total Enterprise Value Multiples Pricing Multiples

LTM TEV/Total

Revenues

LTM

TEV/EBITDA

LTM TEV/EBIT NTM TEV/Forward Total

Revenue

NTM TEV/Forward

EBITDA

LTM P/Diluted EPS

Before Extra

NTM Forward P/E LTM P/TangBV


Implied Enterprise Value

High 8,760 29,008.5 28,356.9 8,779.78 17,208.84 Low 2,081 2,928.6 3,798.0 1,729.63 2,681.72 Mean 5,561 10,331.6 10,228.7 5,214.09 7,710.66 Median 5,908 6,864.6 7,011.1 5,611.79 6,183.97

+ Total Cash & ST Investments 231 231 231 231 231 - Total Debt 259.4 259.4 259.4 259.4 259.4 - Total Pref. Equity - - - - -- Minority Interest ( 1.66) ( 1.66) ( 1.66) ( 1.66) ( 1.66)

= Implied Equity Value

High 8,733 28,981.4 28,329.9 8,752.74 17,181.8 26,688.45 19,455.7 47,693.29 Low 2,054 2,901.5 3,770.9 1,702.59 2,654.68 3,669.52 2,907.74 2,682.52 Mean 5,534 10,304.5 10,201.6 5,187.05 7,683.62 10,245.97 7,493.21 25,084.56 Median 5,881 6,837.5 6,984.1 5,584.75 6,156.92 7,467.94 5,236.55 24,187.61

/ Shares Outstanding 596.43 596.43 596.43 596.43 596.43 596.43 596.43 596.43

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= Implied Price per Share

High 15 48.6 47.5 14.68 28.81 44.75 32.62 79.96 Low 3 4.9 6.3 2.85 4.45 6.15 4.88 4.5 Mean 9 17.3 17.1 8.7 12.88 17.18 12.56 42.06 Median 10 11.5 11.7 9.36 10.32 12.52 8.78 40.55

Mean Equity Value Across Multiples Equity Value Price Per Share

High 23,227.05 38.94 Low 2,792.99 4.68 Mean 10,216.78 17.13 Median 8,542.05 14.32

All values in millions, except per share data and ratios.Values converted at today's spot rate.


34 of 150

Sports Direct International plc (LSE:SPD) > Quick Comparable Analysis > Credit Health Panel

Details


Company Comp Set

Company NameOverall Operational Solvency Liquidity

LTM Period Ending Financials Updated Country Primary Industry Classification

Booker Group PLC (LSE:BOK) 1 2 1 2 Sep-11-2015 Oct-15-2015 United Kingdom Food DistributorsWH Smith PLC (LSE:SMWH) 2 1 1 3 Aug-31-2015 Dec-08-2015 United Kingdom Specialty StoresZalando SE (XTRA:ZAL) 2 4 3 1 Dec-31-2015 Mar-06-2016 Germany Internet RetailJD Sports Fashion plc (LSE:JD.) 3 1 3 3 Aug-01-2015 Oct-21-2015 United Kingdom Specialty StoresASOS Plc (AIM:ASC) 3 3 2 3 Aug-31-2015 Oct-31-2015 United Kingdom Internet RetailCabela's Incorporated (NYSE:CAB) 3 3 4 1 Jan-02-2016 Feb-23-2016 United States Specialty StoresMarks & Spencer Group plc (LSE:MKS) 4 3 4 4 Sep-26-2015 Nov-05-2015 United Kingdom Department StoresHalfords Group plc (LSE:HFD) 4 4 3 4 Oct-02-2015 Nov-12-2015 United Kingdom Automotive RetailDebenhams plc (LSE:DEB) 4 4 4 4 Aug-29-2015 Dec-11-2015 United Kingdom Department Stores

Sports Direct International plc (LSE:SPD) 1 2 2 2 Oct-25-2015 Dec-11-2015 United Kingdom Specialty Stores



Credit Health Panel metric values are calculated by converting all currencies to USD based on yesterday’s spot rate. Currencies displayed on

the page are converted at today’s spot rate from

yesterday’s USD value.

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Data Provided by


Sports Direct Capital IQ spreadsheets: Estimates

36 of 150

Sports Direct International plc (LSE:SPD) > Capital IQ Estimates > Consensus

Currency: Reported Currency Conversion: Today's Spot Rate

Units: Capital IQ (Default) Decimals: CapitalIQ (Default)

Consolidation: Consolidated Acctg. Standard: IFRS

Current Fiscal Year End: Apr-30-2016 | FY 2016 Earnings Release Date: Jul-07-2016

LSE:SPD (GBP) Mean Median High/Low Std. Dev. No. of Estimates. LSE:SPD - Recommendation: Outperform (2.46)

Target Price 4.73 4.85 5.70/3.25 0.73 12/12 1 - Buy 4LT Growth 6.15% 5.59% 9.70%/3.70% 2.28 4/4 2 - Outperform 3

3 - Hold 44 - Underperform 05 - Sell 20 - No Opinion 0

Market Summary LSE:SPD LSE:SPD (IFRS|GBP)

Currency British Pound Current Half Current Year NTM

Latest Price/Last Close Price 3.48/3.48 EPS Normalized 0.17 0.36 0.3752 Wk. High/Low 8.21/3.45 Company Level (IFRS|GBP)

Potential Upside/Diff. from Target Price 35.90 %/1.25 Revenue 1,373.45 2,822.43 2912.71EBITDA - 378.1 387.3

Fiscal Years

LSE:SPD (GBP) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

EPS Normalized 0.37 A 0.36 E 0.37 E 0.40 E - - - - - - - Final Est. 0.37 E - - - - - - - - - - Median 0.37 E 0.36 E 0.37 E 0.40 E - - - - - - - High 0.41 E 0.41 E 0.41 E 0.47 E - - - - - - - Low 0.35 E 0.34 E 0.31 E 0.33 E - - - - - - - Std. Dev. 0.02 0.02 0.03 0.04 - - - - - - - No. of Estimates 11/11 12/12 12/12 10/10 - - - - - - - Acctg. Standard IFRS IFRS IFRS IFRS - - - - - - -EPS (GAAP) 0.39 A 0.40 E 0.38 E 0.40 E - - - - - - - Final Est. 0.36 E - - - - - - - - - - Median 0.35 E 0.39 E 0.38 E 0.38 E - - - - - - - High 0.37 E 0.47 E 0.44 E 0.48 E - - - - - - - Low 0.35 E 0.33 E 0.32 E 0.34 E - - - - - - - Std. Dev. 0.01 0.05 0.04 0.05 - - - - - - - No. of Estimates 5/5 6/6 6/6 5/5 - - - - - - - Acctg. Standard IFRS IFRS IFRS IFRS - - - - - - -

Company Level (GBP) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Revenue 2,832.56 A 2,822.43 E 3,002.98 E 3,111.43 E 3,211.00 E 3,321.50 E 3,439.50 E 3,545.00 E 3,670.50 E 3,783.00 E 3,889.00 E Final Est. 2,855.53 E - - - - - - - - - - Median 2,838.50 E 2,813.15 E 2,980.00 E 3,126.50 E 3,211.00 E 3,321.50 E 3,439.50 E 3,545.00 E 3,670.50 E 3,783.00 E 3,889.00 E High 2,923.89 E 2,899.01 E 3,172.26 E 3,320.21 E 3,230.00 E 3,330.00 E 3,445.00 E 3,549.00 E 3,690.00 E 3,801.00 E 3,896.00 E Low 2,813.00 E 2,765.20 E 2,838.50 E 2,868.60 E 3,192.00 E 3,313.00 E 3,434.00 E 3,541.00 E 3,651.00 E 3,765.00 E 3,882.00 E Std. Dev. 31.7 31.99 85.89 116.68 19.0 8.5 5.5 4.0 19.5 18.0 7.0 No. of Estimates 10/10 11/11 11/11 9/9 2/2 2/2 2/2 2/2 2/2 2/2 2/2 Acctg. Standard IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRSEBITDA 383.20 A 378.10 E 396.50 E 413.98 E - - - - - - - Final Est. 370.92 E - - - - - - - - - - Median 370.88 E 380.02 E 385.50 E 413.50 E - - - - - - -

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High 383.00 E 395.40 E 431.80 E 467.99 E - - - - - - - Low 358.50 E 356.00 E 346.00 E 352.00 E - - - - - - - Std. Dev. 8.52 10.01 29.28 36.87 - - - - - - - No. of Estimates 10/10 12/12 11/11 9/9 - - - - - - - Acctg. Standard IFRS IFRS IFRS IFRS - - - - - - -

Calendar Years

LSE:SPD (GBP) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

EPS Normalized 0.38 A 0.37 E 0.39 E - - - - - - - Final Est. 0.37 E - - - - - - - - - Median 0.36 E 0.37 E 0.39 E - - - - - - - High 0.41 E 0.41 E 0.45 E - - - - - - - Low 0.34 E 0.32 E 0.32 E - - - - - - - Acctg. Standard IFRS IFRS IFRS - - - - - - -EPS (GAAP) 0.40 E 0.39 E 0.40 E - - - - - - - Median 0.38 E 0.38 E 0.38 E - - - - - - - High 0.45 E 0.45 E 0.47 E - - - - - - - Low 0.34 E 0.32 E 0.33 E - - - - - - - Acctg. Standard IFRS IFRS IFRS - - - - - - -

Company Level (GBP) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Revenue 2,824.97 E 2,957.85 E 3,084.32 E 3,186.11 E 3,293.88 E 3,410.00 E 3,518.63 E 3,639.13 E 3,754.88 E 3,862.50 E Median 2,819.49 E 2,938.29 E 3,089.88 E 3,189.88 E 3,293.88 E 3,410.00 E 3,518.63 E 3,639.13 E 3,754.88 E 3,862.50 E High 2,905.23 E 3,103.95 E 3,283.22 E 3,252.55 E 3,305.00 E 3,416.25 E 3,523.00 E 3,654.75 E 3,773.25 E 3,872.25 E Low 2,777.15 E 2,820.18 E 2,861.08 E 3,111.15 E 3,282.75 E 3,403.75 E 3,514.25 E 3,623.50 E 3,736.50 E 3,852.75 E Acctg. Standard IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRSEBITDA 379.37 E 391.90 E 409.61 E - - - - - - - Median 377.74 E 384.13 E 406.50 E - - - - - - - High 392.30 E 422.70 E 458.95 E - - - - - - - Low 356.63 E 348.50 E 350.50 E - - - - - - - Acctg. Standard IFRS IFRS IFRS - - - - - - -

Fiscal Quarters

Company Level (GBP) FQ2 2015 - Oct 2014 FQ2 2016 - Oct 2015

Revenue 756.00 E 764.00 E Median 756.00 E 764.00 E High 756.00 E 764.00 E Low 756.00 E 764.00 E Std. Dev. - - No. of Estimates 1/1 1/1 Acctg. Standard IFRS IFRS

Fiscal Halves

LSE:SPD (GBP) FH2 2015 - Apr 2015 FH1 2016 - Oct 2015 FH2 2016 - Apr 2016

EPS Normalized 0.18 A 0.21 A 0.17 E Final Est. 0.17 E - - Median 0.16 E - 0.17 E High 0.19 E - 0.17 E Low 0.16 E - 0.17 E Std. Dev. 0.01 - - No. of Estimates 3/3 - 1/1 Acctg. Standard IFRS IFRS IFRS

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Company Level (GBP) FH2 2015 - Apr 2015 FH1 2016 - Oct 2015 FH2 2016 - Apr 2016

Revenue 1,399.66 A - 1,373.45 E Final Est. 1,396.03 E - - Median 1,401.10 E - 1,373.45 E High 1,407.00 E - 1,373.45 E Low 1,380.00 E - 1,373.45 E Std. Dev. 11.59 - - No. of Estimates 3/3 - 1/1 Acctg. Standard IFRS - IFRSEBITDA 180.10 A - - Final Est. 177.50 E - - Median 177.50 E - - High 180.00 E - - Low 175.00 E - - Std. Dev. 2.5 - - No. of Estimates 2/2 - - Acctg. Standard IFRS - -

39 of 150

Sports Direct International plc (LSE:SPD) > Capital IQ Estimates > Multiples

Currency: Reported CurrencyConversion: Today's Spot Rate

Units: Capital IQ (Default)Decimals: CapitalIQ (Default)

Consolidation: ConsolidatedAcctg. Standard: IFRS

Dilution: Basic

Current Fiscal Year End: Apr-30-2016

LSE:SPD (Current Fiscal Year End: Apr-30-2016)

Based on Market Price TEV/REV TEV/EBITDA TEV/EBIT Price/Earnings PEG P/BV

NTM 0.72x 5.42x - 9.51x 1.55x -FY 2016 0.74x 5.55x - 9.62x 1.56x -FY 2017 0.70x 5.29x - 9.41x 1.53x -FY 2018 0.67x 5.07x - 8.81x 1.43x -FY 2019 0.65x - - - - -FY 2020 0.63x - - - - -FY 2021 0.61x - - - - -FY 2022 0.59x - - - - -FY 2023 0.57x - - - - -CY 2015 0.74x 5.53x - 9.54x 1.55x -CY 2016 0.71x 5.36x - 9.46x 1.54x -CY 2017 0.68x 5.13x - 8.95x 1.46x -CY 2018 0.66x - - - - -CY 2019 0.64x - - - - -CY 2020 0.62x - - - - -CY 2021 0.60x - - - - -CY 2022 0.58x - - - - -

40 of 150

Sports Direct International plc (LSE:SPD) > Capital IQ Estimates > Surprise





Fiscal Years

LSE:SPD (GBP) 2015

EPS Normalized 0.00% Difference - Actual 0.37 A Estimate 0.37 E Announced Date Jul-16-2015 Acctg. Standard IFRSEPS (GAAP) 8.33% Difference 0.03 Actual 0.39 A Estimate 0.36 E Announced Date Jul-16-2015 Acctg. Standard IFRS

Company Level (GBP) 2015

Revenue (0.80%) Difference ( 22.97) Actual 2,832.56 A Estimate 2,855.53 E Announced Date Jul-16-2015 Acctg. Standard IFRSEBITDA 3.31% Difference 12.28 Actual 383.20 A Estimate 370.92 E Announced Date Jul-16-2015 Acctg. Standard IFRS

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Fiscal Halves

LSE:SPD (GBP) FH2 2015 - Apr 2015 FH1 2016 - Oct 2015

EPS Normalized 5.88% - Difference 0.01 - Actual 0.18 A 0.21 A Estimate 0.17 E - Announced Date Jul-16-2015 Dec-10-2015 Acctg. Standard IFRS IFRS

Company Level (GBP) FH2 2015 - Apr 2015 FH1 2016 - Oct 2015

Revenue 0.26% - Difference 3.63 - Actual 1,399.66 A - Estimate 1,396.03 E - Announced Date Jul-16-2015 - Acctg. Standard IFRS -EBITDA 1.46% - Difference 2.6 - Actual 180.10 A - Estimate 177.50 E - Announced Date Jul-16-2015 - Acctg. Standard IFRS -

42 of 150

Sports Direct International plc (LSE:SPD) > Capital IQ Estimates > Trends





EPS Normalized

LSE:SPD (GBP) FH2 2016 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020

Current 0.17 0.36 0.37 0.4 - -1 month ago 0.17 0.37 0.4 0.44 - -2 months ago 0.17 0.37 0.41 0.45 - -3 months ago 0.18 0.41 0.47 0.52 0.57 -6 months ago 0.15 0.42 0.49 0.55 0.66 0.759 months ago 0.19 0.43 0.49 0.54 - -12 months ago 0.19 0.42 0.48 0.54 - -18 months ago - 0.45 0.52 0.57 - -

EPS (GAAP)

LSE:SPD (GBP) FH2 2016 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020

Current - 0.4 0.38 0.4 - -1 month ago - 0.4 0.41 0.46 - -2 months ago - 0.41 0.44 0.5 - -3 months ago - 0.31 0.48 0.55 - -6 months ago - 0.43 0.5 0.57 - -9 months ago - 0.43 0.5 - - -12 months ago - 0.42 0.48 - - -18 months ago - 0.44 0.51 - - -

Revenue

Company Level (GBP) FQ3 2016 FQ4 2016 FH2 2016 FY 2016 FH1 2017 FH2 2017 FY 2017 FH1 2018 FH2 2018 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025

Current - - 1373.45 2822.43 - - 3002.98 - - 3111.43 3211 3321.5 3439.5 3545 3670.5 3783 38891 month ago - - 1373.45 2823.95 - - 3024.85 - - 3144.84 3259.5 3370.5 3496.5 3609.5 3744.5 3866 3981.52 months ago - - 1373.45 2827.59 - - 3043.27 - - 3175.93 3259.5 3370.5 3496.5 3609.5 3744.5 3866 3981.53 months ago - - 1429.85 2858.3 - - 3127.79 - - 3289.61 3405.27 3646.5 3831 4016 4200.5 4384 45666 months ago 806 659 1490.66 2958.56 1546.1 1495.2 3176.3 1597.5 1560 3344.46 3671.85 3897.4 4008 4232 4468 4717 49809 months ago - - 1634.76 3046.62 - - 3273.61 - - 3448.33 3646.5 3863.5 4113.5 4358.5 4572 4772.5 -12 months ago - - 1634.76 3032.89 - - 3242.12 - - 3440 3650.5 3867.5 4138 4340.5 4599 4824.5 -18 months ago - - - 3202.68 - - 3395.68 - - 3720.1 - - - - - - -

EBITDA

Company Level (GBP) FQ3 2016 FQ4 2016 FH2 2016 FY 2016 FH1 2017 FH2 2017 FY 2017 FH1 2018 FH2 2018 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025

Current - - - 378.1 - - 396.5 - - 413.98 - - - - - - -1 month ago - - - 386.11 - - 415.69 - - 443.78 - - - - - - -2 months ago - - - 392.04 - - 427.42 - - 462.93 - - - - - - -3 months ago - - - 417.76 - - 466.36 - - 515.7 - - - - - - -6 months ago - - 203.7 420.79 246.7 215.8 474.87 260.1 231.1 522.8 626.5 698.1 - - - - -9 months ago - - - 425.45 - - 477.65 - - 518 - - - - - - -12 months ago - - - 419.02 - - 468.64 - - 518 - - - - - - -18 months ago - - - 442.49 - - 494.91 - - 579.3 - - - - - - -

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Data Provided by


Sports Direct Annual Report 2015

(Pages 1 - 36)

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EVERYTHING IS CHANGING

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• Sports Retail gross margin increased by 170 bps to 44.6%

• Group underlying EBITDA increased by 15.7% to £383.2m (1)

• Underlying profit before tax up 20.5% to £300.3m(1)

• Underlying free cash generation of £301.8m(2)

• Sports Retail like-for-like stores gross contribution increased by 7.4% (FY14: 10.5%)(3)

• Continued roll-out of large format city centre stores

• Successful UK launch of Click and Collect in FY15 H2

• Record EBITDA achieved v. 4th year Share Scheme target

• Net debt decreased to £59.7m(4)

(1) Underlying EBITDA, underlying profit before taxation and underlying EPS exclude realised foreign exchange gains/losses in selling and administration costs, exceptional costs and the profit/loss on sale of strategic investments. Underlying EBITDA also excludes the Share Scheme charges.

(2) Underlying free cash generation is defined as operating cash flow before working capital, made up of underlying EBITDA (before Share Scheme costs) plus realised foreign exchange gains and losses, less corporation tax paid.

(3) Excludes contribution in Sport Eybl and Sports Experts AG (EAG) and Sportland International Group AS (SIG) as the prior year comparative is not a full year.

(4) Net debt is borrowings less cash held.

GROUP REVENUE +4.7%April 15 £2,832.6m

April 14 £2,706.0m

April 13 £2,185.6m

April 12 £1,807.2m

April 11 £1,599.2m

UNDERLYING EBITDA +15.7%April 15 £383.2m

April 14 £331.1m

April 13 £287.9m

April 12 £235.7m

April 11 £211.0m

REPORTED PBT +30.9%April 15 £313.4m

April 14 £239.5m

April 13 £207.2m

April 12 £148.0m

April 11 £118.8m

UNDERLYING EPS +21.2%April 15 38.9p

April 14 32.1p

April 13 26.9p

April 12 18.7p

April 11 16.8p

KEY HIGHLIGHTS

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“The Group has delivered another solid set of results in spite of challenging trading conditions including the adverse impact on performance during the period of England’s early departure from the FIFA World Cup in Brazil and unseasonably mild weather during autumn, reducing footfall.

“However, with our ongoing focus on providing customers with exceptional quality and unbeatable value, we have continued to grow Group revenues and EBITDA and have succeeded in surpassing our fourth and final EBITDA target under the 2011 Share Scheme. The first of these awards will vest with participants in September 2015 and the second in September 2017. We owe our continued success to the commitment and hard work of those participants and we are delighted that we are able to reward them in this way.

“Trading since the period end has been in line with management expectations and will continue to be driven by improvements in product range and availability, optimisation of both our in-store and web offerings, the introduction of Click and Collect in the UK and further investment in our store portfolio.”

Dave Forsey Chief Executive

16 July 2015

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The Group’s Sports Retail division supplies a wide range of sports and leisure equipment, across an array of global brands, including Group owned brands such as Dunlop, Slazenger and Lonsdale, third party and licensed-in brands. This wide range of products, combined with extremely competitive pricing, attracts customers to both our stores and website in ever increasing numbers.

As at 26 April 2015 Sports Retail operated out of 661 stores in the UK and the rest of Europe (excluding Northern Ireland). The majority of stores trade under the SPORTSDIRECT.com fascia.

We continue to expand and develop our stores, with several relocations taking place in the year into larger and better configured space, so that we are better able to serve the needs of our customers. Investment has also continued in specialist performance areas, with visual merchandising improving across the whole of the division.

In Europe, the Group’s growth has continued, with our products being offered via wholly-owned retail outlets, joint ventures with other retailers and stores within another retailer’s store. We have continued the integration of the recently acquired Sport Eybl and Sports Experts AG (EAG), and over the coming year will re-brand key Eybl Megastores to the Lillywhites fascia.

During the year, as part of our European growth programme, we increased our European store portfolio by nine stores and entered one new country, with the opening of our Bern store in Switzerland. Our strategy remains to identify partners in new territories while continuing to expand our operations in the countries where we currently trade.

Our online sales continue to increase, enhanced in the year by the successful introduction of UK Click and Collect and the development of a streamlined checkout process.

The Group operates through three strategic business segments: Sports Retail, Premium Lifestyle and Brands.

SPORTS RETAIL 85% TOTAL REVENUE £2,398.6m Up 5.5%

The Brands division licenses our brands to partners across the world through a committed network of licensing and distribution partners. The unique, integrated approach to brand management ensures consistency, and encourages continual investment and global success for the brands.

Focus on our brands is maintained through sponsorship of high-profile media personalities, events, teams and venues. Bolddog, a motorcycle display team made famous in the 2014 series of Britain’s Got Talent, are a recent addition to the No Fear brand, and Sno Zone in Reading is a winter sports venue which is sponsored by our Nevica brand. The Slazenger brand has recently signed a renewal sponsorship of The Championships, Wimbledon. Slazenger has sponsored the event since 1902, making this one of the longest partnerships in sporting history.

BRANDS 8% TOTAL REVENUE £226.4m Up 4.1%

7% TOTAL REVENUE

Rationalisation of the division has taken place throughout the year, including the closure of loss-making stores, the mitigation of operating costs and the relocation of back-office functions.

The Premium Lifestyle division is a must for those fashion conscious shoppers who demand high-end and on trend apparel. The division centres on contemporary luxury with a brand focus, and leading stocked brands include Paul Smith, Fendi and Alexander McQueen. The division enables customers to express their individuality, with new collections regularly being added. Recent additions include White Premiata, Carven and Canada Goose.

PREMIUM LIFESTYLE £207.6m Down 3.0%

SPORTS DIRECT AT A GLANCE

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SPORTS STORES ACROSS EUROPE

Note: Includes associates in Iceland, Republic of Ireland and Northern Ireland that trade under the SPORTSDIRECT.com fascia.

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EXPANSION The construction of Phase Three of our Shirebrook campus expansion is now well underway. It consists of an additional warehouse and office facility, spanning a c.700,000 sq. ft. footprint. Occupancy of the first warehouse area is about to commence, with population of the remaining areas of the warehouse planned for later in 2015, on schedule. We have also commenced work on an additional retail unit and training centre at our Shirebrook campus, with completion anticipated for late 2015. The expansions will have a range of benefits for the Group, including an improved environment for staff training.

Our Oxford Street store has now been open for over 12 months and has been well-received by both customers and suppliers. The property, which was the former HMV Flagship store, allows us to trade over four floors, with c.50,000 sq. ft. of retail space. Our Glasgow City Centre store has undergone an extension of approximately 28,000 sq. ft., more than doubling its previous footprint and we have collaborated with Under Armour to offer our customers an exceptional shopping environment. We have also recently acquired the freehold of the c.50,000 sq. ft. former Primark store in Leeds, which is expected to open this summer.

We are confident in the success of the format used in the stores, which we intend to roll out further.

Our Fitness division now has 27 fully operational gyms across England. During the year the Group purchased 25 former LA Fitness gyms, and developed an additional two gyms with separate retail premises, ensuring that customers can purchase their everyday gym essentials on site.

STRATEGIC INVESTMENTS Strategic Investments are an integral part of the Board strategy to explore new opportunities to bring our product to market.

The Group enhanced its relationship with Debenhams during the year with the purchase of an additional strategic investment in the business, increasing our beneficial interest from 6.6% to 15.0% at the year end date of 26 April 2015, which has subsequently reduced since the year end to 10.5%. We are currently trialling four concessions within Debenhams stores.

SHARE SCHEMES I am pleased to confirm that we have achieved the final Adjusted Underlying EBITDA target under the 2011 Share Scheme and Executive Share Scheme. We hope to reward participating employees under the 2011 Share Scheme for their loyalty and motivation by way of share awards. The first award under the 2011 Share Scheme is due to vest later in 2015, which will distribute c.5m shares to c.2,000 participating employees. The Group’s Share Schemes are some of the most generous schemes in the country, and are key tools in motivation and retention.

I am pleased to report the Group has once again achieved another solid result, delivering growth in both Group revenues and EBITDA.

FY10

FY11

FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY19

2015 SCHEME

2011 SCHEME

2009 SCHEME 2009 & 2011 SCHEME TARGETS

2009 & 2011 SCHEME ACHIEVED

2015 SCHEME TARGETS

£155m£195m£215m£250m£260m£300m£420m*£570m£650m£750m

*Proposed revised FY16 target under the 2015 Share Scheme. Shareholder approval to amend this target from £480m to £420m will be sought at the AGM on 9 September 2015.

CHAIRMAN’S STATEMENT

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To the extent that a significant number of participating employees elect to sell some or all of their shares, whilst the Company has no obligation to buy back the shares, the Board will consider a number of options open to it, including whether to: (i) implement an on-market buy back of shares pursuant to the authority given by shareholders at the Company’s AGM in 2014; or (ii) fund the Company’s Employee Benefit Trust so as to allow it to acquire shares in the market to replace those shares transferred to participating employees pursuant to the vesting.

As part of our strategy to closely align the interests of our team with those of our shareholders, the 2015 Share Scheme was approved by shareholders at a General Meeting in July 2014. The vesting of awards under the 2015 Share Scheme is conditional upon the achievement by the Group of four demanding EBITDA targets, which span between FY16 and FY19. The awards will vest in 2019 and 2021, subject to successful completion of all four targets, and other specific performance conditions. The Executive Deputy Chairman, Mike Ashley, withdrew from the Scheme during FY15. Mike remains fully committed to the achievement of the Scheme’s targets, but would like the focus to be on ensuring that the Scheme aligns with the wider Sports Direct team, and therefore chose to withdraw from the Scheme.

As we enter FY16 it is clear, and also understood by the market, that planned acquisitions in FY15 did not fully materialise. Following its recent review, the Board now recommends to shareholders a revised FY16 Adjusted Underlying EBITDA target of £420m, rather than the existing target of £480m which is now considered to be unreasonably challenging. This compares to the Underlying EBITDA of £383m achieved in FY15. All other targets for the further three years of the Scheme currently remain the same. The Board will continue to review the robustness of the 2015 Share Scheme on an annual basis.

THE BOARD During July 2014, it was announced that Charles McCreevy, a Non-Executive Director of the Group, would not be standing for re-election at the 2014 AGM. Charlie, who had spent over three years with the Group, had extensive all-round business knowledge, with particular relevance to Competition Regulations. I would like to thank him for his valuable contribution to the Board. We are in the process of appointing a replacement and hope to make an announcement within the near future.

I am delighted to welcome Matt Pearson to the Board in the position of Acting Chief Financial Officer. Matt joined the business over eight years ago and since then has gained an in depth knowledge of the finances of the Group. Matt has been leading our Group Finance Team for several years and is therefore perfectly placed to take on the additional responsibilities of this role. Further details relating to the recruitment of the Board can be found on pages 37 and 42.

CASUAL WORKERS Much of the comment regarding the Group’s use of zero hour contracts has been unfounded and inaccurate. We comply fully with all legal requirements which relate to casual workers, including sick pay, holiday pay, and freedom to gain other employment. Casual workers also participate in general incentive schemes.

DIVIDEND The Board has decided not to propose a dividend in relation to FY15. The Board remains of the opinion that it is in the best interests of the Group and its shareholders to preserve financial flexibility, facilitating the pursuit of potential acquisition and other growth opportunities. The payment of dividends remains under review in future years.

CONCLUSION Despite ongoing challenging market conditions, and the weather, we yet again exceeded our targets in FY15. Such success, year on year, is a testament to the hard work and dedication of all our workforce for which the Board thank and congratulate them.

Dr Keith Hellawell QPM Non-Executive Chairman

16 July 2015

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Our offering has developed further in specialist sports categories and more fashion-based retailing. We are constantly refurbishing and upgrading our stores, in order to provide our customers with a compelling consumer experience. The continued development of our dedicated specialist areas and on-going collaboration with key suppliers such as Under Armour and European brands such as Salomon on in-store concepts are further examples of this.

Acquisitions and strategic investments in related businesses are an important part of our strategy. Opportunities to develop into new product categories or markets, or to strengthen our position in existing areas, will continue to be considered on a case by case basis.

We aim to maintain our position as the market leader in the Sports Retail sector in the UK, while also gaining momentum in our expansion into Europe. The business model provides guidance for the Group to implement an effective growth strategy to maintain and develop the success achieved so far. It compares our recent successes with our future ambitions in order that we can assess how to progress in the future.

The Group has significant momentum and we must ensure that our product offering and customer proposition continue to grow and develop in order to retain our current customer base and to attract more customers in the future.

Developing brand awareness is a key factor in ensuring a sustainable future, and the appropriate level of investment in advertising and technology are important components in achieving this.

Our international presence continues to grow through over 260 brand licensing partners, our online presence and on-going European store openings. The Group’s appointment of internationally-recognised celebrities and sporting professionals as key ambassadors also promotes our brands on a global basis.

Our business model is focused on long-term sustainable growth. Whilst we continue to grow our business in the UK, we are now keen to use the skills and knowledge we have gained to build and expand our Sports Retail business across the rest of Europe.

ACHIEVETargets &

Group success

3. DEVELOPWebsite & mCommerce, enhanced product ranges

2. INVESTStore portfolio &

workforce

4. PROMOTEGroup-owned

brands

1. IDENTIFY Brand acquisitions & property

enhancement

OUR BUSINESS MODEL

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OBJECTIVE SO FAR WHAT NEXT?1. IDENTIFY

IN-STORE

Our Oxford Street store opened in May 2014, and our Glasgow City Centre extension was completed in spring 2015.

Across the UK and Europe, we have continued to invest in specialist performance areas and product collections, including Karrimor and Sondico. Improved visual merchandising has enhanced the customer shopping experience. We have on-going collaborations with key brands such as Under Armour, along with European brands such as Salomon, to deliver enhanced in-store merchandising.

Due to the success of the Oxford Street and Glasgow City Centre stores, we are now looking to replicate the look and feel in other major markets, starting with our new Leeds store, which is set to open in summer 2015.

ACQUISITIONS

The Group has acquired 25 former LA Fitness gyms, all of which are located in the UK.

