Sustainable Finance Information

The challenges posed by the impact of climate change and social developments in our societies and supply chains are huge. Responding to these will require dedicated funding of sustainability initiatives. In this section of the Report, we provide an overview on our sustainability bond as well as on our approach to comply with the requirements of the EU Taxonomy that has the objective to channel investments in the right direction. We will also report about responsibility regarding tax. Through taxes, governments have the monetary ability to pursue their objectives and take on the responsibility of further developing their countries.

Sustainability bond

In 2020, adidas successfully placed its first sustainability bond. Proceeds from the offering are used in accordance with our created Sustainability Bond Framework. adidas has committed to providing annual updates on the allocation of proceeds and the impact KPIs driven by the proceeds. SEE TREASURY

The following summary outlines selected environmental and social impact KPIs in accordance with chapter 7 ‘Reporting’ of the ‘adidas Sustainability Bond Framework.’ The proceeds listed in the Allocation Report have contributed to these impact KPIs.

EU taxonomy

In 2020, the EU introduced Regulation (EU) 2020/852 to establish the EU Taxonomy framework (‘Taxonomy’). The purpose of the Taxonomy is to provide a common language and a clear definition of what is considered ‘sustainable’ in order to direct investments towards sustainable economic activities. Thereby, the EU’s climate and energy as well as ‘European Green Deal’ targets shall be supported.

The Taxonomy is a classification system for environmentally sustainable economic activities. An economic activity is considered Taxonomy-eligible if it is referenced by the Taxonomy and has the potential to help achieve at least one of the following six environmental objectives:

1. Climate change mitigation
2. Climate change adaptation
3. Sustainable use and protection of water and marine resources
4. Transition to a circular economy
5. Pollution prevention and control
6. Protection and restoration of biodiversity and ecosystems.

For an activity to be considered and reported as environmentally sustainable, i.e., Taxonomy-aligned, the following three prerequisites must be fulfilled:

• Substantial contribution: The activity makes a substantial contribution to one of the environmental objectives by meeting the technical screening criteria defined for this economic activity.
• Do-No-Significant-Harm (‘DNSH’): The activity fulfills further criteria, which are intended to prevent significant harm to one or more of the other environmental objectives.
• Minimum safeguards: The company performing the activity must have implemented minimum safeguards relating to human rights, including labor rights, corruption, taxation, and fair competition.

Reporting scope for fiscal year 2022

The Delegated Regulation (Delegated Regulation (EU) 2021/2178) on Article 8 of the Taxonomy specifies the content, methodology, and presentation of information to be disclosed by financial and non-financial undertakings concerning the proportion of environmentally sustainable economic activities in their business, investments, or lending activities. Throughout 2022, the Platform on Sustainable Finance, which serves as the advisory body to the European Commission on the development of the Taxonomy, published a detailed draft report on the technical screening criteria concerning environmental objectives 3–6. As per this draft report, the adidas core business activities – the manufacturing of textiles and footwear as well as wholesale and retail sale thereof – are referenced by environmental objective number 4, ‘Transition to a circular economy.’ In addition, a final recommendation concerning the minimum safeguards criteria was issued by the Platform on Sustainable Finance in October 2022. However, by the end of fiscal year 2022, the Taxonomy has not been enacted in its entirety. Thus, the timing of the full-scope Taxonomy reporting obligation, the content details, and the exact interpretation of various components within the Regulation remained unclear at the time this report was prepared.¹ Therefore, the reporting requirements for 2022 are limited to the first two environmental objectives – ‘climate change mitigation’ and ‘climate change adaptation’ – which do not reference the main economic activities of our industry. However, in contrast to the previous year, it is necessary to provide information on the degree to which Taxonomy-eligible economic activities are Taxonomy-aligned and to disclose the corresponding turnover (net sales), capital expenditure (‘CapEx’), and operating expenses (‘OpEx’) KPIs, accordingly. Furthermore, in 2022, the EU enacted amendments (Delegated Regulation (EU) 2022/1214) to the Delegated Regulation, requiring companies to make specific disclosures on economic activities in connection with the fossil gas and nuclear energy sectors. Due to the operation of a district heating plant in Germany, we carried out related activities in 2022, however not to a material extent. Thus, the disclosure requirements as per Annex XII of the amendments to the Delegated Regulation are not applicable to adidas.

