Notice of AGM and Annual Report & Accounts

RNS Number : 0259G

ASOS PLC

10 November 2022

ASOS Plc

(the "Company")

Annual Report & Accounts and Notice of Annual General Meeting

ASOS Plc announces that it has today published its Annual Report and Accounts 2022. In addition, the Company announces that its Notice of Annual General Meeting (the "Notice") has been sent to shareholders. The Annual General Meeting will be held at 12.00 noon on Wednesday 11 January 2023 at the Company's registered office at Greater London House, Hampstead Road, London, NW1 7FB.

In accordance with Listing Rule 9.6.1R, copies of the following documents have been submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

· Annual Report and Accounts 2022;

· Notice of Annual General Meeting; and

· Notice of Availability.

Copies of the Annual Report and Accounts 2022 and the Notice are also available on the Company's website at https://www.asosplc.com/investor-relations/

A condensed set of the Company's audited financial statements for the year ended 31 August 2022 are set out as an appendix to this announcement along with certain information as required under DTR 6.3.5R, extracted from the Company's Annual Report and Accounts 2022.

For further information:

ASOS Plc	Tel: 020 7756 1000
José Antonio Ramos Calamonte, Chief Executive Officer Katy Mecklenburgh, Director of Group Finance Taryn Rosekilly, Director of Investor Relations Katja Hall, Director of Corporate Affairs Website: www.asosplc.com/investors LEI: 213800H8DBB8JSKDW630


Headland Consultancy	Tel: 020 3805 4822

Susanna Voyle / Stephen Malthouse

JPMorgan Cazenove	Tel: 020 7742 4000

Bill Hutchings / Will Vanderspar

Numis Securities	Tel: 020 7260 1000

Alex Ham / Jonathan Wilcox / Tom Jacob

Berenberg	Tel: 020 3207 7800

Michelle Wilson / Richard Bootle

Background note

ASOS is a destination for fashion-loving 20-somethings around the world, with a purpose to give its customers the confidence to be whoever they want to be. Through its app and mobile/desktop web experience, available in ten languages and in over 200 markets, ASOS customers can shop a curated edit of over 100,000 products, sourced from nearly 900 global and local third-party brands alongside a mix of fashion-led own-brand labels - ASOS Design, ASOS Edition, ASOS 4505, Collusion, Reclaimed Vintage, Topshop, Topman, Miss Selfridge and HIIT. ASOS aims to give all of its customers a truly frictionless experience, with an ever-greater number of different payment methods and hundreds of local delivery and return options, including Next-Day Delivery and Same-Day Delivery, dispatched from state-of-the-art fulfilment centres in the UK, US and Germany.

APPENDIX

ASOS Plc

Final Results for the year to 31 August 2022

CEO Review

I am honoured to hold the role of CEO at ASOS. This is a business with c.26 million customers, c.£4bn revenue, a market leading position in the UK and enormous potential. In the UK, ASOS is a strong business with a high contribution margin, supported by a fully automated and efficient warehouse footprint. Brand awareness is strong and we have built a highly relevant and locally tailored product offer that resonates strongly with our 8.9m UK consumers, of which 1.9m are Premier customers. On average, our UK customers shop every second month on the ASOS platform, with Premier customers shopping more than double that frequency.

Outside the UK, however, I see a significant need to improve the way we operate to unlock the opportunity of our global reach. In recent years, the quest for growth has resulted in ASOS becoming excessively capital intensive, too complex and overstretched globally, which has resulted in a lack of meaningful growth and scale in its key international markets of the US, France and Germany. While the international business makes a positive contribution and there are pockets of strength in key territories, we are disappointed in our performance, given the extent of our historical capital investment, particularly in the US. This investment in a large, multi-region supply chain network has increased cost and complexity, not fully offset by delivery incomes. With this in mind, we will revisit our approach to resource and capital allocation to ensure a focused approach.

ASOS has historically underinvested in marketing relative to peers with (i) allocation across markets not effectively prioritised or managed effectively to ensure a return on investment; and (ii) more than 80% of marketing investment focused on performance marketing, leaving insufficient spend focused on driving longer-term brand awareness. As a result of this, customer acquisition has slowed in FY22, whilst the cost to acquire a new customer has increased. We have also become increasingly reliant on the use of markdown and promotions as a tool to attract customers, resulting in reduced newness for customers which has contributed to the erosion of gross margin in recent years. The implementation of the new commercial model and structure will enable ASOS to operate a shorter buying cycle, enhancing speed to market and improving curation, and result in a change in stockholding requirements going forward.

In this tough economic environment, ASOS will continue to build on its core strengths - the ASOS brand, the carefully curated range of Partner Brands on offer, its strong fashion credibility and market leading position in the UK. ASOS is a fashion destination, and we will double down on our commitment to fashion to succeed in the current environment.

We are taking firm action now to accelerate the changes needed to address these issues and will take the opportunity to develop a stronger organisation, built on four key principles: simplicity; speed to market; operational excellence; and flexibility and resilience. In doing so, we will emerge well-positioned to drive profitable growth over the longer term.

Over the next 12 months we are focused on delivering key operational improvements and disciplined capital allocation through four key actions:

· Renewed commercial model : Following the completion of the Commercial reorganisation in FY22, changes in ASOS' approach to merchandising and buying will be accelerated in support of a more competitive proposition and tighter stock cover. This will result in:

o a shorter buying cycle with enhanced speed to market that enables a more relevant and better curated customer offer

o a more flexible approach to stock that utilises ASOS' Partner Fulfils capability to reduce stock held in our fulfilment centres and ensure more near-shore sourcing using a "Test and React" model

o a differentiated approach to stock clearance, introducing more off-site routes to clear product earlier in its lifecycle which will, in turn, reduce markdown and increase the proportion of full-price sales

· Stronger order economics and a lighter cost profile: After years of high growth, the operating model has become inefficient. ASOS will take action to improve order economics and ensure a sustainable level of profitability in all markets, whilst focusing efforts on key markets. We will coordinate this effort with a clear focus on optimising our cost base, improving supply chain efficiencies, and eliminating excess costs through increased controls.

· Robust, flexible balance sheet: Our future investment will be aligned with capacity requirements to ensure a more efficient allocation of capital, while planned strategic investment in technology will be maintained in support of an improved customer experience. In addition, ASOS has sufficient headroom on its facilities, ensuring flexibility in the short term.

· Enabled by a reinforced leadership team and refreshed culture: Simplifying decision-making processes to encourage a culture of innovation and creativity across the business, while reinforcing the senior leadership team with strategic key hires.

Progress against these changes will be evidenced by gross margin expansion, increased stock turn , faster speed to market and more effective capital deployment.

In parallel, management is focused on creating a business capable of generating long-term sustainable growth for investors and there is a comprehensive review underway of ASOS' capital allocation. This includes a review of our operating model, marketing investment, capital and resource allocation and its deployment across geographies, customer acquisition channels and digital and data capabilities.

We will do all of this whilst remaining committed to Fashion with Integrity and to providing the best possible experience for our customers, but with the knowledge that these commitments are best delivered by a sustainable, profitable business with the ability to invest accordingly.

FY23 Outlook

Trading has remained volatile into the start of FY23, with September 2022 trading showing a slight improvement relative to August 2022. Against the backdrop of significant volatility in the macroeconomic environment, it is very difficult to predict consumer demand patterns for the upcoming year. Within the UK, ASOS expects a decline in the apparel market over the next 12 months but remains confident in its ability to take share against that backdrop.

As a consequence of moving to the new commercial model, ASOS will right-size its stock portfolio in the first half resulting in a non-cash write-off of £100m - £130m. Given the exceptional nature of the write-off, it will be treated as an adjusting item. ASOS will begin to operate with lower stock levels in the second half due to the lead time on orders and deliveries. In addition to this, ASOS expects c.£40m of adjusting items relating to the change programme, and Topshop Brand amortisation.

ASOS has reviewed its capital expenditure for FY23 and taken action to reduce spend appropriately, while still ensuring its long-term competitiveness. As a result, ASOS is reviewing the phasing of its automation projects in Atlanta and Lichfield to better align with expected capacity requirements. ASOS will, however, continue with purposeful technology investments in customer experience and digital improvements.

Taken together, over the next 12 months, ASOS expects:

· The combination of lower freight costs (c.100bps), the measures taken in support of the new commercial model and a lighter cost structure to more than offset the impact of both inflationary headwinds in ASOS' cost base and expected cost of elevated return rates over the next 12 months

· H1 loss driven by the usual profit phasing and exacerbated by elevated markdown to clear stock resulting from the change in commercial model, with the contractual freight rate decline year-on-year and cost mitigations expected to mostly benefit the second half

· Capex of £175m - £200m, below the previously guided £200m - £250m mid-term range

· An expected free cash flow in the range of (£100m) - £0m, with the business expected to return to cash generation in the second half as the new commercial model begins to have a positive impact on gross margin and working capital, and the cost reduction impacts accelerate

· To navigate the continued macroeconomic volatility, ASOS has agreed additional financial flexibility through the renegotiation of core banking covenants, with cash and committed facilities of over £650m at year end

In conclusion, ASOS is fully focused on creating long-term sustainable growth, and is confident that these short-term operational measures, combined with a longer-term focus on creating a more digitally based organisation, with a more efficient operating model, a reinvented customer acquisition dynamic, and a global footprint that optimises capital allocation, will enable it to deliver on its strategic ambitions.

FY22 Financial Overview

All revenue growth figures are stated at constant currency unless otherwise indicated.

ASOS delivered total sales growth of 4%¹ (1% on a reported revenue basis²) with an adjusted profit before tax ('PBT') of £22.0m (adjusted PBT margin of 0.6%), in line with guidance. The reported loss of £31.9m is stated after £53.9m of adjusting items. Adjusted earnings before interest and tax ('EBIT') were £44.1m representing an adjusted EBIT margin of 1.1%, a 420bps decline year-on-year.

The second half of the year proved more challenging than expected. While ASOS had expected an acceleration in revenue growth against weaker comparatives, inflationary pressures on consumers increased markedly as the year progressed, and impacted consumers' confidence and discretionary income. As a result, growth in the second half was lower than had been anticipated. The Company also saw an increase in return rates through the year, rising above pre-pandemic levels from May onwards. Together, these led to higher inventory levels across all fulfilment centres, further exacerbated by the immediate withdrawal from Russia on 2 March 2022.

ASOS delivered revenue growth in the UK and US of 7% and 10% respectively. Growth in Europe of 2%, while Rest of World ('RoW') declined by 9% ³ . Active customers ⁴ have grown by 2% from 25.3m at the end of FY21 to 25.7m at the end of FY22, however, growth in active customers slowed in the second half as customer acquisition became more challenging.

Gross margin reduced by 180bps, in line with guidance. The reduction reflected the anticipated contractually higher sea freight rates year-on-year, along with the full-year impact of increased promotional activity. This was partially offset by lower markdown costs in the second half year-on-year, along with improvements in buying margins and the benefit of mid-single digit price increases across ASOS brands for both Spring/Summer and Autumn/Winter collections.

ASOS increased its UK and RoW capacity during the year, bringing the Lichfield fulfilment centre online in August 2021. This gave rise to an anticipated increase in shipping and warehouse costs given the ensuing manual fulfilment costs and split orders. Furthermore, FY22 was marked by significant inflationary pressures across labour, freight and delivery costs, with the impact on profitability exacerbated by elevated inventory levels and an increase in return rates across the year. ASOS was able to partially mitigate these cost headwinds by reducing planned marketing investment, in addition to securing continued cost and operational efficiencies. As a result of these actions, ASOS delivered c.£120m in cost mitigation to largely offset cost escalations through Lean programme efficiencies, payment optimisation and returns process optimisation.