A number of other acquisitions have taken place in the year, including Gul Watersports, although the number has remained somewhat smaller than anticipated.

Acquisitions remain a high priority, particularly outside of the UK, which will broaden the customer offering across the Group. We anticipate that the number of acquisitions will increase over the coming year.

2. INVEST

STORE PORTFOLIO

During FY15, we opened 39 stores in the UK, closing 16, and opened a further 16 stores in Europe, closing seven. As at 26 April 2015, Sports Retail operated in 20 countries in Europe, as well as in the UK.

Our Oxford Street store and our newly expanded Glasgow City Centre store both now span c.50,000 sq. ft. We endeavour to replicate this in other major cities.

The construction of a further retail unit on our Shirebrook campus is currently underway, with completion due in late 2015.

The Group intends to continue to enhance its store portfolio in both the UK and internationally. The Group will continue with the strategy to identify strategic partners in new territories while expanding operations in those countries where we currently have a presence. Plans are in place to expand Sports Retail operations into all the major countries in the European Economic Area.

PEOPLE

The efforts of our dedicated staff have been instrumental to the success of the Group.

The 2011 Share Scheme has been a key tool used in motivation and retention. The targets have been successfully achieved and the scheme vests for participants later in 2015 and in 2017.

The 2015 Share Scheme was approved by shareholders during FY15. Mike Ashley has withdrawn from the Scheme in order to ensure that the focus remains on aligning targets with the wider Sports Direct team, and not on his potential personal allocation.

Due to the success of the 2009 Share Scheme, participating employees are further incentivised by the 2011 and 2015 Share Schemes.

3. DEVELOP

WEBSITE

Following successful trials during the year, Click and Collect has now been launched in the UK in both Sports Direct and USC and has proved very successful. Over 20% of all UK Sports Retail online orders and over 15% of USC online orders are now being delivered by Click and Collect.

We have re-designed our checkout, introducing a guest checkout option and streamlining the checkout process.

Customers are now also able to purchase and redeem gift cards online.

Particular attention has been paid to improving the language and currency conversion on our sites for non-English speaking countries. The improvements have led to a significant reduction in dropped baskets, most notably in France and Germany.

Following investment into our mobile platforms, mobile visits now equate to over 50% of visits to SPORTSDIRECT.com.

Our aim is to roll out Click and Collect across other UK Group websites.

To improve the customer experience in Europe, we plan to introduce dedicated websites and allow customers to use additional payment methods while shopping online, including Ideal, Giro and Sofort.

We will provide continued investment in the online business. Online visits and sales have shown notable increases year on year.

We plan to introduce a fast pay checkout solution, allowing customers to purchase a large number of products in a small number of clicks.

4. PROMOTE

BRANDS

The Group has continued to exploit its brands by offering wholesale and licensing opportunities, in addition to selling brands in Group retail outlets. Wholesale and licensing enables an increased area of distribution, following which brands can reach audiences which would otherwise remain untapped.

The focus is to remain on international wholesale, including the USA, which currently represents c.40% of the total wholesale revenue.

Sports Direct Retail licensing continues to grow with 14 stores now open in Malaysia and 13 open in the Middle East.

Licensing is a key driver of the Brands division. 58 new license agreements were signed during FY15, guaranteeing a minimum of $25m in royalties over the contract periods.

The brand portfolio increased during the year through the acquisition of the Dunlop and Slazenger rights in the Australasia region.

Expansion of the heritage brands, including Everlast, Dunlop and Slazenger, is expected to continue.

Dunlop remains a key focus for expansion, particularly into categories which have not previously been explored by the Group, including automotive accessories.

Acquisitions of key brands will remain a high priority, increasing our brand portfolio and weakening the position of competitors.

Asia Pacific will remain a main area of focus along with Australasia, expanding the global presence of the Group. Our well established brands, including Slazenger and Dunlop, will lead the way in the region.

Investment in key Group brands is expected to continue in order to allow products to reach new markets and customers.

OUR STRATEGY

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The Board monitors the Group’s performance by reference to a number of Key Performance Indicators (KPIs), which are discussed in this Chief Executive’s Report, and also in the Financial Review. The most important of these KPIs are:

52 weeks ended

26 April 2015 27 April 2014 28 April 2013

FINANCIAL KPIS

Group revenue £2,832.6m £2,706.0m £2,185.6m

Underlying EBITDA (1) £383.2m £331.1m £287.9m

Sports Retail gross margin 44.6% 42.9% 40.3%

Sports Retail like-for-like stores gross contribution (2) +7.4% +10.5% +10.6%

Online revenue as a percentage of total Sports Retail revenue (3) 16.5% 15.1% 15.0%

Underlying earnings per share (4) 38.9p 32.1p 26.9p

NON-FINANCIAL KPIS

No. of Sports Retail stores (5) 661 629 498

Workforce turnover 18.7% 19.2% 15.5%

Cardboard recycling 9,526 tonnes 9,230 tonnes 8,893 tonnes

(1) The method for calculating underlying EBITDA is set out in the Financial Review.

(2) Sports Retail like-for-like contribution is defined as the percentage change in gross contribution in the successive 12 month period. A like-for-like store is one that has been trading for the full 12 months in both periods and has not been affected by a significant change, such as a major refurbishment. Excludes contribution in EAG and SIG as the prior year comparative is not a full year.

(3) Excludes wholesale revenue.

(4) The method for calculating underlying earnings per share is set out in the Financial Review.

(5) Excluding associates and stores in the Baltic states that trade under fascias other than SPORTLAND or SPORTSDIRECT.com.

KEY PERFORMANCE INDICATORS

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INTERNAL CONTROLS AND RISK MANAGEMENT The Board has a responsibility to govern the Group in the interest of the shareholders. Comments and suggestions of shareholders are always considered by the Board. Where the Board considers that a risk has not been fully mitigated, follow-up meetings will be arranged to assess the risk and formulate mitigation strategies. A specialist management team of Directors and senior managers highlight risks as and when they become apparent. The team then in turn assists the Board in devising controls to minimise the Group’s exposure.

THE GROUP’S APPROACH TO RISK The identification and management of risk is a continuous process, and the Group’s system of internal controls and the business continuity programmes are key elements of that. The Group maintains a system of controls to manage the business and to protect its assets with the development of contingency plans and rapid response to changing circumstances and does much to mitigate the risks facing the Group. The Group continues to invest in people, systems and in IT to manage the Group’s operations and its finances effectively and efficiently.

1. RISKS ARE IDENTIFIED

2. RISKS ARE EVALUATED

3. ACTION IS TAKEN TO MANAGE THE RISKS

4. PRACTICES ARE REVIEWED AND MONITORED TO LIMIT THE RISK

The specialist management teams are responsible for the identification, analysis, evaluation and mitigation of the significant risks applicable to their areas of business. The teams meet regularly to discuss the identified risks, and how these should be reviewed and monitored. The Board ensures that the appropriate arrangements are in place under which staff can raise concerns about possible financial or other impropriety, which are then appropriately investigated.

The Board is assisted by the Audit Committee in fulfilling its overview responsibilities, reviewing the reporting of financial and non-financial information to shareholders and the audit process, satisfying itself that appropriate systems of internal control and risk management are in place and are serving to identify and manage risk.

The Group operates a Retail Support Unit which provides strong operational internal audit services in the Retail division, and there are procedures in place in the Brands division to monitor and control licensees. The Audit Committee has also appointed BDO as internal audit advisers (see Audit Committee report on page 40).

The external auditors are invited to attend all meetings of the Audit Committee, save for those parts of any meeting when the Committee reviews the performance of the auditors.

The Group’s system of internal control and risk management and its effectiveness is monitored and reviewed by the Board, the Audit Committee and management, and the Board believes that the Group has maintained throughout the year and up to the date of approval of the Annual Report and accounts an effective embedded system of internal control and has complied with the FRC’s Risk Guidance.

The systems of internal control and risk management are designed to manage, rather than eliminate, the risk of failing to achieve business objectives.

RISK POLICIES AND PROCEDURES Business plans and budgets for each business include financial and strategic targets against which performance is monitored. Monitoring includes the examination of and changes to rolling annual and quarterly forecasts, monthly measurement of actual achievement against key performance targets and plans, and weekly reviews of performance.

The Group has clear procedures for the approval and control of expenditure. Strategic investment decisions involving both capital and revenue expenditure are subject to formal detailed appraisal and review according to approval levels set by the Board. Operating expenditure is controlled within each business with approval levels for such expenditure being determined by the individual businesses.

There is an approved whistle-blowing policy within the Group. The policy was established to be utilised by staff who wish to raise any issues or concerns relating to the Group’s activities, and all matters are discussed on a confidential basis.

KEY RISKS CONTROL ENVIRONMENT The Group’s operating procedures include a comprehensive system for reporting information to the Board including:

• assessment of three years of strategy plans for business development;

• creation and assessment of legal policies; and

• review of the Group at each Board meeting, focusing on potential new risks (such as key changes in the market and succession planning).

CONTROL PROCEDURES Detailed operational procedures have been developed for each of the Group’s operating businesses that embody key controls. The implications of changes in law and regulations are taken into account within these procedures.

FINANCIAL REPORTING PROCESS The Group has in place internal control and risk management systems in relation to the Group’s financial reporting process and the Group’s process for the preparation of consolidated accounts. These include clearly defined lines of accountability and delegation of authority, policies and procedures that cover financial planning and reporting, preparing consolidated accounts, capital expenditure, project governance and information security.

The Audit Committee is responsible for overseeing and monitoring these processes, which are designed to ensure that the Group complies with relevant regulatory reporting and filing provisions. As at the end of the period covered by this Report, the Audit Committee, with the participation of the Chief Executive, evaluated the effectiveness of the design and operation of disclosure controls and procedures designed to ensure that information required to be disclosed in financial reports is recorded, processed, summarised and reported within specified time periods.

MONITOR IDENTIFY

EVALUATE

MANAGE

RISKS AND UNCERTAINTIES RELATING TO THE GROUP’S BUSINESS

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PRINCIPAL RISKS AFFECTING THE GROUP The Group has identified the following factors in the following table as potential risks to, and uncertainties concerning, the successful operation of its business. The Group is, however, exposed to a wider range of risks than discussed below but these are the principal risks that have recently been discussed by the Board and Audit Committee and are of primary concern.

AREA RISK MITIGATIONSUPPLY CHAIN

The Group operates internationally so is reliant on the successful distribution of goods from when they are distributed by the manufacturer to when they are sold in the stores.

The Group is reliant on manufacturers in developing countries as the majority of the Group’s products are sourced from outside the UK.

The Group is subject to the risks associated with international trade and transport as well as those relating to exposure to different legal and other standards. Particular risks including worker strikes, failure to meet minimum code of conduct standards, and transport delays for products which could all cause substantial difficulties.

Disasters in or around the factories of our suppliers could bring negative media attention to the Group.

The Group requires all suppliers to sign up to the Group’s Code of Ethics/Supply Policy which enables the Group to monitor and benchmark the performance of the supplier. It allows the Group to carry out inspections of premises to ensure compliance with the Group’s codes for continuity and quality of supply. The Policy extends throughout the duration of the Group’s contract with each supplier and allows the Group to conduct inspections of supplier premises at random intervals.

Many risks relating to the supply chain, reliance on non-UK suppliers, and to the reputation of the Group’s brands are managed and mitigated by the implementation of these policies. Strong Service Level Agreements and maintaining relationships with all parties involved in the supply chain also mitigate these risks.

KEY SUPPLIERS

The Group is reliant on good relationships with its major manufacturers, key brands or brand suppliers.

A failure to replace any of its major manufacturers or suppliers on commercially reasonable terms could have an adverse effect on the Group’s business, operating profit or overall financial condition. It may mean that customers shop elsewhere if stores cannot supply the required product.

The Group follows policies of forging long-term relationships with suppliers and of utilising two leading supply chain companies to procure much of the Group’s own branded goods. This close relationship brings a better understanding of the supplier’s resources enabling the Group to react quickly to changes in the international supply market.

Lengthy contracts are often used by the Group to ensure that key manufacturers are aware of our commitment to them.

TREASURY AND FINANCIAL RISK

The Group operates internationally. The majority of foreign contracts relating to the sourcing of Group branded goods are denominated in US Dollars and the Euro, thus leaving exposure to foreign exchange risk.

The Group has net borrowings, which are principally at floating interest rates linked to bank base rates or LIBOR.

The Group is exposed to foreign exchange risk arising from various currency exposures and a strengthening of the US Dollar or a weakening of the Pound making goods more expensive.

Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency, as exchange rates move. This could significantly reduce profitability.

The Group seeks to mitigate the FX fluctuations by hedging via forward foreign currency contracts which are designated as cash flow hedges.

The Group also holds assets overseas in local currency, and these assets are revalued in accordance with currency movements. This currency risk is not hedged.

The Group is cash generative and is now targeting its debt levels to mitigate interest rate risk and currently has debt levels of less than 1 x underlying EBITDA.

CREDIT AND LIQUIDITY RISK

The Group, primarily the Brands division, provides credit to some of its customers.

Funding and liquidity for the Group’s operations are provided through bank loans, overdrafts and shareholders’ funds.

The Group could have a credit risk if credit evaluations were not performed on all customers requiring credit over a certain amount.

The Group’s objective is to maintain sufficient funding and liquidity for its requirements, but the availability of adequate cash resources from bank facilities and achieving continuity of funding in the current financial climate could be a risk to the Group in future years.

The purchase of acquisitions to strengthen and compliment the Group may be hindered.

Relationships with suppliers could break down if we are unable to pay them in line with our contractual obligations.

The Group’s key suppliers also face credit risk and as such the Group regularly assesses the viability of its suppliers and ensures there are plans to source from alternative businesses should key suppliers fail.

Rigorous procedures are in place to mitigate this credit risk. The Group has a credit policy in place and the exposure to risk is monitored on an on-going basis.

Credit evaluations are performed on all customers requiring credit over a certain amount, and concentration of credit risk is managed.

Investment of cash surplus, borrowings and derivative investments are made through banks and companies which have credit ratings and investment criteria approved by the Board.

The Group mitigates liquidity risk by keeping debt levels low and the current finance facility is held with a club of 13 banks, thereby spreading the risk.

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SUCCESSION PLANNING

Key individuals within the Group have such a level of knowledge and experience of the business which makes them essential to continue to further the interests of the business.

Natural disaster, illness, injury, or the sudden resignation of key individuals could change the direction of the Group.

Our departments work together to develop their understanding of each department and of the Group. Senior managers work at ground level to help to assess the strengths within their teams and to offer development opportunities where appropriate. This can be of assistance when considering the suitability of internal candidates for vacancies.

Promotion opportunities, a competency framework, and regular appraisals give staff a voice, encourage a sense of responsibility and support career progression.

Our structured talent management programmes, and specialist masterclasses, encourage internal progression within the Group.

Executive development is important to us and we aim to promote internally rather than recruit external individuals who are unknown to the Group. This can be best seen through the recent promotion of Matt Pearson to Acting Chief Financial Officer.

Our Share Schemes seek to reward and retain our key members of staff.

The Nomination Committee regularly reviews the succession plan of the Group, and discusses who would take over roles if key team members were to leave.

MARKET FORCES

The Sports Retail industry is highly competitive and the Group currently competes at national and local levels with a wide variety of retailers of varying sizes who may have competitive advantages. New competitors may enter the market.

The competition continues to place pressure on the Group’s pricing strategy, margins and profitability.

The Group has a discount pricing policy to help reduce the risk of increased competition in the industry.

The Group has a strong property portfolio, and continues to strengthen this by relocating and improving stores to adapt to market conditions.

A number of key brands are owned by the Group, reducing pressure on margins. The Group’s focus on acquiring competitors enables us to retain our discounted pricing systems without price increases from the brand owners.

OPERATIONAL

The Group is reliant on the Head Office and National Distribution Centre at Shirebrook operating without disruption, along with the uninterrupted running of the Group’s fleet of vehicles.

The majority of the Group’s revenue is derived from the UK.

Any disruption to the Head Office, National Distribution Centre or the fleet of vehicles might significantly impact the Group’s ability to manage its operations, distribute products to its stores and maintain its supply chain.

Any long-term interruption of the Group’s IT systems would have a significant impact on the Group’s operation, particularly in the Retail division.

Terrorist attacks, armed conflicts, government actions or adverse weather affecting the road networks within the UK could result in a significant reduction in consumer confidence, which would in turn have an adverse affect on sales in stores.

The Group has a strong business continuity plan that is regularly reviewed to address operational risks.

The Board is confident that as far as it is practical, the risks and uncertainties that face the Group are being monitored and managed and that, where required, appropriate action is being taken.

The Group constantly monitors the business environment and the nature of the business model allows for the Group to act swiftly under extraordinary circumstances.

The Group is extending the Head Office and National Distribution Centre so that there is additional room for storage and workers, for future business needs and in case of disaster.

CYBER FAILURES AND ATTACKS

Online sales and advertising are key to the Group’s strategy going forward. However cyber attacks are becoming more sophisticated and frequent, commanding headlines and losing customers’ trust.

Reputational implications if the attack is reported to the media, including a loss of sales whilst the site is down, and longer term loss of sales through the deterioration of customer confidence. Possible sanctions and penalties from overseeing bodies, and the loss of competitive advantage against market competitors.

The Group has a strategy and processes in place which relate to our IT security. Working with internal and external parties, our colleagues continuously monitor our systems to ensure that they are sufficiently strong to deal with ever increasing cyber risks.

During 2014, a review of the IT risks was completed. The review looked into the resilience of the current systems, highlighting the major points of concern regarding the Group IT systems. The matters raised will be worked on over the next two to three year period in a follow up monitoring programme.

Our IT and Risks teams have held workshops to assess the key technology threats to the Group, and look into where policies require updating and amending.

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HEALTH & SAFETY

Health and safety is key across all areas of the Group. Policies are implemented, in conjunction with legal standards, to protect our staff and customers.

Potential injuries, distress and fatalities could result from a failure to establish and maintain safe environments. Lack of competence in health and safety reporting could lead to legal claims which are difficult to defend.

We ensure that each Company within the Group is fully trained to the required standards applicable in each requisite country.

Training courses are regularly offered and staff are encouraged to learn essential health and safety techniques.

The team at Head Office is always on hand to visit and assist stores with health and safety issues, assess incidents and refer reportable matters to RIDOR. During the year the team has gained another strand by creating a team of employees which is dedicated to solely dealing with claims and complaints.

The incidents within the Group are reported to the Board regularly, as are the legal claims that arise from these. The Board consider ways to reduce the number of claims.

LEGAL

The Group’s trade marks, patents, designs and other intellectual property rights are central to the value of the Group’s brands.

The Group believes that its licensees, suppliers, agents and distributors are in material compliance with employment, environmental and other laws. The violation, or allegations of a violation, of such laws or regulations, by any of the Group’s licensees, suppliers, agents or distributors, could lead to adverse publicity and a decline in public demand for the Group’s products, or require the Group to incur expenditure or make changes to its supply chain and other business arrangements to ensure compliance.

The Group may need to resort to litigation in the future to enforce its intellectual property rights and any litigation could result in substantial costs and a diversion of resources.

Third parties may try to challenge the ownership of or counterfeit the Group’s intellectual property.

The Group has an in-house legal team who have knowledge of a variety of legal areas that apply to the Group. This in-house expertise is vital in mitigating such issues.

The legal team work closely with external consultants to assist with, and gain knowledge on, matters outside their areas of expertise.

The Group’s legal team actively monitor trade mark applications by other companies, as well as the stock of rival retailers, to ensure that our rights are not infringed and where these are infringed, to take appropriate action.

The legal team carefully draft all correspondence to ensure that documentation is clear and legally binding. Drafting templates and key points are shared so that knowledge is retained within the Group.

SALES

The Group’s retail businesses are subject to seasonal peaks. The incidence of and participation in major sporting events will have a particular impact on the Sports Retail business.

Prolonged unseasonal weather conditions or temporary severe weather during peak trading seasons could have a material adverse effect on the Group’s businesses. The Group is dependent upon the store portfolio and consumers’ spending habits.

Customer tastes could change and stocked items could no longer be suitable for the market.

Although unable to mitigate environmental conditions, the Group is able to influence the retail portfolio and therefore constantly monitors development of stores and the Group’s aim to increase the square footage through viable new retail space. By monitoring stock levels through sales forecasting the Group can manage the peaks in demand and trading profiles can be predicted.

Building sales units at our Head Office and National Distribution Centre allows us to trial and monitor differing sales techniques and products, before rolling these out to the rest of the Group.

Our team keep ahead of the trends, conducting market research on our customers and monitoring our competitors. Sophisticated ordering systems ensure that items which sell well in particular areas will be restocked. Our strong relationship with suppliers ensures that we are able to source key items at short notice, should this be required.

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The Group has achieved another year of revenue and profit growth in a challenging retail environment, driven by continued expansion both in the UK and across Europe. During the year we have increased our store portfolio in the UK by 23 stores and have added a further nine stores to our European store portfolio. We have also continued to develop large city centre format stores.

We have also established a Fitness division in the year, Sportsdirect Fitness.com, comprising 27 gyms including two combined gym and retail sites.

I am delighted to announce that the Group has now met the final target under the 2011 Share Scheme. The first award under this Scheme is due to vest later in 2015 and will reward c.2,000 participating employees for their hard work and dedication. The Group’s continued success truly reiterates how important the Share Schemes have been in motivating participants to work towards a shared goal.

GROUP Group revenue increased by 4.7% to £2,832.6m in the year. This was primarily due to the Sports Retail division, where we grew revenues by 5.5%. Premium Lifestyle revenue fell by 3.0%, largely due to the closure of loss-making stores in the period.

Group gross margin in the year increased by 110 basis points from 42.7% to 43.8%. Sports Retail division gross margin increased by 170 basis points to 44.6% (FY14: 42.9%), while Brands division gross margin decreased to 40.3% (FY14: 43.1%).

Group operating costs increased 4.2% to £860.5m (FY14: £826.1m). We continue to balance revenues and gross margin, while maintaining a tight focus on operating costs and as a result grew Group underlying EBITDA (pre-scheme costs) for the year by 15.7% to £383.2m (FY14: £331.1m). Within this underlying EBITDA, we increased the Retail division EBITDA by 16.0% to £349.1m (FY14: £300.9m) while the Brands division EBITDA increased by 12.9% to £34.1m (FY14: £30.2m).

Excluded from underlying EBITDA is a £10.1m (FY14: £11.9m) charge in respect of the 2009 and 2011 Share Schemes. This charge has been taken centrally and, except in note 4 to the Annual Report, is not reflected in the divisional (Retail and Brands) numbers in this report.

For the year, Group underlying profit before tax increased 20.5% to £300.3m, primarily as a result of the £52.1m increase in EBITDA (pre-scheme costs). Underlying EPS for the year increased by 21.2% to 38.9p (FY14: 32.1p).

Net debt at 26 April 2015 was £59.7m (27 April 2014: £212.0m), which is 0.16 times reported EBITDA (27 April 2014: 0.66 times). Reported EBITDA includes realised foreign exchange gains/losses in selling and administration costs and the Share Scheme charges.

REVIEW BY BUSINESS SEGMENT RETAIL REVENUE:

52 weeks ended

26 April 2015 (£’m)

27 April 2014 (£’m)

Sports Retail 2,398.6 2,274.4Premium Lifestyle 207.6 214.1Total Retail revenue 2,606.2 2,488.5Cost of sales (1,456.6) (1,427.3)Gross profit 1,149.6 1,061.2Gross margin percentage 44.1% 42.6%

BRANDS REVENUE: 52 weeks ended

26 April 2015 (£’m)

27 April 2014 (£’m)

Wholesale 193.3 185.2Licensing 33.1 32.3Total Brands revenue 226.4 217.5Cost of sales (135.2) (123.8)Gross margin 91.2 93.7Gross margin percentage 40.3% 43.1%

SPORTS RETAIL Sports Retail revenue has grown in the period as we continue to invest in product range and availability, increasing the proportion of ‘better’ and ‘best’ Group branded products, optimise both our in-store and web offerings and further invest in our store portfolio.

Sports Retail sales grew 5.5% to £2,398.6m (FY14: £2,274.4m), driven largely by growth in the UK, offset by a weak winter sports season across Europe and adverse foreign currency movements. Sports Retail gross margin for the year increased by 170 basis points to 44.6% (FY14: 42.9%). This increase is primarily attributable to on-going investment in our ‘better and best’ product ranges, further enhanced by efficiencies gained by our strong supply chain disciplines.

Sales in the second half of the year were up 2.6% to £1,167.6m (FY14 H2: £1,138.3m). Gross margins for the second half of the year improved to 44.6% (FY14 H2: 42.5%).

Sports Retail like-for-like gross contribution, which excludes online, increased by 7.4% (1) marking the sixth consecutive year of growth in this KPI (FY14: +10.5% / FY13: +10.6% / FY12: +0.7% / FY11: +6.8% / FY10: +3.7%). Sports Retail like-for-like contribution is defined as the percentage change in gross contribution in the successive 12-month period. A like-for-like store is one that has been trading for the full 12 months in both periods and has not been affected by a significant change, such as a major refurbishment. The number of stores included in this year’s KPI is 432 (FY14: 339).

(1) Excluding EAG and SIG as the prior year comparative is not a full year.

OVERVIEW OF FINANCIAL PERFORMANCE I am pleased to report that, despite the adverse impact on performance of England’s early departure from last year’s FIFA World Cup in Brazil and the unseasonably mild weather during autumn reducing footfall, the Group has, yet again, succeeded in delivering another solid set of results.

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Sports Retail operating costs increased by 9.0% in the year to £715.2m (FY14: £656.3m) compared to a 5.5% increase in sales and a 9.7% increase in gross profit due to the full year impact of proportionally higher costs in our recently acquired European businesses. Operating costs in H2 increased by 4.6% to £361.4m (FY14 H2: £345.5m) compared to a 2.6% increase in sales and a 7.7% increase in gross profit.

Store wages were up 13.1% in the year to £239.2m (FY14: £211.4m) but as a percentage of sales increased only to 10.0% (FY14: 9.3%) due to the annualised effect of new store openings combined with the full year impact of proportionally higher costs in our recently acquired European businesses and reduced sales due to a difficult winter sports season in Europe. Sports Retail store premises costs increased by 9.5% to £211.0m (FY14: £192.7m), due to investment in new stores and the full year effect of comparatively higher costs in our new European businesses. Other operating costs were up 13.9% to £280.8m (FY14: £246.6m), increasing as a percentage of sales to 11.7% (FY14: 10.8%) due to costs in our recently established Fitness division.

The currency impact on operating costs of the change in the Euro: Sterling exchange in our European businesses rate was a gain of £15.7m (FY14: a loss of £5.6m).

Underlying EBITDA for Sports Retail was £356.8m (FY14: £321.3m), an increase of 11.0% for the year. This increase was driven by a £94.2m increase in gross profit due to the growth in store contribution and online sales, offset by the £59.0m increase in operating costs.

The Group’s retail businesses performed strongly in a difficult economic environment. Our retail model, offering outstanding value to our customers, remains resilient, both in the UK and internationally. Throughout the year, we continued to focus on offering our customers the most comprehensive product range, the best availability and value while minimising operating costs as a percentage of gross sales.

Online revenue has increased by 14.4% from £335.4m to £383.8m in the year, driven largely by the successful launch of Click and Collect in the UK during the second half of the year, which now accounts for over 20% of all UK online orders. This performance is exceptional considering we charge £4.99 for this service. Online sales represented 16.5% of Sports Retail sales (FY14: 15.1%), excluding wholesale sales.

Our mobile site continues to drive sales and the Group was recently ranked in the top four retailers in the FTSE 100 in terms of mobile website performance, according to a recent study released by The Search Agency*. Mobile traffic now accounts for over 50% of all online visits. We have also re-designed our checkout, introducing a guest checkout option and streamlining the checkout process.

We have worked hard to improve the customer experience in Europe, widening the language and currency conversion options on our sites for non-English speaking countries, and going forward, plan to introduce dedicated websites for our European businesses and additional payment methods including Ideal, Giro and Sofort.

Following successful trials during the year, customers are now able to purchase and redeem gift cards online. We are also working towards the introduction of a “fast pay” checkout system, allowing customers to purchase a large number of products in a small number of clicks.

The division has continued to expand, with the development of Sportsdirect Fitness.com, comprising 25 standalone former LA Fitness gyms and an additional two new build combined retail and gym spaces. A further two gyms in St Helens and Dundee are planned for early autumn 2015. Membership continues to grow and we have already surpassed our full year targets.

* The Search Agency UK’s Mobile Experience Scorecard: FTSE 100 Companies – http://go.thesearchagency.com/mobile-experience-scorecard-ftse-100-2015.

We have continued to invest in staff training, with a key focus this year on our “Home Grown” Talent Management programme, Customer Service Training and Management Induction. During the year over 58,000 hours were invested into training and developing our workforce. A great deal of this training took place at our Training Academy on our Shirebrook campus, which is the only training centre in the world supported by both Nike and Puma. We are committed to the continued development of our staff, always aiming to promote internally wherever possible and during the year ran our first Graduate Recruitment Programme, ‘Talent Bank’, where graduates were placed in our Finance and Ecommerce teams for eight-week summer placements and offered the opportunity to compete for a permanent role, with the best being rewarded.

Phase Three of the development of our National Distribution Centre in Shirebrook, the construction of an additional c.700,000 sq. ft. footprint warehouse and office facility, is now well underway, with completion scheduled for late 2015.

We have worked hard to enhance and invest in our store portfolio during the year, with a particular focus on larger city centre stores. During the year we relocated our Oxford Street store to the c.50,000 sq. ft. former HMV store and have completed a c.28,000 sq. ft. extension of our Glasgow store which includes a store in store concept area with Under Armour. We have recently also acquired the freehold of the former Primark store in Leeds. Works are currently underway on this four floor, c.50,000 sq. ft. store which is due to open this summer.

During the year we opened 39 stores in the UK, closing 16, and have opened an additional 16 stores in Europe, closing seven. 12 out of the 16 UK closures were relocations into larger and better configured space. 428 of the UK store fascia are now branded SPORTSDIRECT.com, an increase of 27 from last year (FY14: 401).

Period end square-footage increased to c.4.75m sq. ft.(1) (FY14: c.4.5m) in the UK and remained at c.3.0m sq. ft. (2) (FY14: c.3.0m sq. ft.) across the rest of Europe.

(1) Due to differing methodologies, this implies a range between 4.5m sq. ft. - 5.0m sq. ft.

(2) Due to differing methodologies, this implies a range between 2.5m sq. ft. - 3.5m sq. ft.

UK STORE PORTFOLIO(1)

26 April 2015 27 April 2014

Stores at Year End 440 417

Opened 39 32Closed 16 11

SPORTSDIRECT.com fascias 428 401Other 13 17Area (sq. ft.) c.4.75m c.4.5m

(1) Excluding Northern Ireland.

In the 52 weeks to 26 April 2015, rent reviews have been agreed on 33 stores, of which 26 stores were agreed at nil increase. Of the remaining seven stores the average increase in rent was 13.87%, giving a total average increase over the 33 stores of 2.88% (0.57% annual equivalent). There are currently 52 rent reviews outstanding with a further 42 falling due in FY16. Our lease expiry profile over all leasehold stores (excluding Lillywhites Piccadilly) is now 4.6 years, including 37 stores with contractual expiries or break dates within the next 12 months. This significant amount of flexibility within our portfolio allows us to continue to monitor and adapt our format to the rapidly changing multi-channel environment.

In the current financial year, we are targeting to open between 30 and 40 stores, c.30% of which are expected to be relocations. We are also targeting to re-fit c.300,000 sq. ft. of retail space across the UK.

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INTERNATIONAL STORE PORTFOLIO(1)

26 April 2015 27 April 2014

Austria 46 52

Belgium 43 44

Estonia(2) 24 20

Latvia(2) 13 13

Lithuania(2) 12 12

Portugal 17 15

Slovenia 15 15

Poland 10 7

France 7 6

Czech Republic 6 4

Holland 6 6

Cyprus 6 5

Hungary 5 4

Slovakia 4 3

Germany 3 3

Luxembourg 2 2

Spain 1 1

Switzerland 1 -

Total 221 212 (1) Excluding Republic of Ireland & Iceland (2) Includes only stores with SPORTSDIRECT.com and Sportland fascias

All of the above stores are operated by companies wholly owned by the Group, except Portugal, where the Group owns 50.1% and Estonia, Latvia and Lithuania where the Group owns 60.0%. During the year we have expanded our European store portfolio by nine stores and have entered one new country. As a result we are now active in 20 countries across Europe including the Republic of Ireland and Iceland.

