185000000 IT Holding Finance SA

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these systems and then by such participants to indirect participants. After payment to the common depository, neither we, the Trustee nor any paying agents will have any responsibility or liability for any aspect of the records relating to, or payments of, interest, principal or other amounts to Euroclear and/or Clearstream or to owners of book-entry interests. Unlike holders of the Notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents or requests for waivers or other actions from holders of the Notes that we may choose to make in the future. Rather, owners of book-entry interests will be permitted to act only to the extent they have received appropriate proxies to do so from Euroclear and/or Clearstream or, if applicable, from a participant. We cannot assure you that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any such solicitations or requests for actions on a timely basis. 24
Our Company DESCRIPTION OF BUSINESS We are Europe’s leading producer and distributor of branded apparel and accessories targeted at the young lines market segment of the apparel and accessories market. We also produce and distribute branded apparel and accessories for the luxury market segment. Our products are marketed and sold under a number of internationally recognized brands, which we either own or which are licensed exclusively to us by third parties, including luxury brands such as Ferré and Malo (which we own), and young lines brands D&G Dolce & Gabbana, Versus, Versace Jeans Couture, Just Cavalli and C’N’C Costume National (which we license from third parties) and Extè (which we own). Our business requires us to manage a complicated array of activities, including the design, sample production, showroom sale, raw material procurement, manufacturing, and distribution of our branded apparel and accessories products. Our production process revolves around the annual production of both Spring-Summer and Fall-Winter collections for each of our brands. Each year, we source raw materials from over 1,000 suppliers, directly manage the production of prototypes and samples, and co-ordinate the manufacturing by third parties of over 8 million items of apparel and accessories. We then distribute these items to over 4,000 wholesale customers worldwide through our global distribution network. Our customers are comprised primarily of independent multi-brand boutiques but also include well-known department stores, international importer-distributors and select duty-free shops. We also sell a smaller percentage of our apparel and accessories through franchised stores owned and operated by selected third parties as well as stores owned and directly operated by us. Since our formation in 1982, we have grown our business by developing a global distribution system, creating a sophisticated and flexible production platform and broadening our product range and portfolio of brands. The most recent brand we acquired was Ferré, which we purchased in 2002 and subsequently relaunched in connection with a comprehensive repositioning program. We were one of the first producers of apparel and accessories to develop the young lines market segment aimed at younger consumers — a segment that we believe is less exposed to fluctuations in demand than other market segments of the fashion industry. Until recently we also produced, sold and distributed branded eyewear and fragrances. We disposed of our fragrance business in March 2004 and our eyewear business in October 2004 in connection with our strategic refocusing program. Overview of Our Brands Each year, we develop, produce and distribute Fall-Winter and Spring-Summer collections featuring a wide variety of apparel and accessories for each of our owned and licensed brands. These products consist of a wide range of jeans, shirts, jackets, trousers, skirts, blouses, outerwear, underwear, knitwear and other apparel, as well as accessories such as silk and wool scarves, silk ties, socks and stockings, caps, shoes, belts, handbags, knapsacks, gloves and other small leather items. We design all of our owned brand products and we assist our licensors in the creation and development of our licensed brand products, in each case through the use of in-house design teams. Each of these teams is dedicated to a particular brand or group of related brands and works independently from the others in order to preserve the distinctive image and other characteristics of each brand. We believe that the consumer recognition, international appeal and the “Made in Italy” cachet associated with most of the brand names we own or license have been important factors for our business to date. 25
Page 1 and 2: CONFIDENTIAL Rule 144A Global Note
Page 3 and 4: Definitions In this annual report:
Page 5 and 6: • risks related to our principal
Page 7 and 8: Our Strategic Refocusing Program Du
Page 9 and 10: manufacturing of our products to th
Page 11 and 12: income tax on a consolidated basis
Page 13 and 14: (3) Net working capital is defined
Page 15 and 16: We must anticipate trends and respo
Page 17 and 18: We are subject to significant restr
Page 19 and 20: event of a foreclosure on the secur
Page 21 and 22: • avoid or invalidate all or a po
Page 23 and 24: a maximum of two years); (ii) a pro
Page 25: • pursuant to article 445 of the
Page 29 and 30: Versus is a medium-priced fashion b
Page 31 and 32: in print (fashion magazines and new
Page 33 and 34: We maintain a close working relatio
Page 35 and 36: Licensor and Brands Gianni Versace
Page 37 and 38: Legal proceedings Ordinary Course L
Page 39 and 40: OPERATING AND FINANCIAL REVIEW AND
Page 41 and 42: each year, when payments to our sup
Page 43 and 44: Income taxes In 2004, we incurred a
Page 45 and 46: Facilities and bank overdraft facil
Page 47 and 48: • €150.0 million principal amou
Page 49 and 50: Contractual obligations The followi
Page 51 and 52: An impairment loss in respect of go
Page 53 and 54: Salvatore Vicari has been a directo
Page 55 and 56: PRINCIPAL SHAREHOLDERS The table be
Page 57 and 58: invoiced to us by Pavia e Ansaldo -
Page 59 and 60: The Board of Directors IT Holding S
Page 61 and 62: REPORT OF THE AUDITORS The Board of
Page 63 and 64: IT HOLDING S.p.A. CONSOLIDATED BALA
Page 65 and 66: Acquisition of Subsidiary During 20
Page 67 and 68: IT HOLDING S.P.A. NOTES TO THE CONS
Page 69 and 70: IT HOLDING S.p.A. Notes to the cons
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IT HOLDING S.p.A. Notes to the cons
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