Cash outflow of £339.8m reflects primarily the working capital outflow associated with an increase in inventory driven by (i) a marked slowdown in demand driven by global economic uncertainty; (ii) the timing impact of FY21 stock that was only received in FY22 as a result of supply chain delays; (iii) the impact of increased returns; and (iv) the early receipt of FY23 stock in FY22. Capital expenditure totalled £182.9m in support of the planned automation programmes at Lichfield and Atlanta; technology investments into digital platforms, business systems and infrastructure in support of the development of the marketplace integration platform required for Partner Fulfils; continued optimisation of the customer experience in support of new features and improvement in conversion; and investments in support of ASOS' progress against its data strategy.

1 Total revenue growth CCY excluding Russia of 4% (+2% CCY including Russia)

2 1% reported revenue growth including Russia

3 RoW declined by 9% CCY excluding Russia and by 20% CCY including Russia

4 Active customers grew by 0.4m year-on-year to 25.7m excluding Russian active customers (flat at 26.4m including Russian active customers)

FY22 Performance by Market

Revenue growth in the first half, despite a period of tough prior year comparatives, continued into the second half with strong seasonal demand for summer products in the early part of the Spring/Summer season. Consumer behaviour, however, underwent a marked change from April 2022 when consumers faced accelerating inflation and pressure on disposable incomes and reduced demand for transitional product at the start of the Autumn/Winter season. This effect on consumer behaviour became most apparent via the impact on return rates, as these increased from May 2022 to levels close to pre-pandemic.

Despite this, the UK delivered good revenue growth for the year of 7% to £1,762.8m. Whilst overall online penetration stepped back year-on-year, ASOS continued to grow its share of the adult online apparel market by 140bps to 10.1% in FY22. Demand also shifted into occasion wear, supporting average selling price ('ASP') growth. ASOS delivered growth in active customers of 5% along with increasing orders, visits, conversion and average order frequency; however, average basket value ('ABV') and average units per basket ('ABS') declined in the period driven primarily by the step up in return rates and increased levels of markdown.

ASOS growth of 2% in Europe to £1,170.0m as the region became increasingly exposed to higher energy costs and inflationary pressures. Growth did, however, accelerate in P4 to 9% as the Company cycled a period of softer comparatives. Customers in Germany appeared most exposed to the cost-of-living pressures, with consumer demand in France also impacted throughout much of the year driven by a shift back to physical stores. This change in customer behaviour was once again most apparent in the step up in return rates from April to above pre-pandemic levels, as Northern European territories increasingly leveraged Buy Now Pay Later payment methods and country mix shifted in favour of territories with higher return rates.

Despite the slowdown in consumer demand, ASOS held visits share in Germany. ASOS observed a step back in ABV and ABS resulting from the step up in return rates, but delivered growth in orders, visits, conversion, average order frequency and ASP in the region.

The US delivered revenue growth of 10% for the year to £531.4m, supported by Topshop and Topman growth, the expansion of wholesale and a more locally relevant offer. Customer acquisition slowed in the US in the second half as ASOS paused its broad reach marketing campaign in response to current economic conditions and visits growth stepped back year-on-year. However, the number of Premier customers grew by 19%, driven by the optimisation of the Premier offer, as the proposition remains central to increasing customer engagement and driving loyalty.

A shift into dresses supported growth in ASP and ABV, and ASOS also observed a 20bps uplift in conversion. However, orders and ABS stepped back.

Rest of World

Rest of World declined by 9% to £472.3m¹ . This segment was particularly hard hit by the continued delivery disruptions in the first part of the year,but saw improved performance in the second half in Australia and Saudi Arabia as air traffic resumed supporting accelerated delivery propositions.

ASOS observed growth in ASP alongside flat conversion; however, ABV, ABS, active customers, orders and visits stepped back ² .

1 RoW declined by 9% CCY excluding Russia and by 20% CCY including Russia

² RoW KPIs quoted on an excluding Russia basis

FY22 Operational highlights

Despite a highly volatile and difficult macroeconomic backdrop in the second half of the year, ASOS has made progress in key operational areas which will underpin performance in the medium term. These areas of progress are outlined as follows:

1. Gaining flexibility through Partner Fulfils

In support of future margin expansion, ASOS has successfully launched Partner Fulfils in the UK in partnership with Adidas and Reebok, now accounting for 11% of Adidas total UK sales and 10% of Reebok total UK sales through the ASOS platform. This programme now consists of both a "depth model", whereby product that is out of stock at an ASOS fulfilment centre is fulfilled directly to ASOS' consumers via Adidas or Reebok, and a "width model", whereby product that is incremental to the current range offered by ASOS is fulfilled directly by the partner brands. In September 2022, Partner Fulfils has been further expanded to Europe in partnership with Adidas and Reebok across Germany, France, Spain and Italy.

2. Further development of the Premier programme, the platform to grow loyal consumers

ASOS set out the importance of its Premier offer in driving increased customer loyalty and improved customer economics at its Capital Markets Day ('CMD') in November 2021. ASOS optimised pricing in 10 markets outside the UK to offer a more tailored local Premier proposition which supported 12% growth in the global Premier customer base, with average order frequency of Premier customers c.3.5x more than an average ASOS customer. This is key to driving increased customer loyalty and engagement.

3. Accelerating ASOS' data infrastructure and capabilities

A key inhibitor to ASOS' progress is the need for a stronger data organisation and improved data science capability. In the first half, ASOS completed a full data strategy plan focused on: developing a larger data product team; improving data governance to drive more value, enhancing the data architecture for future scalability and growing the Company's data science capability. Whilst ASOS has made some progress in the second half, by expanding the data science and engineering teams and evolving its data architecture to support future growth and complexity, there remains more to be done in this space to truly transform ASOS into a digital organisation.

4. Topshop growth shows the potential of ASOS' own brands

Within the ASOS brands portfolio the Topshop brands have contributed to both revenue growth and gross margin expansion across all key territories 18 months on from the acquisition. Topshop brands posted strong sales growth of 105% year-on-year in FY22, with growth of more than 200% in the US supported by the wholesale partnership with Nordstrom. Topshop and Topman are now available online and in store in more than 100 locations in the US and Canada, also as a result of the Nordstrom partnership. At the group level, Topshop jeans are now the leading womenswear jeans brand on site, and the Topshop brands have also exhibited strong growth in the dresses category.

On 29 September 2022, ASOS launched the next chapter for Topshop and Topman. The new product collection marks the first season conceived and created entirely under ASOS ownership. To ensure a future-facing approach, ASOS has introduced the following: (i) a digital-first approach with a dedicated storefront, a first for ASOS; (ii) greater inclusivity through the launch of Topshop Curve, the first time the brand will be available from sizes 16 to 28; and (iii) a global approach through the continuation of the partnership with Nordstrom.

5. ASOS collaborations show the value of its platform to Partner Brands

ASOS continues to offer a unique proposition to partner brands, enabling them to access new consumers and occasions. In the second half, ASOS has continued to partner in new ways to showcase relevant products to consumers. ASOS partnered with Netflix to deliver Reclaimed Vintage x Stranger Things, which launched on site to coincide with the release of season four of the hit Netflix series. The range was searched over 50,000 times and was a sell-out with 10,000 units sold. It resonated particularly strongly with ASOS' female customers, who made up 87% of purchases with nearly half of those under the age of 25.

Within the sportswear category, ASOS collaborated with Nike to create a campaign highlighting best-in-class Nike footwear styled with a curated edit of ASOS Design, Topshop and Collusion clothing. This leveraged ASOS' in-house creative and studio functions along with the ASOS Media Group to elevate the product through fashion-led campaigns, demonstrating ASOS' unique offer to its partner brands. This campaign led to an uplift in Nike campaign line sales by 124% in the first week.

6. ASOS X Nordstrom, a new growth formula for US

In July 2021, ASOS announced its strategic partnership with Nordstrom aimed primarily at building brand awareness and engagement in North America. ASOS Design has now launched in 14 stores in the US, with an expanded collection available on Nordstrom.com, alongside the launch of a Click & Collect option in Nordstrom stores for orders placed on ASOS.com. This was further supported by the launch of two retail concept stores earlier in the year at The Grove in Los Angeles featuring the Nordstrom I ASOS Glass Box and the Nordstrom I ASOS Pop Up at The Grove aimed at building awareness for the ASOS brand.

José Antonio Ramos Calamonte

Chief Executive Officer

Forward looking statements:

This announcement may include statements that are, or may be deemed to be, "forward-looking statements" (including words such as "believe", "expect", "estimate", "intend", "anticipate" and words of similar meaning). By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances, and actual results may, and often do, differ materially from any forward-looking statements. Any forward-looking statements in this announcement reflect management's view with respect to future events as at the date of this announcement. Save as required by applicable law, the Company undertakes no obligation to publicly revise any forward-looking statements in this announcement, whether following any change in its expectations or to reflect events or circumstances after the date of this announcement.

Financial review

All revenue growth figures are stated at constant currency throughout this document unless otherwise indicated.

Overview

Year to 31 August 2022

RoW¹

Total

£m

Retail sales²

1,703.3

1,142.6

472.7

454.0

3,772.6

Income from other services³

59.5

27.4

58.7

18.3

163.9

Total revenue

1,762.8

1,170.0

531.4

472.3

3,936.5

Cost of sales

(2,219.0)

Gross profit

1,717.5

Distribution expenses

(523.7)

Administrative expenses

(1,224.2)

Other income

20.6

Operating loss

(9.8)

Finance income

0.9

Finance expense

(23.0)

Loss before tax

(31.9)

Adjusted Performance Measures⁴
Operating loss					(9.8)
Adjusting items⁵					53.9
Adjusted EBIT					44.1
Net finance expense					(22.1)
Adjusted profit before tax					22.0

1 Rest of World

2 Retail sales are internet sales recorded net of an appropriate deduction for actual and expected returns, relevant vouchers and sales taxes

3 Income from other services comprises of delivery receipt payments, marketing services, commission on partner-fulfilled sales and revenue from wholesale sales

4 The adjusted performance measures used by ASOS are defined and explained on page 26

5 Adjusting items for the year to 31 August 2022 are shown on page 12. Further detail on these items is on pages 26-28

KPIs excluding Russia¹	Year to 31 Au gust 2022	Year to 31 August 2021	Change
Active customers² (m)	25.7	25.3	2%
Average basket value³	£37.85	£39.52	(4%)
Average basket value CCY⁴	£38.22	£39.52	(3%)
Average order frequency⁵	3.88	3.70	5%
Total shipped orders (m)	99.7	93.7	6%
Total visits (m)	3,019.8	2,976.3	1%
Conversion⁶	3.3%	3.1%	20bps
Mobile device visits	87.9%	85.9%	200bps

¹ Calculation of metrics, or movements in metrics, on an ex-Russia basis involves the removal of Russia from H2 FY21 performance. This adjustment allows year-on-year comparisons to be made on a like-for-like basis following the decision to suspend trade in Russia on 2 March 2022. The exception to this is visits, where we have also excluded any visits from Russia in H2 FY22, in addition to H2 FY21, ² Defined as having shopped in the last 12 months as at 31 August, ³Average basket value is defined as net retail sales divided by shipped orders, ⁴Average basket value is defined as net retail sales divided by shipped orders, calculated on a constant currency basis, ⁵Calculated as last 12 months' total shipped orders divided by active customers, ⁶ Calculated as total shipped orders divided by total visits