In Austria, we have continued to relocate and upgrade the former Sports Experts stores which had been previously re-branded to the SPORTSDIRECT.com fascia. Over the coming year we will re-brand key Megastores to the Lillywhites fascia, replicating our UK city centre store format across the re-branded stores in collaboration with key international brands such as Salomon.

In the Baltic states we have already opened two stores in Estonia under the SPORTSDIRECT.com fascia and plan to open two further stores in Lithuania and one store in Latvia under the SPORTSDIRECT.com fascia. We have also continued to invest in relocating and re-fitting the stores trading under the SPORTLAND fascia.

Our strategy remains to identify partners in new territories while continuing to expand our operations in the countries where we currently trade. For FY16, we are targeting to open between 20 and 30 new stores across seven countries.

The Group has a 50% shareholding in the Heatons chain which operates 15 Sports Direct stores in Northern Ireland and 27 sports stores in the Republic of Ireland. We also own a 40% shareholding in the Sports Direct business in Iceland.

Local management continue to work hard to ensure that all new and existing stores in Europe are committed to striving towards the operational efficiencies and standards that exist across our UK sports stores.

PREMIUM LIFESTYLE Premium Lifestyle sales decreased 3.0% to £207.6m (FY14: £214.1m), due to the closure of loss-making stores in the year. Premium Lifestyle gross margin for the year decreased by 150 basis points to 38.8% (FY14: 40.3%) due to online clearance of legacy stock in the year.

Premium Lifestyle operating costs decreased by 17.3% to £88.2m (FY14: £106.7m) due to the continued rationalisation of the USC and Republic businesses and synergies gained by the consolidation of key head office functions in Flannels, Cruise and Van Mildert and the integration of the distribution function.

The Underlying EBITDA loss for Premium Lifestyle decreased to £7.7m (FY14: £20.4m loss) as we began to see the benefit of the re-structuring of Republic in the prior year and rationalisation of the other businesses. We will see further benefits of this in the coming year.

Online revenue in the division increased in the year, driven largely by improvements in stock availability and system improvements. We saw the benefit of the integration of the division’s eCommerce platforms with the Group’s IT systems and the launch of the Flannels.com and USC mobile platforms in the prior year. We also successfully launched UK Click and Collect in USC during the year and over 15% of all USC online orders are now delivered via Click and Collect.

We continue to strengthen our relationships with key third party suppliers.

At the year end, the Premium Lifestyle division traded from 103 stores under four main fascias:

26 April 2015 27 April 2014

USC 66 90Cruise 10 10Van Mildert 10 9Flannels.com 8 8Other 9 9Total 103 126

BRANDS The Group’s brand portfolio includes a wide variety of world-famous sport, fashion and lifestyle brands. The Group’s Retail division sells products under these Group brands in its stores, and the Brands division exploits the brands through its wholesale and licensing activities. The Brands division continues to sponsor a variety of prestigious events and retains a variety of globally-recognised, high-profile sportsmen and women as brand ambassadors.

Brands division total revenue increased by 4.1% to £226.4m (FY14: £217.5m). Wholesale revenues were up 4.4% to £193.3m (FY14: £185.2m), including growth in the challenging UK market. Trading in the US market was in line with expectations and continues to represent c.40% of total wholesale sales.

Brands gross margin decreased by 280 basis points to 40.3% (FY14: 43.1%). Wholesale gross margins fell 310 basis points to 30.1% (FY14: 33.2%) largely due to a shift in the sales mix towards lower margin lines.

Licensing revenues in the year were up 2.5% to £33.1m (FY14: £32.3m). During the year we signed 58 new licence agreements, covering multiple brands, product categories and geographies, with minimum contracted values of $25m over the life of the agreements. At 26 April 2015, the Group has 401 license agreements worldwide(1), across 264 licensees, with contracted minimums of $305m over the remaining life of the agreements.

(1) Includes consolidation of agreements signed in prior years.

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Longer term, we still regard licensing as the key driver of Brands division profitability and central to the overall growth of the Brands business. The key growth areas are expected to include Australasia and Asia Pacific with the acquisition of the Dunlop and Slazenger brands in the region during the year. This combined with growth in the Americas should compensate for a more challenging licensing landscape in the UK and Europe, as Sports Retail continues to expand in these territories.

Operating costs decreased by 9.7% to £57.0m (FY14: £63.1m) benefiting from the consolidation of our back office functions in the prior year. As a result of cost savings, underlying EBITDA increased by 12.9% to £34.1m (FY14: £30.2m).

We continue to focus on developing world-class products that are endorsed by leading athletes on the field of play. We expect to spend between £10 and £20m on advertising and promotional costs in the coming year.

WORKFORCE The success of the Group has largely been created by our c.27,000 strong workforce, whose dedication and commitment has been sustained over many years. Their enthusiasm and ‘one team’ attitude has assisted the Group to succeed where many other retailers have failed. The Board is extremely grateful for the time that our workforce has taken to develop their skills and expertise. We promote staff training wherever possible to enable them to be the best that they can be.

The 2009 and 2011 Share Schemes have been fundamental tools in the motivation and incentivisation of participating employees. Under the 2009 Share Scheme, c.27m shares vested with those participants. Subject to satisfactory personal performance, a further c.21m shares are expected to vest under the 2011 Share Scheme.

The 2011 Share Scheme Adjusted Underlying EBITDA targets (before scheme costs), relate to performance between FY12 and FY15. All four targets have now been met, and subject to the individual employee’s satisfactory personal performance, the shares are due to vest in 2015 and 2017. Under the 2011 Share Scheme participating employees are eligible for awards on a pro-rata basis depending on their length of service with the Group. Awards under the scheme are granted at either 100%, 75%, 50% or 25% of the participant’s annual base pay. Subject to the performance criteria being fulfilled, c.5m shares are due to vest in 2015 and c.16m shares are due to vest in 2017.

An additional three million shares are due to vest with an Executive Director and two members of senior management in 2017 under the Executive Share Scheme, subject to performance criteria being fulfilled. The Executive Share Scheme performance targets mirror those to be applied to awards under the 2011 Share Scheme.

As a result of the successes of previous schemes, the 2015 Share Scheme has been devised to encourage further outstanding employee performance for those who are invited to participate. The Scheme will provide for the grant of nil-cost options over up to 25m shares. The vestings are dependent on stretching performance criteria spanning between FY16 and FY19. With original EBITDA targets (before scheme costs) of £480m for FY16, £570m for FY17, £650m for FY18 and £750m for FY19 when the Scheme was approved, the Scheme has the potential to not only motivate participants, but also to create a further substantial increase in shareholder value.

The Group intends to propose an amendment to the FY16 Adjusted Underlying EBITDA target under the 2015 Share Scheme, which will be reduced from £480m to £420m. All other targets for the further three years of the Scheme currently remain the same. This change will be put to shareholders as an ordinary resolution at the Company’s AGM in September 2015.

CONTRACTS ESSENTIAL TO THE BUSINESS OF THE GROUP The Group has long-established relationships with Nike and adidas, the major suppliers of third-party branded sporting goods, and considers that continued supplies from these companies are critical to the business of the Group.

ENVIRONMENTAL MATTERS The Corporate Responsibility Report is on pages 28 to 32 and a review of the assessment of the Group’s impact on the environment is included in this report.

RESEARCH AND DEVELOPMENT The Group designs clothing and some footwear for sale in stores and has arrangements with suppliers for the research and development of goods for the Brands division.

OUTLOOK Trading since the year end has been in line with management’s expectations, and underpins the 2015 Share Scheme’s proposed revised FY16 Underlying EBITDA target of £420m. The Group’s performance continues to benefit from a number of factors including investment in product range and availability, with an increased emphasis on ‘better’ and ‘best’ Group branded products and the optimisation of our in-store and web offer, enhanced by the introduction of Click and Collect in the UK. We also continue to invest in our store portfolio, with the roll-out of further large format city centre stores.


16 July 2015

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The Financial Statements for the Group for the 52 weeks ended 26 April 2015 are presented in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

SUMMARY OF RESULTS52 weeks ended

26 April 2015(£’m)

27 April 2014 (£’m)

Revenue 2,832.6 2,706.0Underlying EBITDA 383.2 331.1Underlying Profit Before Tax 300.3 249.3Reported Profit Before Taxation 313.4 239.5

Pence per share Pence per share

Reported EPS 40.6 30.8Underlying EPS 38.9 32.1

The Directors believe that underlying EBITDA, underlying profit before tax and underlying earnings per share provide more useful information for shareholders on the underlying performance of the business than the reported numbers and are consistent with how business performance is measured internally. They are not recognised profit measures under IFRS and may not be directly comparable with “adjusted” profit measures used by other companies.

EBITDA is earnings before investment income, finance income and finance costs, tax, depreciation and amortisation and, therefore, includes the Group’s share of profit from associated undertakings and joint ventures. Underlying EBITDA is calculated as EBITDA before the impact of foreign exchange, any exceptional or other non-trading items and costs relating to the Share Schemes.

EBITDA AND PROFIT BEFORE TAXEBITDA (£’m) PBT (£’m)

Operating profit 295.6 -Depreciation, amortisation and impairment 67.8 -Share of profit of associated undertakings (excl. FV adjustments)

3.0 -

Reported 366.4 313.4Share Scheme 10.1 -Exceptional items 3.0 3.0Profit on disposal of investments - (12.6)Realised FX loss 3.7 3.7

IAS 39 FX fair value adjustment on forward currency contracts

- (7.2)

Underlying 383.2 300.3

Underlying 52 week FY15 profit before tax excludes: (i) exceptional items which decreased profit by £3.0m; (ii) profit on disposal of investments which increased profit by £12.6m; (iii) realised foreign exchange losses which decreased profit by £3.7m; and (iv) IFRS revaluation of foreign currency contracts which increased profit by £7.2m.

FOREIGN EXCHANGE The Group manages the impact of currency movements through the use of forward fixed rate currency purchase and sales contracts. The Group’s policy is to hold or hedge between zero and five years of anticipated purchases in foreign currency.

The realised exchange loss of £3.7m (FY14: £1.8m gain) included in administration costs has arisen from:

a) accepting Dollars and Euros at the contracted rate; and

b) the translation of Dollar and Euro denominated assets and liabilities at the period end rate or date of realisation.

The exchange gain of £7.2m (FY14: £11.2m loss) included in finance income/costs substantially represents the reduction in the mark-to-market liability made (under IFRS) for the Group’s unhedged forward contracts as at 26 April 2015. A number of the forward contracts outstanding at 26 April 2015 qualify for hedge accounting and the fair value gain on these contracts has been credited to equity through the Consolidated Statement of Comprehensive Income. The Group has sufficient USD/GBP contracts to cover all purchases in UK Retail for FY16. The Sterling exchange rate with the US Dollar was $1.680 at 27 April 2014 and $1.502 at 26 April 2015.

Given the potential impact of commodity prices on raw material costs, the Group may hedge certain input costs, including cotton, crude oil and electricity.

FINANCE COSTS52 weeks ended

26 April 2015 (£’m)

27 April 2014 (£’m)

Interest on bank loans and overdrafts (6.7) (7.5)Interest on other loans (0.2) (0.6)Interest on retirement benefit obligations (0.6) (0.6)Fair value adjustment to forward foreign exchange contracts

- (11.2)

(7.5) (19.9)

The decrease in interest payable is a result of the decreased use of the revolving credit facility and repayment of debt inherited from acquired companies.

The prior year loss on the fair value of forward foreign exchange contracts arose under IFRS as a result of marking to market at the period end those contracts that do not qualify for hedge accounting.

FINANCIAL REVIEW

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EXCEPTIONAL ITEMS52 weeks ended

26 April 2015(£’m)

27 April 2014 (£’m)

Profit on sale of freehold properties 10.3 -Impairment and accelerated depreciation and amortisation

(13.3) (5.5)

(3.0) (5.5)

The impairment and accelerated depreciation and amortisation relates to a change in the estimated useful life of certain tangible and intangible assets and impairment against goodwill in the year.

The profit on sale of freehold property includes the sale of a freehold warehouse for £21.2m, realising a profit of £11.3m.

TAXATION The effective tax rate on profit before tax in FY15 was 23.0% (FY14: 25.0%). This rate reflects depreciation on non-qualifying assets and overseas earnings being taxed at a higher rate.

EARNINGS52 weeks ended

26 April 2015(pence per share)

27 April 2014(pence per share)

Change (%)

Reported EPS (Basic) 40.6 30.8 31.8Underlying EPS 38.9 32.1 21.2Weighted average number of shares (actual)

592,294,371 585,513,537

Basic earnings per share (EPS) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the actual financial period. Shares held in Treasury and the Employee Benefit Trust are excluded from this figure.

The underlying EPS reflects the underlying performance of the business compared with the prior year and is calculated using the weighted average number of shares. It is not a recognised profit measure under IFRS and may not be directly comparable with “adjusted” profit measures used by other companies.

The items adjusted for arriving at the underlying profit after tax and minority interests is as follows:

52 weeks ended

26 April 2015(£m)

27 April 2014(£m)

Profit after tax 240.4 180.2Post tax effect of adjustment items:Profit on disposal of listed investments (2.8) (4.0)Impairment of goodwill - 0.3Fair value adjustment to forward foreign exchange contracts

(12.5) 8.4

Realised loss/(gain) on forward foreign exchange contracts

2.9 (1.4)

Profit on disposal of freehold properties (7.9) -Impairment and accelerated depreciation and amortisation

10.2 4.1

Underlying profit after tax 230.3 187.6

DIVIDENDS The Board has decided not to propose a dividend in relation to FY15. The Board feels that it remains in the best interests of the Group to preserve financial flexibility, facilitating the pursuit of potential acquisitions and other growth opportunities. The payment of dividends remains under review in future years.

CAPITAL EXPENDITURE During the year, capital expenditure amounted to £100.3m (FY14: £69.1m), which includes expenditure on licences within intangible assets and construction of our Shirebrook warehouse.

ACQUISITIONS The Group made a number of smaller acquisitions during the year including the purchase of 25 former LA Fitness gyms.

STRATEGIC INVESTMENTS During the year the Group disposed of c.1.5m shares in JD Sports Fashion plc but at the year end continued to hold an 11.09% stake in JD Sports. The fair value of the Group’s holdings at 26 April 2015 was £140.8m (27 April 2014: £104.9m). The movement in the fair value of the shares held has been recognised directly in Other Comprehensive Income.

In June 2014, the Group acquired an interest in c.7m shares in MySale Group plc, representing 4.8% of the issued share capital of MySale.

In September 2014, the Group entered into a derivative agreement referencing 23,000,000 shares in Tesco Plc, representing 0.3% of the issued share capital of Tesco.

In October 2014 the Group acquired c.56m shares in Debenhams plc for £33.2m, representing 4.6% of the issued share capital of Debenhams. This stake was sold in November 2014 and the Group entered into a derivative agreement referencing c.74m Debenhams shares, equivalent to 6.1% of the issued share capital of Debenhams.

On 23 January 2015 the Group terminated an existing Debenhams derivative agreement entered into in January 2014 and at the same time, entered into a new derivative agreement referencing c.128m ordinary shares of Debenhams (representing 10.5% of the issued share capital of Debenhams).

As at 26 April 2015 the Group had an interest in 15.0% interest in Debenhams’ ordinary shares.

These stakes allow us to develop relationships and commercial partnerships with the relevant retailers and assist in building relationships with key suppliers and brands.

The fair value of equity derivative agreements is included within the derivative financial assets balance of £92.2m.

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CASH FLOW AND NET DEBT Net debt decreased by £152.3m from £212.0m at 27 April 2014 to £59.7m at 26 April 2015.

The analysis of debt at 26 April 2015 was as follows:

26 April 2015 (£’m)

27 April 2014 (£’m)

Cash and cash equivalents 78.3 151.0

Borrowings (138.0) (363.0)

Net debt (59.7) (212.0)

On 25 November 2014 the Group utilised the accordion option under its £688m working capital facility. As a result, the working capital facility has been increased from £688m to £738m. The facility is available until September 2018 and is not secured against any of the Group’s fixed assets.

The Group also has a £250m working capital facility with Mike Ashley which can be drawn down on request. This facility was agreed at market terms at its inception and is not secured against any fixed assets. At the year end no balance was due.

The Group continues to operate well within its banking covenants and the Board remains comfortable with the Group’s available headroom.

CASH FLOW Total movement is as follows:

26 April 2015 (£’m)

27 April 2014 (£’m)

Underlying EBITDA 383.2 331.1Realised (loss) / profit on forward foreign exchange contracts

(3.7) 1.8

Taxes paid (77.7) (55.7)

Underlying free cash flow 301.8 277.2Invested in:- Working capital and other (64.8) (110.1)Purchase of own shares - -Acquisitions (including debt) (3.8) (144.2)Net proceeds from / (purchase of) investments 4.1 (4.6)Net capital expenditure (79.1) (69.1)Finance costs and other financing activities (5.9) (7.2)Decrease / (Increase) in net debt 152.3 (58.0)

The increase in working capital is partly to support the growth of Sports Retail and the online business and partly due to the timing of payments around year end.

PENSIONS The Group operates a number of closed defined benefit schemes in the Dunlop Slazenger companies. The net deficit in these schemes decreased from £15.4m at 27 April 2014 to £14.9m at 26 April 2015.

Matt Pearson Acting Chief Financial Officer

16 July 2015

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OUR PEOPLE The Group employs over 27,000 people, across 19 countries and various sectors, from Sport, Fashion, Lifestyle, Gyms and Brands, and our people are what makes the Sports Direct Group such a success.

Our whole people ethos revolves around ‘Right Person, Right Place, Right Time’ and we are committed to the continued development of our people to meet our future growth plans. Nurturing our people to reach their full potential and promoting internally where ever possible have been tools that have been used by the Group for over the last 30 years and are fundamental to our continuing success.

ATTRACTION AND RETENTION As a Group, we like to train and retain our staff to ensure that valuable knowledge remains within the business. The Group uses a number of incentives to retain our people, including regularly holding employee appraisals, to see the areas where we, as an employer, can improve. We find that regular appraisals also highlight the knowledge gaps which our employees have, and allows us to offer staff training which will develop their understanding.

During FY15 18.7% of our UK salaried staff left the Group, a decrease from 19.2% in FY14. We estimate that this figure will remain relatively low during the 2011 Share Scheme vesting periods.

Our Share Schemes are utilised to attract, motivate and incentivise our people and potential future employees. We have found that creating a shared goal has improved employee satisfaction levels.

Store Manager stability with Sports Direct is currently sitting at 92%, this is an increase of 6% on the FY14 figure. Assistant Manager and Footwear Manager stability currently sit at 86.5% and 90.3% respectively, which is an increase of 6% and 4% across the positions.

SALARIED STAFF TURNOVER SINCE FY10

PERFORMANCE & REWARD We reward the hard work of our participating employees with the Share Schemes. The Share Schemes are dependent on the achievement of pre-determined underlying EBITDA targets, as well as satisfactory performance of the individual employee.

The targets for the 2011 Share Schemes were:

2012: Underlying EBITDA of £215m - Achieved 2013: Underlying EBITDA of £250m - Achieved 2014: Underlying EBITDA of £260m - Achieved 2015: Underlying EBITDA of £300m - Achieved

All four of the 2011 Share Scheme targets have now been achieved. Under the 2009 Share Scheme c.27m shares in total vested, and a further c.21m shares are expected to vest under the 2011 Share Scheme.

The Group also has several policies and systems in place to ensure staff welfare is monitored and maintained. These are laid out in the diagram below.

GRADUATE RECRUITMENT During 2014 we ran our Graduate Recruitment Programme, ‘Talent Bank’. The eight week programme offered graduates placements in our Ecommerce and Finance team with the opportunity to complete projects within the Group and compete for rewards, and the opportunity of a permanent role at the end of the programme. The scheme is paid, with interns working on projects similar to those in the work environment. The programme ensures that we are bringing in new talent and the Group is constantly evolving with new ideas and ways of thinking.

CORPORATE SOCIAL RESPONSIBILITY REPORT

Corporate Responsibility is central to our vision to be an industry leader. Our established Corporate Responsibility framework focuses on five key areas: People, Health and Safety, the Environment, Customers and the Community. Sports Direct has developed Key Performance Indicators (KPIs) to ensure we deliver on our commitments. These KPIs are further discussed in this report and in the Chief Executive’s Report and Business Review, and are based solely on our UK operations, unless expressly stated.

EQUAL OPPORTUNITY & DIVERSITY POLICY

STAFF FORUM

RIGHT TO A TRADE UNION

TAILORED EMPLOYEE HANDBOOK

FY12 17%

FY13 15.5%

FY14 19.2%

FY15 18.7%

17%FY11

17%FY10

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DIVERSITY Diversity within the Group is essential and we believe this plays an important role in a successful business. At all times we try to ensure that our people meet the diversity, cultures and values of our varied customer base.

Our Board currently has a 14% female representation, with further details being shown on page 33. We are in the process of looking to recruit another female for the Board, although we consider that the necessary skills and experience are of paramount importance, with diversity being of lesser significance.

Females make up 32% of our senior management team. While we appreciate that work could be done to ensure that the figure is more balanced, we are satisfied that the team possesses the appropriate balance of skills and knowledge. As positions become available the necessary level of consideration will be given to ensuring diversity within the team.

Our overall UK workforce base consists of 46.4% females, proving that discrimination for factors including gender will not be tolerated within the Group. The law is paramount when we recruit employees and we aim to ensure that both male and female candidates are provided with equal opportunities to apply for and work in all positions across the Group.

A BREAKDOWN OF GENDER DIVERSITY:

Male Female

Directors 6 1

Other senior managers 37 17

All UK workforce 11,450 9,899

TALENT & CAPABILITY DEVELOPMENT In the last year we saw the launch of our new competency framework, known as the ‘Success Factors.’ The seven Success Factors provide the behaviours that lead to great performance in individual job roles within Sports Direct and include the qualities and skills that help people to be successful. In short it’s what our ‘best performers do’ and they describe ‘how we need to be’.

We have worked on embedding the Success Factors in to all of our people practices since launch in November 2014. Firstly by introducing new recruitment tools and providing our store manager population in the UK with competency based interview training.

Secondly, we launched our new annual appraisal across UK Retail, Head Office, Warehouse and Transport. Each division has a Success Factor framework of its very own. Our people review and agree performance within their annual appraisal and set development goals to achieve in the coming year.

With the introduction of the Success Factors we have created a mechanism of identifying and developing internal talent across the Group to support our future growth plans.

Our teams have a variety of development opportunities using different methods. We encourage growing within one’s current role or taking on new challenging tasks, learning from others, supporting individuals in realising their potential and providing formal training opportunities.

KEY HIGHLIGHTS: Total workforce (total Group): 27,207 Hours invested in training: 58,000

DEVELOPING OUR PEOPLE – TRAINING PROGRAMMES The aim of our Staff Training and Development Department is to use the International Training Centre to provide the best, state of the art facilities for our team to flourish into champions. Our goal is to give every member of our team the opportunity to be inspired, stimulated, motivated, and empowered. We know that it takes every single team member to make a difference and improve the performance of the business.

We have continued to focus on the need to proactively develop our team’s competence base and leadership capabilities in order to meet the rapidly changing requirements of the Group. Training is an area in which we have continued to invest, and in FY15 alone, over 58,000 hours were invested into training and developing the team at Sports Direct.

We are committed to continue offering a great portfolio of training courses, the majority of which are housed in our very own facilities. The portfolio has continued to grow as it has year on year with three areas receiving more emphasis:

• “Home Grown” Talent Management Programme• Customer Service Training• Management Induction

We have an international approach to training by adopting our principles to those in the countries in which we trade. Teams from Austria, Estonia, Czech Republic, Dubai, Malaysia, France, Portugal, Holland, Cyprus, Switzerland, Kuwait, Belgium, Iceland, Hungary, Slovenia, Slovakia, Poland have all attended sessions.

“HOME GROWN” TALENT MANAGEMENT PROGRAMME The Home Grown Talent Management Programme allows us to place the right person in the right position at the right time. It is a structured programme which shows staff that outstanding performance can lead to further opportunities to progress within the Group. It helps retain talented and key individuals, which in turn reduces recruitment costs.

Our talent management activities are open to the majority of our workforce, with a focus on those who consistently show high-potential. It is part of our culture to develop high-potential employees to grow into future Group leaders, and is a method which we have used since day one. We believe that producing a common standard of behaviour for those in leadership roles will improve the likelihood of the Group achieving future goals, and enable us to retain real talent, by allowing it to flourish.

The Programme encourages our workforce to better themselves each and every day. At the end of the Programme, providing the individual has proved to be worthy of opportunity, key positions will be offered to these who have shown that they are ready to take the next step in their careers.

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CUSTOMER SERVICE TRAINING During the year our customer service programme has continued to play a pivotal role when working with Sports Retail store staff. The training model has continued to be used by Store Managers, through a combination of seminars and eLearning.

The ‘Sales through Service’ Model (STARS) reinforces the key elements of successful customer service:

• Smile• Talk• Ask• Recommend• Sale

The training works in conjunction with our “5 Star Commission Scheme”, and aims to assist growth expectations by showing staff how developing their behaviours can provide a better service to customers and drive sales.

MANAGEMENT INDUCTION New and existing managers have attended the two week residential induction programme, which is based at our Shirebrook campus. The programme consists of a mixture of shop floor based training and classroom centred activities, with typical subjects including merchandising, administration, delivery processes, health and safety, shop closure processes, product training, and retail business skills.

HIGH PERFORMING MANAGERS Our elite group of high performing operational managers are offered training via work based schemes which look to further develop their skills. The training schemes include topics such as effective leadership, team engagement, performance enhancement and managing through change, with the activities based on real work situations. We have found that the training makes an immediate difference to the problem solving, analytical and inter-personal communication skills of those who have been trained.

INTERNAL PROMOTION REFRESH PROGRAMME Members of the retail team who are put forward for internal promotion are invited to attend the Operational and Managerial Refresh Programme. This is a five day residential course that consists of shop floor operational training combined with style and behaviour modules covering communication, leadership and decision making.

BRAND TRAINING Robust training programmes to inform and train staff on product innovation and brand initiatives continue. This ensures that the links between Sports Direct and the major brands are stronger than ever.

Sports Direct is still a heavy user of Nike Sports Knowledge Underground (SKU) and continue to be one of the front runners in terms of percentage completion worldwide. SKU provides another eLearning opportunity for the Sports Direct team which allows staff to gain essential foundation knowledge on Nike Products. This foundation knowledge is then taken one step further on the Nike Training days held at the Sports Direct Training Academy. The days are hosted by Nike Experts (EKINs) and take the foundation knowledge from SKU to a higher level with interaction and involvement. The Nike Graduate Scheme then encourages those who attend the training day to transfer their learning to the team in-store. By doing so they gain the recognition of becoming a Nike Graduate within their store. Sports Direct works exclusively with Nike on this exceptional training initiative.

Sports Direct works with adidas and Puma to provide bespoke training initiatives to support the continued growth of adidas and Puma products. Through 2014, many team members attended specialist adidas sessions, which focused on product knowledge and selling skills. More dates are in the diary for 2015 to support and capture the main product releases and new innovations in sporting technologies.

FOOTWEAR MASTERCLASS Aimed at managers responsible for the footwear department in their branch, the Footwear Masterclass is a three day residential course which focuses on one of the key departments in a Sports Direct store. Typical subjects covered include merchandising, staff efficiency, best practice, health and safety, policies, and procedures.

E LEARNING It is important that all staff are engaged with who we are and what message we want to give to customers, and we believe that delivering effective induction training is key to this. Without a proper induction, there is the risk of staff not understanding compliance issues or policies, low productivity and poor motivation, poor customer service and lost sales.

Recently we implemented a new, interactive induction programme that would create pride in Sports Direct and ensure consistency and structure in foundation training. The induction programme is available to all UK Retail staff, aimed at engaging new starters and re-energising existing colleagues.

Sponge UK, a specialist eLearning company, have been engaged by the Group to develop an online induction that complements the existing face-to-face training that the Group offers. The current modules focus on the four main areas, being sales and service, health and safety, merchandising, and day to day operational information. These areas are the first in a planned suite of courses that will cover all aspects of the Group’s activity.

As it is important for staff to be able to access the learning on the go, the course has been designed to work on tablets and smartphones, as well as desktop computers. The induction programme is one of the very first Adapt eLearning courses, and we have 17,000 users who currently feel the benefit of this.

HEALTH AND SAFETY As the Company continues to grow there has been increased focus on creating a consistent method of evaluating health and safety performance. Going forward we are looking to set targets and monitor our performance.

In relation to the UK workforce we have calculated the figures per 100,000 hours worked using a 12 month rolling average. The number of accidents involving the warehouse workforce as at April 2015 was 5.9, compared to 2.8 at April 2014. Increased footfall and decreased workspace due to ongoing building works, have both contributed towards the increase. The number of accidents involving the store, office and distribution workforce has remained static with 2.5 as at April 2015 and April 2014.

In relation to the general public we have calculated the figures per £10m store turnover using a 12 month rolling average. The number of accidents involving the general public had decreased over the course of the year and was 3.9 as at April 2015, compared to 4.7 in April 2014.

Over the course of the year there have been no environmental prosecutions or work-related fatalities.

ENVIRONMENT We recognise that we have a responsibility to manage the impact our business has on the environment, and we are committed to reducing this both now and in the future. We continue to comply with the Government’s Carbon Reduction Commitment, and have identified key areas where we can make a difference, in particular energy usage in our stores, transport and waste management.

We are continuously aiming to reduce our carbon footprint. The single most significant element is electricity, which makes up 84% of the footprint. The carbon footprint spread across all UK sites is detailed in the chart opposite.

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CARBON FOOTPRINT ANALYSIS 1 APRIL 2014 - 31 MARCH 2015

The growth of our Company has increased the number of our stores and therefore the absolute GHG emissions. Our chosen intensity ratio of electricity-related emissions per £m revenue has increased by 15.9%; 11.5% of which is due to a change in DEFRA’s conversion factor, the remainder due to the inclusion of a number of newly acquired fitness centres which are more energy consuming and therefore have this effect.

GREENHOUSE GAS (GHG) EMISSIONS REPORTING

Reporting period(1) 1 April 2014 - 31 March 2015Baseline year FY12Consolidation approach

Operational control

Boundary summary

All UK entities and facilities either owned or under operational control were included. Emissions from air conditioning and refrigeration units are excluded due to the cost of data collection. These are expected to be a negligible % of scope 1 emissions.

Consistency with Financial Statements

Other than the emissions declared for the period 1 April 2014 – 31 March 2015 to be in line with the CRC Energy Efficiency Scheme, there are no inconsistencies with Financial Statements.

Emission factor data source

DEFRA (May 2013)

Assessment methodology

The Greenhouse Gas Protocol and ISO 14064-1 (2006). We have used the 2014 UK Government’s GHG conversion factors.

Materiality threshold

Materiality was set at Group level at 5%, with all UK facilities estimated to contribute >0.5% of total emissions included

Intensity ratio Emissions per £m revenue

(1) The emissions declared are for the period 1 April 2014 – 31 March 2015 to be in line with the CRC Energy Efficiency Scheme.

Scope 1 GHG emissions are calculated based on the purchased quantities of commercial fuels using published emission factors. Scope 2 GHG emissions are primarily calculated from metered electricity consumption and published emission factors.

CO2 equivalent factors are used which ensures we have reported on all of the emission sources required under the Companies Act 2006 Regulations.

Group UK Only UK OnlyYear 2015 2015 2014Scope 1 CO2e emissions 14,129 12,801 11,206Scope 2 CO2e emissions 116,335 82,455 64,747Total Scope 1 and Scope 2 CO2e emissions (Tonnes)

130,464 95,256 75,953

CO2e Emissions (Tonnes/£m) 46.1 42.3 36.8

This is the second year of mandatory reporting of this data. To provide analysis against previous years we have shown comparative data for electricity-related emissions, which accounts for 84% of our GHG emissions in the current year.