Description of adidas procedure toward compliant 2022 reporting

Building on the experience and learnings from the first-time reporting on Taxonomy-eligible activities from the previous year, a core team within the adidas Corporate Finance area had the responsibility for the 2022 reporting process. The main tasks of the team were to

• educate the functional and subject matter experts – mainly from the Accounting, Controlling, HR Workplaces, Supply Chain, and Retail teams – on the reporting requirements, with particular focus on Taxonomy-alignment criteria,
• define, orchestrate, and lead a structured process to collect all Taxonomy-relevant information from the subject-matter experts,
• analyze and verify reported information in terms of Taxonomy relevance, correctness, and completeness,
• ensure that all new and updated Taxonomy-relevant publications that have become available throughout the course of the year were adequately reflected in this report.

Determination of Taxonomy-eligible activities

As a first step in the 2022 reporting process, the core team identified the Taxonomy-eligible activities at adidas as referenced in the Taxonomy Regulation. A detailed review of the defined environmental objectives ‘climate change mitigation’ and ‘climate change adaptation’ confirmed that ‘climate change mitigation’ is the environmental objective relevant for adidas. The main economic activities of our business model however are not covered by the environmental objective ‘climate change mitigation,’ and consequently we have no turnover-generating Taxonomy-eligible economic activities to report. Furthermore, due to the multitude of potential eligible economic activities, the principle of materiality was further refined compared to the previous year and applied consistently. Accordingly, an economic activity category is determined eligible if the corresponding KPI value is at least € 10 million. As a result, eligible economic activities associated with the environmental objective ‘climate change mitigation’ are reported for activity categories associated with construction and real estate activities as follows:

• 7.3. Installation, maintenance, and repair of energy efficient equipment
• 7.7. Acquisition and ownership of buildings (building leases)

The eligible activities identified relate almost entirely to building leases.

Assessment of Taxonomy alignment of Taxonomy-eligible activities

Annex I of the Delegated Regulation lays out the substantial contribution and DNSH criteria in connection with the eligible economic activities for the environmental objective ‘climate change mitigation.’ Since the identified Taxonomy-eligible activities relate to the purchase of output from potentially Taxonomy-aligned activities, performing the Taxonomy assessment was dependent on the input of the relevant information from third-party suppliers. Due to the expected time and resource investment necessary for assessing all eligible activities, we prioritized the assessment of those eligible activities that were most material in terms of volume and value and/or were more likely to be Taxonomy-aligned due to the availability of the necessary information. Accordingly, we concentrated our efforts on assessing the eligible building leases in connection with warehouses, own retail stores, and corporate offices. The applicable substantial contribution and DNSH criteria, which are mentioned in section 7.7 of Annex I of the Delegated Regulation, predominantly relate to the primary energy consumption as well as the climate-related risks and mitigation solutions, respectively, in connection with the leased buildings. The substantial contribution criteria evidence most relevant for adidas in this regard is the existence of an Energy Performance Certificate (EPC) class A. Many eligible building leases are outside of Europe, which requires the alignment of this EU-centric energy performance certification with standards and frameworks typically in use in non-EU countries (e.g., LEED certification). In line with the generally low share of available non-residential buildings adhering to these energy performance standards across our markets, only a few eligible leases in 2022 fulfil this criterion, particularly the eligible retail leases where adidas has very limited ability to influence the design and/or re-development of malls, where many of our stores are located. Also, certain eligible retail lease locations are heritage sites for which it is not possible to obtain EPC class A certification. However, we have certain eligible lease contracts in connection with major warehouse investments in Suzhou (China) and Cheb (Czech Republic), as well as with a major corporate office investment in Amsterdam (Netherlands) which fulfil the substantial contribution criteria. This reflects our commitment to de-carbonize our own operations as well as our more pronounced ability to influence the design and development of major real estate investments in connection with our operational infrastructure. SEE OWN OPERATIONS

The only applicable DNSH criterion for building leases relates to the environmental objective ‘climate change adaptation’ and refers to the performance of a robust climate risk and vulnerability assessment as per Appendix A to Annex I of the Delegated Regulation. The objective of this criterion is, firstly, the assessment of the materiality of climate risks affecting the performance of the eligible activity, taking different climate projections into account depending on the expected lifespan of the activity. Secondly, the effectiveness of adaptation solutions to mitigate the physical climate risk for the activity needs to be assessed. We prioritized in the assessment the most relevant eligible activities regarding this DNSH criterion and used existing information on climate risks and corresponding mitigation solutions that was gathered as part of our regular business processes (e.g., for insurance purposes). As a result, not all information was available for a complete and conclusive assessment exactly as per the methodology and scope prescribed by the Regulation. We therefore assessed the building leases to be not Taxonomy aligned.