KPIs including Russia

Year to 31 August 2022

Year to 31 August 2021

Change

Active customers¹ (m)

26.4

Average basket value²

£37.85

£39.75

(5%)

Average basket value CC³

£38.21

£39.75

(4%)

Average order frequency⁴

3.78

3.61

Total shipped orders (m)

99.7

95.2

Total visits⁵ (m)

3,030.5

3,102.7

(2%)

Conversion⁶

3.3%

3.1%

20bps

Mobile device visits⁷

87.9%

86.0%

190bps

¹ Defined as having shopped in the last 12 months as at 31 August, ²Average basket value is defined as net retail sales divided by shipped orders, ³Average basket value is defined as net retail sales divided by shipped orders, calculated on a constant currency basis, ⁴Calculated as last 12 months' total shipped orders divided by active customers, ⁵ FY21 restated visits, previously reported at 3,091.8m ⁶ Calculated as total shipped orders divided by total visits, ⁷FY21 restated mobile device visits, previously reported at 83.2%

Total sales grew 4%¹, against a challenging backdrop in FY22. Since ASOS' last update in June 2022, trading weakened in August as customers faced increased cost-of-living challenges and delayed spend on Autumn/Winter categories. ASOS delivered sales growth of 7% in the UK, reflecting good performance against a challenging backdrop. The US grew by 10% supported by the expansion of wholesale, which annualised in P3, and a more locally relevant consumer offer. The EU grew by 2%, with stronger growth in P4 (+9%) as it cycled a period of weaker comparatives, however, overall performance for the year remained muted as return rates trended higher than pre-pandemic levels in some territories. ROW declined by 9%² as it continued to be impacted by poor delivery propositions in the first half and increased local competition, however ASOS noted an improvement in H2 as delivery disruptions eased and ASOS was able to return to more normalised delivery propositions.

Active customers grew by 2%³, reflecting a slowdown in customer acquisition in the second half. Visits increased by 1%⁴ and the increase in orders and frequency was reflective of increased consumer engagement and more intentional purchasing. ABV stepped back by 3%⁵ as return rate increases year-on-year were only partly offset by increased prices and a mix back into higher price point product categories.

ASOS delivered adjusted profit before tax of £22.0m, in line with the lower end of guidance, a reduction of 89% year-on-year. Adjusting items for the year totalled £53.9m and comprised of: (i) £25.4m costs incurred in relation to accelerating the ASOS strategy through the change programme, (ii) £5.7m relating to ASOS' transition to a Main Market listing, (iii) £18.5m for a non-cash impairment charge relating to the right-of-use asset and associated fixtures and fittings at ASOS' Leavesden office because of the decision to vacate and sublet unused space to third parties, (iv) (£6.4m) relating to the release of a provision for costs relating to the Topshop acquisition, (v) £10.7m relating to the amortisation of acquired intangible assets. Taking these adjusting items into account, ASOS delivered a reported loss before tax of £31.9m. Further detail on each of these items can be found on pages 26-28.

Also included within adjusted profit before tax for the year is the net impact of Russia, which had an estimated negative £14m impact on profit versus ASOS' original expectations for the year. This impact arose due to the immediate decision to suspend sales on 2 March 2022, amounting to c.2% of sales, and from additional costs incurred to clear through the resulting excess stock and fulfilment centre inefficiencies. Also included in the net loss of £14m was a gain of £19.3m, recognised as other operating income, from closing out RUB hedges no longer required.

1 Total sales grew 4% CCY excluding Russia, 2% CCY including Russia and 1% on a reported basis including Russia

2 RoW decline by 9% CCY excluding Russia ( -20% CCY including Russia)

3 Active customers grew by 0.4m to 25.7m excluding Russian active customers (flat at 26.4m including Russian active customers)

4 Group Visits increased by 1% excluding Russia in FY22 and declined 2% including Russia

5 Group ABV declined 3% on a constant currency basis excluding Russia and declined 4% on a constant currency basis including Russia

UK performance

UK KPIs	Year to 31 August 2022
Total Sales	+7%
Visits	+7%
Orders	+10%
Conversion	20bps
ABV	-3%
Active Customers	8.9m (+5%)

ASOS delivered sales growth of 7% in the UK.

Performance of the Topshop brands remained strong throughout the year, delivering strong sales growth year-on-year despite annualising the acquisition in February 2021, reflecting the resonance of the brand with ASOS' customers.

Active customers grew to 8.9m, an increase of 5% versus FY21, whilst Premier customers also grew 6% driven in part by successful Premier Days held in October 2021 and February 2022. This has supported increased order frequency in the UK by 5% which, along with increased visits, orders, and conversion, continues to show the ability of ASOS to attract, retain, and engage customers in its home market.

ABV decreased by 3% due to increased levels of markdown, reflecting both the clearance activity carried out in H1 to sell-through late arriving Spring/Summer '21 stock and investments in promotion in H2, and a higher return rate (now in line with pre-pandemic levels since May), which was driven by the shift out of lockdown categories and back into occasion wear.

EU performance

EU KPIs	Year to 31 August 2022
Total Sales	-1% (+2% CCY)
Visits	+2%
Orders	+7%
Conversion	10bps
ABV	-7%
ABV (CCY) 1	-4%
Active Customers	10.9m (+5%)

1 ABV (CCY) is calculated as constant currency net retail sales / shipped orders

EU delivered sales growth of 2%, supported by improved performance in P4 as ASOS cycled a period of softer comparatives.

On a territory basis, trading in Germany and France were impacted by territory-specific factors which weighed on consumer demand and spending power. In Germany the impact of the energy crisis and government measures to address this appear to have impacted consumer confidence in H2, whilst in France the shift from online back to the high-street has been stronger than in other territories. Despite this, ASOS' visits share has remained relatively consistent in these territories, whilst sales performance was stronger in other EU markets.

Active customers continued to grow by 5%, despite the deterioration in consumer confidence and spending power, while Premier customer numbers also increased by 33% following the re-launch of the proposition in key EU territories in late-summer 2021.

ABV declined by 4%¹ on the year, which reflected higher markdown in H1 and increased return rates across the year, particularly in H2. This was partly offset by customers mixing into higher priced items and pricing increases which drove up ASPs.

1 EU ABV decline of -4% CCY (-7% on a reported basis)

US performance

US KPIs	Year to 31 August 2022
Total Sales	+14% (+10% CCY)
Visits	-8%
Orders	-1%
Conversion	20bps
ABV	+8%
ABV (CCY) 1	+4%
Active Customers	3.4m (-1%)

1 ABV (CCY) is calculated as constant currency net retail sales / shipped orders

Total US sales grew by 10% year-on-year, supported by triple digit Topshop growth, the expansion of wholesale and a more locally relevant US offer. The US saw increased demand for occasion wear supported by the exclusive range of ASOS Design dresses designed for the US consumer. These factors combined to drive a 4%¹ increase in ABV versus FY21, as customers shopped higher price point items, whilst return rates remained well below pre-pandemic levels.

Conversion increased 20bps year-on-year, despite both orders and visits falling, while Premier customers increased by 19%. In the US online apparel market, ASOS has maintained share, despite delaying the marketing investments planned to drive increased awareness in the US due to the weaker consumer outlook. This, along with more intense competition in the market, has adversely impacted new customer acquisition.

1 US ABV increase of +4% CCY (+8% on a reported basis)

RoW performance

RoW KPIs	Year to 31 August 2022 excluding Russia ¹	Year to 31 August 2022 including Russia
Total Sales	-11% (-9% CCY)	-22% (-20% CCY)
Visits	-6%	-23%
Orders	-8%	-22%
Conversion	Flat	Flat
ABV	-3%	-2%
ABV (CCY)²	-1%	+1%
Active Customers	2.5m (-14%)	3.2m (-20%)

1 Calculation of metrics, or movements in metrics, on an ex-Russia basis involves the removal of Russia from H2 FY21 performance. This adjustment allows year-on-year comparisons to be made on a like-for-like basis following the decision to suspend trade in Russia on 2 March 2022

2 ABV (CCY) is calculated as constant currency net retail sales / shipped orders

RoW total sales fell by 9% versus last year¹. This reflects a slight improvement in the second half as delivery propositions improved post-pandemic. To assess year-on-year performance on a like-for-like basis the KPIs quoted in this section all exclude Russia (calculated by removing Russia from the comparatives for H2 FY21).

On a territory basis, performance in Australia improved in H2, and particularly in P4, as Premier was reactivated and the delivery proposition returned to normal after the pandemic. There were also more positive signs in Saudi Arabia with both new customers and visits increasing in P4.

Active customers declined by 14% year-on-year as new customer acquisition remained challenging with a less competitive proposition relative to local players, as well as lower targeted investment in RoW.

1 RoW decline by 9% CCY excluding Russia ( -20% CCY including Russia)

Gross margin

Gross margin was down 180bps year-on-year, mainly driven by increased markdown and elevated freight costs.

The increase in markdown was primarily concentrated in H1, as the clearance activity which started in P4 FY21 to sell-through late arriving Spring/Summer '21 stock continued into the Autumn/Winter season and investments were made during peak in response to competitor's offers. This improved in H2 as a period of heavier discounting in the prior year was cycled, generating a small improvement year-on-year. Freight and duty costs were elevated throughout the year with an adverse impact of 180bps, driven by higher rates in the market due to reduced supply and ASOS' decision to use air freight to accelerate intake for peak. This improved in H2 as ASOS' contracted ocean freight rates were favourable against those available in the market, albeit higher year-on-year. This allowed greater control of costs in H2, as well as the ability to allocate volume in a more cost-efficient way across intake lanes.

These increases were partially offset by mid-single digit price increases across ASOS brands, as well as improvements in buying margin and the growth of Topshop (which has a higher retail gross margin) as an in-house brand for the whole year. Whilst helping to offset the cost pressure in gross margin, action on pricing was also taken to mitigate the inflation seen elsewhere in the P&L.

Gross profit also benefitted from favourable breakage rates on historic gift cards and gift vouchers issued for out of policy returns. Updated redemption rates of these vouchers have shown that these are being redeemed in lower quantities than initially expected, and this has therefore led to a benefit of £7.5m being recognised as revenue in FY22.

Operating expenses

	£m		Year to 31 August 2022			% of sales		Year to 31 August 2021		% of sales		Change
Distribution costs		(523.7)			13.3%		(509.5)		13.0%		(3%)
Warehousing				(427.0)	10.8%		(356.4)		9.1%		(20%)
Marketing				(223.5)	5.7%		(200.9)		5.1%		(11%)
Other operating costs				(380.7)	9.7%		(376.6)		9.6%		(1%)
Depreciation and amortisation				(139.1)	3.5%		(129.5)		3.3%		(7%)
Total operating costs (excl. adjusting items)				(1,694.0)	43.0%		(1,572.9)		40.2%		(8%)
Adjusting items				(53.9)	1.4%		(13.4)		0.4%		(302%)
Total operating costs				(1,747.9)	44.4%		(1,586.3)		40.6%		(10%)

Operating costs excluding adjusting items increased 8% year-on-year and by 280bps as a percentage of sales, reflecting inflationary pressures, adverse return rates and investment in marketing.