The table below details Electricity vs. Revenue and shows a pro rata increase of 15.9% across the year.

Year 2015 2014CO2e Emissions from electricity (Tonnes) 80,160 63,393CO2e Emissions from electricity (Tonnes/£m)(1) 35.6 30.7Electricity vs. Sales Turnover Index (2012: 100) 117.6 101.5

(1) Not including non-UK revenue, in line with the CO2e emissions reported.

WASTE REDUCTION We are actively reducing the amount of waste we send to landfill and segregate waste to ensure that we recycle as much as possible.

THIS YEAR WE RECYCLED:

• 6,127 units of electrical equipment (2014: 7,099 units)• 94 tonnes of waste paper (2014: 78 tonnes)• 9,526 tonnes of cardboard (2014: 9,230 tonnes)• 235 tonnes of metal (2014: 147 tonnes)• 618 tonnes of plastic (2014: 558 tonnes)

All stores now use biodegradable carrier bags and provide the option of a “bag for life”. This is actively promoted in-store through high levels of staff engagement.

Looking ahead, we will continue our commitment to minimise waste and improve energy efficiency across our stores.

CUSTOMERS Customer service is at the forefront of our business. We aim to provide customers with an enjoyable experience both in-store and online and ensure all our products are safe and fit for purpose.

Monitoring customer satisfaction and responding to queries is a continuous process. All written complaints are recorded, including an analysis of the nature of the complaint so that trends can be assessed and appropriate action taken.

We have an online customer contact form that reduces the time it takes for our customers to contact us and increases the volume of contact. Online communication has reduced the amount of time it takes for us to respond to queries thereby increasing our service levels, while reducing the print and postage costs for both the Group and customers.

We are continuously working to improve customer service at all levels within the Group from the retail stores, Head Office and through to our website.

Electricity 84%

Diesel 12%

Other 4%

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COMMUNITY SUPPLY CHAIN We are committed to responsible business practices in our own business and within our supply chain. We continue to procure merchandise from manufacturers who have proved to uphold ethical employment and trading practices, and we have a strict Code of Ethics that we require every supplier to adhere to. The Code provides for the fair treatment of workers, ensuring a safe environment in accordance with the local and national laws where workers are treated with respect and paid fairly for what they do. The code also ensures there is no child labour and no use of illegal means or materials in the production of goods.

We have longstanding relationships with our suppliers who have demonstrated that their work practices are consistent with Sports Direct’s standards. Approximately 40% of our current suppliers have been working with the Company for 10 years or more. We have worked with two leading supply chain companies in Singapore and South Korea for a number of years. Using their local knowledge and experience helps benefit the business and the communities in which they operate. Both businesses have the highest social and business ethics code which aligns with our own Code of Ethics, the BSCI Code of Conduct (which is based upon the United Nations Declaration of Human Rights) and the Social Accountability 8000 (SA8000) Code.

Sports Direct relies on those supply chain companies to inspect the premises of all suppliers and manufacturers. Frequent inspections are carried out randomly to ensure that goods meet our quality standards as well as assessing continued compliance with SA8000 and our Code of Ethics. We cease immediately to work with suppliers who do not meet our criteria.

We comply with an internationally recognised list of chemicals that are banned for use in fabrics. The supply chain companies conduct random tests on fabric which are then taken to a recognised laboratory for quality testing and to ensure that banned chemicals are not being used.

CHARITY Year on year we dedicate money, clothing and equipment to worthy charities, to ensure that sport can be enjoyed and appreciated by all backgrounds. Sport is not only important to leading a fit and healthy lifestyle, but should also be seen as fun. Our dedications go some way towards allowing sports to be enjoyed by a variety of unlikely sportsmen and women.

KARRIMOR Karrimor became the official clothing and equipment supplier to the charity team ‘Waves4hope’. The seven man squad successfully completed the challenge of a lifetime, rowing the English Channel for three great charities; Saving Faces, The Royal Marsden Cancer Charity and Sail4Cancer. The novice team were fully equipped with Karrimor gear to take on this gruelling venture, with the aim of raising £30,000. Congratulations to the team on their outstanding achievement.

SLAZENGER ‘CHANCE TO SHINE’ Slazenger is the exclusive cricket equipment supplier to the country’s most recognised grassroots cricket development programme, ‘Chance to Shine’. Each project provides structured coaching and a competition programme for a group of schools who would not have otherwise had the chance to participate in the sport.

By 2013, the programme had reached one third of all primary and secondary schools amounting to almost 7,000 schools and has supported two million young people, almost half of whom are girls. Over £600,000 worth of cricket equipment has been supplied by Slazenger to enable the programme to run successfully.

DUNLOP Dunlop works together with its sponsored professional golfers Lee Westwood and Darren Clarke to supply clothing to their ‘golf schools’. These are junior player development schemes which provide qualified coaching and mentoring to youngsters.

Over £40,000 worth of clothing has been provided through sponsorship to the schemes so far.

LONSDALE Lonsdale is the Official Equipment and Fight Sports Apparel Supplier for the RAF and the Royal Navy. We are the proud sponsor of the RAF annual Novice Championships, The Lord Wakefields.

At a grassroots level, Lonsdale is also a sponsor of the England Boxing Lonsdale Golden Gloves School Championships and provides 50 pairs of golden gloves, worth £2,000 to the finalists free of charge.

EVERLAST Everlast supports a variety of organisations throughout the year, including both sports-oriented and charitable programmes. A long-standing supporter of the most prestigious amateur boxing competition in the US; the New York Golden Gloves, Everlast is the official fight glove and apparel sponsor. The organisation celebrated its 88th year in April.

Since 2006, Everlast has also served as a proud supporter of The Breast Cancer Research Foundation® (BCRF). Each year, Everlast donates a portion of the sale proceeds from selected pink products to help the foundation provide funding for clinical and genetic research. Last year, Everlast donated $57,433 to BCRF’s research efforts to find a cure.

ANTIGUA GROUP Antigua supports a wide variety of sports related and charity related events throughout the year. These include The Phoenix Children’s Hospital Annual Golf Classic, The Scottsdale Charros Foundation, The Jerry Colangelo Prostate Cancer Event and The Salvation Army.

Antigua is also heavily involved in the promotion of Junior Golf in Arizona and around the country. Antigua has sponsored “The Antigua Junior Tour” in partnership with the SWSPGA for over 20 years and also supports Girls Golf, The First Tee and The Junior Golf Association of Arizona. In recent years, Antigua has helped to create the Antigua National High School Golf Invitational which invites teams from all over the United States to participate.

The Strategic Report was approved by a duly authorised Committee of the Board of Directors on 16 July 2015, and signed on its behalf by:


16 July 2015

CORPORATE SOCIAL RESPONSIBILITY REPORT CONTINUED

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THE BOARD

DR KEITH HELLAWELL QPM NON-EXECUTIVE CHAIRMAN, CHAIRMAN OF NOMINATION COMMITTEE APPOINTED: 24 November 2009 COMMITTEES: Nomination and Remuneration Committees

PREVIOUS ROLES: Prior to joining the team at Sports Direct International plc, Dr Hellawell spent over 40 years in public sector management being a former Chief Constable of two British police forces. While working directly for the Prime Minister between 1998 and 2002 he wrote and coordinated the United Kingdom national and international anti-drugs policy. Dr Hellawell has been involved in the private sector since 1998 when he joined Evans of Leeds, a fully listed property company. Since then he has served on the Boards of both Dalkia plc and Sterience Limited, subsidiaries of the French company Veolia Env. He was Non-Executive Chairman of Goldshield Group plc, a marketing-led pharmaceutical and consumer health company, from May 2006 to its sale in December 2009. He has held a number of other Non-Executive Board positions in private companies including sectors such as vehicle manufacturing and IT.

PRESENT ROLES: Dr Hellawell is currently a Non-Executive Director of Mortice plc, a Singapore-based facilities management company and a Director of the Super League team Huddersfield Giants. He also runs his own management and training consultancy company.

KEY SKILLS AND EXPERIENCES: Dr Hellawell has worked in both the public and private sector for over 50 years. Throughout this time he has built up a wealth of experience which he brings to the Group to ensure the successful and effective operation of the Board.

MIKE ASHLEY EXECUTIVE DEPUTY CHAIRMAN APPOINTED: 1982 (founder)

PREVIOUS ROLES: Mike established the business of the Group on leaving school in 1982 and was the sole owner until the Group’s listing in March 2007.

KEY SKILLS AND EXPERIENCES: Mike was the founder of the Group and has the necessary skills for formulating the vision and commercial strategy of the Group. With over 30 years in the sports retail business with Sports Direct he is invaluable to the Group.

DAVE FORSEY CHIEF EXECUTIVE APPOINTED: 1984

KEY SKILLS AND EXPERIENCES: Dave has been with the business for over 30 years, during which time he has acquired significant knowledge and experience of the sports retail business. In conjunction with the Executive Deputy Chairman, he agrees strategy, appropriate objectives and policies for each of the businesses. Dave has overall responsibility for the daily management of the Group.

MATT PEARSON ACTING CHIEF FINANCIAL OFFICER APPOINTED: 04 June 2015

PREVIOUS ROLES: A graduate in Maths, he qualified with Tenon, now part of Baker Tilly, in 2004. He subsequently joined Ernst and Young, now EY, in Nottingham where he worked as an auditor before joining the Group.

KEY SKILLS AND EXPERIENCES: Matt joined the Group in June 2007, shortly after it listed on the London Stock Exchange, and has since worked closely with the Executive team and the Audit Committee in his role as Group Financial Controller. Matt is a qualified Chartered Accountant, with substantial knowledge of all financial aspects of the Group.

SIMON BENTLEY SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF AUDIT COMMITTEE APPOINTED: 02 March 2007

COMMITTEES: Audit, Nomination and Remuneration Committees

PREVIOUS ROLES: Simon qualified as a Chartered Accountant in 1980 and in 1987 joined Blacks Leisure Group Plc where he was Chairman and Chief Executive for 12 years.

PRESENT ROLES: Simon chairs and is on the board of a range of companies and organisations. Among these, he is Chairman of the hair brand Umberto Giannini, is the principal owner and Chairman of the leading mobile ATM operator Cash on the Move, is a Supervisory Board Director of Global Home, a designer and manufacturer of indoor furniture for retailers, based in Vietnam, and is Chairman of Yad Vashem – UK Foundation.

KEY SKILLS AND EXPERIENCES: He has lengthy experience of the sporting goods industry, and maintains the recent and relevant experience necessary to be Chairman of the Audit Committee.

DAVE SINGLETON NON-EXECUTIVE DIRECTOR, CHAIRMAN OF REMUNERATION COMMITTEE APPOINTED: 27 October 2007


PREVIOUS ROLES: Dave spent 25 years with Reebok International Limited. He stepped down in April 2007 having assisted with the successful integration of Reebok following its acquisition by adidas Group in January 2006. For eight years he was Vice President of Northern Europe Region & UK and then was Senior Vice President of Europe, Middle East & Africa.

PRESENT ROLES: Dave is Chairman of Bolton Lads & Girls Club, Chairman of Bolton Community Leisure Trust and a Trustee at Bolton Wanderers Community Trust.

KEY SKILLS AND EXPERIENCES: Dave has an extensive senior management record and brings valuable experience of international sports brand operations.

CLAIRE JENKINS NON-EXECUTIVE DIRECTOR APPOINTED: 25 May 2011


PREVIOUS ROLES: Claire’s most recent Executive role was as Group Director Corporate Affairs and a member of the Executive Leadership Team, responsible for the company’s sustainability and communications activities, at Rexam plc, a leading global beverage can maker. Prior to that, she was a member of the Management Committee of international tobacco company Gallaher Group plc (acquired by Japan Tobacco in 2007) where she was responsible for investor relations and Group planning. Claire has also gained corporate experience in various consulting roles and at Laing & Cruickshank, and as a Non-Executive Director of Retro Classics Fund.

PRESENT ROLES: Claire is Chairman of Amicus, and a Non-Executive Director of Media For Development.

KEY SKILLS AND EXPERIENCES: Claire has excellent all-round business experience and, in addition, has particular corporate governance and communication skills.

AUDIT COMMITTEE NOMINATION COMMITTEE REMUNERATION COMMITTEE

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PRINCIPAL ACTIVITIES AND BUSINESS REVIEW The Chief Executive’s Report on pages 21 to 24 provides a detailed review of the Group’s current activities and potential future developments together with factors likely to affect future development, performance and conditions. There is also a table of the principal risks and uncertainties likely to affect the Group. The financial position of the Group, its cash flow, liquidity position and borrowing facilities are described in the Financial Review on pages 25 to 27. The Corporate Responsibility Report on pages 28 to 32 reports on environmental matters, including the impact of the Group’s businesses on the environment, the Group’s workforce, and on social and community issues.

The principal activities of the Group during the year remained unchanged and were:

• retailing of sports and leisure clothing, footwear and equipment;• wholesale distribution and sale of sports and leisure clothing, footwear and equipment

under Group-owned or licensed brands; and• licensing of Group brands.

Further information of the Group’s principal activities is set out in the front of this document and in the Chief Executive’s Report on pages 21 to 24.

RESULTS FOR THE YEAR AND DIVIDENDS Revenue for the 52 weeks ended 26 April 2015 was £2,832.6m and profit before tax was £313.4m compared with £2,706.0m and £239.5m in the prior year. The trading results for the year and the Group’s financial position as at the end of the year are shown in the attached Financial Statements, and discussed further in the Chief Executive’s Report and Business Review and in the Financial Review on pages 21 to 24 and 25 to 27 respectively.

The Board has determined not to recommend a dividend this year.

SHARE CAPITAL AND CONTROL The authorised share capital of the Company is £100,000,000 divided into 999,500,010 ordinary shares of 10p each and 499,990 redeemable preference shares of 10p each.

Further information regarding the Group’s issued share capital can be found on page 77 of the Financial Statements.

Details of our Share Schemes are also set out on page 77.

There are 640,602,369 ordinary shares of 10p in issue and fully paid of which 42,137,508 are currently held in Treasury.

There are no specific restrictions on the transfer of shares, which are governed both by the general provisions of the Articles of Association and prevailing legislation.

The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights.

The Directors were authorised to allot shares in the capital of the Group up to an aggregate nominal amount of £19,948,829 (being approximately one third of the then issued share capital) for the period expiring at 9 September 2015, the date of the 2015 Annual General Meeting.

In line with guidance from the Association of British Insurers the Company was also granted authority to issue a further third of the issued share capital to a nominal amount of £39,897,658 (being approximately 35% of the issued share capital) in connection with a rights issue.

A further authority to allot shares up to a maximum nominal value of £2,992,324 (being approximately 5% of the then issued share capital) as if statutory pre-emption rights did not apply, was also approved.

The authorities expire at the close of the next Annual General Meeting of the Company, but a contract to allot shares under these authorities may be made prior to the expiry of the authority and concluded in whole or part after the Annual General Meeting, and at that meeting other authorities will be sought from shareholders.

The Group was authorised to make market purchases of ordinary shares of 10p each in the Company of up to a maximum aggregate number 59,846,486 representing 10% of the Company’s issued ordinary share capital at the 2014 Annual General Meeting. The above authority expires at the close of the next Annual General Meeting of the Company.

SHAREHOLDERS No shareholder enjoys any special control rights, and, except as set out below, there are no restrictions in the transfer of shares or of voting rights.

Mike Ashley has entered into a Relationship Agreement with the Company. Under the terms of the Agreement Mike Ashley undertook that, for so long as he is entitled to exercise, or to control the exercise of, 15% or more of the rights to vote at general meetings of the Company, he will;

• conduct all transactions and relationships with any member of the Group on arm’s length terms and on a normal commercial basis;

• exercise his voting rights or other rights in support of the Company being managed in accordance with the Listing Rules and the principles of good governance set out in the UK Corporate Governance Code and not exercise any of his voting or other rights and powers to procure any amendment to the Articles of Association of the Company;

• other than through his interest in the Company, not have any interest in any business which sells sports apparel and equipment subject to certain rights, after notification to the Company, to acquire any such interest of less than 20% of the business concerned, and certain other limited exceptions, without receiving the prior approval of the Non-Executive Directors; and not solicit for employment or employ any senior employee of the Company.

The Company has been advised that the following parties had a significant direct or indirect shareholding in the shares of the Company:

NUMBER OF SHARES HELD

PERCENTAGE OF ISSUED ORDINARY SHARE CAPITAL WITH VOTING RIGHTS HELD NATURE OF HOLDING

Mike Ashley (1) 330,000,000 55.14% Indirect

The Capital Group Companies, Inc. (2) 33,671,254 5.63% Indirect

Odey Asset Management (3) 29,852,065 4.99% Indirect

(1) Mike Ashley holds the shares through two companies, namely MASH Beta Limited and MASH Holdings Limited, which hold 303,507,460 (50.71% of the issued ordinary share capital of the Company) and 26,492,540 (4.43% of the issued ordinary share capital of the Company) ordinary shares respectively. These figures are as at 21 January 2015, being the last date on which the Company was notified of a change in the percentage of shares.

(2) These figures are as at 10 July 2015, being the last date on which the Company was notified of a change in the percentage of shares.

(3) These figures are as at 15 July 2015, being the last date on which the Company was notified of a change in the percentage of shares.

The Directors of Sports Direct International plc present their Annual Report and Accounts for the year ended 26 April 2015.

DIRECTORS’ REPORT

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SUPPLIERS The Group understands the importance of maintaining good relationships with suppliers and it is Group policy to agree appropriate terms and conditions for its transactions with suppliers (ranging from standard written terms to individually negotiated contracts) and for payment to be made in accordance with these terms, provided the supplier has complied with its obligations.

CONTRACTS ESSENTIAL TO THE BUSINESS OF THE COMPANY The Chief Executive’s Report on pages 21 to 24 details information about persons with whom the Group has contractual or other arrangements and are deemed essential or material to the business of the Group.

TAKEOVERS The Directors do not believe that there are any significant contracts that may change in the event of a successful takeover of the Company. Details of the impact of any successful takeover of the Group on the Directors’ bonus and share schemes are set out in the Director’s Remuneration Report on pages 44 to 52.

SHARE SCHEMES Details of the Executive Share Schemes are set out in the Directors’ Remuneration Report on page 45 and details of the Share Schemes for participating employees on page 28 of the Corporate Social Responsibility Report.

STAFF INVOLVEMENT The Group currently has a c.27,000 strong workforce in its stores, offices and warehouses. The contributions that key employees have made to the Group’s accomplishments have played a vital role, and the overwhelming dedication shown was the deciding factor in encouraging the Group to propose a third Share Scheme.

The 2009 Share Scheme vested in August 2012 and 2013. The 2011 Share Scheme is due to vest later in 2015 and in 2017.

The 2015 Share Scheme was approved by shareholders at a General Meeting which took place on 2 July 2014, with the EBITDA targets for the Scheme spanning between FY16 and FY19. The Scheme differs from the previous two Share Schemes as eligibility to participate in the scheme is open to both employees and Executive Directors, as determined by the Board.

The workforce is notified of announcements and major changes in the business via Company news emails and our intranet, as well as information being transmitted through line managers. Training programmes and induction courses provide the workforce with opportunities to keep up to date with the latest developments of the Group. Our annual conference offers them an opportunity to mix with teams with which they wouldn’t ordinarily mix, to learn about the Group’s aspirations, and to keep up to date with the latest changes in the Group. This is a full day event and also has a range of activities tailored to the specific area in which each individual works.

Further information on relationships with our people can be found in the Corporate Social Responsibility Report on pages 28 to 32.

EQUAL OPPORTUNITIES The Group’s recruitment policy is to match the capabilities and talents of each applicant to the appropriate job. Factors such as gender, race, religion or belief, sexual orientation, age, disability or ethnic origin should be ignored and any decision which is made with regard to candidates should be irrespective of these. Discrimination in any form will not be tolerated under any circumstances within the Group.

Applications for employment by disabled persons are given full and fair consideration for all vacancies, and are assessed in accordance with their particular skills and abilities.

The Group does all that is practicable to meet its responsibilities towards the training and employment of disabled people, and to ensure that training, career development and promotion opportunities are available to all.

The Group makes every effort to provide continuity of employment where current employees become disabled. Attempts are made in every circumstance to provide employment, whether this involves adapting the current job role and remaining in the same job, or moving to a more appropriate job role. Job retraining and job adaptation are just two examples of how the Group works in the interests of its workforce to promote equal opportunities in order that an individual’s employment within the Group may continue. The Group values the knowledge and expertise that employees have gained throughout their time with us, and therefore does not wish to lose valued employees.

With the aim of achieving our target of 25% female representation on our Board, we are actively seeking applications from female potential Non-Executive Directors.

RESEARCH AND DEVELOPMENT The Group designs clothing and some footwear for sale in stores and has arrangements with suppliers for the research and development of goods for the Brands division.

CHARITABLE AND POLITICAL DONATIONS During the year, the Group made charitable cash donations of £117,000 (2014: £147,000) in the UK. No political donations were made (2014: nil). There have been a number of further donations of sporting equipment made to worthy causes, and these are set out on page 32.

DIRECTORS Details of current Directors, dates of appointment, their roles, responsibilities and significant external commitments are set out on page 33.

Although the Company’s Articles of Association require retirement by rotation of one third of Directors each year, the Group has chosen to comply with the 2012 UK Corporate Governance Code and at each Annual General Meeting all of the Directors will retire and stand for reappointment.

Information on service contracts and details of the interests of the Directors and their families in the share capital of the Company at 26 April 2015 and at the date of this Report is shown in the Directors’ Remuneration Report on pages 48 and 51.

Copies of the service contracts of Executive Directors and of the appointment letters of the Chairman and Non-Executive Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting.

No Director has a directorship in common or other significant links with any other Director (except in the case of the Executive Directors holding directorships of subsidiary companies of the Group).

DIRECTORS’ CONFLICTS OF INTEREST The Board has formal procedures to deal with Directors’ conflicts of interest. During the year the Board reviewed and, where appropriate, approved certain situational conflicts of interest that were reported to it by Directors, and a register of those situational conflicts is maintained and reviewed. The Board noted any transactional conflicts of interest concerning Directors that arose and were declared. No Director took part in the discussion or determination of any matter in respect of which he had disclosed a transactional conflict of interest.

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DIRECTORS’ INDEMNITIES The Group has granted the Directors with Qualifying Third-Party Indemnity provisions within the meaning given to the term by Sections 234 and 235 of the Companies Act 2006. This is in respect of liabilities to which they may become liable in their capacity as Director of the Company and of any company within the Group. Such indemnities were in force throughout the financial year and will remain in force.

ANNUAL GENERAL MEETING The 2015 Annual General Meeting will be held on 9 September 2015 at Unit D, Brook Park East, Shirebrook, NG20 8RY. The Meeting will commence at 11am. The Board encourages shareholders to attend and participate in the meeting.

GOING CONCERN The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review on pages 21 to 24.

The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review on pages 25 to 27. In addition, the Financial Statements include the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.

The Group is profitable, highly cash generative and has considerable financial resources. The Group is able to operate comfortably within its banking facilities and covenants, which run until September 2018, and is well placed to take advantage of strategic opportunities as they arise.

As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the continued uncertain economic outlook.

The Group’s forecasts and projections, taking account of reasonable possible changes in trading performance, show that the Group should be able to operate within the level of the current facility.

Having thoroughly reviewed the Group’s performance and having made suitable enquiries, the Directors are confident that the Group has adequate resources to remain in operational existence for the foreseeable future. On this basis, the Directors continue to adopt the going concern basis for the preparation of the Annual Report and Financial Statements.

ACCOUNTABILITY AND AUDIT A statement by the Auditor can be found on page 56 detailing their reporting responsibilities. The Directors fulfil their responsibilities and these are set out in the responsibility statement on page 53.

AUDITOR Grant Thornton UK LLP have expressed a willingness to continue in office. In accordance with Section 489 (4) of the Companies Act 2006, resolutions to determine remuneration are to be agreed at the Annual General Meeting.

By Order of the Board

Cameron Olsen Company Secretary

16 July 2015

DIRECTORS’ REPORT CONTINUED

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Data Provided by


Sports Direct Guardian Article

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The Guardian online 11 January 2016

Sports Direct’s shares have tumbled a further 7% after analysts

warned about the company’s prospects following Friday’s profit

warning. Monday’s fall means more than £1bn has been wiped

off the retailers’ stock market value so far this year.

Analysts at Cantor Fitzgerald said they been giving the

company, founded by Mike Ashley, the benefit of the doubt

until Friday’s surprise stock market announcement. “In view of

the lack of transparency on strategy and in view that the

company is likely to be eliminated from the FTSE100 over the

next quarter, we are now taking a more cautious view on

valuation.”

At Liberum, analysts said: “While the latest update only related

to weakness over the past month we see a lack of earnings

momentum in the short to medium term, and a lack of European

mergers and acquisitions.”

Liberum added that while the company has “levers that it can

pull” – notably automating the distribution centre – it “will not

do so until the future shape of the business is clear”

The slide in shares was accelerated on Friday when the company

warned that annual profits would be £40m lower than expected

because of unseasonably warm weather and fewer shoppers on

the high street.

That profits warning followed the Guardian’s investigation into

the treatment of staff by the retailer which specialises in selling

branded footwear and sports clothing. The investigation found

that the company effectively paid thousands of temporary

workers below the national minimum wage of £6.70 an hour and

subjects warehouse staff to a regime of searches and

surveillance.

The shares closed 15% lower on Friday after the profits warning

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http://www.theguardian.com/business/2016/jan/08/sports-direct-issues-profit-warning-poor-christmas-sales


http://www.theguardian.com/football/mike-ashley

http://www.investegate.co.uk/sports-direct-intl---spd-/rns/trading-update/201601081130353008L/

http://www.investegate.co.uk/sports-direct-intl---spd-/rns/trading-update/201601081130353008L/

http://www.theguardian.com/business/2015/dec/09/how-sports-direct-effectively-pays-below-minimum-wage-pay

and have now lost 30% so far this year. There have already been

warnings that unless the share price recovers the company risks

falling out of the FTSE 100 index of the biggest shares on the

stock market at the next reshuffle in March.

On New Year’s Eve Sports Direct pledged £10m for a pay rise

for staff from the start of this year.

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http://www.theguardian.com/business/2015/dec/31/sports-direct-pledges-10m-towards-staff-pay-rise

http://www.theguardian.com/business/2015/dec/31/sports-direct-pledges-10m-towards-staff-pay-rise

Data Provided by


Sample Share Prices

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Sample share prices: Sports

Direct JD

Pence Pence

24 March 348 1,106

31 December 577 1,041

30 November 731 971

30 October 697 966

30 September 757 955

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Data Provided by


JD Sports Capital IQ spreadsheets: Financials

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JD Sports Fashion plc (LSE:JD.) > Financials > Key Stats

In Millions of the trading currency, except per share items. Currency: Trading Currency Conversion: HistoricalOrder: Latest on Right Units: S&P Capital IQ (Default)Decimals: Capital IQ (Default) Dilution: Basic

Key Financials¹


Jan-28-2012A

12 months

Feb-02-2013A

12 months

Feb-01-2014A

12 months

Jan-31-2015A

LTM²

12 months

Aug-01-2015A

12 months†

Jan-31-2016E

12 months

Jan-31-2017E

12 months

Jan-31-2018E

Currency GBP GBP GBP GBP GBP GBP GBP GBP

Total Revenue 1,059.5 1,258.9 1,216.4 1,522.3 1,661.9 1,801.64 1,958.16 2,109.71

Growth Over Prior Year 19.9% 18.8% (3.4%) 25.1% 26.0% 18.35% 8.69% 7.74%

Gross Profit 520.8 613.5 592.2 739.6 802.4 - - -

Margin % 49.2% 48.7% 48.7% 48.6% 48.3% - - -

EBITDA 100.3 91.1 116.4 144.8 169.4 190.72 208.17 225.21

Margin % 9.5% 7.2% 9.6% 9.5% 10.2% 10.59% 10.63% 10.68%

EBIT 76.5 61.3 83.0 102.3 123.4 - - -

Margin % 7.2% 4.9% 6.8% 6.7% 7.4% - - -

Earnings from Cont. Ops. 49.3 41.2 57.9 69.8 85.9 - - -

Margin % 4.7% 3.3% 4.8% 4.6% 5.2% - - -

Net Income 46.8 38.8 40.2 52.7 74.4 - - -

Margin % 4.4% 3.1% 3.3% 3.5% 4.5% - - -

Diluted EPS Excl. Extra Items³ 0.24 0.2 0.29 0.35 0.43 0.53 0.58 0.63

Growth Over Prior Year (16.2%) (17.2%) 45.9% 20.9% 20.9% 36.82% 9.89% 7.68%

Same Store Sales Growth % 0.3% NA NA 12.0% NA - - -

Currency GBP GBP GBP GBP GBP GBP GBP GBPExchange Rate 1.0 1.0 1.0 1.0 1.0 1.0 1.0 1.0 Conversion Method H H H H H S S S

¹All results are taken from the most recently filed statement for each period. When there has been more than one, earlier filings can be viewed on the individual statement pages.²Growth rates for the LTM period are calculated against the LTM period ending 12 months before.³All forward period figures are consensus mean estimates provided by the brokers and may not be on a comparable basis as financials.

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†Growth rates for forward periods are calculated against prior period estimates or actual pro forma results as disclosed on the Estimates Consensus page.

Growth Rates are calculated in originally reported currency only and will not reflect any currency conversion selected above.

Latest Capitalization (Millions of GBP)

Currency GBP

Share Price 11.04 Shares Out. 194.6

Market Capitalization 2,148.9

- Cash & Short Term Investments 160.3 + Total Debt 60.0 + Pref. Equity -+ Total Minority Interest 13.3 = Total Enterprise Value (TEV) 2,061.9

Book Value of Common Equity 316.1 + Pref. Equity -+ Total Minority Interest 13.3 + Total Debt 60.0 = Total Capital 389.4

**For companies that have multiple share classes that publicly trade, we are incorporating the different prices to calculate our company level market capitalization. Please click on the value to see the detailed calculation. Prices shown on this page are the close price of the company’s primary stock class. Shares shown on this page are

total company as-reported share values.

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Note: Striped area represents the impact of negative Net Liability on Market Cap.Total Liability includes Total Debt, Minority Interest and Pref. Equity.Net Liability includes Total Liability, net of Cash and Short Term Investments.TEV includes Market Cap and Net Liability.Total Capital includes Common Equity and Total Liability.