For the remaining eligible activities under category 7.3, a Taxonomy alignment assessment with the respective criteria laid out in Annex I of the Delegated Regulation was conducted in a structured manner to an extent considered prudent and meaningful. While the eligible activities fulfil the substantial contribution criteria, none is considered Taxonomy-aligned as a result of the DNSH assessment.

Determination and reporting of Taxonomy KPIs

• Turnover KPI
  No Taxonomy-eligible turnover/net sales were identified.
• CapEx KPI
  In comparison to the disclosed CapEx value of € 695 million in this report, the Taxonomy definition of ‘CapEx’ results in a total value of € 1,587 million (denominator of the ‘CapEx KPI’) at adidas (2021: € 1,188 million). The denominator contains, in accordance with the definition of the Taxonomy and as disclosed in this report, additions to buildings, technical equipment and machinery, other equipment, furniture and fixtures, right-of-use assets, and other intangible assets, before depreciation, amortization, and re-measurements. For the calculation of the numerator of the CapEx KPI, we analyzed the additions in relation to the identified eligible activities as described above. In this process we conducted several control measures such as plausibility checks as well as reconciliations to avoid double-counting of additions. In total, the corresponding numerator of the eligible CapEx KPI amounts to € 867 million (2021: € 604 million), resulting in a CapEx KPI of 55% eligible and 45% non-eligible CapEx. Most of the eligible CapEx in 2022 (98%) relates to the leasing of buildings, which amount to € 853 million, with the remaining eligible CapEx relating to the installation of energy efficiency equipment. While a total of € 230 million of eligible CapEx complies with the substantial contribution criteria, € 0 million of eligible CapEx is reported as Taxonomy-aligned.
  
  In summary, the corresponding numerator of the aligned CapEx KPI amounts to € 0 million, resulting in a CapEx KPI of 0% aligned and 55% non-aligned CapEx.

• OpEx KPI
  The Taxonomy definition of ‘OpEx’ refers to expenditure for research and development, short-term leases, maintenance and repair, as well as certain other expenditure². In 2022, this amounted to € 862 million (denominator of the OpEx KPI) at adidas (2021: € 692 million), which compares to € 22,511 million of net sales and € 10,260 million of OpEx disclosed in this report. In the context of our business model, which is the design, development, production, and marketing of a broad range of athletic and sports lifestyle products, we consider the Taxonomy ‘OpEx KPI’ denominator value to be insignificant. Consequently, and in line with the Regulation, we have decided not to publish the amount of eligible OpEx and hence the OpEx KPI numerator. The information has no significant value to the reader of this report as, for example, our expenditure for research and development would not be considered Taxonomy-eligible at this point. At the current stage, the numerator would only include minor OpEx related to information and communication activities. As a result of these considerations, we report the numerator value of our Taxonomy-eligible OpEx KPI as € 0 (2021: € 0). Consequently, no further information on the alignment of eligible OpEx can be provided in this report.

Full information on the Taxonomy KPIs according to Annex II of the Delegated Regulation can be found in this report. SEE EU TAXONOMY TABLES

Minimum safeguards

The minimum safeguards form part of the Taxonomy alignment criteria. Their purpose is to ensure that companies performing environmentally sustainable activities adhere to social norms and certain minimum governance standards. In its final report to the European Commission on minimum safeguards, the Platform on Sustainable Finance provided more details on the minimum safeguards criteria and outlined the specific conditions of non-compliance:

Human rights and labor rights:

• Lack of adequate human rights due diligence process (HRDD) as outlined in the UNGPs and OECD Guidelines for MNEs, and/or
• evidenced signals of breach of law or human rights

Taxation:

• Lack of tax governance and compliance as well as adequate risk management strategies and processes, and/or
• evidence of tax law violation

Corruption/bribery:

• Lack of anti-corruption processes, and/or
• cases of court conviction on corruption

Fair competition:

• Lack of promotion of employee awareness of the importance of compliance with all applicable competition laws and regulations, and/or
• cases of court conviction on violating competition laws

Following the publication of the report on minimum safeguards by the Platform on Sustainable Finance, our subject-matter experts from the Social and Environmental Affairs, Tax, and Legal areas assessed the details of the respective criterion. The key objective of this assessment was to determine the extent to which the herein mentioned governance standards and policy frameworks are already embedded in the existing adidas policies (e.g., adidas Human Rights policy), standard operating procedures (e.g., adidas Fair Play Code of Conduct), and the adidas compliance management system. The assessment paid particular attention to the requirements regarding human rights and labor rights to determine whether the six steps of the HRDD outlined in the UNGPs and OECD Guidelines for MNEs were implemented effectively, both in our own operations and in our supply chain.