Distribution costs have increased by 30bps year-on-year, largely due to the increased return rate but partially mitigated by successful supplier negotiations and the continuation of a flexible carrier strategy which has reduced the use of higher cost lanes. A further impact on distribution costs has arisen from the launch of the Lichfield fulfilment centre and an increase in 'split-orders', where a parcel is shipped from both Lichfield and Barnsley to fulfil a single order. Whilst benefitting the customer proposition by ensuring maximum stock availability, it has increased the costs required to fulfil such orders.

Warehouse costs have increased due to increased labour inflation across all sites. This is expected to be a structural change within the market. Further adverse impacts on warehouse costs during the year have been driven by the launch of Lichfield as a manual facility and higher stock levels. The impact from Lichfield arises because some units that were previously despatched from Barnsley, which is highly automated, are now fulfilled from Lichfield at a lower level of efficiency. ASOS has continued to take action to mitigate inflationary pressures through improvement and simplification of the supply chain network in FY22, notably the closure of Swiebodzin to enhance the efficiency of the EU returns network, as well as savings realised under the Lean programme which has been deployed across the fulfilment centres.

At the start of the year, it was anticipated that marketing costs would rise by 100bps for FY22. The actual increase of 60bps, to 5.7%, reflects initial investments being made in broad reach and product marketing, which were deployed on a test and learn basis during the year. Further investment was initially planned for H2 but was postponed by the Company as the economic environment worsened and consumer sentiment deteriorated. Spend on performance marketing was also slightly up year-on-year, as investments were made to capture demand; however, the impact of this overall increase was limited by allocation of spend to more efficient channels.

Other operating costs, excluding adjusting items, were broadly flat year-on-year due to increased operating leverage, as well as benefits derived from operational excellence initiatives across areas such as customer care, payments, and returns.

Depreciation and amortisation costs as a percentage of sales were up 20bps year-on-year, excluding the amortisation on acquired intangibles. This was driven by the annualisation of depreciation relating to the Truly Global Retail system, which went live in March 2021, and the launch of the Lichfield fulfilment centre in August 2021. This increase was partially offset by a revision of the useful economic lives of automation and technology assets to bring these into line with ASOS' business plans and industry standards, which reduced the charge for the year by £11.5m.

Other operating income

Other operating income was £20.6m for the year, up from £nil in FY21. This includes £1.2m of income received following the decision during the year to sublet part of ASOS' site at Leavesden, and a £19.3m gain from closing out RUB hedges, which were no longer required following the decision to suspend trade in Russia on 2 March 2022.

Interest

Net interest costs were £22.1m in the period, an increase of £9.1m year-on-year mainly driven by interest

costs incurred on the convertible bond issued in April 2021, as well the annualisation of interest due on the loan from Nordstrom, which started accruing from July 2021.

Taxation

The reported effective tax rate (ETR) is 3.4%, based on the reported loss before tax of £31.9m. The rate has moved from the prior year comparative of 27.5%, which was based on a profit before tax of £177.1m, and from the HY forecast of 22.0%, based on a forecasted profit. The movement from profitability to making a relatively small loss, means the expected adjustments have had a greater absolute impact, and reduced rather than increased the ETR. The impact of the enacted April 2023 rate change on fixed asset movements, together with a higher adjustment for share-based payments due to the fall in share price during the year, have been the other drivers of the ETR movement.

Earnings per share

Both basic and diluted loss per share were (30.9p), falling by 124% versus last year (FY21: basic and diluted earnings per share of 128.9p and 128.5p¹). This was driven by a reported loss before tax of £31.9m, down from reported profit before tax of £177.1m last year. The potentially convertible shares related to both the convertible bond and ASOS' employee share schemes have been excluded from the calculation of diluted loss per share as they are anti-dilutive for the year ended 31 August 2022.

1 Diluted earnings per share for the year to 31 August 2021 has been restated. The previously disclosed number was 125.5p, and further information on the change can be found in Note 3, page 21 of the Condensed Financial Statements

Cash flow

There was a cash outflow for the year of £339.8m, and ASOS ended the year with a net debt position of £152.9m. This was mainly driven by a working capital outflow of £272.7m and CAPEX investment of £182.9m, offsetting EBITDA of £140.0m.

The working capital outflow reflects the higher year-on-year inventory position as ASOS ended the year with stock of £1,078.4m (FY21: £807.1m) resulting from ((i) a marked slowdown in demand driven by global economic uncertainty; (ii) the timing impact of FY21 stock that was only received in FY22 as a result of supply chain delays; (iii) the impact of increased returns; and (iv) the early receipt of FY23 stock in FY22.

Capital expenditure totalled £182.9m in support of the planned automation programmes at Lichfield and Atlanta; technology investments into digital platforms, business systems and infrastructure in support of the development of the marketplace integration platform required for Partner Fulfils; continued optimisation of the customer experience in support of new features and improvement in conversion; and investments in support of ASOS' progress against its data strategy.

Consolidated Statement of Total Comprehensive Income

For the year to 31 August 2022

	Year to 31 August 2022	Year to 31 August 2021
	£m	£m
Revenue	3,936.5	3,910.5
Cost of sales	(2,219.0)	(2,134.1)
Gross profit	1,717.5	1,776.4
Distribution expenses	(523.7)	(509.5)
Administrative expenses	(1,224.2)	(1,076.8)
Other income	20.6	-
Operating (loss)/profit	(9.8)	190.1
Finance income	0.9	0.2
Finance expense	(23.0)	(13.2)
(Loss)/Profit before tax	(31.9)	177.1

Analysed as:
Adjusted profit before tax (note 11)	22.0	193.6
Adjusting items (note 11)	(53.9)	(16.5)
(Loss)/Profit before tax	(31.9)	177.1

Income tax expense	1.1	(48.7)
(Loss)/Profit for the year	(30.8)	128.4
(Loss)/Profit for the year attributable to owners of the parent company	(30.8)	128.4

Net translation movements offset in reserves	0.3	(0.5)
Net fair value gains on derivative financial instruments	9.7	38.4
Income tax relating to these items	(3.9)	(8.1)
Other comprehensive income for the year ¹	6.1	29.8
Total comprehensive (loss)/income for the year attributable to owners of the parent company²	(24.7)	158.2
(Loss)/Earnings per share (Note 3)
Basic per share	(30.9p)	128.9p
Diluted per share (restated - refer to note 3)	(30.9p)	128.5p

¹ All items of other comprehensive income will ultimately be reclassified to profit or loss

² The results for the year shown are derived completely from continuing activities

Consolidated Statement of Changes in EquitY

For the year to 31 August 2022

	Called up share capital £m	Share premium £m	Employee Benefit Trust reserve¹ £m	Hedging reserve £m	Translation reserve £m	Equity on convertible debt £m	Retained earnings² £m	Total equity £m
At 1 September 2021	3.5	245.7	2.1	14.3	(2.4)	58.9	711.9	1,034.0
Loss for the year	-	-	-	-	-	-	(30.8)	(30.8)
Other comprehensive income/(loss) for the year	-	-	-	6.4	(0.3)	-	-	6.1
Total comprehensive income/(loss) for the year	-	-	-	6.4	(0.3)	-	(30.8)	(24.7)
Cash flow hedges gains and losses transferred to inventory	-	-	-	5.5	-	-	-	5.5
Share-based payments charge	-	-	-	-	-	-	0.8	0.8
Tax relating to share option scheme	-	-	-	-	-	-	(0.7)	(0.7)
Balance as at 31 August 2022	3.5	245.7	2.1	26.2	(2.7)	58.9	681.2	1,014.9

At 1 September 2020	3.5	245.7	2.0	(15.8)	(2.1)	-	577.0	810.3
Profit for the year	-	-	-	-	-	-	128.4	128.4
Other comprehensive income/(loss) for the year	-	-	-	30.1	(0.3)	-	-	29.8
Total comprehensive income/(loss) for the year	-	-	-	30.1	(0.3)	-	128.4	158.2
Issue of convertible bond	-	-	-	-	-	58.9	-	58.9
Recognition of gross obligation to purchase own shares	-	-	-	-	-	-	(2.8)	(2.8)
Net cash received on exercise of shares from Employee Benefit Trust	-	-	0.1	-	-	-	-	0.1
Share-based payments charge	-	-	-	-	-	-	9.4	9.4
Tax relating to share option scheme	-	-	-	-	-	-	(0.1)	(0.1)
Balance as at 31 August 2021	3.5	245.7	2.1	14.3	(2.4)	58.9	711.9	1,034.0

¹ Employee Benefit Trust and Link Trust

² Retained earnings includes the share-based payments reserve

Consolidated Statement of Financial PositioN

As at 31 August 2022

	At 31 August 2022 £m	At 31 August 2021 £m
Non-current assets
Goodwill	35.2	33.1
Other intangible assets	648.7	619.1
Property, plant and equipment	732.0	659.2
Derivative financial asset	27.0	13.4
	1,442.9	1,324.8
Current assets
Inventories	1,078.4	807.1
Trade and other receivables	88.2	57.7
Derivative financial asset	41.4	23.5
Cash and cash equivalents	323.0	662.7
Current tax asset	23.0	8.7
	1,554.0	1,559.7
Current liabilities
Trade and other payables	(993.3)	(956.1)
Borrowings	(1.4)	(3.8)
Lease liabilities	(24.3)	(23.9)
Derivative financial liability	(21.0)	(14.2)
	(1,040.0)	(998.0)
Net current assets	514.0	561.7
Non-current liabilities
Lease liabilities	(355.8)	(305.0)
Deferred tax liability	(58.2)	(41.3)
Provisions	(41.9)	(43.2)
Derivative financial liability	(11.6)	(3.6)
Borrowings	(474.5)	(459.4)
	(942.0)	(852.5)

Net assets	1,014.9	1,034.0
Equity attributable to owners of the parent
Called up share capital	3.5	3.5
Share premium	245.7	245.7
Employee Benefit Trust reserve	2.1	2.1
Hedging reserve	26.2	14.3
Translation reserve	(2.7)	(2.4)
Equity on convertible debt	58.9	58.9
Retained earnings	681.2	711.9
Total equity	1,014.9	1,034.0

Consolidated Statement of Cash Flows

For the year to 31 August 2022

	Year to 31 August 2022 £m	Year to 31 August 2021 £m
Operating (loss)/profit	(9.8)	190.1
Adjusted for:
Depreciation of property, plant and equipment	61.0	61.1
Amortisation of other intangible assets	88.8	74.4
Impairment of assets	19.2	0.1
Increase in inventories	(258.7)	(226.7)
(Increase)/decrease in trade and other receivables	(34.2)	1.9
Increase in trade and other payables	20.2	150.6
Settlement of contingent consideration in relation to employee benefits	(6.0)	-
Share-based payments charge	0.6	7.6
Other non-cash items	(4.9)	(7.0)
Income tax received/(paid)	3.4	(37.0)
Net cash (used)/generated from operating activities	(120.4)	215.1

Investing activities
Payments to acquire intangible assets	(109.2)	(102.0)
Payments to acquire property, plant and equipment	(73.7)	(55.1)
Payments to acquire assets in a business combination	-	(286.4)
Dividends received	-	0.1
Interest received	0.9	0.2
Net cash used in investing activities	(182.0)	(443.2)

Financing activities
Proceeds from borrowings	-	21.9
Proceeds from convertible bond issue, net of transaction costs	-	491.0
Repayment of principal portion of lease liabilities	(26.3)	(23.9)
Net cash inflow relating to Employee Benefit Trust	-	0.1
Interest paid	(11.1)	(5.7)
Net cash (used in)/generated from financing activities	(37.4)	483.4

Net (decrease)/increase in cash and cash equivalents	(339.8)	255.3

Opening cash and cash equivalents	662.7	407.5
Effect of exchange rates on cash and cash equivalents	0.1	(0.1)
Closing cash and cash equivalents	323.0	662.7

Notes to the financial information

For the year to 31 August 2022

1. Preparation of the consolidated financial information

a) General information

ASOS Plc (the Company) and its subsidiaries (together, the Group) is a global fashion retailer. The Group sells products across the world and has websites targeting the UK, US, Australia, France, Germany, Spain, Italy, Sweden, the Netherlands, Denmark and Poland. The Company is a public limited company which is listed on the London Stock Exchange and is incorporated and domiciled in the UK as at 31 August 2022. The address of its registered office is Greater London House, Hampstead Road, London NW1 7FB.

b) Basis of preparation

The condensed consolidated financial statements transitioned to UK-adopted International Financial Reporting Standards (IFRS) for financial periods beginning after 1 January 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework. The consolidated financial statements have also been prepared in accordance with IFRS Interpretations Committee (IFRIC) in conformity with the requirements of Companies Act 2006 and the Listing rules as applicable to companies reporting under those standards. As at the reporting date, these are the standards, subsequent amendments and related interpretations issued and adopted by the International Accounting Standards Board (IASB).