Valuation Multiples based on Current Capitalization


Jan-31-2015A

LTM

12 months

Aug-01-2015A

12 months

Jan-31-2016E

12 months

Jan-31-2017E

12 months

Jan-31-2018E

TEV/Total Revenue 1.4x 1.2x 1.15x 1.06x 0.98x

TEV/EBITDA 14.3x 12.2x 10.83x 9.93x 9.18x

TEV/EBIT 20.3x 16.7x - - -

P/Diluted EPS Before Extra 31.4x 25.4x 20.79x 18.92x 17.57x

P/BV 7.2x 6.8x - - -

Price/Tang BV 11.0x 10.0x - - -

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JD Sports Fashion plc (LSE:JD.) > Financials > Income Statement


Income Statement


Jan-29-2011

12 months

Jan-28-2012

12 months

Feb-02-2013

Reclassified

12 months

Feb-01-2014

12 months

Jan-31-2015

LTM

12 months

Aug-01-2015


Revenue 883.7 1,059.5 1,258.9 1,216.4 1,522.3 1,661.9 Other Revenue - - - - - - Total Revenue 883.7 1,059.5 1,258.9 1,216.4 1,522.3 1,661.9

Cost Of Goods Sold 446.7 538.7 645.4 624.2 782.7 859.5 Gross Profit 437.0 520.8 613.5 592.2 739.6 802.4

Selling General & Admin Exp. 359.3 447.1 554.6 510.8 638.2 680.1 R & D Exp. - - - - - -Depreciation & Amort. - - - - - -Other Operating Expense/(Income) (2.2) (2.7) (2.4) (1.7) (0.9) (1.1)

Other Operating Exp., Total 357.1 444.4 552.2 509.1 637.2 678.9

Operating Income 79.9 76.5 61.3 83.0 102.3 123.4

Interest Expense (0.5) (1.0) (1.5) (1.6) (2.8) (2.7) Interest and Invest. Income 0.6 0.6 0.6 0.6 0.7 0.5 Net Interest Exp. 0.2 (0.4) (0.9) (1.0) (2.2) (2.2)

Income/(Loss) from Affiliates 2.8 1.1 - - - -Other Non-Operating Inc. (Exp.) - - - - - - EBT Excl. Unusual Items 82.9 77.1 60.5 82.0 100.2 121.2

Restructuring Charges - (8.0) (1.3) (3.3) - -Merger & Related Restruct. Charges - - - - (0.1) (0.1) Impairment of Goodwill - (1.5) (2.3) - (4.2) (4.2) Asset Writedown (1.0) (2.8) (0.9) (0.5) (1.9) (2.0) Other Unusual Items (3.3) 2.6 (0.9) (1.4) (3.5) (3.5) EBT Incl. Unusual Items 78.6 67.4 55.1 76.8 90.5 111.5

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Income Tax Expense 22.8 18.1 13.9 18.9 20.7 25.6 Earnings from Cont. Ops. 55.9 49.3 41.2 57.9 69.8 85.9

Earnings of Discontinued Ops. - - - (16.4) (15.8) (10.1) Extraord. Item & Account. Change - - - - - - Net Income to Company 55.9 49.3 41.2 41.5 54.0 75.7

Minority Int. in Earnings 0.0 (2.5) (2.5) (1.3) (1.3) (1.4) Net Income 55.9 46.8 38.8 40.2 52.7 74.4

Pref. Dividends and Other Adj. - - - - - -

NI to Common Incl Extra Items 55.9 46.8 38.8 40.2 52.7 74.4

NI to Common Excl. Extra Items 55.9 46.8 38.8 56.6 68.5 84.5

Per Share Items

Basic EPS 0.29 0.24 0.2 0.21 0.27 0.38 Basic EPS Excl. Extra Items 0.29 0.24 0.2 0.29 0.35 0.43 Weighted Avg. Basic Shares Out. 194.6 194.6 194.6 194.6 194.6 194.6

Diluted EPS 0.29 0.24 0.2 0.21 0.27 0.38 Diluted EPS Excl. Extra Items 0.29 0.24 0.2 0.29 0.35 0.43 Weighted Avg. Diluted Shares Out. 194.6 194.6 194.6 194.7 194.7 194.7

Normalized Basic EPS 0.27 0.23 0.18 0.26 0.31 0.38 Normalized Diluted EPS 0.27 0.23 0.18 0.26 0.31 0.38

Dividends per Share 0.06 0.06 0.07 0.07 0.07 0.07 Payout Ratio % 16.1% 24.2% 32.0% 32.1% 25.2% 17.8%

Supplemental Items

EBITDA 99.8 100.3 91.1 116.4 144.8 169.4 EBITA 81.4 78.9 64.1 85.6 109.2 130.3 EBIT 79.9 76.5 61.3 83.0 102.3 123.4 EBITDAR 182.1 195.2 211.3 232.2 270.5 NAEffective Tax Rate % 28.9% 26.8% 25.2% 24.6% 22.9% 23.0% Current Domestic Taxes 23.6 19.8 13.5 19.2 22.6 27.4 Total Current Taxes 23.6 19.8 13.5 19.2 22.6 27.4 Total Deferred Taxes (0.9) (1.7) 0.4 (0.3) (1.9) (1.9)

Normalized Net Income 51.8 45.7 35.3 49.9 61.3 74.4 Interest on Long Term Debt NA 0.1 0.1 0.2 0.2 NAFiling Date May-18-2012 Apr-17-2013 May-24-2014 May-21-2015 May-21-2015 Oct-20-2015

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Restatement Type NC NC NC RD O NCACalculation Type REP REP REP REP REP LTM

Supplemental Operating Expense Items

Selling and Marketing Exp. 326.3 403.9 494.6 455.7 564.3 601.3 General and Administrative Exp. 33.0 43.2 60.0 55.2 73.8 78.7 Net Rental Exp. 82.3 94.8 120.2 115.8 125.7 NAImputed Oper. Lease Interest Exp. 74.5 148.3 198.2 76.2 82.3 -Imputed Oper. Lease Depreciation 7.9 (53.5) (78.1) 39.6 43.4 -

Note: For multiple class companies, per share items are primary class equivalent, and for foreign companies listed as primary ADRs, per share items are ADR-equivalent.

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JD Sports Fashion plc (LSE:JD.) > Financials > Balance SheetIn Millions of the reported currency, except per share items. Template: Standard Restatement: Latest Filings

Period Type: Annual Order: Latest on RightCurrency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)

Balance Sheet


Jan-29-2011

Restated

Jan-28-2012 Feb-02-2013 Feb-01-2014 Jan-31-2015 Aug-01-2015


ASSETS

Cash And Equivalents 90.1 67.0 53.5 76.8 121.3 160.3 Total Cash & ST Investments 90.1 67.0 53.5 76.8 121.3 160.3

Accounts Receivable 13.6 17.7 12.4 15.8 11.7 51.4 Other Receivables 2.0 3.8 6.4 5.8 4.5 - Total Receivables 15.6 21.5 18.8 21.6 16.2 51.4

Inventory 84.5 133.2 146.6 186.1 225.0 250.6 Prepaid Exp. 21.5 32.6 38.0 45.4 37.7 -Other Current Assets - - - - - - Total Current Assets 211.7 254.4 256.8 329.9 400.3 462.3

Gross Property, Plant & Equipment 168.3 220.4 245.1 278.4 291.1 -Accumulated Depreciation (90.2) (101.5) (116.0) (136.8) (143.2) - Net Property, Plant & Equipment 78.1 118.9 129.1 141.6 147.9 170.8

Long-term Investments 3.5 - - - - -Goodwill 32.5 54.0 54.2 53.2 56.4 -Other Intangibles 25.8 43.3 41.8 51.1 44.6 101.1 Deferred Tax Assets, LT 0.1 - - - - -Deferred Charges, LT 3.8 5.4 6.3 7.8 15.6 -Other Long-Term Assets 12.2 11.5 14.3 16.0 16.8 33.7 Total Assets 367.8 487.6 502.5 599.6 681.7 768.0

LIABILITIES

Accounts Payable 56.3 93.3 97.1 128.5 124.6 322.2 Accrued Exp. 18.0 22.9 26.9 23.6 33.3 -Short-term Borrowings - - - 29.7 36.5 59.5 Curr. Port. of LT Debt 2.9 4.9 7.1 1.2 0.2 0.2 Curr. Port. of Cap. Leases - 0.6 0.0 0.0 0.0 -Curr. Income Taxes Payable 12.4 8.9 8.8 11.6 12.9 12.0 Other Current Liabilities 56.7 83.4 72.8 91.0 119.2 1.1 Total Current Liabilities 146.3 214.0 212.7 285.7 326.7 395.0

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Long-Term Debt 1.1 1.1 0.7 0.5 0.3 0.3 Capital Leases - 0.1 0.0 0.0 0.0 -Def. Tax Liability, Non-Curr. - 0.7 3.9 4.3 1.8 2.0 Other Non-Current Liabilities 35.2 42.6 33.5 36.3 42.8 41.3 Total Liabilities 182.6 258.5 250.8 326.7 371.7 438.6

Common Stock 2.4 2.4 2.4 2.4 2.4 2.4 Additional Paid In Capital 11.7 11.7 11.7 11.7 11.7 11.7 Retained Earnings 171.9 207.5 230.6 257.7 297.2 318.9 Treasury Stock - - - - - -Comprehensive Inc. and Other (1.9) (6.3) (6.8) (12.1) (14.8) (16.9) Total Common Equity 184.1 215.3 237.8 259.8 296.5 316.1

Minority Interest 1.1 13.8 13.9 13.1 13.5 13.3

Total Equity 185.2 229.1 251.8 272.8 310.0 329.4

Total Liabilities And Equity 367.8 487.6 502.5 599.6 681.7 768.0

Supplemental Items

Total Shares Out. on Filing Date 194.6 194.6 194.6 194.6 194.6 194.6 Total Shares Out. on Balance Sheet Date 194.6 194.6 194.6 194.6 194.6 194.6 Book Value/Share 0.95 1.11 1.22 1.33 1.52 1.62 Tangible Book Value 125.8 118.0 141.8 155.4 195.4 215.0 Tangible Book Value/Share 0.65 0.61 0.73 0.8 1.0 1.1 Total Debt 4.0 6.7 7.8 31.5 37.1 60.0 Net Debt (86.1) (60.3) (45.6) (45.3) (84.2) (100.3) Debt Equivalent Oper. Leases 658.8 758.6 961.3 926.6 1,005.8 NATotal Minority Interest 1.1 13.8 13.9 13.1 13.5 13.3 Equity Method Investments 3.5 NA NA NA NA NAInventory Method Avg Cost Avg Cost Avg Cost Avg Cost Avg Cost NAFinished Goods Inventory 84.5 133.2 167.2 205.7 249.6 NALand 0.9 3.9 5.6 12.1 12.7 NAMachinery 150.1 179.1 221.1 245.4 259.4 NAConstruction in Progress - 18.8 - - - -Leasehold Improvements 17.2 18.6 18.4 20.9 19.1 -Full Time Employees 11,231 17,382 16,663 17,015 15,825 NAAccum. Allowance for Doubtful Accts 0.9 1.0 0.6 0.7 1.1 NAFiling Date May-18-2012 Apr-17-2013 May-24-2014 May-21-2015 May-21-2015 Oct-20-2015Restatement Type NC RS NC NC O NCACalculation Type REP REP REP REP REP REP

Note: For multiple class companies, total share counts are primary class equivalent, and for foreign companies listed as primary ADRs, total share counts are ADR-equivalent.

88 of 150

JD Sports Fashion plc (LSE:JD.) > Financials > Cash Flow


Cash Flow


Jan-29-2011

12 months

Jan-28-2012

12 months

Feb-02-2013

Restated

12 months

Feb-01-2014

12 months

Jan-31-2015

LTM

12 months

Aug-01-2015


Net Income 55.9 46.8 38.8 40.2 52.7 74.4

Depreciation & Amort. 18.4 21.4 27.0 30.7 35.6 39.0 Amort. of Goodwill and Intangibles 1.5 2.5 2.8 2.6 6.9 6.9 Depreciation & Amort., Total 19.8 23.9 29.8 33.3 42.5 45.9

Other Amortization - 0.5 0.6 1.2 2.9 2.9 (Gain) Loss From Sale Of Assets 1.4 1.1 (0.5) 1.0 1.0 0.9 (Gain) Loss On Sale Of Invest. - (0.9) - - - -Asset Writedown & Restructuring Costs 1.0 12.3 4.5 17.0 6.0 6.2 (Income) Loss on Equity Invest. (2.8) (3.8) - - - -Net Cash From Discontinued Ops. - - - (2.4) 6.2 6.2 Other Operating Activities 0.5 (5.9) 3.3 2.4 5.3 21.2 Change in Acc. Receivable (5.2) (2.8) (12.4) (8.9) 7.8 20.8 Change In Inventories (9.6) (14.4) (23.6) (29.4) (54.7) (44.3) Change in Acc. Payable 14.7 12.0 (5.9) 23.3 46.1 53.2 Change in Other Net Operating Assets - - - - - - Cash from Ops. 75.7 68.9 34.7 77.8 115.8 187.3

Capital Expenditure (29.9) (43.8) (37.5) (37.4) (52.9) (73.0) Cash Acquisitions - (25.4) (4.8) (17.2) (9.1) (0.1) Divestitures - - 16.8 - - -Sale (Purchase) of Real Estate properties (0.9) - (0.7) (3.0) - -Sale (Purchase) of Intangible assets (9.6) (1.7) (5.5) (4.6) (7.2) (7.3) Invest. in Marketable & Equity Securt. - - - - - -Net (Inc.) Dec. in Loans Originated/Sold - - - - - -Other Investing Activities 0.0 5.8 (3.9) (2.1) 9.4 7.9 Cash from Investing (40.4) (65.2) (35.6) (64.3) (59.8) (72.6)

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Short Term Debt Issued - - - 26.0 5.0 -Long-Term Debt Issued - - - - - -Total Debt Issued - - - 26.0 5.0 (23.1)

Short Term Debt Repaid - - - - - -Long-Term Debt Repaid (0.3) (18.2) (0.8) (0.2) (0.3) -Total Debt Repaid (0.3) (18.2) (0.8) (0.2) (0.3) (0.3)

Common Dividends Paid (9.0) (11.3) (12.4) (12.9) (13.3) (13.3) Total Dividends Paid (9.0) (11.3) (12.4) (12.9) (13.3) (13.3)

Special Dividend Paid - - - - - -Other Financing Activities (0.5) (0.1) (0.4) 0 (0.1) (0.1) Cash from Financing (9.9) (29.7) (13.6) 12.9 (8.6) (36.7)

Foreign Exchange Rate Adj. - - (0.9) (0.6) (3.7) (12.1) Net Change in Cash 25.4 (25.9) (15.4) 25.8 43.7 65.9

Supplemental Items

Cash Interest Paid 0.5 1.0 1.5 1.8 2.9 2.7 Cash Taxes Paid 22.0 25.1 12.2 14.8 20.8 21.8 Levered Free Cash Flow 28.5 25.2 5.9 42.8 57.1 97.3 Unlevered Free Cash Flow 28.8 25.9 6.8 43.6 58.6 98.8 Change in Net Working Capital 1.5 0.7 18.8 0.7 (9.5) (53.4) Net Debt Issued (0.3) (18.2) (0.8) 25.8 4.7 (23.4) Net Cash From Discontinued Ops. - Investing - - - - 18.15 18.15Filing Date May-18-2012 Apr-17-2013 May-24-2014 May-21-2015 May-21-2015 Oct-20-2015Restatement Type NC NC NC RS O NCACalculation Type REP REP REP REP REP LTM

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JD Sports Fashion plc (LSE:JD.) > Financials > Multiples

View: Data Frequency: QuarterlyOrder: Latest on Right Decimals: Capital IQ (Default)Dilution: Basic

Multiples Detail In Millions of the reported currency, except per share items.

For Quarter Ending Sep-30-2014 Dec-31-2014 Mar-31-2015 Jun-30-2015 Sep-30-2015 Dec-31-2015 Mar-24-2016

TEV/LTM Total Revenue Average 0.56x 0.60x 0.65x 0.74x 0.99x 1.10x 1.24xHigh 0.59x 0.67x 0.67x 0.86x 1.10x 1.20x 1.31xLow 0.52x 0.55x 0.62x 0.62x 0.86x 1.04x 1.13x

Close 0.56x 0.67x 0.63x 0.86x 1.07x 1.17x 1.24x

TEV/NTM Total Revenues Average - - 0.63x 0.70x 0.91x 1.03x 1.14xHigh - - 0.66x 0.80x 1.02x 1.12x 1.21xLow - - 0.61x 0.60x 0.80x 0.99x 1.05x

Close - - 0.61x 0.80x 1.02x 1.08x 1.15x

TEV/LTM EBITDA Average 6.60x 7.17x 7.67x 7.87x 10.26x 10.78x 12.17xHigh 6.96x 7.98x 8.00x 9.06x 11.52x 11.82x 12.88xLow 6.18x 6.50x 7.33x 6.63x 8.99x 10.25x 11.13x

Close 6.70x 7.92x 7.48x 9.01x 10.46x 11.45x 12.17x

TEV/NTM EBITDA Average - - 6.93x 7.05x 8.94x 10.00x 10.67xHigh - - 7.19x 7.88x 9.93x 10.90x 11.28xLow - - 6.71x 6.26x 7.82x 9.62x 9.84x

Close - - 6.74x 7.84x 9.92x 10.32x 10.83x

TEV/LTM EBIT Average 9.38x 10.06x 10.76x 11.21x 14.45x 14.79x 16.70xHigh 9.79x 11.19x 11.22x 12.83x 16.31x 16.22x 17.67xLow 8.80x 9.12x 10.29x 9.56x 12.73x 14.06x 15.27x

Close 9.39x 11.10x 10.49x 12.76x 14.36x 15.71x 16.71x

P/LTM EPS Average 18.90x 18.71x 20.01x 18.16x 22.54x 22.63x 25.42xHigh 19.97x 20.83x 20.89x 20.74x 25.41x 24.72x 26.84xLow 17.31x 16.96x 19.14x 15.33x 20.06x 21.57x 23.33x

Close 17.47x 20.66x 19.52x 20.10x 22.00x 23.98x 25.43x

P/NTM EPS Average - 13.48x 13.29x 14.79x 17.95x 19.65x 20.24xHigh - 14.45x 14.35x 16.59x 19.72x 21.47x 21.61xLow - 12.36x 12.52x 12.28x 16.30x 19.06x 18.55x

Close - 14.33x 12.58x 16.51x 19.65x 19.93x 20.79x91 of 150

P/LTM Normalized EPS Average 16.27x 16.94x 18.12x 19.73x 25.24x 25.71x 28.88xHigh 17.04x 18.85x 18.91x 22.56x 28.37x 28.08x 30.49xLow 15.38x 15.35x 17.32x 17.11x 22.40x 24.51x 26.51x

Close 15.81x 18.71x 17.67x 22.45x 24.99x 27.24x 28.89x

P/BV Average 3.00x 3.42x 3.66x 4.07x 5.34x 6.05x 6.80xHigh 3.32x 3.81x 3.82x 4.66x 5.88x 6.61x 7.17xLow 2.79x 3.10x 3.50x 3.50x 4.63x 5.77x 6.24x

Close 3.19x 3.78x 3.57x 4.64x 5.88x 6.41x 6.80x

P/Tangible BV Average 5.06x 6.04x 6.46x 6.29x 8.05x 8.90x 9.99xHigh 5.86x 6.72x 6.74x 7.08x 8.90x 9.72x 10.55xLow 4.66x 5.47x 6.18x 5.37x 7.03x 8.48x 9.17x

Close 5.64x 6.67x 6.30x 7.04x 8.65x 9.43x 10.00x

TEV/LTM Unlevered FCF Average 18.99x 25.79x 27.58x 20.71x 24.04x 18.47x 20.86xHigh 25.03x 28.70x 28.78x 28.58x 28.47x 20.26x 22.07xLow 16.94x 23.38x 26.37x 16.70x 17.15x 17.57x 19.08x

Close 24.08x 28.47x 26.91x 22.27x 17.93x 19.63x 20.87x

Market Cap/LTM Levered FCF Average 20.17x 26.76x 28.62x 22.42x 25.84x 19.65x 22.07xHigh 25.97x 29.78x 29.87x 29.66x 30.48x 21.46x 23.30xLow 18.14x 24.25x 27.36x 18.45x 18.30x 18.73x 20.26x

Close 24.98x 29.55x 27.92x 24.12x 19.10x 20.82x 22.08x

Average multiples are calculated using positive close values on each trading day within the frequency periods selected. Negative values are excluded from the calculation. When the Multiples are not meaningful, due to negative values, then they will not be displayed in the chart.

When a mismatch exists between the currency of the equity listing and the reported financial results such results are translated into the currency of the listing at the exchange rate applicable on the financial period end date.


92 of 150

JD Sports Fashion plc (LSE:JD.) > Financials > Historical Capitalization

In Millions of the trading currency, except per share items. Frequency: Quarterly Order: Latest on RightCurrency: Trading Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)Dilution: Basic

Historical Capitalization


Feb-02-2013 Aug-03-2013 Feb-01-2014 Aug-02-2014 Jan-31-2015 Aug-01-2015

Pricing as of* Apr-17-2013 Sep-18-2013 May-27-2014 Sep-17-2014 May-21-2015 Sep-16-2015


Capitalization Detail

Share Price 1.86 2.54 4.1 4.25 6.32 9.23 Shares Out. 194.6 194.6 194.6 194.6 194.6 194.6

Market Capitalization 362.5 493.4 797.6 827.4 1,231.1 1,796.6

- Cash & Short Term Investments 53.5 46.6 76.8 93.7 121.3 160.3 + Total Debt 7.8 26.0 31.5 82.5 37.1 60.0 + Pref. Equity - - - - - -+ Total Minority Interest 13.9 13.6 13.1 14.1 13.5 13.3 = Total Enterprise Value (TEV) 330.8 486.4 765.4 830.4 1,160.4 1,709.6

Book Value of Common Equity 237.8 232.2 259.8 261.5 296.5 316.1 + Pref. Equity - - - - - -+ Total Minority Interest 13.9 13.6 13.1 14.1 13.5 13.3 + Total Debt 7.8 26.0 31.5 82.5 37.1 60.0 = Total Capital 259.6 271.7 304.4 358.2 347.1 389.4

* Pricing as of the filing date of the balance sheet period end date. For TEV calculation purposes on this page Capital IQ only uses balance sheet components from the original filing that is publicly available as of a given pricing date and does not use restated balance sheet data from a later filing. In the cases where a company did not disclose balance sheet values for a particular period, TEV is calculated using balance sheet components from the last reported balance sheet as of this date. The table above is organized along period end dates.


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JD Sports Fashion plc (LSE:JD.) > Financials > Capital Structure Summary

In Millions of the reported currency, except ratios and % of Total

values. Restatement: Latest Filings

Period Type: AnnualCurrency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)Order: Latest on Right

Capital Structure Data




Total Debt 31.5 10.4% 37.1 10.7% 60.0 15.4%

Total Common Equity 259.8 85.3% 296.5 85.4% 316.1 81.2%

Total Minority Interest 13.1 4.3% 13.5 3.9% 13.3 3.4%

Total Capital 304.4 100.0% 347.1 100.0% 389.4 100.0%

Debt Summary Data




Total Revolving Credit 30.8 97.6% 36.6 98.7% 59.6 99.4%

Total Term Loans 0.7 2.2% 0.4 1.1% 0.4 0.7%

Total Capital Leases 0.1 0.2% 0.1 0.2% 0.0 0.1%

Total Principal Due 31.5 100.0% 37.1 100.0% 60.1 100.2%

Total Adjustments - - - - (0.1) (0.2%)

Total Debt Outstanding 31.5 100.0% 37.1 100.0% 60.0 100.0%

Available Credit

Undrawn Revolving Credit 140.4 - 140.0 - - -

Total Undrawn Credit 140.4 - 140.0 - - -

12 months Feb-01-2014 12 months Jan-31-2015 3 months Aug-01-2015

12 months Feb-01-2014 12 months Jan-31-2015 3 months Aug-01-2015

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Additional Totals

Total Cash & ST Investments 76.8 - 121.3 - 160.3 -

Net Debt (45.3) - (84.2) - (100.3) -

Total Senior Debt 31.5 100.0% 37.1 100.0% 60.1 100.2%

Total Short-Term Borrowings 29.7 94.2% 36.5 98.4% 59.5 99.2%

Curr. Port. of LT Debt/Cap. Leases 1.3 4.1% 0.2 0.6% 0.2 0.3%

Long-Term Debt (Incl. Cap. Leases) 0.6 1.7% 0.4 1.0% 0.3 0.5%

Total Bank Debt 31.4 99.8% 37.0 99.8% 60.0 100.1%

Total Secured Debt 4.5 14.1% 6.0 16.1% 6.0 10.0%

Senior Secured Loans 4.4 13.9% 5.9 15.9% 5.9 9.9%

Total Senior Secured Debt 4.5 14.1% 6.0 16.1% 6.0 10.0%

Total Unsecured Debt 27.1 85.9% 31.1 83.9% 54.1 90.2%

Fixed Rate Debt 0.4 1.3% 0.3 0.9% 0.3 0.5%

Variable Rate Debt 29.7 94.2% 36.5 98.4% 59.5 99.2%

Credit Ratios

Net Debt/EBITDA NM - NM - NM -

Total Debt/EBITDA 0.3x - 0.3x - 0.4x -

Total Senior Debt/EBITDA 0.3x - 0.3x - 0.4x -

Total Senior Secured/EBITDA 0.0x - 0.0x - 0.0x -

Net Debt/(EBITDA-CAPEX) NM - NM - NM -

Total Debt/(EBITDA-CAPEX) 0.4x - 0.4x - 1.2x -

Total Senior Debt/(EBITDA-CAPEX) 0.4x - 0.4x - 1.2x -

Total Senior Secured/(EBITDA-CAPEX) 0.1x - 0.1x - 0.1x -

Fixed Payment Schedule






LT Debt (Incl. Cap. Leases) Due, Next 5 Yrs 5.5 17.5% 6.1 16.4% - -

Cap. Lease Payment Due +1 0.0 - 0.0 - - -





Cap. Lease Payment Due, Next 5 Yrs 0.1 - 0.1 - - -

Cap. Lease Payment Due, After 5 Yrs - - - - 0.0 -

Cap. Lease Payment Due (incl. Interest) +1 - - 0.0 - - -

95 of 150






Operating Lease Commitment Due, Next 5 Yrs 408.5 - 350.1 - - -

Operating Lease Commitment Due, After 5 Yrs 244.1 - 202.7 - - -






Sub-Lease Income, Next 5 Yrs 2.8 - 1.9 - - -

Sub-Lease Income, After 5 Yrs 1.6 - 1.0 - - -

Interest Rate Data

Filing Date May-21-2015 - May-21-2015 - Oct-20-2015 -

96 of 150

JD Sports Fashion plc (LSE:JD.) > Financials > Capital Structure Details

Principal Due in Millions of

the reported currency. Period Type: Annual

Source: A 2015 filed May-21-2015Currency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)

FY 2015 (Jan-31-2015) Capital Structure As Reported Details


Coupon/Base


Repayment

Currency

Bank Loans Term Loans 0.1 5.100% - 6.500% NA - Senior Yes No GBP

Finance Lease Liabilities Capital Lease 0.1 NA NA - Senior Yes No GBPOther Loans: Mortgage Term Loans 0.3 2.990% NA - Senior Yes No GBPOverdraft Revolving Credit 0.1 NA NA - Senior No No GBPOverdraft Facilities Revolving Credit 5.5 5.100% - 6.500% NA - Senior Yes No GBP

Syndicated Bank Facility Revolving Credit 31.0 NA LIBOR + 1.350% - Senior No No GBP

FY 2014 (Feb-01-2014) Capital Structure As Reported Details


Coupon/Base


Repayment

Currency

Bank Loans Term Loans 0.3 5.100% - 6.500% NA - Senior Yes No GBP

Finance Lease Liabilities Capital Lease 0.1 NA NA - Senior Yes No GBPOther Loans: Mortgage Term Loans 0.4 2.990% NA - Senior Yes No GBPOverdraft Revolving Credit 1.1 NA NA - Senior No No GBPOverdraft Facilities Revolving Credit 3.7 5.100% - 6.500% NA - Senior Yes No GBP

Syndicated Bank Facility Revolving Credit 26.0 NA LIBOR + 1.350% - Senior No No GBP

97 of 150

JD Sports Fashion plc (LSE:JD.) > Financials > Ratios

Restatement: Latest Filings Period Type: AnnualOrder: Latest on Right Decimals: Capital IQ (Default)

Ratios


Jan-29-2011

12 months

Jan-28-2012

12 months

Feb-02-2013

12 months

Feb-01-2014

12 months

Jan-31-2015

LTM

12 months

Aug-01-2015

Profitability

Return on Assets % 14.8% 11.2% 7.7% 9.4% 10.0% 10.6% Return on Capital % 29.9% 22.5% 15.5% 18.4% 19.6% 20.6% Return on Equity % 34.3% 23.8% 17.2% 22.1% 23.9% 28.4% Return on Common Equity % 34.6% 23.5% 17.1% 22.8% 24.6% 29.3%

Margin Analysis

Gross Margin % 49.5% 49.2% 48.7% 48.7% 48.6% 48.3% SG&A Margin % 40.7% 42.2% 44.1% 42.0% 41.9% 40.9% EBITDA Margin % 11.3% 9.5% 7.2% 9.6% 9.5% 10.2% EBITA Margin % 9.2% 7.4% 5.1% 7.0% 7.2% 7.8% EBIT Margin % 9.0% 7.2% 4.9% 6.8% 6.7% 7.4% Earnings from Cont. Ops Margin % 6.3% 4.7% 3.3% 4.8% 4.6% 5.2% Net Income Margin % 6.3% 4.4% 3.1% 3.3% 3.5% 4.5% Net Income Avail. for Common Margin % 6.3% 4.4% 3.1% 4.7% 4.5% 5.1% Normalized Net Income Margin % 5.9% 4.3% 2.8% 4.1% 4.0% 4.5% Levered Free Cash Flow Margin % 3.2% 2.4% 0.5% 3.5% 3.7% 5.9% Unlevered Free Cash Flow Margin % 3.3% 2.4% 0.5% 3.6% 3.8% 5.9%

Asset Turnover

Total Asset Turnover 2.6x 2.5x 2.5x 2.2x 2.4x 2.3x Fixed Asset Turnover 12.1x 10.8x 10.2x 9.0x 10.5x 10.4x Accounts Receivable Turnover 73.1x 67.6x 83.6x 86.2x 110.4x 25.3x Inventory Turnover 5.6x 4.9x 4.6x 3.8x 3.8x 3.6x

Short Term Liquidity

Current Ratio 1.4x 1.2x 1.2x 1.2x 1.2x 1.2x Quick Ratio 0.7x 0.4x 0.3x 0.3x 0.4x 0.5x Cash from Ops. to Curr. Liab. 0.5x 0.3x 0.2x 0.3x 0.4x 0.5x Avg. Days Sales Out. 5.0 5.4 4.4 4.2 3.3 14.4 Avg. Days Inventory Out. 64.8 73.6 80.4 97.0 95.6 100.7 Avg. Days Payable Out. 43.3 46.4 53.6 61.9 56.1 123.2 Avg. Cash Conversion Cycle 26.5 32.6 31.2 39.4 42.8 (8.1)

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Long Term Solvency

Total Debt/Equity 2.2% 2.9% 3.1% 11.6% 12.0% 18.2% Total Debt/Capital 2.1% 2.9% 3.0% 10.4% 10.7% 15.4% LT Debt/Equity 0.6% 0.5% 0.3% 0.2% 0.1% 0.1% LT Debt/Capital 0.6% 0.5% 0.3% 0.2% 0.1% 0.1% Total Liabilities/Total Assets 49.7% 53.0% 49.9% 54.5% 54.5% 57.1%

EBIT / Interest Exp. 175.7x 73.0x 40.8x 51.3x 36.4x 45.9x EBITDA / Interest Exp. 219.3x 95.7x 60.6x 71.9x 51.6x 63.0x (EBITDA-CAPEX) / Interest Exp. 153.5x 53.9x 35.7x 48.8x 32.7x 35.9x Total Debt/EBITDA 0.0x 0.1x 0.1x 0.3x 0.3x 0.4x Net Debt/EBITDA NM NM NM NM NM NM Total Debt/(EBITDA-CAPEX) 0.1x 0.1x 0.1x 0.4x 0.4x 0.6x Net Debt/(EBITDA-CAPEX) NM NM NM NM NM NM

Altman Z Score 5.21 4.34 4.51 4.09 4.8 4.76

Growth Over Prior Year

Total Revenue 14.8% 19.9% 18.8% (3.4%) 25.1% 26.0% Gross Profit 15.1% 19.2% 17.8% (3.5%) 24.9% 26.1% EBITDA 17.7% 0.6% (9.2%) 27.7% 24.5% 25.4% EBITA 19.6% (3.0%) (18.7%) 33.5% 27.6% 28.2% EBIT 18.8% (4.3%) (19.8%) 35.4% 23.2% 24.5% Earnings from Cont. Ops. 30.7% (11.7%) (16.4%) 40.5% 20.4% 19.7% Net Income 30.3% (16.2%) (17.2%) 3.5% 31.2% 55.5% Normalized Net Income 24.5% (11.8%) (22.7%) 41.3% 22.8% 25.8% Diluted EPS before Extra 30.3% (16.2%) (17.2%) 45.9% 20.9% 20.9%

Accounts Receivable 29.3% 30.1% (30.1%) 28.0% (26.1%) (35.9%) Inventory 13.4% 57.7% 10.0% 27.0% 20.9% 11.5% Net PP&E 15.8% 52.2% 8.6% 9.7% 4.5% 15.6% Total Assets 20.1% 32.6% 3.1% 19.3% 13.7% 12.3%