Based on this assessment, there is no evidence that Taxonomy-eligible activities in 2022 failed to comply with any of the above-mentioned conditions. More information on our compliance with the respective criteria can be found in this report:

• Human rights and labor rights SEE SOCIAL IMPACTS
• Taxation SEE OUR APPROACH TO TAX
• Corruption/bribery SEE RISK AND OPPORTUNITY REPORT
• Fair competition SEE RISK AND OPPORTUNITY REPORT

Our commitment to sustainability is reflected in the ambitious targets and numerous initiatives that are outlined in this report. We consider the EU Taxonomy to be a potentially valuable instrument that will help us validate and adjust our sustainability ambitions over time, particularly when our core business activities become applicable under the environmental objective ‘transition to a circular economy,’ and a common interpretation of all aspects relevant to adidas has been established. A precise timeframe for these developments was not yet available at the time of this report.

Approach to tax

We are committed to being compliant with all tax regulations in all jurisdictions in which we operate. We consider the interests of our stakeholders in the business decisions we make in order to ensure the lasting success of our company.

We do not operate through artificial structures or structure our business in ways that are intended to result in tax avoidance. Where we have a presence in so-called low-tax jurisdictions, this is related to our business activities in those jurisdictions and is not created for the purpose of minimizing our tax burden. While tax is among the many considerations in making business decisions, it is not the main driver in our decision-making process.

Tax management and governance

Given the range of activities and locations we operate in, adidas is subject to a wide range of taxes across the world, including corporate income tax, VAT/GST, employee-related taxes such as payroll and fringe benefit tax, withholding taxes, property taxes, stamp duties, and other taxes. The purpose of our tax function is to support and enable business objectives while ensuring compliance and preventing or minimizing tax risks.

The approach to tax is defined by the Vice President Corporate Tax and is reflected in the tax strategy, objectives, policies, and internal controls. Economic and social impacts are considered in developing and executing our tax strategy. The Corporate Tax team reviews our tax strategy on an annual basis, with significant changes being approved by our Chief Financial Officer (CFO). The CFO is ultimately accountable for compliance with our tax strategy.

Pursuant to our tax policies, the local Directors and Management of each legal entity are responsible for ensuring compliance with tax regulations. The local teams are supported by the company’s Corporate Tax team and tax advisors. The Corporate Tax team exercises global governance and is accountable for our approach to tax. Its main responsibility is to provide global tax advisory, to identify and manage opportunities and risks, and to ensure tax compliance worldwide. Through partnering with business functions, the Corporate Tax team aims to understand the needs and perspectives of various stakeholders internally and externally and to support business objectives while ensuring continued compliance with tax regulations. Inquiries from and communication with external stakeholders regarding our tax affairs are managed in accordance with our Global Communication Guidelines.

Our Executive Board is updated on tax matters periodically, including a risk review process every six months that also forms part of our tax governance framework. Our CFO and/or the Executive Board, advised by the Corporate Tax team, is ultimately responsible for decisions on topics such as entering into significant or one-off transactions that may give rise to an increase in tax risk (e.g., mergers and acquisitions).

Our ‘Fair Play Code of Conduct’ sets out the options available to employees who detect unlawful or unethical behavior, including anonymous notification or whistleblowing procedures. The adidas AG audit includes the audit of disclosures in respect to tax.

Interactions with tax authorities

We seek a cooperative relationship with tax authorities. We respond to information requests, whether formal or informal, and, on a case-by-case basis, decide whether to take the initiative in communicating business developments of particular significance to the local tax authorities. During 2022 we were not involved in the public policy regarding tax law or tax law changes in any of the jurisdictions in which we operate.

Tax planning

We ensure that the tax profile of our activities is aligned with the substance of the operating structures of our business. Accordingly, transactions have commercial and economic substance, and we do not put in place arrangements that are contrived or artificial. Our ‘Transfer Pricing Policy’ requires that intragroup transactions be carried out on an arm’s-length basis. As a result, our profits are derived and taxed in the jurisdictions where value is created.

1 Due to the timing and resources required to prepare the adidas Annual Report 2022, we have only included Taxonomy-relevant publications issued before January 27, 2023.

2 By ‘other expenditure,’ we mean expenditure for facility management services, i.e., expenditure relating to the day-to-day servicing of property, plant, and equipment.