Within the consolidated statement of total comprehensive income the Group presents net fair value movements on financial instruments, which includes the fair value movements on effective cash flow hedges, offset by amounts subsequently reclassified. In accordance with IFRS 9 'Financial Instruments', cash flow hedge gains and losses in relation to inventory purchases are recognised as part of the cost of inventory, and therefore the carrying value of inventory is adjusted for the accumulated gains or losses recognised directly in other comprehensive income (a basis adjustment), and then recognised in the income statement when the inventory is sold.

This basis adjustment is not part of other comprehensive income. The Group has therefore shown the inventory basis adjustments as a separate line within the statement of changes in equity. Comparative period amounts have not been adjusted on the grounds of materiality.

The financial information contained within this announcement for the years to 31 August 2022 and 31 August 2021 does not comprise statutory financial statements within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year to 31 August 2021 have been filed with the Registrar of Companies and those for the year to 31 August 2022 will be filed following the Company's annual general meeting. The auditors have reported on the 2021 accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

c) Going concern

The Directors are satisfied that the Group has sufficient resources to continue in operation for a period of at least 12 months from the date of approval of the financial statements, and therefore continue to adopt the going concern basis in preparing the financial statements. To support this assessment, detailed cash flow forecasts were prepared for the 18 month period to February 2024.

Preparation of the consolidated financial information (continued)

In assessing the Group's going concern position, the Directors have considered the Group's detailed budgeting and forecasting process which considers the Group's financial performance, position and cash flows over the going concern period (the base case). These cash flow forecasts represent the Directors' best estimate of trading performance and cost implications in the market based on current agreements, market experience and consumer demand expectations. In conjunction with this, the Directors considered the Group's business activities and principal risks, reviewing the Group's cash flows, liquidity positions and borrowing facilities for the going concern period. The review included the recent amendment to the Group's Revolving Credit Facility agreement that was obtained in October 2022 - further detail is included within note 10, which generates additional operational flexibility in the going concern period. At 31 August 2022, the Group had an undrawn Revolving credit facility ("RCF") of £350 million which matures in July 2024 and £500 million convertible bonds with a maturity of April 2026. Net debt at the balance sheet date was £152.9m comprising debt of £475.9m and net cash of £323.0m.

The Group has also considered various severe but plausible downside scenarios comprising of, but not limited to, the following assumptions:

· Sales growth reduction;

· Gross margin reduction;

· Potential working capital cash shocks; and

· Closure of the Group's Barnsley fulfilment center due to a major incident

The above downside scenarios include assumed reductions in the projected like-for-like sales growth during the period under review of between 2.5% and 7%, and gross margin reductions of between 1% to 2%. Should the Group see such significant events unfold it has several mitigating actions it can implement to manage its liquidity risk such as deferring capital investment spend and further cost management to maintain a sufficient level of liquidity headroom during the going concern period.

Reverse stress tests have also been performed on both the Group's revenue and gross margin to see how far these would need to decline to cause a liquidity event. Such results would have to see over a 15% decline in sales over the base case, or a decline in gross margin from the base case of between 3% and 8%. Both are considered remote based on results of previous significant economic shock events, particularly on the basis that the Group is annualising the softer market growth and global supply chain crisis experienced this year.

In assessing the group's ability to continue as a going concern the directors have considered climate change risks. The forecast cashflows incorporates cashflows to address these risks, including those associated with the Group's Net Zero commitment.

Based on the above, the Directors considered it appropriate to adopt the going concern basis of accounting in the preparation of the Group's annual financial statements.

2. Segmental analysis

The Chief Operating Decision Maker has been determined to be the Executive Committee which receives information on revenue and associated metrics of the Group in key geographical territories. Management monitors and makes decisions considering the entire Group. The Group has reviewed its assessment of reportable segments under IFRS 8, "Operating Segments" and concluded that the Group continues to have one reportable segment.

The following sets out the Group's revenue in the key geographic markets in which customers are located:

	Year to 31 August 2022
	UK £m	EU £m	US £m	RoW¹ £m	Total £m
Retail sales	1,703.3	1,142.6	472.7	454.0	3,772.6
Income from other services ²	59.5	27.4	58.7	18.3	163.9
Total revenues	1,762.8	1,170.0	531.4	472.3	3,936.5
Cost of sales					(2,219.0)
Gross profit					1,717.5
Distribution expenses					(523.7)
Administrative expenses					(1,224.2)
Other income³					20.6
Operating loss					(9.8)
Finance income					0.9
Finance expense					(23.0)
Loss before tax					(31.9)

1 Rest of World

2 Income from other services comprises of delivery receipt payments, marketing services, commission on partner-fulfilled sales and revenue from wholesale sales

3 Other income includes a £19.3m gain recognised following the cancellation of foreign exchange derivatives to hedge exposures to Russian Rubles following the Group's decision to withdraw from Russia during the year.

	Year to 31 August 2021
	UK £m	EU £m	US £m	RoW¹ £m	Total £m
Retail sales	1,595.7	1,156.5	442.0	589.6	3,783.8
Income from other services ²	56.3	28.8	24.2	17.4	126.7
Total revenues	1,652.0	1,185.3	466.2	607.0	3,910.5
Cost of sales					(2,134.1)
Gross profit					1,776.4
Distribution expenses					(509.5)
Administrative expenses					(1,076.8)
Operating profit					190.1
Finance income					0.2
Finance expense					(13.2)
Profit before tax					177.1

1 Rest of World

2 Income from other services comprises of delivery receipt payments, marketing services, and revenue from wholesale sales

The income recognition for delivery receipts, commissions on partner-fulfilled sales and wholesale revenue are in line with that of retail sales and linked to dispatch / delivery to customers. Income from marketing services is recognised in line with the terms and conditions of each contract and for premier subscription income this is recognised over the course of the subscription. The value recognised in the year ended 31 August 2022 for marketing services is £13.1m (2021: £11.8m) and from premier subscription customers is £24.6m (2021: £20.9m).

Due to the nature of its activities, the Group is not reliant on any individual major customers. The total amount of non-current assets (excluding derivatives and goodwill) located in the UK is £1,006.7m (2021: £994.1m), EU (Germany): £188.8m (2021: £193.6m), US: £185.2m (2021: £90.6m), and RoW: £nil (2021: £nil).

3. Earnings per Share

Basic earnings per share is calculated by dividing the profit attributable to the owners of the parent company by the weighted average number of ordinary shares in issue during the period. Own shares held by the Employee Benefit Trust and Link Trust are eliminated from the weighted average number of ordinary shares.

Diluted earnings per share is calculated by dividing the profit attributable to the owners of the parent company by the weighted average number of ordinary shares in issue during the period, adjusted for the effects of potentially dilutive ordinary shares.

	Year to 31 August 2022 £m	Year to 31 August 2021 £m
Weighted average share capital
Weighted average shares in issue for basic earnings per share (no. of shares)	99,696,028	99,590,828
Weighted average effect of dilutive options (no. of shares)¹	-	341,014
Weighted average effect of convertible bond (no. of shares)^1,2	-	-
Weighted average shares in issue for diluted earnings per share (no. of shares)	99,696,028	99,931,842

Earnings (£m)
Earnings attributable to owners of the parent company for basic earnings per share	(30.8)	128.4
Interest expense on convertible bonds^1,2	-	-
Diluted earnings attributable to owners of the parent company for diluted earnings per share	(30.8)	128.4

Basic (loss)/earnings per share	(30.9p)	128.9p
Diluted (loss)/earnings per share²	(30.9p)	128.5p

1 Dilutive shares and interest not included where their effect is anti-dilutive

2 The prior year weighted average number of dilutive shares and interest relating to the convertible bond have been amended. The full, unweighted number of potentially dilutive shares in relation to the convertible bond of 6,277,464 were included in error, and should have been nil as the effect was anti-dilutive in the prior year. Similarly, no interest should have been included due to being anti-dilutive (£4.9m was included in the prior year). This has the effect of increasing the diluted earnings per share by 3.0 pence per share, from 125.5p to 128.5p.

4. Reconciliation of cash and cash equivalents

	Year to 31 August 2022 £m	Year to 31 August 2021 £m
Net movement in cash and cash equivalents	(339.8)	255.3
Opening cash and cash equivalents	662.7	407.5
Effect of exchange rates on cash and cash equivalents	0.1	(0.1)
Closing cash and cash equivalents	323.0	662.7

Cash and cash equivalents includes short-term deposits with banks and other financial institutions, with an initial maturity of three months or less, and cash in transit (CIT) balance of £32.3m (2021: £34.2m). The CIT balance includes uncleared credit card receipts due within 72 hours of £11.7m (2021: £10.1m).

Included within cash and cash equivalents is £0.8m (2021: £nil) of cash collected on behalf of partners of the Direct to Consumer fulfilment proposition 'Partner Fulfils'. ASOS Payments UK Limited and the Group are entitled to interest amounts earnt on the deposits, amounts are held in a segregated bank account and are settled on a monthly basis.

5. Borrowings

Borrowings	31 August 2022 £m	31 August 2021 £m
Current	(1.4)	(3.8)
Non-current	(474.5)	(459.4)
	(475.9)	(463.2)

On 16 April 2021 the Group issued £500m of convertible bonds. The unsecured instruments pay a coupon of 0.75% until April 2026, or the conversion date, if earlier. The initial conversion price was set at £79.65 per share. In accordance with IAS 32 'Financial Instruments: Presentation', the equity and debt components of the bonds are accounted for separately and the fair value of the debt component has been determined using the market interest rate for an equivalent non-convertible bond, deemed to be 3.4%. As a result, £440.1m was recognised as a liability in the balance sheet on issue and the remainder of the proceeds, £59.9m, which represents the equity component, was credited to reserves. The difference between the fair value of the liability and the principal value is being amortised through the income statement from the date of issue. Issue costs of £9.0m were allocated between equity and debt and the element relating to the debt component is being amortised over the life of the bonds. The issue costs apportioned to equity of £1.0m have not been amortised. The carrying value of the liability portion as at 31 August 2022 is £451.0m (2021: £438.2m), with £3.8m being the annual coupon payable within 12 months (2021: £3.8m).