Tangible Book Value 41.4% (6.2%) 20.2% 9.6% 25.7% 45.2% Common Equity 32.3% 16.9% 10.5% 9.2% 14.1% 20.9% Cash from Ops. 0.1% (9.0%) (49.6%) 123.9% 48.8% 139.1% Capital Expenditures 39.3% 46.6% (14.5%) (0.3%) 41.6% 79.6% Levered Free Cash Flow (31.4%) (11.6%) (76.5%) 620.5% 33.4% 144.9% Unlevered Free Cash Flow (31.6%) (10.2%) (73.8%) 543.5% 34.4% 141.2% Dividend per Share 27.8% 10.1% 3.9% 3.0% 4.1% 4.2%

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Compound Annual Growth Rate Over Two Years

Total Revenue 14.8% 17.3% 19.4% 7.1% 10.0% 14.4% Gross Profit 15.0% 17.1% 18.5% 6.6% 9.8% 13.6% EBITDA 20.7% 8.8% (4.4%) 7.7% 26.1% 30.4% EBITA 21.8% 7.7% (11.2%) 4.2% 30.5% 35.2% EBIT 21.1% 6.6% (12.4%) 4.2% 29.2% 34.2% Earnings from Cont. Ops. 51.0% 7.4% (14.1%) 8.3% 30.1% 40.3% Net Income 51.4% 4.5% (16.7%) (7.4%) 16.5% 32.4% Normalized Net Income 23.6% 4.8% (17.4%) 4.5% 31.7% 34.6% Diluted EPS before Extra 50.8% 4.5% (16.7%) 9.9% 32.9% 41.2%

Accounts Receivable 133.3% 29.7% (4.7%) (5.5%) (2.7%) (19.1%) Inventory 20.4% 33.8% 31.7% 18.2% 23.9% 24.2% Net PP&E 11.6% 32.8% 28.6% 9.1% 7.0% 12.6% Total Assets 29.1% 26.2% 16.9% 10.9% 16.5% 19.0%

Tangible Book Value 45.3% 15.1% 6.2% 14.8% 17.4% 26.3% Common Equity 34.0% 24.4% 13.7% 9.9% 11.7% 16.7% Cash from Ops. 18.1% (4.5%) (32.3%) 6.2% 82.6% 63.7% Capital Expenditures 3.3% 42.9% 12.0% (7.7%) 18.8% 31.5% Levered Free Cash Flow 44.7% (22.1%) (54.4%) 30.2% 210.0% 52.8% Unlevered Free Cash Flow 41.6% (21.6%) (51.5%) 29.8% 194.1% 52.4% Dividend per Share 38.4% 18.6% 7.0% 3.5% 3.5% 3.6%

Compound Annual Growth Rate Over Three Years

Total Revenue 14.3% 16.5% 17.8% 11.2% 12.8% 12.2% Gross Profit 14.5% 16.4% 17.4% 10.7% 12.4% 11.5% EBITDA 21.3% 13.6% 2.4% 5.3% 13.0% 23.0% EBITA 22.7% 12.9% (2.0%) 1.7% 11.4% 25.6% EBIT 22.0% 12.0% (3.0%) 1.3% 10.2% 24.9% Earnings from Cont. Ops. 33.3% 26.3% (1.2%) 1.2% 12.2% 32.5% Net Income 33.4% 24.3% (3.3%) (10.4%) 4.0% 29.4% Normalized Net Income 24.1% 10.4% (5.3%) (1.2%) 10.3% 26.6% Diluted EPS before Extra 33.0% 24.0% (3.3%) 0.4% 13.5% 35.0%

Accounts Receivable 85.1% 92.1% 5.5% 5.2% (12.9%) (0.0%) Inventory 13.3% 31.7% 25.3% 30.1% 19.1% 17.5% Net PP&E 14.0% 23.8% 24.2% 21.9% 7.6% 11.8% Total Assets 24.0% 30.3% 18.0% 17.7% 11.8% 13.6%

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Tangible Book Value 50.1% 25.6% 16.8% 7.3% 18.3% 27.5% Common Equity 31.1% 28.1% 19.6% 12.2% 11.3% 15.7% Cash from Ops. 10.3% 8.3% (22.8%) 0.9% 18.9% 48.9% Capital Expenditures 15.5% 16.1% 20.4% 7.7% 6.5% 29.4% Levered Free Cash Flow (5.9%) 22.8% (47.7%) 14.4% 31.3% 90.1% Unlevered Free Cash Flow (6.1%) 21.6% (45.6%) 14.8% 31.3% 87.5% Dividend per Share 39.2% 28.3% 13.5% 5.6% 3.7% 3.6%

Compound Annual Growth Rate Over Five Years

Total Revenue 12.5% 14.8% 16.3% 12.6% 14.6% 14.9% Gross Profit 14.0% 15.6% 16.1% 12.4% 14.3% 14.4% EBITDA 26.9% 21.0% 10.3% 11.2% 11.3% 13.3% EBITA 32.2% 23.6% 7.8% 9.3% 9.9% 12.5% EBIT 31.8% 22.9% 6.9% 8.8% 8.7% 11.5% Earnings from Cont. Ops. 88.5% 36.6% 11.8% 18.8% 10.3% 12.5% Net Income 88.5% 35.2% 10.5% 10.5% 4.2% 9.3% Normalized Net Income 37.9% 23.9% 5.5% 8.0% 8.0% 10.4% Diluted EPS before Extra 87.8% 34.9% 10.3% 18.2% 9.8% 12.1%

Accounts Receivable 134.1% 106.1% 41.9% 44.6% 2.2% 5.3% Inventory 8.5% 21.0% 20.4% 26.1% 24.8% 22.7% Net PP&E 9.8% 23.2% 19.6% 17.7% 17.0% 18.7% Total Assets 19.4% 28.2% 21.1% 22.1% 17.4% 19.9%

Tangible Book Value 29.8% 23.5% 30.7% 21.1% 17.0% 18.7% Common Equity 27.5% 28.4% 23.8% 20.4% 16.3% 17.3% Cash from Ops. 14.2% 12.9% (9.3%) 7.5% 8.9% 24.0% Capital Expenditures 35.4% 26.3% 14.1% 5.9% 19.8% 22.2% Levered Free Cash Flow 5.2% 0.2% (29.6%) 25.7% 6.5% 32.3% Unlevered Free Cash Flow 3.4% (0.5%) (27.9%) 24.8% 6.8% 32.2% Dividend per Share 27.2% 28.6% 25.3% 17.7% 9.4% 9.0%

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JD Sports Fashion plc (LSE:JD.) > Financials > Industry Specific

In Millions of the reported currency, except per share items. Restatement: Latest Filings Period Type: AnnualCurrency: Reported Currency Conversion: HistoricalOrder: Latest on Right Units: S&P Capital IQ (Default)Decimals: Capital IQ (Default)

Industry Specific


Jan-30-2010

12 months

Jan-29-2011

12 months

Jan-28-2012

12 months

Feb-02-2013

12 months

Feb-01-2014

12 months

Jan-31-2015


Retail Specific Data

Stores Opened - - - - - 64 Stores Acquired 78 - 374 - 50 17 Stores Closed - - - - - 39 Total Stores 523 538 919 822 796 844

Total Same Store Sales Growth - 5.6% 0.3% - - 12.0%

Gross Margin 49.3% 49.5% 49.2% 48.7% 48.7% 48.6% Operating Margin 8.7% 9.0% - - - -

Retail Revenues 730.1 801.3 932.5 1,063.2 1,216.4 1,522.3 Wholesale Revenues 42.6 85.5 135.1 - - -Online Revenues - - - 88.7 - -

Total Retail Sq. Ft. (Net) 1,439,000 1,501,000 3,058,000 2,894,000 2,897,000 3,119,000

Owned / Operated Store Data

Owned/Operated Stores Opened - - - - - 64 Owned/Operated Stores Acquired 78 - 374 - 50 17 Owned/Operated Stores Closed - - - - - 39 Total Owned/Operated Stores 523 538 919 822 796 844

Owned/Operated Same Store Sales Growth - 5.6% 0.3% - - 12.0%

Filing Date Apr-13-2011 May-18-2012 Apr-17-2013 May-24-2014 May-21-2015 May-21-2015

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JD Sports Fashion plc (LSE:JD.) > Financials > Segments

In Millions of the reported currency. View By: Line Items Restatement: Latest FilingsPeriod Type: Annual Order: Latest on RightCurrency: Reported Currency Conversion: HistoricalUnits: S&P Capital IQ (Default) Decimals: Capital IQ (Default)

Business Segments


Jan-30-2010

12 months

Jan-29-2011

12 months

Jan-28-2012

12 months

Feb-02-2013

Reclassified

12 months

Feb-01-2014

12 months

Jan-31-2015


Revenues

Sports Fashion - - - - 1,104.7 1,352.4 Outdoor - - 5.9 121.0 111.7 169.9 Corporate (2.9) (3.2) (8.1) (2.8) - (0.1) Sport - - - 977.1 - -Fashion - - - 163.6 - -Sport Retail 615.5 667.2 775.0 - - -Fashion Retail 114.6 134.1 151.6 - - -Distribution 42.6 85.5 135.1 - - - Total Revenues 769.8 883.7 1,059.5 1,258.9 1,216.4 1,522.3

Operating Profit Before Tax

Sports Fashion - - - - 91.0 107.0 Outdoor - - (2.2) (14.9) (8.0) (4.9) Sport - - - 77.9 - -Fashion - - - (1.7) - -Sport Retail 64.1 73.3 74.3 - - -Fashion Retail 3.3 6.4 3.3 - - -Distribution (0.2) 0.2 1.1 - - - Total Operating Profit Before Tax 67.3 79.9 76.5 61.3 83.0 102.2

Assets

Sports Fashion - - - - 589.6 672.3 Outdoor - - 38.7 50.1 91.9 102.5 Corporate (49.9) (49.5) (88.0) (72.5) (82.0) (93.2) Sport - - - 451.7 - -Fashion - - - 73.2 - -Sport Retail 264.4 310.2 407.8 - - -Fashion Retail 51.2 56.2 60.6 - - -Distribution 40.6 50.8 68.5 - - - Total Assets 306.2 367.8 487.6 502.5 599.6 681.7

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Depreciation & Amortization

Sports Fashion - - - - 31.2 41.9 Outdoor - - - 1.2 3.2 3.3 Sport - - - 25.1 - -Fashion - - - 4.0 - -Sport Retail 14.1 15.7 19.0 - - -Fashion Retail 3.3 3.5 3.6 - - -Distribution 0.5 1.2 1.7 - - - Total Depreciation & Amortization 17.9 20.4 24.4 30.3 34.4 45.2

Capital Expenditure

Sports Fashion - - - - (41.1) (56.7) Outdoor - - - (3.4) (3.9) (3.4) Sport - - - (37.2) - -Fashion - - - (3.0) - -Sport Retail (16.1) (32.8) (39.2) - - -Fashion Retail (3.3) (6.7) (4.1) - - -Distribution (9.2) (1.0) (2.3) - - - Total Capital Expenditure (28.6) (40.4) (45.6) (43.7) (45.0) (60.1)


Geographic Segments


Jan-30-2010

12 months

Jan-29-2011

12 months

Jan-28-2012

12 months

Feb-02-2013

Reclassified

12 months

Feb-01-2014

12 months

Jan-31-2015


Revenues

United Kingdom 722.2 801.7 863.8 1,029.8 972.8 1,185.0 Europe 45.1 55.0 157.7 197.6 229.7 317.5 Rest of World 2.5 26.9 38.1 31.5 13.9 19.8 Total Revenues 769.8 883.7 1,059.5 1,258.9 1,216.4 1,522.3

Assets

United Kingdom 120.4 135.9 174.0 190.6 205.6 206.7 Europe 13.3 16.4 58.6 55.0 64.0 74.5 Rest of World 0.3 0.3 0.6 0.1 0.1 0.2 Total Assets 134.0 152.5 233.2 245.7 269.7 281.4


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Data Provided by


JD Sports Capital IQ spreadsheets: Comparable

Company Information

105 of 150

JD Sports Fashion plc (LSE:JD.) > Quick Comparable Analysis > Financial Data

Details


Company Comp Set

Company Name Day Close Price

Latest

Shares

Outstanding

Latest

Market

Capitalization

Latest

LTM Net Debt LTM Total Pref.

Equity

LTM Minority

Interest

Total Enterprise

Value Latest

LTM Tangible

Book Value/Share

LTM Filing Date,

Income Statement

LTM Total

Revenue

LTM

EBITDA


Excl. Extra Items

NTM Revenue

(Capital IQ)

NTM EBITDA

(Capital IQ)

NTM EPS

(Capital IQ)

Debenhams plc (LSE:DEB) 1.02 1,227.4 1,253.6 452.7 - - 1,706.3 ( 0.09) Oct-28-2015 3,281 314.5 189.6 0.11 4,068.09 348.89 0.11 WH Smith PLC (LSE:SMWH) 25.43 112.8 2,869.3 (21.2) - - 2,848.1 1.09 Oct-30-2015 1,664 214.7 172.3 1.21 1,697.43 242.49 1.34 Sports Direct International plc (LSE:SPD) 4.92 596.4 2,932.0 28.7 - ( 1.66) 2,959.1 2.56 Dec-10-2015 4,002 539.7 422.0 0.61 4,114.58 547.11 0.52 Alpen Co., Ltd. (TSE:3028) 16.6 40.5 672.1 31.1 - - 703.2 23.19 Feb-12-2016 1,979 94.6 28.0 0.38 2,077.35 140.11 0.88 Xebio Holdings Co., Ltd. (TSE:8281) 15.98 45.2 722.2 (157.3) - 0.08 565.0 21.5 Feb-12-2016 1,945 108.4 49.9 0.47 2,029.64 135.69 0.95 Marks & Spencer Group plc (LSE:MKS) 5.54 1,618.7 8,974.9 2,588.2 - ( 3.96) 11,559.1 1.88 Nov-04-2015 14,633 1,625.4 1,112.7 0.37 14,860.61 1,910.71 0.5 Burberry Group plc (LSE:BRBY) 18.65 439.4 8,193.4 (648.1) - 71.62 7,616.9 3.81 Nov-12-2015 3,571 797.6 621.3 1.11 3,655.36 791.65 1.02 Hibbett Sports, Inc. (NasdaqGS:HIBB) 35.29 22.8 804.1 (31.8) - - 772.3 13.64 Mar-11-2016 943 128.9 112.0 2.92 993.78 129.18 2.99 Next Plc (LSE:NXT) 79.88 145.7 11,635.9 1,278.4 - - 12,914.3 2.56 Mar-24-2016 5,900 1,398.2 1,231.5 6.26 6,065.46 1,411.45 6.35 Sportsman's Warehouse Holdings, Inc.

(NasdaqGS:SPWH)

12.23 42.0 513.7 187.0 - - 700.8 ( 0.14) Mar-24-2016 730 67.6 56.0 0.66 813.6 79.43 0.71

JD Sports Fashion plc (LSE:JD.) 15.6 194.6 3,035.6 (141.7) - 18.79 2,912.6 1.56 Oct-20-2015 2,348 239.2 174.4 0.61 2,545.05 269.41 0.75

Summary Statistics Day Close Price

Latest

Shares

Outstanding

Latest

Market

Capitalization

Latest

LTM Net Debt LTM Total Pref.

Equity

LTM Minority

Interest

Total Enterprise

Value Latest

LTM Tangible

Book Value/Share

LTM Filing Date,

Income Statement

LTM Total

Revenue

LTM

EBITDA


Excl. Extra Items

NTM Revenue

(Capital IQ)

NTM EBITDA

(Capital IQ)

NTM EPS

(Capital IQ)

High 79.88 1,618.7 11,635.9 2,588.2 - 71.62 12,914.3 23.19 - 14,633 1,625.4 1,231.5 6.26 14,860.61 1,910.71 6.35 Low 1.02 22.8 513.7 (648.1) - ( 3.96) 565.0 ( 0.14) - 730 67.6 28.0 0.11 813.6 79.43 0.11 Mean 21.55 429.1 3,857.1 370.8 - 16.52 4,234.5 7.0 - 3,865 528.9 399.5 1.41 4,037.59 573.67 1.54 Median 16.29 129.3 2,061.5 29.9 - ( 0.79) 2,277.2 2.56 - 2,630 264.6 181.0 0.64 2,866.35 295.69 0.92




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JD Sports Fashion plc (LSE:JD.) > Quick Comparable Analysis > Trading Multiples

Details


Company Comp Set

Company Name TEV/Total Revenues LTM

- Latest

TEV/EBITDA

LTM - Latest

TEV/EBIT LTM -

Latest


Extra LTM - Latest

P/TangBV LTM -

Latest



NTM TEV/Forward

EBITDA (Capital IQ)

NTM Forward P/E

(Capital IQ)

Debenhams plc (LSE:DEB) 0.5x 5.4x 9.0x 9.5x NM 0.42x 4.90x 9.41xWH Smith PLC (LSE:SMWH) 1.7x 13.3x 16.5x 21.0x 23.4x 1.68x 11.77x 19.06xSports Direct International plc (LSE:SPD) 0.7x 5.4x 6.9x 8.0x 1.9x 0.72x 5.42x 9.51xAlpen Co., Ltd. (TSE:3028) 0.4x 7.4x 25.1x 43.7x 0.7x 0.34x 5.02x 18.77xXebio Holdings Co., Ltd. (TSE:8281) 0.3x 5.2x 11.3x 34.2x 0.7x 0.28x 4.16x 16.88xMarks & Spencer Group plc (LSE:MKS) 0.8x 7.1x 10.4x 15.0x 2.9x 0.78x 6.06x 11.19xBurberry Group plc (LSE:BRBY) 2.1x 9.6x 12.3x 16.8x 4.9x 2.09x 9.64x 18.34xHibbett Sports, Inc. (NasdaqGS:HIBB) 0.8x 6.0x 6.9x 12.1x 2.6x 0.78x 5.98x 11.80xNext Plc (LSE:NXT) 2.2x 9.2x 10.5x 12.8x 31.2x 2.13x 9.17x 12.62xSportsman's Warehouse Holdings, Inc.

(NasdaqGS:SPWH)

1.0x 10.4x 12.5x 18.5x NM 0.86x 8.82x 17.14x

JD Sports Fashion plc (LSE:JD.) 1.2x 12.2x 16.7x 25.4x 10.0x 1.15x 10.83x 20.79x

Summary Statistics TEV/Total Revenues LTM

- Latest

TEV/EBITDA

LTM - Latest

TEV/EBIT LTM -

Latest


Extra LTM - Latest

P/TangBV LTM -

Latest



NTM TEV/Forward

EBITDA (Capital IQ)

NTM Forward P/E

(Capital IQ)





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JD Sports Fashion plc (LSE:JD.) > Quick Comparable Analysis > Operating Statistics

Details


Company Comp Set

Company Name LTM Gross

Margin %

LTM EBITDA

Margin %

LTM EBIT

Margin %

LTM Net Income

Margin %

LTM Total

Revenues, 1 Yr

Growth %

LTM EBITDA, 1 Yr

Growth %

LTM EBIT, 1 Yr

Growth %

LTM Net Income, 1 Yr

Growth %

LTM Total

Debt/Capital %

LTM Total

Debt/EBITDA

NTM LT EPS

Growth Rate

(Capital IQ)

5 Year Beta

Debenhams plc (LSE:DEB) 13% 10% 5.8% 4.03% 0.43% 2.96% 4.84% 7.22% 29.27% 1.6x - 0.79 WH Smith PLC (LSE:SMWH) 58% 13% 10.4% 8.57% 1.46% 7.80% 8.93% 9.78% 11.45% 0.1x - 0.56 Sports Direct International plc (LSE:SPD) 44% 13% 10.5% 9.57% 1.42% 15.49% 13.91% 44.78% 12.46% 0.5x - 0.79 Alpen Co., Ltd. (TSE:3028) 42% 5% 1.4% 0.78% 4.15% (12.23%) (39.55%) (60.35%) 17.81% 2.2x - 0.3 Xebio Holdings Co., Ltd. (TSE:8281) 39% 6% 2.6% 1.09% 3.44% (12.84%) (23.65%) (45.30%) 3.16% 0.3x - 0.39 Marks & Spencer Group plc (LSE:MKS) 38% 11% 7.6% 4.16% 0.25% (0.36%) 8.59% (14.42%) 40.61% 1.8x - 0.63 Burberry Group plc (LSE:BRBY) 70% 22% 17.4% 13.90% 5.40% 3.79% 3.73% 11.77% 4.14% 0.1x - 0.82 Hibbett Sports, Inc. (NasdaqGS:HIBB) 35% 14% 11.9% 7.48% 3.24% (3.92%) (5.20%) (4.15%) 0.15% 0.0x - 1.09 Next Plc (LSE:NXT) 35% 24% 20.9% 15.96% 4.43% 8.21% 8.66% 5.02% 75.70% 1.0x - 0.31 Sportsman's Warehouse Holdings, Inc.

(NasdaqGS:SPWH)

33% 9% 7.7% 3.80% 10.59% 12.23% 9.68% 101.47% 101.10% 2.8x - -

JD Sports Fashion plc (LSE:JD.) 48% 10% 7.4% 4.47% 25.97% 25.44% 24.53% 55.53% 15.40% 0.4x - 0.57

Summary Statistics LTM Gross

Margin %

LTM EBITDA

Margin %

LTM EBIT

Margin %

LTM Net Income

Margin %

LTM Total

Revenues, 1 Yr

Growth %

LTM EBITDA, 1 Yr

Growth %

LTM EBIT, 1 Yr

Growth %

LTM Net Income, 1 Yr

Growth %

LTM Total

Debt/Capital %

LTM Total

Debt/EBITDA

NTM LT EPS

Growth Rate

(Capital IQ)

5 Year Beta

High 70% 24% 20.9% 15.96% 10.59% 15.49% 13.91% 101.47% 101.10% 2.8x - 1.09 Low 13% 5% 1.4% 0.78% 0.25% (12.84%) (39.55%) (60.35%) 0.15% 0.0x - 0.3 Mean 41% 13% 9.6% 6.93% 3.48% 2.11% (1.01%) 5.58% 29.59% 1.0x - 0.63 Median 38% 12% 9.0% 5.82% 3.34% 3.37% 6.72% 6.12% 15.13% 0.7x - 0.63




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JD Sports Fashion plc (LSE:JD.) > Quick Comparable Analysis > Implied Valuation

Details


Company Comp Set

Company Name LTM Total Revenue LTM EBITDA LTM EBIT NTM Revenue (Capital IQ) NTM EBITDA (Capital IQ) LTM Basic EPS NTM EPS (Capital IQ) LTM Tangible Book

Value/Share

JD Sports Fashion plc (LSE:JD.) 2,348 239.2 174.4 2,545.05 269.41 0.54 0.75 1.56

Total Enterprise Value Multiples Pricing Multiples

LTM TEV/Total

Revenues

LTM TEV/EBITDA LTM TEV/EBIT NTM TEV/Forward Total Revenue NTM TEV/Forward EBITDA LTM P/Diluted EPS Before

Extra

NTM Forward P/E LTM P/TangBV


Implied Enterprise Value

High 5,138 3,173.3 4,374.1 5,430.68 3,171.29 Low 682 1,246.8 1,202.3 708.53 1,121.89 Mean 2,467 1,890.6 2,116.7 2,565.36 1,911.58 Median 1,889 1,740.2 1,899.9 1,980.95 1,622.09

+ Total Cash & ST Investments 226 226 226 226 226 - Total Debt 84.7 84.7 84.7 84.7 84.7 - Total Pref. Equity - - - - -- Minority Interest 18.79 18.79 18.79 18.79 18.79

= Implied Equity Value

High 5,261 3,296.3 4,497.0 5,553.63 3,294.24 4,587.6 2,788.36 9,473.36 Low 805 1,369.8 1,325.2 831.48 1,244.84 839.77 1,376.97 217.36 Mean 2,590 2,013.6 2,239.6 2,688.31 2,034.53 2,013.8 2,117.44 2,595.57 Median 2,011 1,863.1 2,022.8 2,103.9 1,745.04 1,674.5 2,158.03 840.47

/ Shares Outstanding 194.65 194.65 194.65 194.65 194.65 194.65 194.65 194.65

= Implied Price per Share

High 27 16.9 23.1 28.53 16.92 23.57 14.33 48.67 Low 4 7.0 6.8 4.27 6.4 4.31 7.07 1.12 Mean 13 10.3 11.5 13.81 10.45 10.35 10.88 13.33 Median 10 9.6 10.4 10.81 8.97 8.6 11.09 4.32

Mean Equity Value Across Multiples Equity Value Price Per Share

High 4,843.97 24.89 Low 1,001.28 5.14 Mean 2,286.57 11.75 Median 1,802.42 9.26



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JD Sports Fashion plc (LSE:JD.) > Quick Comparable Analysis > Credit Health Panel

Details


Company Comp Set

Company NameOverall Operational Solvency Liquidity

LTM Period

Ending

Financials

Updated

Country Primary Industry Classification

Burberry Group plc (LSE:BRBY) 1 1 1 1 Sep-30-2015 Nov-12-2015 United Kingdom Apparel, Accessories and Luxury GoodsSports Direct International plc (LSE:SPD) 1 2 2 2 Oct-25-2015 Dec-11-2015 United Kingdom Specialty Stores

Hibbett Sports, Inc. (NasdaqGS:HIBB) 2 1 3 3 Jan-30-2016 Mar-11-2016 United States Specialty StoresWH Smith PLC (LSE:SMWH) 2 2 1 3 Aug-31-2015 Dec-08-2015 United Kingdom Specialty StoresAlpen Co., Ltd. (TSE:3028) 3 3 3 2 Dec-31-2015 Feb-19-2016 Japan Specialty StoresXebio Holdings Co., Ltd. (TSE:8281) 3 4 3 1 Dec-31-2015 Feb-18-2016 Japan Specialty StoresSportsman's Warehouse Holdings, Inc.

(NasdaqGS:SPWH)

4 3 4 4 Jan-30-2016 Mar-25-2016 United States Specialty StoresDebenhams plc (LSE:DEB) 4 4 4 4 Aug-29-2015 Dec-11-2015 United Kingdom Department StoresMarks & Spencer Group plc (LSE:MKS) 4 4 4 4 Sep-26-2015 Nov-05-2015 United Kingdom Department Stores

JD Sports Fashion plc (LSE:JD.) 3 3 2 3 Aug-01-2015 Oct-21-2015 United Kingdom Specialty Stores



Credit Health Panel metric values are calculated by converting all currencies to USD based on yesterday’s spot rate. Currencies displayed on the page are converted at today’s spot rate from yesterday’s USD value.

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Data Provided by


JD Sports Capital IQ spreadsheets: Estimates

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JD Sports Fashion plc (LSE:JD.) > Capital IQ Estimates > Consensus

Currency: Reported Currency Conversion: Today's Spot Rate

Units: Capital IQ (Default) Decimals: CapitalIQ (Default)

Consolidation: Consolidated Acctg. Standard: Majority Accounting Standard

Current Fiscal Year End: Jan-31-2016 | FY 2016 Earnings Release Date: Apr-14-2016

LSE:JD. (GBP) Mean Median High/Low Std. Dev. No. of Estimates. LSE:JD. - Recommendation: Buy (1.25)

Target Price 12.21 12.65 13.00/10.55 0.98 4/4 1 - Buy 32 - Outperform 13 - Hold 04 - Underperform 05 - Sell 00 - No Opinion 0

Market Summary LSE:JD. LSE:JD. (IFRS|GBP)

Currency British Pound Current Quarter Current Year NTM

Latest Price/Last Close Price 11.04/11.04 EPS Normalized - 0.53 0.5352 Wk. High/Low 11.71/4.40 Company Level (IFRS|GBP)

Potential Upside/Diff. from Target Price 10.62 %/1.17 Revenue - 1,801.64 1801.64EBITDA - 190.72 190.72

Fiscal Years

LSE:JD. (GBP) 2015 2016 2017 2018

EPS Normalized 0.39 A 0.53 E 0.58 E 0.63 E Final Est. 0.36 E - - - Median 0.36 E 0.53 E 0.58 E 0.62 E High 0.37 E 0.59 E 0.68 E 0.75 E Low 0.36 E 0.48 E 0.51 E 0.54 E Std. Dev. 0.0 0.05 0.07 0.09 No. of Estimates 3/3 4/4 4/4 4/4 Acctg. Standard IFRS IFRS IFRS IFRSEPS (GAAP) 0.27 A 0.53 E 0.63 E 0.68 E Final Est. 0.34 E - - - Median 0.34 E 0.53 E 0.63 E 0.68 E High 0.35 E 0.53 E 0.63 E 0.68 E Low 0.34 E 0.53 E 0.63 E 0.68 E Std. Dev. 0.01 - - - No. of Estimates 2/2 1/1 1/1 1/1 Acctg. Standard IFRS IFRS IFRS IFRS

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Company Level (GBP) 2015 2016 2017 2018

Revenue 1,522.25 A 1,801.64 E 1,958.16 E 2,109.71 E Final Est. 1,508.50 E - - - Median 1,508.91 E 1,814.77 E 1,998.05 E 2,154.10 E High 1,540.60 E 1,816.15 E 2,001.43 E 2,190.02 E Low 1,476.00 E 1,774.00 E 1,875.00 E 1,985.00 E Std. Dev. 26.37 19.55 58.82 89.39 No. of Estimates 3/3 3/3 3/3 3/3 Acctg. Standard IFRS IFRS IFRS IFRSEBITDA 147.41 A 190.72 E 208.17 E 225.21 E Final Est. 133.17 E - - - Median 133.50 E 189.27 E 205.18 E 222.82 E High 134.30 E 206.83 E 233.31 E 255.20 E Low 131.71 E 177.50 E 189.00 E 200.00 E Std. Dev. 1.08 13.16 18.12 21.65 No. of Estimates 3/3 4/4 4/4 4/4 Acctg. Standard IFRS IFRS IFRS IFRS

Calendar Years

LSE:JD. (GBP) 2015 2016 2017

EPS Normalized 0.53 E 0.58 E 0.63 E Median 0.53 E 0.58 E 0.62 E High 0.59 E 0.68 E 0.75 E Low 0.48 E 0.51 E 0.54 E Std. Dev. 0.05 0.07 0.09 No. of Estimates 4/4 4/4 4/4 Acctg. Standard IFRS IFRS IFRSEPS (GAAP) 0.53 E 0.63 E 0.68 E Median 0.53 E 0.63 E 0.68 E High 0.53 E 0.63 E 0.68 E Low 0.53 E 0.63 E 0.68 E Std. Dev. - - - No. of Estimates 1/1 1/1 1/1 Acctg. Standard IFRS IFRS IFRS

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Company Level (GBP) 2015 2016 2017

Revenue 1,801.64 E 1,958.16 E 2,109.71 E Median 1,814.77 E 1,998.05 E 2,154.10 E High 1,816.15 E 2,001.43 E 2,190.02 E Low 1,774.00 E 1,875.00 E 1,985.00 E Std. Dev. 19.55 58.82 89.39 No. of Estimates 3/3 3/3 3/3 Acctg. Standard IFRS IFRS IFRSEBITDA 190.72 E 208.17 E 225.21 E Median 189.27 E 205.18 E 222.82 E High 206.83 E 233.31 E 255.20 E Low 177.50 E 189.00 E 200.00 E Std. Dev. 13.16 18.12 21.65 No. of Estimates 4/4 4/4 4/4 Acctg. Standard IFRS IFRS IFRS

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JD Sports Fashion plc (LSE:JD.) > Capital IQ Estimates > Multiples



Consolidation: ConsolidatedAcctg. Standard: Majority Accounting Standard

Dilution: Basic

Current Fiscal Year End: Jan-31-2016

LSE:JD. (Current Fiscal Year End: Jan-31-2016)

Based on Market Price TEV/REV TEV/EBITDA TEV/EBIT Price/Earnings PEG P/BV

NTM 1.15x 10.83x - 20.79x - -FY 2016 1.15x 10.83x - 20.79x - -FY 2017 1.06x 9.93x - 18.92x - -FY 2018 0.98x 9.18x - 17.57x - -CY 2015 1.15x 10.83x - 20.79x - -CY 2016 1.06x 9.93x - 18.92x - -CY 2017 0.98x 9.18x - 17.57x - -

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JD Sports Fashion plc (LSE:JD.) > Capital IQ Estimates > Surprise





Fiscal Years

LSE:JD. (GBP) 2015

EPS Normalized 8.33% Difference 0.03 Actual 0.39 A Estimate 0.36 E Announced Date Apr-15-2015 Acctg. Standard IFRSEPS (GAAP) (20.59%) Difference ( 0.07) Actual 0.27 A Estimate 0.34 E Announced Date Apr-15-2015 Acctg. Standard IFRS

Company Level (GBP) 2015

Revenue 0.91% Difference 13.75 Actual 1,522.25 A Estimate 1,508.50 E Announced Date Apr-15-2015 Acctg. Standard IFRSEBITDA 10.69% Difference 14.24 Actual 147.41 A Estimate 133.17 E Announced Date Apr-15-2015 Acctg. Standard IFRS

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JD Sports Fashion plc (LSE:JD.) > Capital IQ Estimates > Trends





EPS Normalized

LSE:JD. (GBP) FY 2016 FY 2017 FY 2018

Current 0.53 0.58 0.631 month ago 0.56 0.61 0.662 months ago 0.56 0.61 0.663 months ago 0.52 0.57 0.66 months ago 0.49 0.53 0.579 months ago 0.43 0.47 0.5112 months ago 0.39 0.41 -18 months ago 0.36 0.39 -

EPS (GAAP)

LSE:JD. (GBP) FY 2016 FY 2017 FY 2018


Revenue

Company Level (GBP) FY 2016 FY 2017 FY 2018


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Data Provided by


JD Sports Annual Report 2015 (extracts)

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Annual Report & Accounts

2015

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Contents

Overview

Highlights 5Who We Are 6Where We Are 16 Group Portfolio Introduction 18Executive Chairman’s Statement 45

Strategic Report

Business Model 46Our Strategy 47Principal Risks 49Business Review 51Financial Review – Continuing Businesses 52Property and Stores Review 54Corporate and Social Responsibility 56

Governance

The Board 60Directors’ Report 61Corporate Governance Report 63Directors’ Remuneration Report 67

Financial Statements

Statement of Directors’ Responsibilities 77Independent Auditor’s Report 78Consolidated Income Statement 80Statement of Comprehensive Income 80Statement of Financial Position 81Consolidated Statement of Changes in Equity 82Consolidated Statement of Cash Flows 83Notes to the Consolidated Financial Statements 84

Group Information

Five Year Record 135Financial Calendar 136Shareholder Information 137

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4

Annual Report & Accounts 2015

“ Our continuing operations have delivered a record result for the year with a headline profit before tax and exceptional items in excess of £100 million.”