On 12 July 2021 the Group announced a strategic partnership with Nordstrom, a US-based multi-channel retailer, to drive growth in North America. As part of this venture, Nordstrom purchased a minority interest in ASOS Holdings Limited which holds the Topshop, Topman, Miss Selfridge and HIIT brands in exchange for £10 as well as providing a £21.9m loan. The loan attracts interest at a market rate of 6.5% per annum. The carrying value of the debt at 31 August 2022 is £22.0m (2021: £22.2m). As part of this agreement a written put option was provided to Nordstrom over their shares in ASOS Holdings Limited. The resulting liability is £3.0m as at 31 August 2022 (2021: £2.8m).

At the year-end, the Group had in place a £350m Revolving Credit Facility (RCF), of which £nil was drawn down (2021: £nil). On 8 September 2022 the Group drew down £250.0m of the RCF. Subsequently, in October 2022, the Group successfully renegotiated the terms of the revolving credit facility - refer to note 10 for further information.

The table below analyses the Group's borrowings into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted amounts.

	<1 year £m	1 to 2 years £m	2 to 3 years £m	3 to 4 years £m	4 to 5 years £m	>5 years £m

Convertible bond	3.8	3.8	3.8	503.8	-	-
Nordstrom loan	-	-	-	-	-	21.9
Obligation to repurchase own shares	-	4.9	-	-	-	-
	3.8	8.7	3.8	503.8	-	21.9

6. Contingent liabilities

From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business, which due to the fast-growing nature of the Group and its ecommerce base, may concern the Group's brand and trading name or its product designs. All such cases brought against the Group are robustly defended and a liability is recorded only when it is probable that the case will result in a future economic outflow which can be reliably measured.

At 31 August 2022, the Group had contingent liabilities of £nil (2021: £6.4m).

7. Financial instruments

There are no changes to the categories of financial instruments held by the Group.

	Year to 31 August 2022 £m	Year to 31 August 2021 £m
Financial assets
Derivative assets used for hedging at fair value	68.4	36.9
Amortised cost	63.4	49.2
Cash and cash equivalents	323.0	662.7
Financial liabilities
Derivative liabilities used for hedging at fair value	(32.6)	(17.8)
Lease liabilities	(380.1)	(328.9)
Amortised cost	(1,356.8)	(1,299.7)

Financial instruments amortised cost exclude prepayments, deferred income and any amounts in relation to taxation. The prior year balance for financial liabilities measured at amortised cost has been amended to exclude certain balances totalling £162.6m that do not meet the definition of a financial liability.

The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in Euros, US dollars, and Australian Dollars. The Group's policy is to mitigate foreign currency transaction exposures where possible and the Group uses financial instruments in the form of forward foreign exchange contracts to hedge future highly probable foreign currency cash flows.

These forward foreign exchange contracts are classified above as derivative financial instruments and are classified as Level 2 financial instruments under IFRS 13, "Fair Value Measurement." They have been fair valued at 31 August 2022 with reference to forward exchange rates that are quoted in an active market, with the resulting value discounted back to present value. The majority of forward foreign exchange contracts were assessed to be highly effective during the year ended 31 August 2022. During the year, cash flow hedges in relation to the Group's exposure to Russian Rubles were cancelled following the Group's decision to cease trading in Russia on 2 March 2022. Gains of £19.3m were recognised in other income. All derivative financial liabilities at 31 August 2022 mature within three years based on the related contractual arrangements.

8. Business combination

On 4 February 2021, the Group acquired the trade and assets of a number of businesses from the administrators of Arcadia Group limited. The businesses were purchased out of administration for a total consideration of £292.4m. In accordance with IFRS 3 'Business combinations' the acquisition accounting has now been finalised and resulted in an increase in goodwill of £2.1m.

Purchase consideration	£m
Cash paid	264.8
Contingent consideration	27.6
Total purchase consideration	292.4

8. Business combination continued

The fair value of assets and liabilities acquired was £258.3m. This includes £219.4m in relation to the Topshop, Topman, Miss Selfridge and HIIT brands and £38.9m of other net assets. The fair value of assets acquired was less than the fair value of the consideration by £34.1m, which has been recognised as goodwill. The goodwill is attributable to the workforce, the high profitability of the acquired business and expected synergies. It will not be deductible for tax purposes.

The assets and liabilities recognised as a result of the acquisition at 4 February 2021 are as follows:

Fair value of net assets acquired At 4 February 2021	Restated (final) £m	Adjustment to provisional figures £m	As previously reported £m
Intangible assets¹	243.8	-	243.8
Inventories	25.5	(2.1)	27.6
Total assets acquired	269.3	(2.1)	271.4
Contingent liability	(6.4)	-	(6.4)
Deferred tax liability	(4.6)	-	(4.6)
Total liabilities acquired	(11.0)	-	(11.0)
Net identifiable assets acquired at fair value	258.3	(2.1)	260.4
Goodwill arising on acquisition	34.1	2.1	32.0
Purchase consideration transferred	292.4	-	292.4
1 Intangible assets include brands of £219.4m relating to Topshop, Topman, Miss Selfridge and HIIT and reflects their fair value at the acquisition date. They are estimated to have a useful economic life of between 10 and 30 years. Also acquired were wholesale customer relationships with a fair value of £24.4m which are estimated to have a useful economic life of 8 years.

a) Acquisition-related costs
Acquisition-related costs of £2.0m were incurred and were included in administrative expenses in the statement of profit or loss and in operating cash flows in the statement of cash flows for the year ended 31 August 2021.

b) Contingent consideration
The contingent consideration arrangements primarily relate to amounts ASOS.com Limited agreed to pay to the Arcadia administrators in relation to qualifying inventory totalling £21.6m upon collection. The remainder related Arcadia employee retention payments. As at 31 August 2022 the consideration amounts have been settled in full.

c) Contingent liability
As at 31 August 2021, a contingent liability of £6.4m had been recognised in relation to employee and other liabilities. The Group's assessment of the fair value of these liabilities represented the probability adjusted possible outcome. As at 31 August 2022 the risk has fully expired and the provision has been released as an adjusted item.

9. Related parties

The Group's related party transactions are with the Employee Benefit Trust, Link Trust, key management personnel and other related parties. There have been no material changes to the Group's related party transactions during the year to 31 August 2022.

10. Post balance sheet events

Change to Group operating model

After the balance sheet date, in October 2022, the Board approved changes to the Group's commercial model. The updated model aims to operate a shorter buying cycle with an accelerated speed to market, facilitating an enhanced customer proposition that offers new products, more regularly. To achieve this, it is planned to introduce more off-site clearance routes that will enable the Group to clear inventory earlier in its life-cycle than previously, therefore reducing the overall breadth of inventory held in fulfilment centres, which in turn will reduce the volume that is currently sold on promotion via the ASOS site.

To transition to the new model, a reshaping of the inventory portfolio is required, and as a result additional inventory provisions in the range of £100 million to £130 million are expected to be recognised in the next financial year. Of this, between £95 million and £120 million is in relation to inventory currently held on the Group's balance sheet which will now be sold through alternative clearance channels, rather than through the website. The remainder relates to committed inventory spend which will be recognised as inventory in the next financial year, that will also be predominantly sold through off-site clearance channels as a result of the new model.

It has been considered whether any adjustments are required to the current year financial statements. Whilst the proposal was both formed and approved after the balance sheet date, the Group has specifically considered whether the change in operating model indicates that inventory held at the year-end requires further write-downs to net realisable value in order to sell. The anticipated write-downs next year only arise out of the decision to sell or dispose of inventory through other channels to facilitate an enhanced customer offer. Absent the change in model, it would be sold through ASOS.com, for which the existing year-end provisions are appropriate. The Group has therefore concluded that the approved change does not provide evidence for conditions that existed at the balance sheet date.

It was also considered whether the change is an indication that the Group's non-current assets may require impairment. Whilst a reduction in stock levels held at fulfilment centres is anticipated, the overall cash flow of the Group is expected to improve, primarily through improved margin through lower ongoing mark-downs as well as improved working capital in the longer term through reduced stockholding. Furthermore, whilst any future decisions to exit warehouses could potentially result in further impairment charges, no decisions in relation to this have been made. It is therefore concluded that the updated commercial model does not provide indication that the Group's non-current assets are impaired at the year-end.

As the programme will support future underlying profit improvement, it was considered whether it is appropriate to report these costs within adjusted profit. Whilst they arise from changes in the Group's trading operations, they comprise a major business change, they can be separately identified, are material in size and are not reflective of ordinary in-year trading activity. The costs will therefore be presented as adjusting items in the next financial year and excluded from adjusted profit before tax.

Changes to Group funding

Post the balance sheet date, the Group has agreed an amendment to its £350m revolving credit facility (RCF), with existing financial covenants ceasing to apply until February 2024, and providing the Group with much enhanced flexibility. A new minimum liquidity covenant will apply until the maturity of the RCF. As part of this amendment, the Group's bank lenders have agreed an accordion option to increase the RCF to circa £400m, allowing the incorporation of newly committed ancillary facilities. The amendment also provides for additional reporting disclosures and security by way of fixed and floating charges over certain Group assets.

11. Alternative performance measures (APMs)

In the reporting of financial information, the Directors use various APMs. These APMs should be considered in addition to, and are not intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not be directly comparable with other companies' APMs.

The Directors believe that these APMs provide additional useful information for understanding the financial performance and health of the Group. They are also used to enhance the comparability of information between reporting periods (such as adjusted profit) by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group's performance.

Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and incentive setting purposes. The APMs that the Group has focused on in the period are defined and reconciled below. All of the APMs relate to the current period's results and comparative periods.

Performance measure

Closest IFRS measure

Definition

How ASOS use this measure

Retail sales

Revenue

Internet sales recorded net of an appropriate deduction for actual and expected returns, relevant vouchers and sales taxes.

Retail sales exclude income from delivery receipt payments, marketing services, commission on partner-fulfilled sales and revenue from wholesale sales.

A measure of the Group's trading performance focusing on the sale of products to end customers. Used by management to monitor overall performance across markets, and the basis of key internal KPIs such as ABV.

A reconciliation of this measure is included within note 2.

Adjusted EBIT

Operating (loss)/profit

Profit before tax, interest, and the adjusting items defined below. Adjusted EBIT margin is the Adjusted EBIT divided by total sales.

A measure of the Group's profitability for the period, excluding the impact of any transactions outside of the ordinary course of business and not considered part of ASOS' usual cost base. This measure is also one of ASOS' medium term targets, as set out at the CMD on 10 November 2021.

A reconciliation of this measure is included below.

Adjusted profit before tax

(Loss)/profit before tax

Profit before tax and the adjusting items defined below.

A measure of the Group's underlying profitability for the period, excluding the impact of any transactions outside of the ordinary course of business and not considered to be part of ASOS' usual cost base. Used by management to monitor the performance of the business each month.

A reconciliation of this measure is included below.

Net cash/(debt)

No direct equivalent

Cash and cash equivalents less any borrowings drawn down at period-end, but excluding outstanding lease liabilities.

A measure of the Group's liquidity.

This is reconciled as follows:

	Year to 31 August 2022 £m	Year to 31 August 2021 £m
Cash and cash equivalents	323.0	662.7
Borrowings	(475.9)	(463.2)
Lease liabilities	(380.1)	(328.9)
Net borrowings	(533.0)	(129.4)

Add-back lease liabilities	380.1	328.9
Group net debt	(152.9)	199.5

11. Alternative performance measures (APMs) continued

Adjusted profit measures

In order to provide shareholders with additional insight into the year-on-year performance of the business, an adjusted measure of profit is provided to supplement the reported IFRS numbers, and reflects how the business measures performance internally.