Peter Cowgill

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5

Overview

Highlights

Revenue +25.1% Adjusted Basic Earnings per Ordinary Share (a) +26.2%

Profit Before Tax and Exceptional Items +22.0% Total Dividend Payable per Ordinary Share (a) +4.1%

• Record result with profit before tax and exceptional items in the continuing businesses of £100.0 million (2014: 82.0 million).

• Exceptional performance in Sports Fashion with like for like store sales growth across the combined European fascias of 13% and operating profits increased by 18% to £107.0 million (2014: £91.0 million).

• Encouraging progress in the development of the international Sports Fashion offering with new stores added in all existing territories.

• Comparable with the wider sector, Outdoor had a difficult second half following the very mild autumn and winter. Sector wide promotional activity continues as the resulting imbalance of stocks in the trade is addressed.

• Investment levels remain high in Sports Fashion with total capital expenditure of £70.2 million (2014: £48.2 million). This is expected to increase further in the new financial year as the overseas rollout of JD continues.

• Final dividend payable increased by 4.2% to 5.90p (2014: 5.6625p) bringing the total dividends payable for the year to 7.05p (2014: 6.7750p) per ordinary share, an increase of 4.1%.

• The results of Bank Fashion Limited, which was disposed of on 25 November 2014, are presented as a discontinued activity. The results for the 52 weeks to 1 Feb 2014 have been re-presented on the same basis.

a) The prior year has been restated to reflect the 4:1 share split which was approved by shareholders at the Annual General Meeting on 26 June 2014. The earnings per share are calculated based on the continuing operations only.

£1,216.4m

2014 2015

£1,522.3m

£82.0m

2014 2015

£100.0m

30.82p

2014 2015

38.89p

6.775p

2014 2015

7.050p

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6


Who We Are

Established in 1981with a single store in the North West of England, JD Sports Fashion Plc is a leading multichannel retailer of sports fashion and outdoor brands in the UK and Europe.

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12


The Group has over 800 stores across a number of retail fascias and is proud of the fact that it always provides its customers with the latest products from the very best brands.

The Group embraces the latest online and instore digital technology providing it with a truly multichannel, international platform for future growth.

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16


(No. Stores)JD UK & ROI (1)

JD Europe Size?

Sub-Total JD & Size? Chausport Sprinter Other Total

2014 348 50 25 423 75 65 60 623

2015 351 65 31 447 73 80 60 660

Sports Fashion Fascias

(000 Sq Ft)JD UK & ROI (1)

JD Europe Size?

Sub-Total JD & Size? Chausport Sprinter Other Total

2014 1,274 92 34 1,400 84 745 137 2,366

2015 1,292 121 49 1,462 82 838 129 2,511

1. Includes Champion stores which are serviced and managed by the UK team. In addition, there were two JD branded Gyms at the period end in Hull and Liverpool.

Outdoor Fascias

(No. Stores) Blacks Millets Tiso Other Total

2014 76 80 17 - 173

2015 73 92 17 2 184

(000 Sq Ft) Blacks Millets Tiso Other Total

2014 287 143 101 - 531

2015 270 175 101 62 608

Where We Are

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17

Where We Are

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18

Group Portfolio Introduction


Our vision and passion through imagery helps continually build upon our proud heritage and sets the standard across all communications.

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45

Introduction

I am delighted to report that our continuing operations have delivered a record result for the year with a headline profit before tax and exceptional items in excess of £100 million for the first time. This result and its ingredients provide a robust platform for further profitable growth, at home and internationally.

This result has been driven by an outstanding performance in our Sports Fashion fascias where JD’s unique and often exclusive sports and fashion premium brand offer continues to enthuse and excite both customers and suppliers. We believe that our collaborative approach to working with third party brands to create a unique, premium and often exclusive offer is a major contributor to our success. We have the utmost respect for the brands that we sell and believe in working in partnership with them to achieve their ambitions. This, combined with our market leading standards of visual merchandising and disciplines instore, provides the basis for international success.

We have continued to extend our store presence in Europe with 19 new stores for JD and Size?, taking us to 70 new stores. Our continued development recognises that our offer has been well received to date in these markets. We are also encouraged by the performance of Sprinter in Spain and Chausport in France. In so far as this progress continues, we anticipate further growth in overseas markets.

The turnaround of our Outdoor fascias continues although the encouraging results in the first half were somewhat tempered in the second half as the milder and drier weather led to a general oversupply relative to demand for winter related product in the market throughout the season with consequent high levels of discounting. We continue to work with our branded partners and our own brand supply chain to improve our product proposition and market positioning to achieve a more focused consumer targeting for each part of our business. Property investment, both in terms of new stores and refitting existing stores, is also required but will be driven by the strength of the proposition and the property costs in each location. We are conscious that delivery of profitability has been delayed but remain determined to enhance our proposition and the efficiency of the operations so that profitability is achieved in 2016/17.

Dividends and Earnings per Share

The Board proposes paying a final dividend of 5.90p (2014: 5.6625p) bringing the total dividend payable for the year to 7.05p (2014: 6.775p) per ordinary share, an increase of 4%. The proposed final dividend will be paid on 3 August 2015 to all shareholders on the register at 26 June 2015. Given the increasing success that we are seeing from the international developments of the JD fascia and the capital investment that this requires, we intend to keep dividend growth restrained at this time.

The adjusted earnings per ordinary share before exceptional items have increased by 26% to 38.89p (2014: 30.82p).

The basic earnings per ordinary share have increased by 21% to 35.17p (2014: 29.08p).

Board Effectiveness

As Executive Chairman, I am responsible for the leadership of the Board and ensuring its effectiveness in all aspects of its role. The Board is then responsible for the Group’s strategic development, review of performance against the business objectives, overseeing risk and maintaining effective corporate governance including health and safety, environmental, social and ethical matters.

People

We are fortunate, as a Group, to have talented people in every aspect of our business. Our success would not be continuing were it not for the skills, drive and passion of the teams that work in our businesses day to day. As Executive Chairman, it is particularly pleasing to see the commitment that the team show to achieve success internationally. I thank everybody involved in delivering these excellent results.

Current Trading and Outlook

Given the significant change in the timing of Easter relative to last year, we do not believe that it is appropriate to issue any detailed update at this time on trading to date in the new financial year. That said we are encouraged by continued positive trading across our core fascias. Our next scheduled update will take place upon the announcement of our Interim Results which is scheduled for 16 September 2015.

The Board continues to believe that the Group is well positioned to exploit successfully the opportunities that exist for continued profitable growth.

Peter Cowgill Executive Chairman 15 April 2015

Executive Chairman’s Statement

Overview

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46

Business Model


Sports Fashion

Consumer

Omnichannel

OutdoorCentral

Infrastructure

Warehouse RetailBespoke IT

DevelopmentInstore Devices

Training & Development

Online

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47

Strategic Report

Multichannel

Multichannel activity has continued to grow significantly over the last 12 months and we continue to make good progress towards our objective of becoming a cutting edge international multichannel retailer. We believe that the relocation of our digital marketing teams in the year to the Sharp Project in Manchester, which is recognised as the leading location for creative digital production in the North West of England, is an important step in achieving this objective.

In the UK, we have seen significant growth in online sales, principally driven by the strengthening of our mobile offer. Our digital channels continue to be important research destinations for our customers and there has been substantial growth in sales from our instore digital devices (kiosks, web tills and iPads), both through increased adoption of existing ones by customers and through the roll out of additional devices. These enable customers to order products from the website but pay in cash, access extended ranges not available in the store and access our full warehouse stock inventory. We have also introduced cross-fascia delivery to store which enables customers to order from our digital channels and collect the product from any store within our group retail estate. Overseas, we have rolled out a full local language and local currency multichannel offer (website, mobile site, apps, instore devices, delivery to home and store) to Ireland, The Netherlands, France, Spain and Germany in the last 12 months for JD. We expect to grow these markets to be significant contributors in the future.

In 2015 we will continue our focus on optimising our digital channels, improving the customer experience, enhancing our multichannel proposition, exploiting group synergies and rolling out our multichannel offer internationally.

Multichannel sales represented 9.9% of JD and Size? fascia sales in the last year.

Our Strategy

Introduction

The Group has long been established as a leading retailer of branded and own brand sports fashion apparel and footwear in the UK and Ireland. Our Sports Fashion fascias are also now firmly established in mainland Europe with significant store presence in France, Spain, The Netherlands and Germany and we intend to continue to extend our geography further which will necessitate the development of a different operating model for countries outside Europe. Building our reach in, and potentially beyond Europe, not only gives us significant potential for growth but it also cements the strong supplier relationships required to constantly bring in new and exclusive products and to market them collaboratively.

We will sustain our market positions through ongoing investment in the retail store portfolio, development and nurture of global supplier relationships, and the acquisition of brands and retailers which we can develop and exploit to ensure our overall product offers remain uniquely appealing. In working towards these objectives we aim to act always in a responsible and ethical manner with all our stakeholders including suppliers, employees and of course our customers.

Our core business strength is branded retail and our consumers are either sports fashion or outdoor oriented. Where we use own brands we will seek to market them as third party brands. We seek to build strong market positions which we will always seek to sustain and defend. We maintain these positions by constantly adding to our brand roster and endeavouring to be partner of choice to as many brands as possible with as much exclusive product as possible. Any business in the Group which we now invest in will have relevance to our core strength. All businesses in the Group need to be capable of enhanced profitability in the medium term. Our ultimate objective is to deliver long term sustainable earnings growth to enhance total shareholder returns (‘TSR’) through share price performance and dividends, whilst retaining our financial capability to invest in the growth and the sustainability of our propositions. Recent TSR performance is shown in the graph within the Remuneration Report on page 74.

Stores

We are engaged in omnichannel retail and we continue to invest considerable time and money in our retail property portfolio, increasingly overseas in the Sports Fashion fascias. We believe in maintaining high standards of product presentation in well fitted stores as this increases footfall through the door and the desirability of the product within. This means that we will look to regularly refurbish stores to maintain our high standards of visual merchandising. We are also keen to use the latest technology in our stores as exemplified by the recent opening in the Trafford Centre.

The store numbers and square footage at the start and end of the year are documented in the ‘Where we are’ section on page 16.

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48

Infrastructure and Resources

One of our most important resources is our people. We are a large equal opportunities employer and we are particularly proud of our training resources. We provide direct employment and career development to thousands of people, both in the UK and Europe. The Group employs large numbers of recent school leavers and graduates and 150 training courses were completed by employees in the last year. We believe retention of our best staff is crucial to the success of our business as it preserves the DNA of each business.

We are continuing to invest in our central distribution facility (Kingsway) in Rochdale. Volumes processed there continue to grow quickly requiring continuing investment in mezzanines, racking and machinery.

Period ended 31 January 2015

Period ended 1 February 2014

Number of Items Processed by Kingsway Distribution Centre

58.75m 49.50m

To support our retail businesses a project is ongoing to replace our bespoke legacy ERP with Oracle Retail Systems. The new systems should start to go live in 2015 with the Outdoor fascias being the expected pilot migration later in the year although the main Sports Fashion fascias will not migrate until 2016.

We also recognise the importance of protecting our environment and are committed to carrying out all our activities with due consideration for their environmental impact, particularly with regard to ensuring efficient use of energy and other resources and materials, minimising waste by recycling wherever possible and ensuring compliance with relevant legislation and codes of best practice. See also our Corporate Responsibility Report on pages 56 to 59.

The risks faced by the Group and our mitigation plans are reported separately in pages 49 to 50.

Financial Key Performance Indicators

2015 £000

2014 £000

% Change

Revenue 1,522,253 1,216,371 +25%

Gross profit % 48.6% 48.7%

Operating profit 92,646 77,868 +19%

Operating profit (before exceptional items)

102,173 83,032 +23%

Profit before tax and exceptional items

100,023 81,995 +22%

Profit before tax 90,496 76,831 +18%

Basic earnings per ordinary share (a)

35.17p 29.08p +21%

Adjusted basic earnings per ordinary share (a)

38.89p 30.82p +26%

Total dividend payable per ordinary share (a)

7.050p 6.775p +4%

Net cash at end of period (b) 84,230 45,276

a) The prior year has been restated to reflect the 4:1 share split which was approved by shareholders at the Annual General Meeting on 26 June 2014. The earnings per share are calculated based on the continuing operations only.

b) Net cash consists of cash and cash equivalents together with interest-bearing loans and borrowings.

On behalf of the Board



Our Strategy (Continued)

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49

Strategic Report

Principal Risks

Any business undertaking will involve some risk with many risk factors common to any business no matter what sector it operates in. The Directors acknowledge however that certain risks and uncertainties are more specific to the Group and the markets in which its businesses operate. The principle risk factors are assessed below:

Omnichannel

Risk and Impact Mitigating Activities

BrandsThe retail fascias offer a proposition that has a mixture of third party and own brand product. These fascias are heavily dependent on the products and the brands themselves being desirable to the customer if the revenue streams are to grow. Therefore, the Group needs all of its third party and own brands, including brands licensed exclusively to it, to maintain their design and marketing prominence to sustain that desirability.The Group is also subject to the distribution policies operated by some third party brands.

The Group seeks to ensure it is not overly reliant on a small number of brands by offering a stable of own brands which is constantly evolving. Where possible, the Group’s retail fascias also work in partnership with the third party brands in their business on the design of bespoke product which is then exclusive to the Group’s fascias. Further, the Group continues to actively seek additional brands which it can either own or license exclusively.

Intellectual Property

The Group’s trademarks and other intellectual property rights are critical in maintaining the value of the Group’s own brands. Ensuring that the Group’s businesses can use these brands exclusively is critical in providing a point of differentiation to our customers and without this exclusivity we believe that footfall into the stores, visits to our websites and ultimately conversion of these visits into revenues would all be reduced.

The Group therefore works with third party organisations to ensure that the Group’s intellectual property is registered in all relevant territories. The Group also actively works to prevent counterfeit product being passed off as legitimate.

Retail Property Factors

The retail landscape has seen significant changes in recent years with a number of new developments opened and a high volume of retail units becoming vacant. The Group can be exposed where it has committed itself to a long lease in a location which, as a result of a more recent retail development, is no longer as attractive to the customer leading to reduced footfall and potentially lower sales volumes.

Wherever possible, the Group will seek a number of protections when agreeing to new property leases:• New leases generally taken out for a maximum period of 10 years. • Look to agree a break option part way through the lease. • Capped rent reviews. • Agree rents which flex with turnover in the store.When the Group determines that the current store performance is unsatisfactory then an assessment is made on whether the Group wants to continue trading in that location. If it does then the landlord is approached to see whether we can reach an agreement on a reduction in the rent or a change to a turnover based rent.If it is considered that the best solution is to exit the store completely 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 sublet it to another retailer. In many cases, this necessitates the payment of an incentive. The Group is mindful of current economic factors and the adverse impact on the potential for disposal from the high volume of vacant units already available as a consequence of a number of retailers going out of business in recent years.Assigning the lease or finding a sub-tenant is not without risk because if the other 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 and makes a provision for the return of stores if this risk looks probable. The Board reviews the list of assigned leases regularly and is comfortable that appropriate provisions have been made where there is a probable risk of the store returning to the Group under privity of contract and, other than as disclosed in note 25, they are not aware of any other stores where there is a possible risk of these stores returning.

Seasonality

The Group’s core retail business is highly seasonal. Historically, the Group’s most important trading period in terms of sales, profitability and cash flow in its Sports Fashion fascias in particular has been the Christmas season. Lower than expected performance in this period may have an adverse impact on results for the full year, which may cause excess inventories that are difficult to liquidate.

The business monitors stock levels and manages the peaks in demand constantly with regular sales re-forecasting.

Economic Factors

As with other retailers and distributors into retail businesses, the demand for the Group’s products is influenced by a number of economic factors, notably interest rates, the availability of consumer credit, employment levels and ultimately, disposable incomes.

The Group seeks to manage this risk by offering a highly desirable and competitively priced product range, which is highly differentiated from that of the Group’s competitors.

Reliance on Non-UK Manufacturers

The majority of both third party branded product and the Group’s own branded product is sourced outside of the UK. The Group is therefore exposed to the risks associated with international trade and transport as well as different legal systems and operating standards. Whilst the Group can manage the risk in the supply chain on its own and licensed products, it has little control over the supply chain within the third party brands. As such, the Group is exposed to events which may not be under its control.

The Group works with its suppliers to ensure that the products being sourced satisfy increasingly stringent laws and regulations governing issues of health and safety, packaging and labelling and other social and environmental factors.Compliance is monitored by the Group’s Supply Chain and Change Director who has extensive experience in this area.

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Brian Small Chief Financial Officer 15 April 2015

Omichannel (Continued)

Consistency of Infrastructure

Risk and impact Mitigating Activities

IT

The Group relies on its IT systems and networks and those of the banks and the credit card companies to service its retail customers all year round. The principal legacy enterprise system has historically been ideally suited to the operations of the business but it has always been heavily reliant on a very limited number of key development staff who have now left the business. This risk has been mitigated by improving documentation of the system and recruiting external developers to support the system.

The Group is progressing with a programme to replace its legacy enterprise system. However, whilst a move to a third party system will reduce the risks in the current system there is significant execution risk during the migration work which could take longer than currently anticipated to complete. Further, the introduction of a third party system is bringing additional costs both in terms of the initial development and ongoing support.Any long term interruption in the availability of the core enterprise system would have a significant impact on the retail businesses. The Group manages this risk by the principal IT servers being housed in a third party location which has a mirror back up available should the primary servers or links fail.

Warehouse OperationsThe Group’s new warehouse in Rochdale became operational during 2012. Having the stock in one location with increased automation in the picking process has brought benefits in terms of capacity, product availability, quicker deliveries to our European stores and reduced transport costs. However, there is an increased risk to store replenishment and multichannel fulfillment from both equipment and system failure, together with the inherent risk of having all the stock in one location.

The Group has worked with its insurers on a Business Continuity Plan which came into effect when the warehouse became operational. This plan has since been reviewed and enhanced by the Group Supply Chain and Change Director. In addition, there is a full support contract with our automation equipment providers which includes a 24/7 presence from a qualified engineer thereby enabling immediate attention to any equipment issues.

PersonnelThe success of the Group is partly dependent upon the continued service of its key management personnel and upon its ability to attract, motivate and retain suitably qualified employees.

To help achieve this continued service, the Group has competitive reward packages for all of its staff. More specifically for the retail businesses, the Group also has a long 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 then ensures that knowledge of the Group’s differentiated product offering is not lost, thereby enhancing customer service.

Health and SafetyThe health and safety of our customers and employees is of the utmost importance. Policies are implemented in conjunction with training programmes to protect our employees and customers. Personal injuries, distress and fatalities could result from a failure to establish and maintain safe environments.

There is a comprehensive induction and training programme for store staff covering Health and Safety issues. The Group Health and Safety Committee meets on a monthly basis; is chaired by the Group Health and Safety Manager and includes as its attendees the Group Company Secretary and Group Property Director. The Group Health and Safety Manager appraises the Board of material issues and, incidents on a periodic basis. 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. The Group also works closely with its principal insurers who undertake regular risk reviews both in the store portfolio and in the main central warehouse.

Treasury and Financial Risk

The Group is exposed to fluctuations in foreign exchange rates principally Sterling/US Dollar consequent to the sourcing of own brand merchandise where suppliers are located principally in the Far East or Indian Sub-Continent. Strengthening of the US Dollar relative to Sterling makes product sourced in this currency more expensive thus reducing profitability.Product for the JD fascia throughout Europe is purchased by JD Sports Fashion Plc which is the main UK trading business. This business then sells to the international businesses in their local currencies. Given the current geographical location of the Group’s stores then this results in a Sterling/Euro exposure in the UK trading business for the euros which are remitted back for stock purchases.

The Group sets a buying rate 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, using a variety of instruments, whereby the minimum exchange rate on the purchase of dollars is guaranteed. The Group typically looks to protect approximately 90% of the US dollar requirement for the following year.The Group encourages its own brand suppliers to quote in euros where possible thus creating a natural hedge against the euros remitted from the international businesses. The surplus euros are also used to fund the international store developments thus alleviating the need for local third party financing.

Principal Risks (Continued)

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Outdoor

The operating loss (before exceptional items) in Outdoor has reduced by £3.1m to £4.9m (2014: £8.0m).

In the first half of the year, the performance of our Blacks and Millets businesses saw some encouraging improvement as we implemented a number of critical operational changes and introduced more seasonally relevant product. However, the second half of the year saw weaker than hoped for sell through of autumn and winter ranges during a particularly mild and dry season. Heavy discounting has inevitably followed across the whole sector to deal with the resulting imbalance between supply and demand, a process which has continued into the new financial year.

Tiso (incorporating George Fisher), in its first full year in the Group, has enabled us to enhance our relationship with several key brands and has given us significantly better geographical coverage in Scotland. The business, which continues to trade with independent management and systems, has suffered the same trading issues in the second half as Blacks and Millets although we remain confident about its longer term prospects.


Sports Fashion

Sports Fashion consists of the businesses previously reported both within the former Sports segment and within the former Fashion segment which ceased to be a substantial separate segment following the disposal of Bank Fashion Limited (‘Bank’) prior to the key Christmas trading period. In reality the Group’s core retail operations have always largely presented and sold the major international sports brands alongside fashion brands as fashion and lifestyle attire thereby creating a natural and strengthening blend between sports and fashion brand participation in the overall success of the Group.

Indeed, the natural strengthening flow across the Group has been well illustrated this year by the successful introduction of The North Face into JD last Autumn from our Outdoor brand roster.

In addition, given the ActivInstinct online business is not a fashion led business and its key trading categories are Outdoor and Sports Performance, we now include this within Outdoor rather than Sports Fashion.

Sports Fashion has had an excellent year with operating profits (before exceptional items) in the continuing businesses increased to £107.0 million (2014: £91.0 million) with positive momentum in all of the territories in which we operate driven by a buoyant market for branded athletic footwear across Western Europe and an excellent buying and merchandising performance.

JD’s approach to retail theatre and our commitment to working with our supplier partners on the presentation of their premium branded footwear and apparel is unique. We remain committed to the advancement of this proposition and during the year we refurbished our flagship Trafford Centre store in a new concept which moves forward our already excellent standards in visual merchandising and embraces the latest instore technology. This concept will continue to evolve and we are confident that our new store in Oxford Street, which we will open later in the year, will generate an equally positive reaction.

Business Review

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Revenue, Gross Margin and Overheads

Total revenue increased by 25% in the year to £1,522.3 million (2014: £1,216.4 million). Like for like sales for the 52 week period across all continuing Group fascias, including those in Europe, increased by 12% which was an exceptional performance.

Total gross margin in the year of 48.6% was broadly consistent with the prior year with a small increase in the margin in Sports Fashion to 49.5% (2014: 49.1%) offset by a reduction in the margin in Outdoor to 41.3% (2014: 44.8%), reflecting the inclusion of a full year of the lower margin Tiso and ActivInstinct businesses and the impact from heavier discounting in the final quarter of the year.

Operating Profits and Results

Operating profit (before exceptional items) increased substantially by £19.2 million to £102.2 million (2014: £83.0 million) with an exceptional performance in Sports Fashion and a reduction in the losses in Outdoor. A requirement to clear excess Autumn and Winter inventories means that whilst we anticipate that Outdoor will move towards profitability in the new financial year, it may be 2016/17 before this objective is achieved.

There were net exceptional items in the year of £9.5 million (2014: £5.2 million) which include a charge of £5.1m for the impairment of intangible assets previously recognised on the acquisitions of Blacks Outdoor Retail Limited, Kukri Sports Limited and Ark Fashion Limited. The exceptional items comprised:

2015 £m

2014 £m

Loss on disposal of fixed assets 0.9 0.9

Impairment of fixed assets in loss making stores 1.0 0.5

Onerous lease provisions 2.5 0.5

Total property related exceptional costs 4.4 1.9

Completion of new Kingsway warehouse move - 0.6

Business restructurings (1) - 2.7

Total reorganisation and restructuring costs - 3.3

Impairment of intangible assets (2) 5.1 -

Total other exceptional charges 5.1 -

Total exceptional charge 9.5 5.2

(1) Charge of £2.7 million in the prior year from the restructuring

of the head office and warehouse operations of the Blacks, Champion and Kooga businesses.

(2) Charge arising from the impairment of the goodwill arising in prior years on the acquisition of Blacks Outdoor Retail Limited, the goodwill arising on the acquisition of Kukri Sports Limited, the Kukri brand name and the Ark fascia name.

Group profit before tax in the year ultimately increased by £13.7 million to £90.5 million (2014: £76.8 million).

Working Capital and Cash

Our core retail fascias continue to provide a source of strong cash generation which provides the Group with the financial framework for ongoing acquisition activity and continuing substantial investments in both retail property and operational infrastructure. Ultimately, net cash balances improved by £38.9m in the year to £84.2m (2014: £45.3 million) although this was assisted by £16.5m of lease incentives received in the last two months connected with the acquisition of five former Kiddicare stores.

Gross capital expenditure (excluding disposal costs) increased by £22.0 million to £70.2 million (2014: £48.2 million). Our commitment both to delivering the best possible experience to our customers and to overseas expansion means that investment in our retail fascias, both in terms of taking new stores where appropriate and refurbishing existing space, remains substantial.

A total of £37.2 million was invested in our retail fascias during the year (2014: £27.9 million). Elsewhere, investment in Project Emperor, the replacement of our core systems with Oracle and new JD proprietary software, was £5.9 million in the year (2014: £5.1 million). We have also invested £11.5 million (2014: £2.2 million) on the first phase of a project to increase the operational capacity and flexibility of our Kingsway warehouse.

Our increased confidence in international success means that investment in JD’s international fascias will be a key focus for the Group in the new year. International development opportunities combined with ongoing investment in Project Emperor and further works at Kingsway means that there is likely to be a further substantial increase in the overall capital expenditure in the new financial year.

Disposal of Bank Fashion Limited

Prior to its disposal to Hilco on 25 November 2014, Bank was having another difficult year with operating losses at similar levels to the prior year leading the Board to conclude, shortly before that date, that there was no realistic prospect of a material improvement in performance in the short term. Consequently we reluctantly determined that the sale of Bank was in the best interests of the Group and its shareholders with future investment being prioritised for our successful core fascias. However, we remain absolutely committed to supporting the broadest possible range of fashion brands within the Group and all our other fascias will continue to be supported with necessary investment and working capital this year.

Following the disposal of Bank, repayments of £18.15m against JD’s intercompany loan have been made which represents a substantial recovery of the intergroup indebtedness at disposal. The pre-tax exceptional loss arising on the disposal of Bank was £6.3 million. The results of Bank for the period of the Group’s ownership together with the exceptional loss arising on the disposal of the business have been presented as a discontinued activity.


Financial Review – Continuing Businesses

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Strategic Report

Financial Review – Continuing Businesses (Continued)

Foreign Exchange Exposures

The Group’s principal foreign exchange exposure continues to be on the sourcing of own brand merchandise from either the Far East or Indian Sub-Continent which usually has to be paid for in US Dollars. A buying rate is set at the start of the buying season (typically six to nine months before product is delivered to stores). At this point, the Group aims to protect the anticipated US Dollar requirement at rates at, or above, the buying rate through appropriate foreign exchange instruments.

Following the disposal of Bank Fashion Limited, the Group’s forecast requirement for US Dollars in the period to January 2016 is now $120 million. Cover is in place for 2015 for $107 million meaning that the Group is currently exposed on exchange rate movements for $13 million of the current year’s estimated requirement.

The Group is also exposed to the movement in the rate of the Euro from the sale of its UK sourced stocks to its subsidiaries in Europe. However, the Group has a natural hedge on this exposure as the Euros received for that stock are then reinvested back in those European subsidiaries to fund the development of both new stores and refurbishments.


Taxation

The effective rate of tax on profit from continuing operations has decreased from 24.6% to 22.9% primarily due to the decrease in the main rate of UK corporation tax. Excluding both exceptional items and prior year adjustments from the tax charge, the effective core rate from continuing activities has decreased from 26.2% to 22.4%. This core effective tax rate continues to be above the standard rate due to the depreciation of non-current assets which do not qualify for tax relief and overseas subsidiaries being subject to higher rates of corporation tax than the UK.

Earnings per Share

The basic earnings per share from continuing operations has increased by 20.9% from 29.08p to 35.17p. However, the Directors consider the adjusted earnings per share to be a more appropriate measure of the Group’s underlying earnings performance since it excludes the post-tax effect of exceptional items (other than the loss on disposal of non-current assets). The strong trading performance in the year is reflected in the fact that the adjusted earnings per share from continuing operations has increased by 26.2% from 30.82p to 38.89p.

Dividends

A final cash dividend of 5.90p per share is proposed, which if approved, would represent an increase of 4.2% on the final dividend from the prior year. Added to the interim dividend of 1.15p per share, this takes the full year dividend to 7.05p, which is an increase of 4.1% on the prior year. The dividend has risen by 57% since 2010.

Treasury Facilities

Interest rate hedging has not been put in place on the current facility. The Directors continue to be mindful of the potential for rises in UK base rates as the general economic situation improves but, at present, given the highly seasonal nature of the Group’s core cashflows, they do not believe that a long term interest hedge is appropriate. This position continues to be reviewed regularly.

Working capital remains well controlled with suppliers continuing to be paid to agreed terms and settlement discounts taken whenever due.