Determining which items are to be adjusted requires judgement, in which the Group considers items which are significant either by virtue of their size and/or nature, the inclusion of which could distort comparability between periods. The same assessment is applied consistently to any reversals of prior adjusting items. Adjusted profit before tax (and similarly adjusted EBIT) is not an IFRS measure and therefore not directly comparable to other companies.

More details on each are included further below.

	Year to 31 August 2022 £m	Year to 31 August 2021 £m
Operating (loss)/profit	(9.8)	190.1

Adjusting items:
ASOS Re-imagined	25.4	-
Main Market transition costs	5.7	-
Impairment of Leavesden site assets	18.5	-
Employee and other liabilities relating to Topshop acquisition	(6.4)	-
Amortisation of acquired intangible assets	10.7	6.0
One-off acquisition and integration costs	-	10.5
Total adjusting items	53.9	16.5

Adjusted EBIT	44.1	206.6
Adjusted EBIT margin¹	1.1%	5.3%

Net finance expenses	(22.1)	(13.0)
Adjusted profit before tax	22.0	193.6

1 Calculated as adjusted operating profit of £44.1m (2021: £206.6m) divided by Group revenue of £3,936.5m (2021: £3,910.5m)

ASOS Reimagined

A multi-year programme which will enable the business to accelerate delivery of the strategy and medium term plan set out at the Capital Markets Day held on 10 November 2021. The programme will fundamentally change how ASOS operates and will drive the business towards its goal of becoming the number one destination for fashion-loving 20-somethings. Over the course of FY22, 'ASOS Reimagined' has been broken down into seven key transformation themes which will be responsible for making progress against three priority areas;

(i) leveraging ASOS' platform and capabilities to improve the core customer proposition,

(ii) amplifying ASOS' winning offer of own-brand and partner brands, and

(iii) more effectively targeting ASOS' approach to international expansion.

In FY22, which was the first year of 'ASOS Reimagined', total costs of £25.4m were incurred, largely to equip ASOS with the appropriate structures and capabilities to deliver the programme. This is broadly in line with the guidance issued at interim results on 12th April 2022, and mainly relates to spend on external consultants

11. Alternative performance measures (APMs) continued

and contractors to support the launch of specific Transformation initiatives and processes, and costs associated with the restructuring of the ASOS exec.

Main Market transition costs

ASOS' transition to the Main Market of the London Stock Exchange, which was completed on 22 February 2022.

Impairment of Leavesden site assets

A non-cash impairment charge relating to the right-of-use assets and associated fixtures and fittings at part of the ASOS' Leavesden office. This is required under IAS 36 'Impairment of Assets' as a result of the decision to vacate and sublet part of the building to 3rd parties.

Employee and other liabilities relating to Topshop acquisition

The release of a contingent liability relating to employee and other costs, which was originally recognised as part of the Topshop acquisition in February 2021.

Amortisation of acquired intangible assets

Amortisation of acquired intangible assets is adjusted for as the acquisition the amortisation relates to was outside business-as-usual operations for ASOS. These assets would not normally be recognised outside of a business combination, therefore the associated unwind is adjusted.

Directors' Responsibility Statement

Statement of Directors' Responsibilities in respect of the Financial Statements

The Directors are responsible for preparing the Annual Report and Accounts and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and the Company financial statements in accordance with UK-adopted international accounting standards.

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

· select suitable accounting policies and then apply them consistently;

· state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

· make judgements and accounting estimates that are reasonable and prudent; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

The Directors consider that the Annual Report and Accounts and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Governance Report confirm that, to the best of their knowledge:

· the Group and Company financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities and financial position of the Group and Company, and of the loss of the Group; and

· the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each Director in office at the date the Directors' Report is approved:

· so far as the Director is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware; and

· they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.

Anna Suchopar

Company Secretary

Principal risks

As a global company, our principal risks and opportunities are created through the complex nature of our operation, scale and ambition, and we know that emerging risks can change quickly and can be heavily influenced by the macroeconomic environment. This year has certainly demonstrated how quickly the risk landscape can evolve.

Russia's invasion of Ukraine and the subsequent ongoing war has impacted supply chains, people and operations worldwide. The knock-on effect on geopolitical and global financial instability, inflation, energy shortages and the resulting impact on cost of living is already impacting our people, customers and partners. In addition, whilst many government prescribed restrictions have been lifted, we continue to feel the impact of the COVID-19 pandemic through elevated supply chain costs and shifts in the employment market including talent availability, a competitive recruitment market and wage inflation.

Combined with changing expectations regarding ways of working (particularly location and flexibility) it is harder to find and retain the right talent. As we navigate these uncertainties and changes, we continue to scan the horizon to ensure that we identify emerging risks as soon as possible and react early where needed to either mitigate or take advantage of opportunities.