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Sports Fashion

JD

We have a consistent retail property strategy for the core JD fascia across Europe with modern, efficient and attractively presented stores located in prime locations with strong footfall. JD is a world class retail fascia and we strongly believe that our multichannel approach, which marries a vibrant retail theatre with the latest retail digital technology, increases the attractiveness and desirability of our product and provides our stores with a real point of difference for both our consumers and our branded suppliers.

The JD fascia provides the foundation for profit and cash generation in the Group and consequently we continue to invest heavily in this fascia across an increasing number of territories. We are gaining real credibility in Europe with both major landlords and property agents and we continue to look at opportunities, in both our existing and new territories, to develop the fascia with particular focus on major metropolitan areas:

• UK & Republic of Ireland – 18 new stores were opened in the period with 15, generally smaller, stores closed. The 18 new stores included one new store in the Republic of Ireland and eight relocations in towns or malls in the UK to a more appropriately spaced store or a position of greater footfall. We upsized in five locations where we were able to negotiate a favourable rent deal on additional space. This is proving to be a cost efficient way of expanding our product offer, widen our appeal to a broader consumer and ultimately improve the financial performance of the store. During the year, we also refurbished our flagship store in the Trafford Centre, Manchester, in a new concept which moves forward our already excellent standards in visual merchandising and embraces the latest instore digital technology. This concept, which has excited consumers and our supplier partners, will continue to evolve and we are confident that our new stores in Oxford Street and other key locations, which we will open through 2015, will generate a similar very positive reaction.

• France – JD continues to develop momentum in France. A further five stores opened in the year with 22 stores now trading in the country. The focus on the major metropolitan areas is reflected in the fact that the openings included two stores in malls around Paris, where we now have 11 stores, and one was in a mall in Marseille, where we now have three stores.

• Spain – To date, the economic situation in the country has meant we have been more cautious in our pace on opening new stores. However, we did open a further two stores in the year with ten stores now trading in the country. These openings were both in malls around Madrid, where we now have six stores. As with France, we have focused initially on developing a critical mass in the capital city. We are more optimistic of the economic situation in Spain now and so, subject to the availability of appropriately rented property space in the right locations then we would look to cautiously accelerate our openings in the new financial year.

• Netherlands – Given that we acquired an immediate critical mass from our initial acquisition of stores in the country then this has largely been a year of consolidation as we review and refine our proposition in the country. However, the performance of our store in the centre of Rotterdam, which we opened in December 2013 and was the first store we identified and opened independently, has given us the confidence to look for space in other major towns in the country. During the year we opened a store in Den Haag and so we now have 16 stores in the country.

• Germany – During the year, we converted the 10 small stores that we had acquired from the Isico partnership in the prior year to the JD format. During the year we opened seven new stores, of which two were committed prior to our acquisition of the Isico business. Given the strength of Isico in the Berlin area then we have focused our attention on other cities and larger towns in the country including Dusseldorf and Dortmund.

Size?

As with JD, we believe that the Size? fascia with its independent feel and loyal consumer following has the potential to be successful internationally. Our international focus for this fascia is reflected in the fact that of the seven new Size? stores which were opened during the year, four were in Europe with two further stores in France, in Toulouse and Bordeaux, to complement the existing store in Paris together with our first Size? store in Italy (Milan) and the Netherlands (Amsterdam). Of the three store openings in the UK, one was a concession in the Harrods department store in London. Elsewhere, the stores in Cardiff and Nottingham were relocated.

Chausport

It is still our belief that the Chausport fascia is more suited to the smaller regional towns and centres. We opened one Chausport store and closed three small stores in the year. We continue to be satisfied with the performance of the Chausport business and will support limited investment in this business where conflict with JD’s plans is unlikely.

Sprinter

We continue to believe that the Sprinter proposition has significant potential to expand beyond its traditional heartlands in the communities of Andalucia, Murcia and Valencia and are supporting the Sprinter management team in their store opening programme. During the year we opened a further 15 stores of which four were outside of the traditional heartlands, including the first store in Catalonia. The average retail footprint of the stores opened in the year was 6,700 sqft which is less than 50% of the average footprint of the stores on acquisition in 2010. We are confident that this footprint is more appropriate for the business.

Scotts

Whilst investment in the business has been limited in recent years, we are very encouraged by more recent performance. Accordingly, we anticipate opening a limited number of new stores in the new financial year.


Property and Stores Review

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Strategic Report

Property and Stores Review (Continued)

• Ultimate Outdoors – The acquisition of the Ultimate Outdoors stores has enabled us to develop a new concept with the same name where we have combined our Outdoor offerings in a significantly larger space. As the name suggests, we believe that this fascia and website can cater for the needs of any Outdoor consumer. Our first store in this new format, with 16,300 sqft of retail space, opened in Preston in July 2014. Five further stores of this type are expected to open in 2015 utilising the former Kiddicare stores.

Tiso

Tiso has 17 stores of which 16 are located across Scotland (including six standalone Alpine Bikes stores) and one in Keswick (George Fisher). These stores vary in size ranging from the specialist Alpine cycling stores at less than 1,000 sqft to Tiso fascia’ed stores in secondary out of town destinations with the largest one in Glasgow at 15,500 sqft.

For a complete table of store numbers see page 16.


Tessuti

After opening three new stores in the prior year and converting the remaining Cecil Gee stores to the Tessuti style then this has been a year of consolidation with the only property movement being the closure of one small Originals store. In addition to the usual decision making factors for new property of rent, retail footprint and strength of footfall, openings in the premium branded Tessuti business are also dependent on availability of third party brands in a particular location.

Outdoor

Blacks, Millets and Ultimate Outdoors

Subsequent to our acquisition of the business in January 2012, we agreed short term leases with flexible break clauses with landlords in a number of locations which gave both parties the maximum flexibility to move quickly if appropriate. Consequently, the Blacks and Millets store portfolios continue to evolve:

• Blacks – No new stores were opened in the period although we did acquire two stores formerly trading as Ultimate Outdoors (in Lancaster and Skipton) which were subsequently converted to the Blacks fascia. As part of the same transaction, we also acquired a store in Keswick which trades as ‘Planet Fear’ and caters for the more adventurous outdoor participant. Three Blacks stores were closed in the period with a further three stores converted to Millets.

• Millets – The Millets store portfolio has seen considerable change during the year with 15 new stores opened, 14 stores acquired which were formerly trading as Oswald Bailey in the South of England and the conversion of three former Blacks stores. 20 stores were closed in the year which included four of the acquired Oswald Bailey stores and two stores which were relocated into new space.

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The Group recognises that it has a responsibility to ensure its business is carried out in a way that ensures high standards of environmental and human behaviour. With the help and co-operation of all employees, the Group endeavours to comply with all relevant laws in order to meet that duty and responsibility wherever it operates. The major contributions of the Group in this respect are detailed below.

Our Employees

The Group is a large equal opportunities employer and a large training organisation with the Group’s retail businesses providing direct employment and career development to thousands of people, both in the UK and internationally. The Group employs large numbers of school leavers and university graduates and participates regularly in work experience schemes with schools and colleges.

Retail personnel across all levels within the Group’s core UK, Republic of Ireland and JD France, Spain, The Netherlands and Germany fascias are encouraged to take ownership of their own careers and to actively seek development and progression.

Training

The Group recognises that Training and Development for all levels of personnel is vital in maximising performance levels and also provides a useful mechanism for increasing morale and retention. This ensures that knowledge of our differentiated product offering remains in our stores, thereby enhancing customer service.

Training for the UK, Republic of Ireland and International stores is provided by the Group’s long-established training function. The Training team now includes a fascia-specific Training Manager for Size? along with training support for Head Office (including extended support for the Multichannel and IT departments) and the Kingsway Distribution Centre.

The training function produces, designs and delivers various programmes for all fascias and territories in order to ensure operational consistency throughout the Group.

Training received by all retail personnel is quality-controlled and measured via the use of electronic assessments. There are 36 types of electronic assessments across all retail fascias, covering all progression levels within the business.

Training and development is provided across a number of areas:

No. of

courses in a year

Length of course

AverageNumber of

attendees on each course

New Retail Management Induction 23 5 days 16

Retail Training Academy 3 12 weeks 20

Junior Retail Management Development

60

4 hours

10

Miscellaneous Management Development (including Retail & Head Office)

40

0.5 day

10

Head Office Induction 24 0.5 day 10 Chausport and Sprinter operate their own training programmes which are more suited to those particular fascias.

Equality and Diversity

The Group is committed to promoting policies which are designed to ensure that employees and those who seek to work for the Group are treated equally regardless of sex, marital status, creed, colour, race, religion or ethnic origin.

The Group gives full and fair consideration to applications for employment by people who are disabled, to continue whenever possible the development of staff who become disabled and to provide equal opportunities for the career development of disabled employees. It is also Group policy to provide opportunities for the large number of people seeking flexible or part time hours.

A breakdown by gender of the number of employees who were Directors of the Company, Senior Managers and other employees as at 31 January 2015, is set out below.

Male

Female

Total

% Male

% Female

PLC Board 4 - 4 100% -

Senior Managers* 91 36 127 72% 28%

All Employees 8,274 7,551 15,825 52% 48%

* Senior Managers is defined as -

1) persons responsible for planning, directing or controlling the activities of the Company, or a strategically significant part of the Company, other than Company Directors and;

2) any other Directors of subsidiary undertakings

Communication

The number and geographic dispersion of the Group’s operating locations make it difficult, but essential, to communicate effectively with employees.

Communication with retail staff is primarily achieved through the management in the regional and area operational structures. In addition, formal communications informing all employees of the financial performance of the Group are issued on a regular basis by the Group’s Human Resources Department in the form of ‘Team Briefs’. This department also produces a booklet four times a year for distribution within the Group’s Head Office and Warehouse called People 1st.

Health and Safety

We are committed to ensuring a safe environment for all of our employees and customers and actively encourage a positive health and safety culture throughout the organisation. The Group recognises its responsibility for health and safety and there is accountability throughout the various management levels within the business. Our commitment to Health and Safety is best evidenced as follows:

• The Health and Safety team has been further strengthened in the year to provide direct support for our main distribution centre in Rochdale.

• We have continued to develop a comprehensive induction and training programme which is regarded as an essential part of our commitment to health and safety. Our monthly newsletter ensures that the safety message is communicated effectively throughout the Group.


Corporate and Social Responsibility

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Corporate and Social Responsibility (Continued)

• Our Health and Safety Committee meets four times a year allowing every employee the opportunity to raise any safety concerns through their nominated representative.

• The Health and Safety team has input into all our new and refitted stores from the initial design through to opening. The team conducts its own audit programme to ensure the highest safety standards during the construction phase of all our shop-fit projects.

• The Health and Safety team regularly review the management processes we have in place, with the aim of maintaining our high standards, whilst adapting to business and legislative changes.

• A report is produced on a monthly basis to ensure that the Board is kept regularly informed on the Group’s health and safety performance.

• Targets are set to enable measurement of performance. During the year we have seen positive improvements in these areas demonstrating the further development of a positive safety culture within the organisation including:

- Reportable employee accident numbers remained constant following a reduction of 15% in the prior year.

- Local authority inspection numbers decreased by 33%.

- Fire officer inspections numbers decreased by 9%.

- Enforcement action remained constant.

- Area Manager health and safety performance remained constant.

Environment

The Group recognises that it has a responsibility to manage the impact that its businesses have on the environment and are committed to carrying out its activities with due consideration for the potential environmental impact both now and in the future. We continue to comply with the UK Government’s carbon reduction commitment and have the following as the key areas of focus:

• Ensuring efficient use of energy and other materials.

• Maximising the amount of waste which is recycled.

• Ensuring compliance with relevant legislation and codes of best practice.

Energy

Basic PrincipalsThe Group’s core business is Retail and it is the Group’s aim to give customers an enjoyable retail experience with goods presented attractively in an environment that is both well-lit and has a pleasant ambient temperature. However, the Group accepts that all the businesses within it must be responsible in their energy usage and associated carbon emissions. This policy applies in all territories.

Carbon Management Programme

The Group maintains a Carbon Management Programme (‘CMP’) which is sponsored by the Chief Financial Officer and is reviewed regularly. The objectives of this programme are:

Objective Action & Progress1. Understand the drivers and timing of usage by continued investment in energy

‘smart’ meters.This has now been achieved in over 531 of the Group’s sites with ongoing rollout planned in remaining sites. Combined with the stores where accurate and timely usage data is already received from mandatory half hourly meters, this means that in excess of 96% of the UK and Republic of Ireland electricity consumption and 72% of gas consumption is automatically measured every 30 minutes.

2. Reduce energy usage in non-trading periods. In the period to 31 January 2015, the Group has invested in Building Management Systems in 150 of its highest energy consuming stores in the UK. The project covers all fascias and is delivering average energy savings of 20% and a payback in less than 12 months. This technology is now fitted in all new stores as standard with further retrofits scheduled for 2015.

3. Reduce energy usage through investment in lighting technology. Working with our preferred lighting suppliers, we have improved the design of the 23 Watt LED lamps, which are used as standard in all new shopfits, delivering an 11% improvement in power efficiency compared to the previous design. Our standard retail LED lamps now use approximately 60% less electricity compared to the 70 Watt conventional lamps which were used as standard in 2010.

4. Reduce energy usage through staff awareness and training. Retail staff have a key role to play in the execution of the CMP. All new managers receive training in energy management as part of their wider training programme.

5. Purchase energy competitively from sustainable sources wherever possible. The Group has placed new supply contracts in the UK (except Northern Ireland) and renewed with Airtricity (whole island of Ireland) in 2014. Both contracts are to supply the Group’s core businesses with 100% of its electricity requirement from either renewable or other sustainable sources. Newly acquired businesses are migrated to these contracts when possible.

6. Ensure all business activities are aware of their impact on energy consumption. A multi-disciplined approach to the CMP is adopted with considerable focus also given to reducing usage in the Group’s warehouses and offices.

7. Ensure that the CMP applies to all businesses in all territories. The CMP applies to all business in the Group. We work closely with the local management after acquisition to identify gaps and implement group strategies.

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KPIs

The Group is committed to using and subsequently reporting on appropriate KPIs with regards to energy usage. Accordingly, the Group can report the following which have been calculated based on the GHG Protocol Corporate Standard using emissions factors from UK government conversion factor guidance for the year reported. The emissions reported correspond with our financial year and reflect emissions from the leased and controlled assets for which the Group is responsible. Emissions are predominately from electricity use and delivery vehicle fuel consumption for our UK operations. Emissions from the Group’s overseas operations are low relative to UK activities.

Global GHG emissions from:

2014/15Tonnes CO2 Equivalent

2013/14Tonnes CO2 Equivalent

Combustion of fuels & operation of facilities (i) 6,150 6,724

Purchased electricity, heat, stream & cooling 34,564 33,216

Intensity measurement (ii)

Emissions reported above normalised to per £m revenue

29

33

(i) Excludes facility F-Gas emissions

(ii) Like for like revenues for businesses that have contributed full years both years

The following businesses are excluded from the data above as their contribution is not considered material at this time:

• JD Sports Fashion GmbH

• Kooga Rugby Limited

• Mainline Menswear Limited • Source Lab Limited

• Tiso Group Limited

• JD Sports Fashion SRL

Whilst it is not mandatory, the Group remains committed to presenting data with regards to energy usage and carbon footprint on a ‘like for like’ basis in respect of those locations in the Group’s core operations in the UK and Republic of Ireland that have been present for the full year in both years:

2015

2014

% Change

Energy Usage – Electricity (MWh) 56,080 58,254

Energy Usage – Natural Gas (MWh) 2,474 2,809

Total Energy Use (MWh) 58,554 61,063

Carbon Footprint (Tonnes CO2) 28,232 29,370 -4%

Objectives For The Period To January 2016

The Group is committed to investing in the necessary resources to help achieve its targets on reducing carbon emissions, with the following works planned for the year to 30 January 2016:

• Continue to expand the reach of the CMP by working with the newly acquired businesses

• Retrofit further stores with the 23 Watt LEDs for retail lighting thereby further reducing energy consumption and heat gain in the retail environment

• Further investment in the use of building management systems to allow remote monitoring and control of building services

• Review energy usage and practices at the main warehouse in Kingsway, Rochdale

• Conduct investment grade energy surveys across the property portfolio which go beyond our ESOS obligations

Interaction with Pentland Group Plc

Under the current rules of the statutory Carbon Reduction Commitment Energy Efficiency scheme (‘CRC’), the Group’s submission to the UK Environment Agency is aggregated with that of Pentland Group Plc who is the Group’s ultimate holding company (see note 35). The Group continues to work closely with Pentland Group Plc on ensuring an efficient process with regards to the emissions trading scheme which was introduced in April 2010, as part of the CRC.

Recycling

Wherever possible, cardboard (the major packaging constituent) is taken back to the Group’s distribution centres. The cardboard is then baled and passed to recycling businesses for reprocessing. During the year, the amount of cardboard recycled increased further to 1,322 tonnes (2014: 993 tonnes).

The Group has expanded its use of the Dry Mixed Recycling (‘DMR’) scheme to all pre-existing stores and businesses in the UK, Ireland and The Netherlands to divert as much waste as possible away from landfill. The scheme will be rolled out to other newly acquired businesses as soon as this is possible. In the period to 31 January 2015 we recycled 92% (2014: 89%) of our DMR waste with the remainder being used as an energy-from-waste (EfW) material.

Our Kingsway Distribution Facility continues to be a zero waste to landfill site.

In addition to the DMR scheme, there are four other main elements to our recycling strategy:

• Confidential paper waste is shredded on collection by a recycling business. This business provides a ‘Certificate of Environmental Accomplishment’ which states that the shredded paper, which was collected in the year, was the equivalent of 2,862 trees (2014: 2,884 trees)

• Photocopier and printer toners (laser and ink) are collected and recycled for charity by Environmental Business Products Limited

• Food waste is separated where possible and reused in the production of compost



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59

Strategic Report


to the ETI Base Code standard. Asia Inspections is a global quality and compliance solutions provider which performs factory audits. In the year to 31 January 2015, 60% of the current supplier base was audited with the results reported to the Group Sourcing and Supply Chain Manager. Our Supply base has been reduced in this period by 40% as the Group amalgamates its sourcing strategy.

Due to the diverse nature and scope of the supply chain, it is not always possible to visit all of the factories directly. Where instances of non-compliance are identified from the risk assessment forms/and or audits and the supplier cannot be visited, they are required to provide evidence of corrective action and subsequently re-graded against the initial report. These actions will be verified directly by the Group’s Compliance team as soon as practically possible on a future visit.

All suppliers are contractually obliged to comply with the Group’s Conditions of Supply which includes a specific policy on ‘Employment Standards for Suppliers’.

Our Communities

The Group seeks to be involved in the community where it can make an appropriate contribution from its resources and skills base.

In 2011 we undertook a three year commitment to The Christie Hospital to help raise £500,000 for the teenage cancer unit. The fundraising events have included Team JD running the BUPA Great Manchester Run and our successful charity balls. In 2014 we exceeded our nominated charity target and raised a total of £518,000. The funds raised through the partnership has helped The Christie to build and develop the UK’s premier young oncology unit, helping to fund vital research into new treatments, provide equipment, counseling, activities for the young patients and support for their families.

Other examples of community engagement include:

• We sponsor a Special Needs school in Coimbatore, India which accommodates 30 children who have Cerebral Palsy, Down’s syndrome, deafness and autism. We have paid for one year’s education for each child.

• In addition we sent each child at the school a Christmas present box which was delivered to them on Christmas Eve. Donations from within the Head Office also funded four cartons of toys to be sent to an orphanage in the same area.

• We made a donation to The Marina Dalglish Appeal of £4,000 to improve cancer treatment facilities in Liverpool.

• We made donations of £8,000 to Cancer Research UK and £500 to Children with Cancer.


Plastic Bags

Approximately 35% of the bags issued by the Group’s like for like businesses are high quality drawstring duffle bags, which are generally reused by customers many times. However, the Group is aware of the environmental impact of plastic bags and has sought to minimise any impact through the following measures:

• The bags are made from 33% recycled material

• The bags contain an oxo-biodegradable additive, which means that they degrade totally over a relatively short life span

The use of this material has also been adopted in an additional 60% of the Group’s plastic bags handed out to customers. The Group uses paper-based bags rather than plastic bags in its stores in the Republic of Ireland and we are also fully compliant with the carrier bag charge scheme introduced by the devolved administrations in Wales, Scotland and Northern Ireland.

Human Rights

The Group endorses the principles set out in the United Nations Universal Declaration of Human Rights and the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work which seek to ensure safe and fair working conditions on a global scale. Our suppliers are selected upon and contractually committed to the Group on the basis of their adherence to these principles.

Ethical Sourcing

The Group seeks to provide its customers with high quality and value merchandise from suppliers who can demonstrate compliance with internationally accepted core labour and ethical standards throughout their supply chain. These standards are based upon the provisions of the Ethical Trading Initiative (‘ETI’) Base Code and specifically cover areas such as wages, working hours, health and safety and the right to freedom of association.

The Group requires all of its suppliers, both existing and new, to formally commit to implementing the provisions of the ETI Base Code throughout their supply chains. Prior to any orders being placed, all new suppliers are required to complete the Group’s risk assessment form to indicate their degree of compliance to the ETI Base Code. All existing suppliers are also required to conduct this assessment on an annual basis. These forms are reviewed by the Group’s Compliance team and any areas of concern with regard to potential non-compliance are investigated when visiting the factories concerned. These reports are shared by the Group in a central base and those travelling are encouraged to take all documentation from the base with them when visiting the factories so that follow up can be done on a continual basis.

The Group has engaged Asia Inspections to complete an audit and compliance programme of the Group’s current suppliers

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60

Peter Cowgill

Executive Chairman and Chairman of the Nomination Committee - Aged 62

Peter was appointed Executive Chairman in March 2004. He was previously Finance Director of the Group until his resignation in June 2001. He is a Non-Executive Chairman of United Carpets Plc and also held the position of Non- Executive Chairman of MBL Group Plc until June 2014.

Brian Small

Chief Financial Officer - Aged 58

Brian was appointed Chief Financial Officer in January 2004. Immediately prior to his appointment he was Operations Finance Director at Intercare Group Plc and has also been Finance Director of a number of other companies. He qualified as an accountant with Price Waterhouse in 1981.

Andrew Leslie

Non-Executive Director, Chairman of the Remuneration Committee and Member of the Audit and Nomination Committees - Aged 68

Andrew was appointed to the Board in May 2010. He has over 40 years of experience in the retail, footwear and apparel sectors. He was an Executive Board Director of Pentland Brands Plc, from which he retired in 2008. During his career, Andrew also held a number of senior positions with British Shoe Corporation, The Burton Group Plc and Timpson Shoes Limited.

Martin Davies

Non-Executive Director, Chairman of the Audit Committee and Member of the Remuneration and Nomination Committees - Aged 55

Martin was appointed to the Board in October 2012. Martin also holds the position of Chairman of Sentric Music Limited. He was previously Group Chief Executive of Holidaybreak Plc from 2010 until its sale to Cox and Kings Limited in 2011. He joined the Board of Holidaybreak Plc in 2007 when it acquired PGL where he had been Chief Executive. He left Holidaybreak Plc in 2012. Previously, he has had roles at Allied Breweries, Kingfisher and Woolworths.


The Board

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61

Governance

Restrictions on Transfer of Shares

The restrictions on the transfer of shares in the Company are as follows:

• The Board may, in absolute discretion, refuse to register any transfer of shares which are not fully paid up (but not so as to prevent dealings in listed shares from taking place), or which is in favour of more than four persons jointly or which is in relation to more than one class of share.

• Certain restrictions may, from time to time, be imposed by laws and regulations (for example, insider trading laws).

• Restrictions apply pursuant to the Listing Rules of the Financial Services Authority whereby Directors and certain of the Group’s employees require prior approval to deal in the Company’s shares.

The Company is not aware of any arrangement between its shareholders that may result in restrictions on the transfer of shares and/or voting rights.

Authority to Purchase Own Shares

A resolution was passed at the 2014 Annual General Meeting giving Directors authority to buy back ordinary shares up to a maximum of 10% of the total issued ordinary share capital of the Company. As at the date of this report no shares have been purchased under this authority.

Substantial Interests in Share Capital

As at 31 January 2015 the Company has been advised of the following significant holdings of voting rights in its ordinary share capital pursuant to the Disclosure and Transparency Rules of the Financial Conduct Authority (‘DTRs’):

Number of ordinary shares/

voting rights held% of Ordinary share

capital

Pentland Group Plc 111,854,888 57.47

Sports World International Ltd 22,301,020 11.46

Aberforth Partners 18,367,614 9.44

Fidelity Management and Research LLC 10,077,300 5.18

The Company has not been notified of any significant changes in interests pursuant to the DTRs between 31 January 2015 and the date of this report.

Relationship Agreement

In accordance with LR 9.2.2AR (2) (a), the Company has entered into a written and legally binding relationship agreement with its controlling shareholder Pentland Group Plc. So far as the Company is aware, the independence provisions included within the relationship agreement have been complied with during the period since the agreement has been in force.

The Directors present their Annual Report and the audited financial statements of JD Sports Fashion Plc (the ‘Company’) and its subsidiaries (together referred to as the ‘Group’) for the 52 week period ended 31 January 2015. The Board considers that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

Principal Activity

The principal activity of the Group is the retail of branded sports fashionwear and outdoor clothing and equipment.

In accordance with the Companies Act 2006, a review of the business providing a comprehensive analysis of the main trends and factors likely to affect the development, performance and position of the business, including environmental, employee, social, community and human rights issues, together with the Group’s Key Performance Indicators and a description of the principal risks and uncertainties facing the business is detailed in the Strategy Report on pages 47 to 59.

All the information set out in those sections is incorporated by reference into, and is deemed to form part of, this report.

The Corporate Governance Report (pages 63 to 66) and the Directors’ Remuneration Report (pages 67 to 75) are incorporated by reference into, and are deemed to form part of, this report.

Share Capital

As at 1 February 2014, the Company’s issued share capital was £2,433,083, comprising 48,661,658 ordinary shares of 5p each. However, following a reorganisation of the Company’s share capital as approved by the shareholders at the 2014 Annual General Meeting (AGM) held on 26 June 2014, each 5p ordinary share was subdivided into 4 ordinary shares of 1.25p each. The issued share capital following the 2014 AGM was £2,433,083, comprising 194,646,632 ordinary shares of 1.25p each. The new 1.25p ordinary shares were admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange on 30 June 2014.

As at 31 January 2015 the Company’s issued share capital is £2,433,083, comprising 194,646,632 ordinary shares of 1.25p each.

Shareholder and Voting Rights

All members who hold ordinary shares are entitled to attend and vote at the Company’s Annual General Meeting. On a show of hands at a general meeting, every member present in person or by proxy shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for every ordinary share they hold. Subject to relevant statutory provisions and the Company’s Articles of Association, holders of ordinary shares are entitled to a dividend where declared or paid out of profits available for such purposes.

Directors’ Report

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62

Directors

The names and roles of the current Directors together with brief biographical details are given on page 60. The Directors are responsible for the management of the business of the Company and, subject to law and the Company’s Articles of Association (‘Articles’), the Directors may exercise all of the powers of the Company and may delegate their power and discretion to committees.

The number of Directors at any one point in time shall not be less than two.

The Articles give the Directors power to appoint and replace Directors. Any Director so appointed shall hold office only until the dissolution of the first AGM of the Company following appointment unless they are re-elected during such meeting.

The Articles require that, at each AGM of the Company, any Director who was elected or last re-elected at or before the AGM held in the third calendar year before the then current calendar year must retire by rotation and such further Directors must retire by rotation so that in total not less than one third of the Directors retire by rotation each year. A retiring Director is eligible for re-election.

However in accordance with the UK Corporate Governance Code the Board has determined that all Directors will stand for re-election at the 2015 AGM.

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.

Change of Control – Significant Agreements

In the event of a change of control of the Company, the Company and the lenders of the £155 million bank syndicated facility shall enter into an agreement to determine how to continue the facility. If no agreement is reached within 20 business days of the date of change in control, the lenders may, by giving not less than 10 business days’ notice to the Company, cancel the facility and declare all outstanding loans, together with accrued interest and all other amounts accrued immediately due and payable.

Contractual Arrangements Essential to the Business of the Group

The Board considers that continuing supply from Nike and adidas, being the main suppliers of third party branded sporting products, to the Group’s core sports fashion retail operation is essential to the business of the Group.

Employees

The Group communicates with its employees through team briefs and via the Company’s intranet and notice boards. Views of employees are sought on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters affecting the Group’s performance and of significant organisational changes.

The Group’s employee remuneration strategy is set out in the Remuneration Report on pages 67 to 75.

The Group is committed to promote equal opportunities in employment regardless of employees’ or potential employees’ sex, marital status, creed, colour, race, religion, ethnic origin

or disability. Recruitment, promotion and the availability of training are based on the suitability of any applicant for the job and full and fair consideration is always given to disabled persons in such circumstances. Should an employee become disabled during his or her employment by the Group, every effort is made to continue employment and training within their existing capacity wherever practicable, or failing that, in some alternative suitable capacity.

Auditor

KPMG LLP have indicated their willingness to continue in office as auditor of the Company. A resolution proposing their re-appointment will be proposed to shareholders at the forthcoming AGM.

Disclosure of Information to the Auditor

Each person who is a Director at the date of approval of this report confirms that:

• So far as he is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

• Each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Going Concern

After making enquiries, the Directors have a reasonable expectation that the Company, and the Group as a whole, has adequate resources to continue in operational existence for the foreseeable future. For this reason, the financial statements have been prepared on a going concern basis.

Annual General Meeting (AGM)

The Company’s AGM will be held at 1pm on 17 June 2015 at Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR. The notice of this year’s AGM is included in a separate circular to shareholders and will be sent out at least 20 working days before the meeting. This notice will be available to view under the ‘Investors’ section of the Company’s website, www.jdplc.com/investor-relations.

The Directors consider that each of the proposed resolutions to be presented at the AGM is in the best interests of the Company and its shareholders and employees as a whole and most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of each of the proposed resolutions, as the Directors intend to do in respect of their own shareholdings.

By order of the Board



Directors’ Report (Continued)

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Data Provided by


JD Sports Guardian Article

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The Guardian online 14 January 2016

Booming sales of trainers have delivered a bumper Christmas

for JD Sports Fashion, which said it would beat City forecasts

for annual profits.

JD’s performance is in stark contrast with bigger rival Sports

Direct, founded by billionaire Mike Ashley, which warned on

profits last week, blaming the mild winter and tough trade on

the high street for worse-than-expected sales.

News of JD’s hefty profit upgrade prompted analysts to raise

their target price on the stock. The shares leapt as much as 8% to

an all-time high of £11.40.

Like-for-like sales at its UK and European stores rose 10.6%

over the Christmas period. The retailer is confident of beating

market expectations for annual profit before tax and one-off

items of £136m by up to 10%.

The Investec analyst Kate Calvert talked of a “champion’s

performance”. “JD appears to be in a sweet spot as several years

of store and infrastructure investment is starting to bear fruit.

We believe there is more to come, seeing an exciting European

roll-out opportunity and attractive UK growth prospects,” she

said.

Most of JD’s 850 shops are in the UK, but it has been opening

more stores in the Netherlands, Spain, France and Germany.

There has been strong demand at JD for trainers made by Nike

and other leading brands, as well as for women’s sportswear,

which pushed first-half profits up 80% to a record £46.6m.

The retailer has nurtured close links with Adidas and Nike,

allowing access to the latest ranges that have made it popular

with younger customers. JD also stocks brands such as Giorgio

Armani’s EA7 range, which rivals do not.

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http://www.theguardian.com/business/jd-sports



http://www.theguardian.com/business/2015/sep/16/jd-sports-celebrates-record-profits-rise

Rebecca Marks, of retail consultants Conlumino, injected a note

of caution: “Even JD’s resilience to competition may not be able

to deflect the ongoing impact of currency issues as it looks to

increase its European store numbers, and continues to faces

challenges with its outdoor arm.”

JD is trying to turn around its loss-making outdoorswear

business, which trades under the Millets, Blacks and Ultimate

Outdoors brands.

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Data Provided by


Sample Share Prices

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Sample share prices: Sports

Direct JD

Pence Pence

24 March 348 1,106

31 December 577 1,041

30 November 731 971

30 October 697 966

30 September 757 955

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