Risk description	How we manage the risk
Macroeconomic changes Specific macroeconomic and geopolitical changes and uncertainty can influence our business by impacting our ability to trade across borders, influencing customer behaviours, diminishing our customer proposition, and, ultimately, impacting our financial performance. The Russian invasion of Ukraine, ongoing challenges from the COVID-19 pandemic, and Brexit are all being felt. We are currently facing political unrest and instability, significant inflation which is causing a cost-of-living crisis and the associated risks of recession and labour availability in our supply chain remains challenging. We have already seen the increase in cost-of-living impacting ASOSers and our customers. Customer purchasing behaviour has changed, with returns increasing as customers have less disposable income. Inflation is seen right through the supply chain and globally we are facing into potential energy rationing this coming winter.	We continue to monitor the many and variable macroeconomic risks, resulting customer behaviours and market dynamics to put into place mitigating measures to prepare for any further volatility, including: • The Executive Committee and Operating Board continue to monitor, model and assess the potential outcomes and supply and demand impact of recession, inflation, geopolitical events (including COVID-19, Brexit and Russian invasion of Ukraine) and cost-of-living increases. • We have a diverse, multifaceted sourcing and supply chain involving multiple suppliers and locations to minimise an over-reliance on an individual country and/or supplier or brand, and so we can use our extensive network in the event of capacity or capability changes. • Further strengthening our balance sheet to improve resilience.
Risk description	How we manage the risk
Supply chain disruption Global or local supply chain disruption and/or crises (caused by events such as political unrest and global pandemic) cause issues in our inbound (e.g. supplier or carrier failures) or outbound (e.g. carrier or fulfilment centre disruptions) supply chain, which impacts our ability to deliver what our customers want, when they want it. The Russian invasion of Ukraine and our decision to cease trading in Russia has impacted our supply chain through increasing our inventory holding in Europe as well as causing significant inflation in our cost base. The impact of Brexit and the COVID-19 pandemic is still felt in our operations, for example, we continue to face disruption and congestion in US ports and have ongoing labour availability challenges. Whilst continuing to be challenging, we have learnt significant lessons about how to strengthen the resilience of our supply chain and continue to evolve this every year.	• Monitoring & Forecasting - we continuously monitor demand and availability to adjust intake accordingly. • We have multiple delivery methods, routes, ports and carrier strategies to minimise risk of disruptions. • Continuously evolving Supply Chain Business Continuity strategies and plans to respond to incidents and we have fed in the lessons learnt from the COVID-19 pandemic. • Creation of additional storage solutions to accommodate any anticipated stock build caused by disruptions to supply chain. • Automation of our fulfilment centres to increase throughput capacity and productivity. • Ongoing relationship management with carriers and suppliers to ensure early warnings of disruption and to agree mitigation actions. • Driving process improvements on stock visibility with our new Global Supply Chain Management Partner, improving lead time and cost. • Enhancing our contracts with carriers to drive clearer terms and requirements. • Designing and building our own inbound visibility platform for launch in FY23.
Risk description	How we manage the risk
Transformation projects fail to deliver required outcome We are going through several transformational changes to ensure the business continues to be successful as it evolves and grows. New technology, systems and processes are essential enablers to continuing to evolve at pace. At the same time, delivering transformation is complex and can cause disruption in the business as changes are implemented. This can lead to increased cost and lost opportunities. Transformation success is reliant on the right capability and capacity to deliver the changes and can be dependent on internal and external inputs. Issues with access to capability and capacity, or the execution of dependencies can cause delays and risk failure to deliver outcomes or adapt to the change. This can lead to business disruption and duplication, which can cause challenges in achieving strategic objectives. The focus this year has been on progressing core initiatives alongside further evaluation and prioritisation of strategic initiatives given the economic environment, leveraging internal and external opportunities. Whilst delivery confidence has increased with delivery plans further solidified, ambition levels have also increased for the coming years. The prioritisation of our transformation workstreams for FY23 will balance achievability with ambition and will focus on four actions targeted at improving ASOS' ability to navigate the existing uncertainty renewing its commercial model and improving inventory management to increase flexibility within logistics operations; simplifying and reducing its cost profile; ensuring a robust and flexible balance sheet; and reinforcing the leadership team and refreshing the culture.	• An Executive-led governance structure is in place to oversee the transformation. A Design Authority reviews proposed changes to assess integrity of design and viability of business case, with final business case approval granted by an Investment Board. • ASOS' Transformation Management Office (TMO) has been established to drive and monitor transformation programmes, including managing transformation risks. • The Transformation Portfolio is organised into Transformation Themes, with each Theme responsible for a set of transformation workstreams. Each Theme has an assigned responsible lead and Executive Sponsor. The Theme Lead and Executive Sponsor oversee and manage progress, risks, dependencies and impacts. • Internal and/or external assurance review exercises are used to validate progress and project readiness including delivery gates and programme health checks. • Regular updates on progress and key issues and risks for the major programmes are provided to the ASOS Plc Board and Audit Committee. This is enabled by detailed programme management from the TMO. • Strategic Transformation objectives are embedded into the Executive team's individual objectives.
Risk description	How we manage the risk
Data breach As an online retailer, we use data for several different reasons, including to process orders, receive payment and engage with our customers on a regular basis. With c.26.4 million active customers worldwide, we work with a variety of third-party suppliers, and employ thousands of ASOSers - with that comes a lot of responsibility to protect the integrity of data being used and processed, and it means that we will always be a target for cyber threats. Deliberate theft or accidental loss of confidential ASOS or customer data, due to inadequate technical controls, employee breach, targeted attack, or error, could cause reputational damage, regulatory non-compliance and lead to significant financial penalties, and a loss of employee or customer confidence. As an area of constant focus, we continue to drive improvements and this year we have: • Completed a Data Privacy Key Controls internal audit. • Conducted a separate data protection maturity benchmarking exercise and are developing a roadmap to future-proof the Data Protection function, to support our broader business activities and enhance our privacy programme. • Run a data breach ransomware business continuity scenario exercise with the Executive team, with learnings fed back and developed into a full response plan.	• Our Data Protection Officer (DPO) is an independent role and can audit any information store used by ASOS or its contracted third parties. • The Data Protection team works across the business to make sure we have visibility of the collection, use and reuse of data and any new projects that require customer or employee data, while also putting in place the right training and awareness. Our Chief Information Security Officer (CISO) and DPO work together to ensure key data risk areas are prioritised and effective remediation or mitigation is put in place. • Security controls and processes are assessed and updated continuously. The Cyber Security team continuously monitor for any internal or external signs of confidential data loss. • Data and security requirements are embedded within our Procurement and Legal processes. • Data protection training is provided to ASOS employees on an annual basis and awareness campaigns are rolled out on a more regular basis (e.g. Phishing tests).
Risk description	How we manage the risk
Foreign exchange rate exposure We are a UK-based global online retailer selling products to customers across the world in many different currencies. Global growth and the growing number of customers shopping with us from international markets will continue to give rise to foreign exchange risk exposures through both foreign currency denominated income and expenses, given our reporting currency is Pound Sterling. These foreign exchange risk exposures could have an adverse impact on our profitability. Our foreign exchange risk exposures have remained broadly consistent with the prior financial year, with the reduction in exposure to the Russian Rouble, from our exit of the Russian market, offset by growth in other international markets. However, we expect volatility in foreign exchange markets to be elevated over the next 12 months.	• We have evolved our foreign exchange risk management policy, so it remains robust and appropriate as our business operating model grows in complexity and our penetration of international markets grows. • Our foreign exchange risk management policy considers emerging macroeconomic risks, which could give rise to heightened volatility in foreign exchange markets. • We have increased the level of rigour in our financial planning and forecasting, including strengthening our lead indicators, which helps protect us against any adverse movements in foreign exchange rates. • We continue to preserve profitability through capitalising upon natural hedges where they are present and supplementing them with the use of foreign exchange hedging instruments in line with our foreign exchange risk management policy.
Risk description	How we manage the risk
Sustainability and climate change The topic of sustainability and the impact we have on the planet is being talked about more and more. Our Fashion with Integrity (FWI) programme has been central to our operations for many years now. However, we know that there is always more that we need to do in this area to meet our own expectations and those of our stakeholders, to make sure ASOS remains viable in the future. We face both risks related to the transition to a lower-carbon economy and the physical impacts of climate change, through our operation and supply chain. This includes changes in technology, market risks and how the Company's response to climate change affects its reputation. Physical risks can be event driven (acute) or longer-term shifts (chronic) in climate patterns. This year we have conducted a full analysis, in line with Task Force on Climate-related Financial Disclosures (TCFD) requirements, to understand our transition and physical risks and their impacts in more detail. This can be found in the TCFD Report on page 36 of the Annual Report and Accounts 2022. In addition, our new FWI strategy and commitments have been communicated to the market and we have stood up a Board-level ESG Committee and associated working groups at a senior leadership level to continue to drive progress in this space. Assurance work on carbon emissions has also taken place to add further robustness to ASOS data, more information can be found on page 36 of the Annual Report and Accounts 2022.	• Working with partners to conduct specific climate risk assessments to better understand risks and impacts to the business. • Development of our FWI strategy, covering targets for Net Zero, Circularity, Diversity, Equity & Inclusion (DEI), and Transparency. • Reducing emissions through efficiency and carbon reduction projects, in support of Net Zero goals. • Materials sourcing strategy and proactive engagement with suppliers. • Further improving our systems and processes to accurately measure our environmental impact and reduce it.
Risk description	How we manage the risk
Cyber security incidents The cyber security landscape is continuously evolving, with threats becoming more sophisticated, aggressive and more frequent. Our Cyber Security team continues to improve our security policies, procedures and security capabilities, to reduce risks related to confidential data loss, malware infections, ransomware, phishing attempts, DDoS attacks and insecure third-party software. In response to the Russian invasion of Ukraine, the latest guidance from the National Cyber Security Centre was reviewed and a series of improvements were implemented. In August 2022, a new CISO was appointed to continue driving and maturing a robust strategic approach to security across ASOS.	• Our cyber strategy lays out our security and fraud prevention plan along with roadmaps for delivery of ongoing enhancements. • Our Cyber Security team implements and monitors security tools and controls to ensure effectiveness and efficiency of our security and fraud prevention operations. • We continue to seek out and work with independent third-party security specialists that provide periodic penetration and red team tests. • Multi-factor authentication across our business increases our protection against phishing and malware attacks, while cyber awareness campaigns keep ASOSers aware of cyber security. • We monitor the evolving threat and adapt our controls and processes accordingly.
Risk description	How we manage the risk
E-commerce market dynamics and impact on our business Our customers are experiencing an increasingly global and competitive e-commerce environment, including large scale multi-brand marketplaces, competitive fast fashion 20-something brands and e-commerce disruptors changing the way in which customers shop. Failure to evolve our business model, improve our product offer, and be top of mind for our audience in an increasingly competitive environment, could result in us losing opportunity and market share. Throughout this year we have revisited, refined and prioritised our strategy, aiming to stay on top of market dynamic risks, make the most of opportunities identified and prioritise investments in the right places. Our customers have been hit hard by the cost-of-living increases (as already discussed in the Macroeconomic risk) and are demonstrating reduced disposable income and more choiceful shopping. New customer acquisition remains a top priority.	• Market and Pricing Strategy to evolve our business model and to achieve our 10-year vision and three-year plan, and to maintain our growth trajectory. • Continue to drive the uniqueness of our product offering via exclusive products and ranges only available on ASOS.com. • Leveraging our fashion credibility for 20-somethings, focusing on relevance through continuous reinvention and disruption. Delivered through style edits, exclusive products from brands, and at the same time, continuing to expand our diverse and inclusive products, including sustainable and modest ranges. • Continuous revision of our capital allocation and tight cost control to ensure we adapt our operations and investments to the evolution of the markets, ensuring we invest in customer experience to retain and grow our relevance to customers. • Use of technology and data to be more targeted and strategic in how we gain new customers and maximise the loyalty and lifetime value of existing customers through making our customer experience frictionless and inspiring.
Risk description	How we manage the risk
Key third-party technology service provider failure We rely on different technical services and systems throughout the customer journey, from website to fulfilment, to the product itself. This means that failure of systems and services due to a lack of resilience, system or service provider over-reliance or a lack of disaster recovery planning may disrupt our operations and overall business. Any failure in day-to-day operations can impact how we process or fulfil customer orders, potentially resulting in reduced customer proposition, lost opportunity and lost customer confidence.	• In August 2022, ASOS completed the migration of our last remaining systems out of our third-party-managed datacentre into Azure enabling us to fully leverage the resiliency available in the cloud and significantly reducing our risk profile. • In FY22 a dedicated Service Governance function has been created within Technology demonstrating our ongoing investment in service continuity and supplier relationship management. • Our Reliability Engineering practice regularly review the service providers critical to our customer journey to ensure they have the necessary level of resiliency in place. • All new suppliers go through a rigorous selection and onboarding process and our Procurement team monitors supplier performance on an ongoing basis.
Risk description	How we manage the risk
Ethical trade issues One of the key risks in our supply chain is of illegal or unethical practices, particularly the violation of labour rights and of workers safety caused by a lack of systems, processes, or resources to monitor traceability and transparency. At ASOS, we believe that it is our responsibility to ensure that those who are working in our supply chain have a safe working environment where human rights are respected and protected. Our stakeholders, including customers, want to be confident about where their products come from and want to be reassured those workers and the environment are not harmed in this process. Global regulatory scrutiny and increasing progress towards mandatory legislation in this area require us to be even more diligent when monitoring risks in our supply chain with a clear focus on prevention. This is now recognised and assessed within the Principal Risk: Failure to comply with legislation or regulation (see next row). The current geopolitical unrest and macroeconomic challenges mean that we are facing increased risk of unauthorised subcontracting in factories due to cost inflation, we will work closely with our supply chain to monitor and manage this risk. In June 2022, we relaunched our revised audit methodology aligning with our FWI strategy to ensure we meet our external obligations on human rights due diligence.	• We have developed a series of policies and guidelines based on the Ethical Trading Initiative base code and ILO Fundamental Conventions, which suppliers are contractually obliged to agree to as part of the onboarding process. • We monitor compliance with our ethical trade policies and requirements through our industry leading audit programme. This includes an Unapproved Subcontracting Policy to ensure we have full visibility of our supply chain in tiers 1-3. • The ASOS Code of Integrity (issued to all stock suppliers) includes a link to the ASOS Whistleblowing tool. • Our in-country Ethical Trade teams and third-party auditors monitor our supply chain and support mitigation/remediation where we do identify risks/issues. • Our Garment Technology teams check that the products we receive from our suppliers meet our quality standards and expectations before they go on our website. • In-country compliance testing and quality control facilities, with enhanced testing and reporting capabilities to identify issues at source. • We have global partnerships with NGOs such as Anti-Slavery International, and the trade union IndustriALL Global Union, as well as in-country partnerships with local independent workers rights organisations. We work with these organisations to ensure we are proactive in identifying and remediating issues within our supply chain.
Risk description	How we manage the risk
Failure to comply with legislation or regulation Strategic expansion into new business sectors creates new regulatory and governance complexities, as do unanticipated or increasingly difficult regulatory changes, policies or penalties, such as a new tax, in the countries where we operate. Corporate governance reform, product and consumer protection regulations, and the rapidly developing climate and environmental regulations increase our risk exposure. Robust processes are required to identify and monitor these changes and model their impacts, with resources needed to respond appropriately and in a timely manner. These developments could lead to increased operating costs or other financial impacts, including the potential for fines, litigation, business disruption and reputational damage if such risks are not adequately mitigated. We are seeing an increased complexity in this area due to external factors and new regulation on the horizon, such as UK SOX, increasing requirements within consumer, financial and potential climate change regulations as well as internal factors such as the authorisation of ASOS Payments UK as an electronic money institution and stepping up to premium listing. A new Head of Compliance role was established and joined the business in September 2022. In July 2022, the Competition and Markets Authority announced that it had opened an investigation into certain fashion retailers, including ASOS, following the publication of the Green Claims Code. ASOS is co-operating with the investigation, which is ongoing (see FWI report in the Annual Report for more information).	• Tax risk reviews, liaising with local tax authorities and quarterly internal tax co-ordination meeting with the Tax Governance Committee. • ASOS Payments UK, as a FCA authorised electronic money institution in the UK, has established the essential regulatory governance and compliance controls are in place to meet our responsibilities in line with the requirements of the electronic money licence. This has included a dedicated individual responsible for maintaining the regulatory compliance and anti-money laundering compliance controls of ASOS Payments UK and ongoing horizon scanning for regulatory changes. • In November 2021, we stood up the Governance Working Group, a cross-functional group of senior leaders from across the business designed to ensure that ASOS is disciplined in its governance. • Horizon-scanning and mapping and managing wider governance risks and performance.
Risk description	How we manage the risk
Inability to attract and retain talent The loss of talent or inability to attract new talent with the relevant capabilities and calibre leading to sustained increased workloads. Against this backdrop we are also seeing changing norms in ways of working - an increased desire for flexibility in location both home and abroad and significant cost of living inflation, which are all contributing to a decline in our employee proposition. Significant changes in leadership combined with the amount of organisational development ongoing may cause short-term uncertainty and a potential spike in attrition. This could impact our ability to successfully achieve our objectives and could impact key business areas for a significant period. The market for talent is candidate focused and pay inflation continues to grow rapidly across the board. Our ability to compete with the pay inflation required to acquire new and retain existing talent in key skill areas is becoming more challenging. Key FY22 leadership appointments included ASOS' new CEO and Chair, who are focused on defining the Company's new leadership team to deliver the ASOS Reimagined strategy and next phase of the Company's growth.	• Assessment of the capability that we have and require. • Workforce planning and always on sourcing for talent covering both current and future talent. • Work on and amplify our employer proposition around DEI, reward, culture and dynamic working. • Continue to manage employee sentiment through engagement surveys and Vibe plans and engaging with our employee groups.

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